Article ICERTAIN AMENDMENTS     SECTION 1.01. Lease Term. The Lease Term is hereby extended through and includingFebruary 28, 2014 (the “Expiration Date”), subject to adjustment and earlier termination asprovided in the Lease. Except as set forth on Exhibit C of this Amendment, Tenant shall have nofurther renewal or extension rights or options and all of such rights or options, if any, arehereby deleted.     SECTION 1.02. Base Rental. As of January 1, 2009 (the “Extension EffectiveDate”), the Base Rental due and payable by Tenant to Landlord under the Lease shall be asfollows:           Annual    Base Rental MonthlyPeriod: Per R.S.F. Base Rental:1/1/09 – 2/28/10 $18.50 + E  $34,268.17 + E 3/1/10 – 2/28/11 $18.90 + E  $35,009.10 + E 3/1/11 – 2/29/12 $19.30 + E  $35,750.03 + E 3/1/12 – 2/28/13 $19.70 + E  $36,490.97 + E 3/1/13 – 2/28/14 $20.10 + E  $37,231.90 + E Landlord hereby abates 1/2 of the first 8 full monthly installment(s) of Base Rental describedabove (i.e., January – August, 2009). Tenant shall pay all other monetary obligations accruingduring such month(s). If an event of default occurs under the Lease beyond any applicable periodof notice and cure, any remaining Base Rent abatement shall cease from the date of such event ofdefault. The Base Rental under the Lease shall be due and payable in equal monthly installments,each such monthly installment due and payable on the first day of each calendar month, in advance,without demand and without setoff or deduction whatsoever.     SECTION 1.03. Base Year. As of the Extension Effective Date, the Base Year shall bethe calendar year 2009.     SECTION 1.04. Operating Expenses. The following is added after “at Landlord’s solecost and expense” in Section 10 of the Original Lease: “(but subject to inclusion in OperatingExpenses)”.     SECTION 1.05. AS IS; Refurbishment Work. Except for maintenance and repairobligations under Section 10 of the Original Lease and the Landlord’s Work (as hereinafterdefined), Landlord is leasing the Premises to Tenant “as is” “where is” without representation orwarranty, either express or implied, without any obligation to alter, remodel, improve, repair ordecorate any part of the Premises; provided, however, as of the date of this Amendment Landlordshall provide Tenant with a refurbishment allowance (the “Refurbishment Allowance”) in anamount equal to $10.00 per rentable square foot in the Premises (i.e., $222,280.00), toSECOND AMENDMENT TO LEASE — Page 2 of 27

 
improve and refurbish the Premises with Building standard improvements (the “RefurbishmentWork”) pursuant to plans and specifications approved by Landlord and Tenant in writing (suchapproval not to be unreasonably withheld or delayed). Within ten (10) days prior to Landlord’sphysical commencement of the Refurbishment Work, Tenant shall pay Landlord all costs of theRefurbishment Work in excess of the Refurbishment Allowance. The Refurbishment Allowance shall bemade available for Tenant’s use within thirty (30) days of the execution of this Amendment. TheRefurbishment Work shall be performed only by contractors engaged by Landlord and reasonablyapproved by Tenant. Tenant acknowledges that Landlord’s contractors may construct theRefurbishment Work while Tenant occupies the Premises, that the construction of the RefurbishmentWork may prevent Tenant from using all or part of the Premises from time to time and that theconstruction of the Refurbishment Work may create noise dust and debris that will interfere withTenant’s use of the Premises.  Tenant acknowledges and agrees that it shall have no right to anyabatement of rent or to recover any other damages from Landlord due to its inability to use the allor portions of the Premises while the Refurbishment Work are being completed or due to interferencewith its business operations caused by such construction.  Tenant shall cooperate with Landlord’scontractors in completing the Refurbishment Work and Landlord’s contractors are hereby grantedauthority to enter the Premises to complete the Refurbishment Work.  Landlord and Tenant shallcoordinate the completion of the Refurbishment Work in order to minimize disruptions to Tenant’sbusiness activities, but Landlord shall have no obligation to incur additional costs in order tominimize such disruptions.  Tenant shall be responsible for moving its personal property (e.g.,computers, telephone equipment, cabling, photocopy machines) from time to time, at Tenant’s soleexpense, unless provided for in the Refurbishment Allowance, to facilitate the completion of theRefurbishment Work, and Landlord and its contractors shall have no obligation to move any ofTenant’s personal property. However, Landlord shall also bid the Refurbishment Work withcontractors moving the furniture, fixtures, and other equipment as necessary and Landlord, inconjunction with Tenant, shall determine which bid to utilize. Landlord or its agent shallsupervise the Refurbishment Work, make disbursements required to be made to the contractor, and actas a liaison between the contractor and Tenant and coordinate the relationship between theRefurbishment Work, the Building, and the Building’s systems. In consideration for Landlord’sconstruction supervision services, Tenant shall pay to Landlord a construction supervision feeequal to 3% of the total costs (including “hard” and “soft” costs as such terms are commonlyunderstood in the area of the Building in connection with tenant improvement construction) relatedto the Refurbishment Work, which Landlord may deduct from the Refurbishment Allowance.Notwithstanding the foregoing, upon written notice from Tenant to Landlord after the RefurbishmentWork has been substantially completed (and all costs related to the Refurbishment Work have beenpaid and disbursed in full) but before December 31, 2009 (the “Refurbishment AllowanceDeadline”), Tenant may elect to use up to $6.00 per rentable square foot in the Premises of anyunspent Refurbishment Allowance (a) toward the cost of wiring, cabling, furniture, fixtures andequipment, provided Tenant submits to Landlord paid invoices therefor prior to the RefurbishmentAllowance Deadline, and (b) as a credit against Tenant’s Rent obligations under the Lease nextcoming due provided Tenant gives Landlord written notice thereof prior to the RefurbishmentAllowance Deadline; provided, however, if an event of default extending beyond any applicablenotice or cure period occurs Tenant shall haveno right to use any portion of the Refurbishment Allowance for such expenses or as a creditagainst Rent and any credit against Rent previously given shall, at Landlord’s election, either beSECOND AMENDMENT TO LEASE — Page 3 of 27

 
reversed or immediately paid to Landlord by Tenant. Any portion of the Refurbishment Allowancewhich remains unspent as of the Refurbishment Allowance Deadline shall be retained by Landlordwithout credit or reimbursement to Tenant.     SECTION 1.06. Landlord’s Work. In addition to providing the Refurbishment Allowance,Landlord shall perform the following improvements (the “Landlord’s Work”) using Buildingstandard materials and colors with input from Tenant: (a) replace 2nd floor commoncorridor carpet, (b) resurface the existing travertine wall around elevator doors on the2nd floor with a new hard surface (the new surface will correspond with Tenant’s choiceof finishes for the remodel of their entryway), (c) replace cracked sink in the women’s restroom,and (d) repair continuing water incursion and leaks in and into the Premises. Landlord’s Workshall be completed within the calendar year 2009.     SECTION 1.07. Brokers. Landlord and Tenant represent to the other that it has notdealt with any broker or agent in connection with the negotiation or execution of this Amendmentexcept Holt Lunsford Commercial representing Landlord and Daniel Rudd of CB Richard Ellis, Inc.representing Tenant (collectively, “Brokers”). Landlord will be responsible to pay thecommission, if any, owed to Brokers pursuant to the terms of a separate written agreement.Landlord and Tenant hereby indemnify each other from any claims, losses, damages (includingattorneys’ fees) resulting from a breach of the above representation.     SECTION 1.08. Parking. Between the Extension Effective Date and the Expiration Date,the parking charge for the 10 designated covered parking spaces shall be at the rate of $35.00plus tax per space per month; provided, however, such parking charges shall be abated between theExtension Effective Date and December 31, 2009. Following the Expiration Date, the parking chargesshall be at the then current market rate from time to time.     SECTION 1.09. Holdover. The reference to “twice” in Section 35 of the Original Leaseis amended to be “150% of”. The following sentence is added to the end of Section 35 of theOriginal Lease: “Notwithstanding the foregoing, during the first month of any holding over byTenant, Tenant shall pay rent equal to 125% the Base Rental and additional rent which would havebeen applicable had the term of this Lease continues through the period of such holding over byTenant.”     SECTION 1.10. Right of First Refusal. As of the date of this Amendment, Section 4 ofthe First Amendment and the 4th and 5th paragraphs of Exhibit C of theOriginal Lease are deleted and Tenant shall be provided a Right of First Refusal in accordance withExhibit A of this Amendment.     SECTION 1.11. Termination Option. Tenant shall have a termination option inaccordance with Exhibit B of this Amendment.     SECTION 1.12. Extension Option. Tenant shall have an extension option in accordancewith Exhibit C of this Amendment.SECOND AMENDMENT TO LEASE — Page 4 of 27

 
     SECTION 1.13. Additional Consideration (Letter of Credit). Simultaneously with theexecution of this Amendment, Tenant shall deposit with Landlord a letter of credit in accordancewith Exhibit D of this Amendment.     SECTION 1.14. Further Amendments. The Lease shall be and hereby is further amendedwherever necessary, even though not specifically referred to herein, in order to give effect to theterms of this Amendment. The reference to “$1,000,000” in Section 21 of the Original Lease isdeleted and replaced with “$5,000,000.” The following is added after “or in the event of anymaterial uninsured loss to the Building” in Section 24 of the Original Lease: “or in the eventLandlord makes a good faith determination that restoring the Premises would be uneconomical”.Exhibit F (Renewal Option) of the Original Lease is deleted.Article IIMISCELLANEOUS     SECTION 2.01. Ratification.  The Lease, as amended hereby, is hereby ratified,confirmed and deemed in full force and effect in accordance with its terms. Each party representsto the other that such party (a) is currently unaware of any default by the other party under theLease; and (b) has full power and authority to execute and deliver this Amendment and thisAmendment represents a valid and binding obligation of such party enforceable in accordance withits terms. Tenant represents to Landlord that except as set forth in this Amendment (a) Landlordhas completed all improvements to the Premises in compliance with all requirements in the Lease;and (b) all tenant finish costs or allowances payable by Landlord have been paid and no such costsor allowances are payable hereafter under the Lease.     SECTION 2.02. No Offer. The submission of this Amendment to Tenant shall not beconstrued as an offer, nor shall Tenant have any rights under this Amendment unless Landlordexecutes a copy of this Amendment and delivers it to Tenant.     SECTION 2.03. Counterparts. This Amendment may be executed in multiple counterpartseach of which is deemed an original but together constitute one and the same instrument. ThisAmendment may be executed by facsimile or “pdf” and each party has the right to rely upon afacsimile or “pdf” counterpart of this Amendment signed by the other party to the same extent as ifsuch party had received an original counterpart.     SECTION 2.04. Governing Document. In the event the terms of the Lease conflict or areinconsistent with those of this Amendment, the terms of this Amendment shall govern.     SECTION 2.05. Waiver of Right to Protest. **Tenant hereby waives any and all rightsunder Section 41.413 and 42.015 of the Texas Tax Code granting to tenant the right to contestappraised values, or to receivenotice of reappraised values, on all or any portion of the Building irrespective of whetherLandlord has elected to contest same.**To the extent such waiver is prohibited by applicable law,Tenant hereby appoints Landlord as Tenant’s attorney in fact, coupled with an interest, to appearand take all actions on behalf of Tenant which Tenant may have under said Section of the Code withrespect to the Building, but not withSECOND AMENDMENT TO LEASE — Page 5 of 27

 
respect to Tenant’s personal property located within thePremises. Landlord shall use commercially reasonable efforts to reduce and/or mitigate propertytaxes, but shall have no liability for any failure to reduce property taxes.     SECTION 2.06. Waiver of Consumer Rights. Tenant hereby waives all its rights underthe Texas Deceptive Trade Practices — Consumer Protection Act, Section 17.41 et. seq. of the TexasBusiness and Commerce Code, a law that gives consumers special rights and protections. Afterconsultation with an attorney of Tenant’s own selection, Tenant voluntarily consents to thiswaiver.     SECTION 2.07. Determination of Charges. Landlord and Tenant are knowledgeable andexperienced in commercial transactions and agree that the provisions set forth in the Lease fordetermining rent and other charges and amounts payable by Tenant are commercially reasonable andvalid even though such methods may not state a precise mathematical formula for determining suchcharges. Accordingly, Tenant hereby voluntarily and knowingly waives all rights and benefits ofTenant under Section 93.012 of the Texas Property Code, as such section now exists or asmay be hereafter amended or succeeded.     SECTION 2.08. Intentionally Deleted.     SECTION 2.09. OFAC. Neither Tenant nor any of its affiliates, nor any of theirrespective partners, members, shareholders or other equity owners, and none of their respectiveemployees, officers, directors, managers, representatives or agents, is a person or entity withwhom U.S. persons or entities are restricted from doing business under regulations of the Office ofForeign Asset Control (“OFAC”) of the Department of the Treasury (including those named onOFAC’s Specially Designated and Blocked Persons List) or under any statute, executive order(including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactionswith Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action.     SECTION 2.10. Margin & Substitution Taxes. Notwithstanding anything in the Lease tothe contrary, the definition of “real property taxes” shall include the following regardless ofwhether the following are expressly excluded by language elsewhere in the Lease (a) all taxesallocated by Landlord to the Project attributable to taxable margin levied pursuant to Chapter 171of the Texas Tax Code or any amendment, adjustment or replacement thereof, and (b) any taxes,assessments, levies, impositions, tolls, excises, tariffs, charges or fees imposed, levied orassessed in lieu of or in substitution, addition or supplementation of other real property taxes.[SIGNATURES ON FOLLOWING PAGE]SECOND AMENDMENT TO LEASE — Page 6 of 27

 
     IN WITNESS WHEREOF, this Amendment has been executed as of (but not necessarily on) the dateand year first above written.         LANDLORD:           SUN LIFE ASSURANCE COMPANY OF CANADA,    a Canadian corporation           By: