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EXHIBIT 10.1
 EXECUTION VERSION




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TABLE OF CONTENTS
 PageI
    
    
    
    
    
    
    11.1
    
    Leased Premises
    
    
    11.2
    
    Term
    
    
    11.3
    
    Use
    
    
    2II
    
    
    
    
    
    
    22.1
    
    Rental Payments
    
    
    22.2
    
    Base Rental
    
    
    22.3
    
    Additional Rental
    
    
    32.4
    
    Operating Expenses
    
    
    3III
    
    
    
    
    
    
    83.1
    
    Services
    
    
    83.2
    
    Keys and Locks
    
    
    133.3
    
    Signage, Graphics and Building Directory
    
    
    13IV
    
    
    
    
    
    
    134.1
    
    Care of the Leased Premises
    
    
    134.2
    
    Entry for Repairs and Inspection
    
    
    134.3
    
    No Nuisance
    
    
    134.4
    
    Laws and Regulations
    
    
    134.5
    
    Legal Use and Violations of Insurance Coverage
    
    
    134.6
    
    Compliance With Laws
    
    
    14V
    
    
    
    
    
    
    145.1
    
    Leasehold Improvements
    
    
    145.2
    
    Repairs by Landlord
    
    
    165.3
    
    Landlord Work
    
    
    16VI
    
    
    
    
    
    
    176.1
    
    Condemnation
    
    
    176.2
    
    Damages from Certain Causes
    
    
    176.3
    
    Fire or Other Casualty
    
    
    176.4
    
    Landlord's Insurance
    
    
    186.5
    
    Tenant's Insurance
    
    
    196.6
    
    Hold Harmless
    
    
    206.7
    
    WAIVER OF SUBROGATION RIGHTS
    
    
    206.8
    
    Self-Insurance
    
    
    20VII
    
    
    
    
    
    
    217.1
    
    No Lien for Rent
    
    
    217.2
    
    Default by Tenant
    
    
    217.3
    
    Non-Waiver
    
    
    247.4
    
    Holding Over
    
    
    247.5
    
    Attorneys' Fees
    
    
    24
 (i)




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PageVIII
    
    
    
    
    
    
    248.1
    
    Assignment or Sublease by Tenant
    
    
    248.2
    
    Assignment by Landlord
    
    
    268.3
    
    Peaceful Enjoyment
    
    
    268.4
    
    Limitation of Landlord's Liability
    
    
    268.5
    
    Limitation of Tenant's Liability
    
    
    268.6
    
    Environmental Matters
    
    
    278.7
    
    Consequential Damages
    
    
    278.8
    
    Landlord Restrictions
    
    
    288.9
    
    Other Appurtenances
    
    
    298.10
    
    Special Tenant Improvements
    
    
    298.11
    
    Telecommunications Provider
    
    
    298.12
    
    Utility Provider
    
    
    29IX
    
    
    
    
    
    
    299.1
    
    Notices
    
    
    299.2
    
    Miscellaneous
    
    
    319.3
    
    Landlord's Mortgagee
    
    
    329.4
    
    Estoppel Certificate or Three-Party Agreement
    
    
    329.5
    
    Tenant Financial Information
    
    
    329.6
    
    Brokers
    
    
    339.7
    
    Entire Agreement, Representations, Etc
    
    
    339.8
    
    Waiver of Consumer Right Under DTPA
    
    
    339.9
    
    Waiver of Rights Under Section 93.012 of the Texas Property Code
    
    
    33
 EXHIBITS AND SCHEDULES
 
 (ii)




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OFFICE LEASE AGREEMENT
 Lease Landlord Tenant
 WITNESSETH
 I
 1.1 Leased Premises
 Definition of Leased Premises Northchase Building 263 Building Building Buildings Exhibit A Land Garage Project Leased Premises Exhibit B
 Net Rentable Area. Net Rentable Area
 Amount of Net Rentable Area
 1.2 Term Term Commencement Date st Delivery Date Rent Commencement Date




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1.3 Use.
 II
 2.1 Rental Payments
 Payment Section 2.2 Rent
 Proration
 No Offset
 2.2 Base Rental. Base
Rental" Base Rental
 Rental Period
    
    Base RateMonths 1-60
    
    $2,758,265.52($229,855.46 monthly)Months 61-120
    
    $2,922,587.76($243,548.98 monthly)
 2




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2.3 Additional Rental
 Tenants Forecast Additional Rental Tenants Forecast Additional Rental Operating Expense Budget Section 3.1.4
 Operating Expenses Amount Tenants Additional Rental Operating Expenses Amount
 (i)
    
    equals the amount of Operating Expenses (as defined below) for such year; and(ii)
    
    equals a management fee contribution equal to not greater than three percent
(3%) of the sum of the Base Rental and Tenants Additional Rental payable hereunder
during such year for the Leased Premises.
 Statement to Tenant Section 2.3.3
 2.4 Operating Expenses
 Definition Operating Expenses
 (i)
    
    wages and salaries of all persons which are engaged in the operation,
maintenance or access control or security of the Project, including all taxes,
insurance, and benefits relating thereto;(ii)
    
    the cost of all supplies, tools, equipment, and materials used in the operation
and maintenance of the Project or security for the Project;(iii)
    
    the actual cost of all utilities for the Project, including but not limited
to, the cost of water and power for heating, lighting, air conditioning, and
ventilating the Project excluding any mark-up overhead or other costs in excess of
the amount billed by the applicable provider;
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(iv)
    
    the cost of all maintenance and service agreements for the Project and the
equipment therein in existence as of the Commencement Date and entered into in
accordance with Section 3.1.4, including but not limited to, access control, window
cleaning, elevator maintenance, janitorial service, and security services;(v)
    
    the cost of repairs and general maintenance, excluding (a) repairs and general
maintenance paid by proceeds of insurance, by Tenant or by other third parties, and (b)
alterations attributable solely to Tenant;(vi)
    
    amortization of the cost of capital investment items that are installed for the
purpose of reducing Operating Expenses or complying with governmental requirements
enacted after the date of this Lease;(vii)
    
    the cost of casualty and liability insurance applicable to the Project and
Landlords personal property used in connection therewith and the cost of deductibles
paid on claims made by Landlord;(viii)
    
    all taxes, assessments, and governmental charges attributable to the Project and paid
by Landlord, whether federal, state, county, or municipal and whether imposed by taxing
districts or authorities presently taxing the Project or by others subsequently created
or otherwise, excluding, however, (a) taxes, assessments and charges on any tenant
improvements in excess of Building standard, and (b) federal and state taxes on income,
death taxes, franchise taxes, and any taxes imposed or measured on or by the income of
Landlord from the operation of the Project or imposed in connection with any change of
ownership of the Project; provided, however, that if at any time during the Term, the
present method of taxation or assessment shall be so changed that the whole or any part
of the taxes, assessments, levies, impositions or charges now levied, assessed or
imposed on real estate and the improvements thereof shall be changed and as a
substitute therefore, or in lieu of an addition thereto, taxes, assessments, levies,
impositions, or charges shall be levied, assessed, or imposed wholly or partially as a
capital levy or otherwise on the rents received from the Project or the Rent reserved
herein or the revenue of the Landlord or any part thereof, then such substitute or
additional taxes, assessments, levies, impositions or charges, to the extent so levied,
assessed, or imposed, shall be deemed to be included within the Operating Expenses to
the extent that such substitute or additional tax would be payable if the Project were
the only property of the Landlord subject to such tax if Landlord can reasonably
demonstrate that such tax is in substitution of ad valorem taxes and only to the extent
ad valorem taxes attributed to the Project are reduced;(ix)
    
    all landscape maintenance costs for the Project; and(x)
    
    any lease payments made by Landlord for any equipment used in the operation,
maintenance or security of the Project (provided that if such equipment is not used
exclusively at the Project, then such lease payments included as an Operating Expense
shall be equitably allocated among all such projects where such equipment is used such
that only the equitably allocated portion of such lease expenses is included as an
Operating Expense hereunder), excluding, however, any part of such lease payments that
constitutes capital expenditures under generally accepted accounting principles, except
as provided in clause (vi) of this Section 2.4.1.
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Exclusions
 (i)
    
    Corporate Overhead. All costs associated with the operation of the business of
the entity which constitutes Landlord or Landlords managing agent (as
distinguished from the costs of the operations of the Project), including but not
limited to, Landlords or Landlords managing agents general corporate overhead and
general administrative expenses, legal, risk management, and corporate and/or
partnership accounting and legal costs, mortgages, debt costs or other financing
charges, asset management fees, administrative fees, any costs that would normally be
considered included in a management fee (e.g., property accounting charges, local area
network and wide area network charges, travel expenses for company meetings or
training, etc.), placement/recruiting fees/costs for employees whether they are
assigned to the Project or not, employee training programs, real estate licenses and
other industry certifications, health/sports club dues, employee parking and
transportation charges, tickets to special events, costs of any business licenses
regardless if such costs are considered a form of real estate tax, costs of bringing
and defending any lawsuits, costs of selling, syndicating, financing, mortgaging or
hypothecating any of Landlords interests in the Project, bad debt loss, rent loss or
any reserves thereof, and costs incurred in connection with any disputes between
Landlord and/or Landlords management agent and their employees and providers of goods
and services to the Project;(ii)
    
    Executive / Unrelated / Off-site Salaries. Wages, salaries, fees, fringe
benefits, and any other form of compensation paid to any executive employee of Landlord
and/or Landlords managing agent above the grade of Building Manager as such term is
commonly understood in the property management industry, provided, however, all wages,
salaries and other compensation otherwise allowed to be included in Operating Expenses
shall also exclude any portion of such costs related to any employees time devoted to
other efforts unrelated to the maintenance and operation of the Project;(iii)
    
    Competitively Bid. Any amount paid by Landlord or Landlords managing agent
to a subsidiary or affiliate of Landlord or Landlords managing agent, or to any party
as a result of a non-competitive selection process, for management or other services to
the Project, or for supplies or other materials, to the extent the cost of such
services, supplies, or materials exceed the cost that would have been paid had the
services, supplies or materials been provided by parties unaffiliated with the Landlord
or Landlords managing agent on a competitive basis and are consistent with those
incurred by similar buildings in the same metropolitan area in which the Project is
located unless Tenant has specifically approved the terms and conditions of such
contract;(iv)
    
    Ground Lease. Any rental payments and related costs pursuant to any ground
lease of land underlying all or any portion of the Project, and any costs related to
any reciprocal easement agreement, and/or covenant, condition and restriction
agreement;(v)
    
    Office & Parking Charges. Any office rental and any parking charges, either
actual or not, for the Landlords and/or Landlords managing agents management,
engineering, maintenance, security, parking or other vendor personnel, it being agreed
that such personnel shall be entitled to park in the Garage for no cost and shall not
pay rental for occupancy of any portion of the Project utilized in connection with
providing management services required pursuant to Section 3.1(xiv);
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(vi)
    
    Building Defects. Any costs incurred in connection with the original design or
construction of the Project or any major changes to same, including but not limited to,
additions or deletions of floors, renovations of the common areas (except as otherwise
expressly permitted under this Lease), correction of defects in design and/or
construction of the Project including defective equipment;(vii)
    
    Capital. All costs of a capital nature, including but not limited to, capital
improvements, capital repairs, capital equipment, and capital tools, all as determined
in accordance with generally accepted accounting principles, consistently applied, and
sound management practices, except (i) any capital improvement made to the Building
which actually reduces Operating Expenses, amortized on a straight-line basis,
including interest at the lesser of the interest rate actually paid by Landlord or
seven percent (7.0%) per annum, over the improvements useful life in accordance with
generally accepted accounting principles, provided, however, the annual amortization
shall not exceed the annual amount of Operating Expenses actually saved as a result of
such capital improvement, or (ii) capital expenditures required by government
regulation or law enacted after the Commencement Date, the amount of such costs to be
amortized on a straight-line basis, with interest at the lesser of the interest rate
actually paid by Landlord or seven percent (7.0%) per annum, over the assets useful
life in accordance with generally accepted accounting principles to the extent such
costs are equal to or in excess of $100,000 in any calendar year (amounts less then
$100,000 shall be fully includible in Operating Expenses for the current year);(viii)
    
    Other Capital. Rentals and other related expenses incurred in leasing air
conditioning systems, elevators or other equipment, the cost of which if purchased
would be excluded from Operating Expenses as a capital cost, excepting from this
exclusion equipment not affixed to the Project which is used in providing janitorial or
similar services and, further excepting from this exclusion such equipment rented or
leased to remedy or ameliorate an emergency condition in the Project;(ix)
    
    Building Codes/ADA. Any cost incurred in connection with upgrading the Project
to comply with insurance requirements, life safety codes, ordinances, statutes, or
other laws in effect prior to the Commencement Date, including, without limitation, the
Applicable Laws (as hereinafter defined), including penalties or damages incurred as a
result of non-compliance;(x)
    
    Hazardous Material. Any cost or expense related to monitoring, testing,
removal, cleaning, abatement or remediation of any Hazardous Materials (as hereinafter
defined), including toxic mold, in or about the Project or real property, and
including, without limitation, hazardous substances in the ground water or soil other
than caused by Tenant;(xi)
    
    Other Taxes. Landlords gross receipts taxes for the Project, personal and
corporate income taxes, inheritance and estate taxes, other business taxes and
assessments, franchise, gift and transfer taxes, and all other real estate taxes, in
all cases to the extent such taxes relate to a period payable or assessed outside the
term of the Lease;(xii)
    
    Advertising/Promotion/Gifts. All advertising and promotional costs including
any form of entertainment expenses, dining expenses, any costs relating to tenant or
vendor relation programs including flowers, gifts, luncheons, parties, and other social
events but excluding any cost associated with life safety information services, unless
specifically instructed by Tenant to incur such costs;
 6




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(xiii)
    
    Special Assessment. Special assessments or special taxes initiated as a means of
financing improvements to the Project and the surrounding areas thereof;(xiv)
    
    Fines & Penalties. Any fines, costs, late charges, liquidated damages,
penalties, tax penalties or related interest charges, imposed on Landlord or Landlords
managing agent;(xv)
    
    Contributions/Dues/Subscriptions. Any costs, fees, dues, contributions or
similar expenses for political, charitable, industry association or similar
organizations, as well as the cost of any newspaper, magazine, trade or other
subscriptions, excepting the Projects annual membership dues in the local Building
Owners and Managers Association;(xvi)
    
    Art. Costs, other than those incurred in ordinary maintenance and repair, for
sculptures, paintings, fountains or other objects of art or the display of such items;(xvii)
    
    Insurance. Costs incurred by Landlord for the repair of damage to the Project caused
by fire, windstorm, earthquake or other casualty, condemnation or eminent domain to
include terrorism or environmental other than commercially reasonable deductibles (as
requested from time-to-time by Tenant, subject to approval by Landlords mortgagee)
initially not to exceed $10,000 per occurrence ($50,000 with respect to earthquake,
flood and terrorism);(xviii)
    
    Other Insurance. Any increase in the cost of Landlords insurance caused by a
specific use by Landlord;(xix)
    
    Reserves. Any reserves of any kind.
 Sections 2.4.1 2.4.2 Section
3.1.4
 Audit
 (i)
    
    The payment by Tenant of any of Tenants Additional Rental or other Rent
charged to Tenant hereunder pursuant to this Lease shall not preclude Tenant from
questioning the accuracy of any statement provided by Landlord provided such question
is submitted within the applicable time limits set forth in this Lease.(ii)
    
    Landlord shall provide to Tenant in substantial detail each year the
calculations performed to determine Tenants Operating Expenses Amount for the Project
in accordance with the applicable provisions of this Lease. Landlord shall show the
total Operating Expenses by account for the Project and all adjustments corresponding
to the requirements as set forth herein. Landlord shall also provide in reasonable
detail its calculation of Tenants Additional Rental or other Rent charged to Tenant
hereunder.(iii)
    
    Provided Tenant is not in default under the terms of this Lease (including the
payment by Tenant of Tenants Additional Rental within the time period specified in
Section 2.3.3) and subject to this paragraph, Tenant, at its sole expense, shall have
the right once per calendar year during the Term to employ a certified public
accountant (on an hourly not a contingent fee arrangement) to audit Landlords books
and records, relating to Tenants Additional Rental as well as other Rent payable by
Tenant pursuant to this Lease to ensure that Landlord is complying with the applicable
Lease provisions. This audit must
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take place on a mutually agreeable date during reasonable business hours at
Landlords office at the address stated above and only after Tenant has given
Landlord at least ten (10) business days prior written notice of the date and time
Tenant desires to commence such audit. Landlord agrees to maintain all applicable
records until the expiration of Tenants rights to audit said records. If Tenant
elects to exercise this right, Tenant must do so within twelve (12) months after the
date Landlord delivers to Tenant the statements described in Section 2.3.3or Tenant
shall be deemed to have accepted the amount of Tenants Additional Rental or other
Rent charged to Tenant hereunder as presented by Landlord. If Tenant elects to
audit Landlords books and records, Landlord shall have the right to deliver to
Tenant an audit of the Operating Expenses for the immediately preceding calendar
year prepared by an accounting firm of national prominence. If Tenant elects to
proceed with such audit, and such audit reflects a difference from Landlords
calculation of the amount of Tenants Additional Rental or other Rent charged to
Tenant hereunder, the parties will attempt to reconcile their respective
calculations. If such audit indicates that there has been an overstatement in
Landlords calculation of the amount of Tenants Additional Rental or other Rent
charged to Tenant hereunder, Landlord shall, within ten (10) days after its receipt
of such audit, refund any excess payment of Tenants Additional Rental or other
Rent charged to Tenant hereunder to Tenant. If in fact there has been an
overstatement in Landlords calculation of the amount of Tenants Additional Rental
or other Rent charged to Tenant hereunder of $50,000 or more, then in addition to
refunding any excess payments of Tenants Additional Rental or other Rent charged to
Tenant hereunder made by Tenant, Landlord shall reimburse Tenant for the reasonable
costs and expenses incurred by Tenant in causing such audit to be performed
specifically excluding any costs based on a contingent fee arrangement. If in fact
there has been an understatement in Landlords calculation of the amount of Tenants
Additional Rental or other Rent charged to Tenant hereunder, Tenant shall pay the
amount of the understatement to Landlord. In the event an audit reveals the
overstatement or understatement of Landlords calculation of the amount of Tenants
Additional Rental or other Rent charged to Tenant hereunder, Landlord or Tenant as
applicable, may request the audit of the item or items giving rise to such error for
the two (2) calendar years preceding the year which is the subject of the audit. In
addition to the foregoing, if any audit by Landlord or its agents indicates that the
amount of Tenants Additional Rental or other Rent charged to Tenant hereunder paid
for any calendar year was greater than the amount of Tenants Additional Rental or
other Rent charged to Tenant hereunder charged by Landlord, Landlord shall refund
any excess payment of Tenants Additional Rental or other Rent charged to Tenant
hereunder within ten (10) days after its receipt of such audit.
 III
 3.1 Services
 Description
 (i)
    
    domestic water and sewer at all points of supply for the Project;(ii)
    
    central heat and air conditioning in season, subject to curtailment as required
by governmental laws, rules, or regulations, in such amounts as are necessary for
reasonable
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comfort under load conditions which do not exceed occupancy of one person per 275
square feet of Net Rentable Area in the Leased Premises and based on the power
provided in accordance with this Section 3and are otherwise customary for
Comparable Projects, all as more particularly described on Exhibit C;
 (iii)
    
    electric lighting service for the Project in the manner and to the extent
deemed by Tenant to be appropriate;(iv)
    
    janitorial service on a five (5) day week basis (exclusive of Holidays, as
defined in Exhibit C) in accordance with the janitorial specifications promulgated by
Tenant from time-to-time but in any event consistent with Comparable Projects;(v)
    
    subject to Section 6.6below, equipment and personnel to limit access to the
Project including, without limitation, security personnel to escort Tenants and
employees to their cars after normal business hours. Tenant shall have the right to
designate the provider of such security services and the scope and quantity of such
services;(vi)
    
    sufficient electrical capacity is located at the core of each floor of the
Leased Premises to operate typewriters, personal computers, calculating machines,
copiers, fax machines and other machines of low electrical consumption (120/208 volts,
single phase) and equipment of high voltage electrical consumption (277/480 volt) to
the extent that the total design load of electrical voltage within the Leased Premises
does not exceed an average of 6.5 watts per square foot of Net Rentable Area (such
electrical design load to be hereinafter referred to as the Building Standard Rated
Electrical Design Load), such Building Standard Rate Electrical Design Load to be
allocated between low electrical voltage and high electrical voltage as Tenant may
determine. In addition to the foregoing, Landlord agrees that the high voltage
(277/480 volt) power available in the Building standard bus duct at each floor on which
the Leased Premises are located will have a total (i.e., inclusive of the
above-described Building Standard Rated Electrical Design Load) capacity available to
Tenant of at least 1.5 watts per square foot of Rentable Area contained on such floor.
Tenant may install such additional equipment (at Tenants sole cost, including the cost
to design, install, maintain and replace the additional electrical equipment (including
the meters), but subject to possible reimbursement pursuant to Exhibit Dif part of the
Initial Tenant Work), provided such installation is compatible with the existing
Building systems and will not be burdensome to the Building or to Landlord, in
Landlords reasonable opinion, and Tenant shall pay during the Term all actual
operating costs related to such additional equipment (including, without limitation,
the cost of electricity, water or other services consumed through, or in connection
with, the additional electrical equipment). The method of design and installation of
any additional electrical equipment (including any related meter) required by Tenant
shall be subject to the prior written approval of Landlord not to be unreasonably
withheld, conditioned or delayed and, if performed other than as a part of the Initial
Tenant Work, shall be performed by Landlord at Tenants sole cost and shall be subject
to Landlords management fee or administrative fee, as applicable, pursuant to Section
5.1.2.(vii)
    
    all Building standard fluorescent bulb, ballast, incandescent, and other
replacement in all areas of the Project;(viii)
    
    passenger elevator service to the Leased Premises twenty-four (24) hours per day
(subject to after-hours maintenance services, provided no more than one (1) passenger
elevator in
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each Building at a time shall be taken out of service for maintenance and repair) in
accordance with the Industry Standards listed in the Barbre Consulting, Inc. report
dated July 10, 2007;
 (ix)
    
    fully code compliant life safety system and applicable backbone wiring in the
risers of the Building capable of receiving Tenant provided strobes, speakers and
horns;(x)
    
    periodic pest control or extermination services consistent with Comparable
Projects or as otherwise required by Tenant;(xi)
    
    window washing services consistent with Comparable Projects and as otherwise
required by Tenant;(xii)
    
    routine maintenance and electrical lighting service for the Project consistent
with Comparable Projects;(xiii)
    
    maintenance and repairs as detailed in Section 5.2hereof including all such repairs
and replacements as may be required to maintain the Project in a condition comparable
to Comparable Projects;(xiv)
    
    management of the Building by a property management firm, including, at
Tenants sole discretion, an on-site property manager for the Project (in which case
Tenant shall provide an appropriate on-site office for such manager at no cost), Monday
through Friday from 8:00 a.m. to 5:00 p.m., exclusive of Holidays. Tenant hereby
approves of LPC Commercial Services, Inc. (LPC) as the property management company
for the Project. Any other property management company shall require Tenants prior
written approval unless such company has at least 5,000,000 square feet of net rentable
area under management located in Class A multi tenant office buildings. Any
individual employed by the property management firm, LPC, or otherwise, as manager of
the Project must have at least five years experience in the management of office
buildings of at least 150,000 rentable square feet and otherwise shall be subject to
Tenants prior written approval which may be withheld if Tenant reasonably determines
that such individual cannot provide professional and competent management of the
Project; and(xv)
    
    any other services and amenities reasonably requested by Tenant (the cost of
which shall be reimbursable pursuant to Section 2.4hereof).
 Service Modifications Section 3.1 Section 2.4
 Reasonable Efforts to Provide Utilities Section 3.1.1
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3.1.4
    
    Operating Expense Budget Approval and Service Meetings.(i)
    
    Prior to October 1, 2007 and prior to September 15th of each
calendar year thereafter, Landlord will prepare and submit a proposed Operating Expense
Budget for the coming calendar year for review and approval by the Tenant. Tenant
shall either approve or object to specific items in such proposed Operating Budget
within forty-five (45) days (or thirty (30) days regarding the initial budget submitted
October 1, 2007) of receipt thereof. If Tenant does not either approve or object
within such time period, Landlord shall give Tenant a second written notice and if
Tenant does not respond within ten (10) days thereafter, the proposed Operating Expense
Budget shall be deemed approved. Upon receipt of any objections from Tenant, Landlord
and Tenant shall meet to resolve any issues and Landlord and Tenant agree to work in
good faith to resolve such matters consistent with the terms of this Lease. In the
event Tenant and Landlord are not able to agree upon an approved Operating Expense
Budget, Landlord shall be entitled to continue to operate under the existing Operating
Expense Budget, adjusted for actual cost increases, until Tenant and Landlord are able
to agree upon an Operating Expense Budget. Landlord agrees to work with Tenant or
Tenants representative on an ongoing basis regarding development and implementation of
the Operating Expense Budget and to reasonably implement changes to the Operating
Expense Budget reasonably requested by Tenant. As a part of the budget approval
process, at Tenants request, Landlord and Tenant will review all existing service
contracts and determine which, if any need to be changed, provided Landlord shall not
be required to terminate any contract that involves the payment of any termination fees
unless Tenant agrees such fees shall be a part of Operating Expenses; provided,
however, following the Commencement Date, unless specifically authorized by Tenant to
do so, Landlord shall not enter into any service or utility contracts which cannot be
terminated, without cost, upon sixty (60) days notice.(ii)
    
    From time to time during the term of this Lease, but not less frequently than
monthly, representatives of Tenant and Landlord shall meet to review the services being
performed with respect to the Project. At these meetings, Tenant shall document
service interruptions, point out deficiencies in Landlords services and suggest ways
of improving such services. Landlord shall apprise Tenant of current developments in
services, including any changes in contractors or procedures and shall fully inform
Tenant of planned preventive maintenance shut-downs and the like. Landlord and Tenant
shall use these meetings to the end that the Leased Premises is provided with services
acceptable to Tenant in a fashion acceptable to Tenant without undue friction between
Landlord and Tenant and in a spirit of mutual cooperation. Other informal meetings
shall be held from time to time upon request of Landlords or Tenants representatives
to correct service difficulties or procedures as they arise or as may be necessary to
facilitate communication between Landlord and Tenant.
 Interruption of Services Section 3.1.5 Section 3.1.1
 11




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Abatement Sections 3.1.1. (i) (ii) (iii) (vi) (viii) Failure of Services Failure of Service Section VI Section 6.3.5 Parking Failure of Service th Section 3.1.6 Section VI
 Restoration of Services by Tenant. Section
3.1.6
 Elevator Outages. Grace
Period Section 3.1.8
 12




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3.2 Keys and Locks
 3.3 Signage, Graphics and Building Directory ARC Top Signage Exhibit E Exhibit E Schedule 3.3
 IV
 4.1 Care of the Leased Premises
 4.2 Entry for Repairs and Inspection
 4.3 No Nuisance
 4.4 Laws and Regulations
 4.5 Legal Use and Violations of Insurance Coverage
 13




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4.6 Compliance With Laws. Schedule 4.6 Condition Surveys Applicable Laws Section 2.4
 V
 5.1 Leasehold Improvements
 As-Is As-Is Condition Initial Construction Retained
Personalty
 14




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Section 3 As-Is Condition Section 5.1.1 Section 5.3 Section 5.1.1
 Alterations
 Property of Landlord and Tenants Removable Property Tenants Removable Property
 15




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Unusual Facilities
 Taxes Exhibit D Section 5.1.4 Section 2.4.1(viii)
 5.2 Repairs by Landlord Section 2.4 ,
 5.3 Landlord Work Schedule 5.3 Schedule
5.3 Section 5.1.1 Landlord Work
 16




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VI
 6.1 Condemnation
 Option to Terminate
 Distribution of Proceeds
 (i)
    
    first, to any mortgagee(s) to the extent of any loan(s) secured by the
mortgage(s) held by such mortgagee(s);(ii)
    
    second, to Landlord until it receives the fair market value of the portion of
the Project so taken;(iii)
    
    third, to Tenant until it receives the fair market value of its unamortized
improvements and personal property taken; and(iv)
    
    fourth, the remainder of the award shall be paid to Landlord.
 6.2 Damages from Certain Causes Sections 6.4 6.5
 6.3 Fire or Other Casualty
 Notice
 Restoration Estimate Restoration Estimate
 Obligation to Rebuild Section 6.3.4 Section
6.3
 17




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Landlord and Tenant Termination Rights. i.e., Exhibit F i.e., Section 6.3.4 Section 6.3.4
 Rental Abatement Following Casualty Section 6.3.4 Untenantable
 6.4 Landlords Insurance.
 18




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Full Insurable Value Building Standard Leasehold Improvements
    Section 6.7
 6.5 Tenants Insurance
 19




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Section 6.7
 6.6 Hold Harmless Landlord Related Party Section 6.7, Section 8.6.2 Section 6.7, Section
6.6
 6.7 WAIVER OF SUBROGATION RIGHTS
 6.8 Self-Insurance
 20




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VII
 7.1 No Lien for Rent
 7.2 Default by Tenant
 Events of Default Event of Default
 (i)
    
    the failure by Tenant to pay when due any sum of money to be paid by Tenant
under this Lease, such failure continuing for a period of ten (10) days after written
notice thereof from Landlord to Tenant, provided such notice shall only be required
once in any twelve (12) month period and thereafter no notice shall be required;(ii)
    
    the failure by Tenant to comply with or perform any of the other terms,
provisions, covenants or conditions which Tenant is required to observe and to perform
and the continuation of such failure or non-performance for a period of thirty (30)
days after notice thereof has been given by Landlord to Tenant plus such additional
period of time as may be reasonable with respect to non-monetary defaults which cannot
by their very nature be cured within thirty (30) days so long as the curing of the
default is continuously and diligently prosecuted by Tenant;(iii)
    
    if Tenant is dissolved, liquidates or otherwise ceases to exist, subject to
Tenants assignment rights pursuant to Sections 8.1.1(ii) or 8.1.3hereof;(iv)
    
    a general assignment by Tenant for the benefit of creditors;(v)
    
    the filing of any voluntary petition in bankruptcy by Tenant or the filing of
an involuntary petition by Tenants creditors, which involuntary petition remains
undischarged or unstayed for a period of sixty (60) days, provided, that in the event
that under applicable law the trustee in bankruptcy or Tenant has the right to affirm
this Lease and continue to perform the obligations of Tenant hereunder, such trustee or
Tenant shall, in such time period as may be permitted by the bankruptcy court having
jurisdiction, cure all defaults of Tenant hereunder outstanding as of the date of the
affirmance of this Lease and provide to Landlord such adequate assurances as may be
necessary to ensure Landlord of the continued performance of Tenants obligations under
this Lease;(vi)
    
    the admission by Tenant in writing of its inability to pay its debts as they
become due, the filing by Tenant of a petition seeking any reorganization, arrangement,
composition, readjustment, liquidation, dissolution or similar relief under any present
or future statute, law or regulation, the filing by Tenant of an answer admitting or
failing timely to contest a material allegation of a petition filed against Tenant in
any such proceeding or, if within sixty (60) days after the commencement of any
proceeding against Tenant seeking any reorganization, arrangement, composition,
readjustment, liquidation, dissolution or
 21




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similar relief under any present or future statute, law or regulation, such
proceeding shall not have been dismissed;(vii)
    
    the attachment, execution or other judicial seizure of all or substantially
all of Tenants assets or the Leased Premises, if such attachment or other seizure
remains undismissed or undischarged for a period of ten (10) business days after the
levy thereof; and(viii)
    
    the employment of a receiver to take possession of substantially all of Tenants
assets or the Leased Premises, if such receivership remains undissolved for a period of
ten (10) business days after creation thereof.
 Termination
 Surrender of Possession TPC
 Benefit of the Bargain
 (i)
    
    the present value [determined using a discount rate of ten percent (10%) per
annum] of the total Rent and other benefits which would have accrued to Landlord under
this Lease for the remainder of the Term if the terms and provisions of this Lease had
been fully complied with by Tenant, exceeds(ii)
    
    the total fair market rental value [determined using a discount rate of ten
percent (10%) per annum] of the Leased Premises for the balance of the Term (it being
the agreement of both parties hereto that Landlord shall receive the benefit of its
bargain).
 Section 7.2.4
 (i)
    
    if Landlord elects to restore the Leased Premises to a Building standard
condition, normal wear and tear excepted, the cost to do so;
 22




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(ii)
    
    all accrued, unpaid sums due under this Lease, plus interest at the rate set
forth in Section 2.1.3for past due sums up to the date of termination;(iii)
    
    Landlords cost of recovering possession of the Leased Premises; and(iv)
    
    any other sum of money or damages owed by Tenant to Landlord.
 Right to Relet Section 7.2.4
 (i)
    
    the costs incurred by Landlord in reletting the Leased Premises (including,
without limitation, all brokerage fees, legal fees, advertising costs and the like and,
if Landlord restores the Leased Premises to Building standard condition, normal wear
and tear excepted, the cost to do so);(ii)
    
    the accrued and unpaid sums, plus interest and late charges if in arrears, due
under the terms of this Lease;(iii)
    
    Landlords cost of recovering possession of the Leased Premises; and(iv)
    
    the cost of storing any of Tenants property left on the Leased Premises after
reentry.
 Section 7.2.4 Section 7.2.5 Section 7.2.4
 Storage of Property
 Default by Landlord
 23




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Section 7.2.7 Section 7.2.7 Section 3.1.6
 7.3 Non-Waiver
 7.4 Holding Over Sections 2.2 2.3
 7.5 Attorneys Fees
 VIII
 8.1 Assignment or Sublease by Tenant
  (i)
    
    At the time of any such assignment or subletting, this Lease is in full force
and effect and there is no Event of Default by Tenant then in existence;(ii)
    
    Except as set forth in Section 8.1.2below, Tenant shall notify Landlord of its
desire to assign or sublet to the proposed assignee or sublessee at least ten (10)
business days in advance of the assignment or subletting (which notification shall
consist of the identity of any such assignee or sublessee and the location and area of
the Leased Premises affected by any such assignment or subletting) and provide Landlord
with a copy of the proposed
 24




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sublease or assignment not less than five (5) business days in advance. Within five
(5) business days after receipt of Tenants notice of its intent to sublease or
assign, Landlord shall give Tenant written notice of Landlords election (A) to
consent to the proposed transaction, or (B) not to consent to the proposed
transaction, in which event this Lease shall continue in full force or effect. If
Landlord fails to timely make such election, then Landlord will be deemed to have
elected option (A);(iii)
    
    Landlord shall only be permitted to withhold its consent to a proposed
assignment or subletting if Landlord reasonably determines (and notifies Tenant within
the above time period) that (a) the business or activities to be conducted at the
Leased Premises by the proposed assignee or sublessee would violate the terms of this
Lease, including without limitation, Section 1.3, (b) the operations of the proposed
assignee or subtenant would create a density level in excess of four (4) people per one
thousand (1000) square feet of Net Rentable Area in the applicable portion of the
Building, or (c) the proposed assignee or sublessee is a governmental entity;(iv)
    
    Any assignment of this Lease by Tenant shall only be of the entirety of this
Lease;(v)
    
    Any such assignment shall entitle the assignee to, and shall be subject to, all
the terms, covenants and conditions of this Lease, and any assignee must assume in such
assignment all the rights and obligations of the assignor hereunder; and including
without limitation, any renewal rights, parking rights, Building identity and signage
rights, and all other rights and appurtenances provided for hereunder.
  Affiliate Control
 Section 8.1 Exhibit G NDA
 25




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Section 8.1
  8.2 Assignment by Landlord Sections 8.3 8.4
 8.3 Peaceful Enjoyment
 8.4 Limitation of Landlords Liability
 8.5 Limitation of Tenants Liability
 26




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8.6 Environmental Matters
 Definitions Hazardous Materials Environmental Law
 Landlord Obligations; Indemnity Losses" Section 8.6 Section 8.6.3
 Tenant Obligations; Indemnity Section 8.6
 8.7 Consequential Damages Consequential Damages
 27




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8.8 Landlord Restrictions 200 Space Grant 200 Space Expiration Date 53 Space
Grant 53 Space
Expiration Date i.e.
 28




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8.9 Other Appurtenances
 8.10 Special Tenant Improvements Section 5.1.2 Section 5.1.3
 8.11 Telecommunications Provider
 8.12 Utility Provider Existing Utility Contract
 IX
 9.1 Notices
 29




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30




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9.2 Miscellaneous
 Successors and Assigns
 Gender, Plurals
 Remedies Cumulative
 Amendments
 Exhibits Exhibits A I
 Authorization
 Reasonable Efforts
 Invalidity
 31




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Days
 Captions
 Time of Essence
 9.3 Landlords Mortgagee
 Subordination Exhibit I
 (i)
    
    any payment of Rent for more than one month in advance except prepayments in
the nature of security for the performance by Tenant of its obligations under this
Lease; or(ii)
    
    any amendment or modification of this Lease made without the written consent of
such trustee or such beneficiary or such successor in interest. Upon request by such
successor in interest, Tenant shall execute and deliver an instrument or instruments
confirming the attornment herein provided for.
 9.4 Estoppel Certificate or Three-Party Agreement
 9.5 Tenant Financial Information
 Public Financial Statements
 32




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Section 9.5.1 Section 9.5.1
 Consolidating Financials Section 9.5.1 Section 9.5.1
 9.6 Brokers Agent
 9.7 Entire Agreement, Representations, Etc
 9.8 Waiver of Consumer Right Under DTPA
 TENANT HEREBY WAIVES ITS RIGHTS UNDER THE DECEPTIVE TRADE PRACTICES-CONSUMER PROTECTION ACT,
SECTION 17.41 ET SEQ., TEXAS BUSINESS & COMMERCE CODE, A LAW THAT GIVES CONSUMERS SPECIAL RIGHTS
AND PROTECTIONS. AFTER CONSULTATION WITH AN ATTORNEY OF ITS OWN SELECTION, TENANT VOLUNTARILY
CONSENT TO THIS WAIVER.
 9.9 Waiver of Rights Under Section 93.012 of the Texas Property Code
 33




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Section 2.3 2.4 ACCORDINGLY, TENANT VOLUNTARILY AND KNOWINGLY WAIVES ALL RIGHTS AND
BENEFITS OF TENANT UNDER SECTION 93.012 OF THE TEXAS PROPERTY CODE AS SUCH SECTION NOW EXISTS OR AS
MAY BE HEREAFTER AMENDED OR SUCCEEDED.
 [End of page]
 34




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th
 LANDLORD:RFP Lincoln Greenspoint, LLC,a Massachusetts limited liability company,Lincoln  Greenspoint LLC, a Delaware limited liability companyBy:
    
    Lincoln Non-Member Manager, Inc.,a Texas corporation, its ManagerBy:
    
    /s/ W. Frank CoferName: W. Frank CoferTitle:   Vice PresidentTENANT:EXTERRAN ENERGY SOLUTIONS, L.P., 
a Delaware
limited partnershipBy:
    
    Hanover Compression General Holdings LLC,
a Delaware limited liability company,
its General PartnerBy: /s/ Stephen A. SniderStephen A. SniderPresident
 [Signature Page to Office Lease Agreement]




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EXHIBIT A
 LAND
 TRACT I  FEE SIMPLE
           A-1




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TRACT II
  TRACT III
     A-2




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A-3




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EXHIBIT B
 FLOOR PLANS
  B-1




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B-2




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B-3




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B-4




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B-5




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B-6




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B-7




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B-8




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B-9




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B-10




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EXHIBIT C
 AIR CONDITIONING AND HEATING SERVICES
 Section 3.1.1 (ii) Building Hours
 Holidays
 1.
    
    New Years Day2.
    
    Good Friday3.
    
    Memorial Day4.
    
    Independence Day5.
    
    Labor Day6.
    
    Thanksgiving Day7.
    
    Friday following Thanksgiving Day8.
    
    Christmas Day9.
    
    Any other holiday recognized and taken by Tenant
  Exhibit C
 C-1




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EXHIBIT D
 LEASEHOLD IMPROVEMENTS
 Exhibit D Exhibit D
 Article IV Exhibit D Initial Tenant Work
 ARTICLE I. LANDLORD AND TENANT PRE-CONSTRUCTION OBLIGATIONS
 1.
    
    Tenant Space Plan. If Tenant desires to undertake Initial Tenant Work, Tenant will deliver
to Landlord a detailed space plan containing the information described in Article Vof this
Exhibit Dtogether with other relevant information and written instructions relating thereto
(said space plan and other information and instructions being herein called the Tenant Space
Plan).
 2.
    
    Landlord Review. Landlord will review the Tenant Space Plan to confirm that the Initial
Tenant Work contemplated thereby will not impair the structural, mechanical, electrical or
plumbing integrity of the Project. Landlord shall either approve or disapprove the Tenant
Space Plan within five (5) business days after the date Landlord receives the Tenant Space
Plan. If Landlord does not approve the Tenant Space Plan, Landlord will inform Tenant in
writing of its objections and Tenant will revise the same and deliver a corrected version to
Landlord for its approval within five (5) business days after the date Tenant receives
Landlords disapproval notice. The approval and revision process for the revised Tenant Space
Plan shall be the same as described in the previous two sentences. Failure of Landlord to
respond to Tenant within said five (5) business day period shall be deemed to be Landlords
approval of said submittal.
 3.
    
    Tenant Working Drawings. After the Tenant Space Plan has been approved by Landlord, Tenant
shall cause working drawings (the Tenant Working Drawings) of the Initial Tenant Work to be
prepared and shall deliver the same to Landlord for its approval. The Tenant Working Drawings
shall consist of complete sets of plans and specifications, including detailed architectural,
structural, mechanical, electrical and plumbing plans for the Initial Tenant Work. The Tenant
Working Drawings shall be substantially consistent with the Tenant Space Plan without any
material changes. The Tenant Working Drawings shall be prepared at Tenants expense by
architects and engineers selected by Tenant and reasonably approved by Landlord. The approval
process for the Tenant Working Drawings shall be identical to the approval process for the
Tenant Space Plan described in paragraph 2 of this Article I.
 ARTICLE II. SELECTION OF A CONTRACTOR AND CONSTRUCTION OF INITIAL TENANT WORK
 1.
    
    Bid Letting. Tenant shall promptly submit the approved Tenant Working Drawings to one or
more of the contractor(s) on Schedule 1of this Exhibit Dselected by Tenant (the Tenant
Contractor(s)) for pricing. Within ten (10) days of the date Tenant submits the bid
proposals to the contractor(s), Tenant shall review the bid proposals and construction
schedules received by such date.
 D-1




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2.
    
    Selection of Bid. Tenant agrees to notify Landlord promptly of Tenants selection of
Tenants Contractor.
 3.
    
    Tenant Contractor  Construction Coordination.
 (a)
    
    Tenant Contractor shall (and its contract shall so provide):
 (i)
    
    Comply with all additional rules and regulations relating to
construction activities in or on the Project as may be reasonably promulgated
from time to time by Landlord or its agents;(ii)
    
    maintain such insurance in force and effect as may be
reasonably requested by Landlord (attached hereto as Schedule 2) or as required
by applicable law ; and(iii)
    
    be responsible for reaching an agreement with Landlord and its
agents as to the terms and conditions for all contractor items relating to the
conducting of its work, including but not limited to, those matters relating to
use of elevators, systems interfacing, use of temporary utilities, storage of
materials, access to the Leased Premises and the Project and the return of
Building standard as well as other reusable materials.
 (b)
    
    Landlord shall have the right to reasonably approve the mechanical, electrical,
plumbing, drywall, life safety, and sprinkler subcontractors and engineers to be used
by the Tenant Contractor.(c)
    
    As a condition precedent to Landlord permitting the Tenant Contractor to
commence the Initial Tenant Work, Tenant and the Tenant Contractor shall deliver to
Landlord such assurances or instruments as may be reasonably requested by Landlord to
evidence the Tenant Contractors and its subcontractors compliance or agreement to
comply with the provisions of this paragraph 3.
 4.
    
    Tenant Contractor  Hold Harmless. Tenant shall indemnify and hold harmless Landlord, its
agents, contractors (including Landlords Contractor) and any mortgagee of Landlord from and
against any and all losses, damages, costs (including costs of suit and attorneys fees),
liabilities or causes of action for injury to, or death of, any person, for damage to any
property and (to the extent Landlord has made payments for Landlords Contribution in
accordance with the provisions of Exhibit D, Article IV) for mechanics, materialmens or
other liens or claims arising out of or in connection with the work done by Tenant Contractor
(and Tenant Contractors subcontractors and sub-subcontractors) under its contract with
Tenant.
 5.
    
    Tenant Contractor  Mechanics and Materialmens Liens. Tenant shall require Tenant
Contractor to notify in writing all materialmen, contractors, artisans, mechanics, laborers
and other parties hereafter contracting with Tenant for the furnishing of any labor, services,
materials, supplies or equipment with respect to any portion of the Leased Premises that they
must look solely to Tenant for payment for same and shall simultaneously send copies of all
such notifications to Landlord for its review. Should any mechanics or other liens be filed
against any portion of the Project, including the Leased Premises, by reason of Tenants or
Tenant Contractors acts or omissions or because of a claim against Tenant or Tenant
Contractor, Tenant shall inform Landlord of such lien immediately and (to the extent Landlord
has made payments for Landlords Contribution in accordance with the provisions of Exhibit D,
Article IV) cause the same to be canceled or discharged of record by bond or otherwise within
twenty (20) days after
 D-2




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receipt of notice by Tenant. If Tenant fails to cancel or discharge the lien within said
twenty (20) day period, and Landlord has made payments for Landlords Contribution relative
to the costs associated with such lien in accordance with the provisions of Exhibit D,
Article IV, Landlord may, at its sole option, cancel or discharge the same and upon
Landlords demand, Tenant shall promptly reimburse Landlord for all costs (including
attorneys fees) incurred in canceling or discharging such liens. To the extent Landlord
has failed to make payments of Landlords Contribution in accordance with the provisions of
Exhibit D, Article IV, all liens resulting from such failure shall be the responsibility of
Landlord to discharge and Landlord shall be responsible for project related delays and
damages that result from such failure to make payments.
 6.
    
    Payment of Landlord. Tenant shall pay to Landlord all amounts payable by Tenant pursuant to
this Exhibit Dwithin thirty (30) days after Tenants receipt from Landlord of an invoice and
supporting documentation therefor. Statements or invoices may be rendered by Landlord during
the progress of the Initial Tenant Work so as to enable Tenant to pay the Building Contractor,
subject to the terms of Article IV, without advancing Landlords funds to pay the cost of
Initial Tenant Work.
 7.
    
    Default. The failure by Tenant to comply with the provisions of paragraphs 4, 5, or 6 of
this Article IIshall, after the passage of the applicable notice and cure period, constitute
a default by Tenant under terms of Section 7.2of the Lease and Landlord shall have the
benefit of all remedies provided for in the Lease.
 8.
    
    Change Orders. Tenant may authorize changes in the Initial Tenant Work; provided that any
changes must meet the criteria set forth in Article Iof this Exhibit D. Tenant shall also be
responsible for any delays or additional costs caused by such change orders.
 9.
    
    As-Built Plans. Upon completion of the Initial Tenant Work, Tenant shall deliver to Landlord
a copy of the as-built plans and specifications for the Initial Tenant Work within thirty (30)
days of completing the same. Upon receipt, Landlord will transfer such plans to Landlords
Master Plans at Tenants expense.
 ARTICLE III. LEASED PREMISES DELIVERY
 1.
    
    Asbestos Survey.Landlord has, at its sole cost and expense, performed a limited Asbestos
Survey prior to or upon Lease Execution and deliver a copy of such Survey to Tenant within ten
(10) days of Lease Execution. Landlord shall, at its sole cost and expense, remove any
Hazardous Substances within the Leased Premises prior to delivery of the space for
installations or construction, with respect to Tenant performed work.
 2.
    
    Mold Survey.During the life of the Lease, Landlord shall be responsible for the cost and
expense of removal of Toxic Mold and mildew, including repair to sheetrock, ceilings, etc.,
occurring in the building or Leased Premises resulting from water and/or moisture
infiltration: 1) through the roof, exterior walls or exterior glass, or 2) from the portion of
the sprinkler system, plumbing or HVAC system not installed by Tenant, and all such costs and
expenses shall not be reimbursable to Landlord through Operating Expenses or otherwise.
During the life of the Lease, Tenant shall be responsible for the cost and expense of removal
of Toxic Mold and mildew, including repair to sheetrock, ceilings, etc., occurring in the
Leased Premises resulting from water and/or moisture infiltration: 1) caused by Tenants
modification to the roof, exterior walls or exterior glass, or 2) from plumbing work,
sprinkler system work and HVAC system work installed by Tenant.
 D-3




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3.
    
    Initial Construction.The following provisions shall apply during construction of the
Initial Tenant Work: (a) no charges shall be borne by Tenant (prior to the Rent Commencement
Date) or any contractors for electricity; water; heating; ventilation, air conditioning
(including after-hours) and at all times following the Commencement Date, Landlord shall
provide access to the Project and the services listed in Sections 3.1.1(i), (ii), (iii), (vi),
and (viii)at reasonable levels sufficient for Tenant and its contractors to perform the
Initial Tenant Work with air conditioning at comfortable levels; use of elevators; chilled
water; or any metered computer floor utilities during construction; (b) contractors shall be
allowed to place a forty cubic-yard dumpster in the truck dock area during construction, but
such dumpster placement shall not interfere with daily deliveries and truck dock use by
Landlord; (c) contractors shall be allowed the dedicated use elevators during the construction
period, provided such elevator interiors are protected in a manner reasonably satisfactory to
Landlord, (d) there shall be no charge for contractor or subcontractor parking and such
parking shall at all times be in areas within the Project in areas designated by Landlord; and
(e) there shall be no charge for after-hours contractor or subcontractor access. Throughout
the weekend in which Tenant moves into the Leased Premises, Landlord shall provide HVAC
services to the Leased Premises at no charge to Tenant.
 ARTICLE IV. MONETARY MATTERS
 1.
    
    Landlords Contribution. Tenant shall be responsible for all costs and expenses incurred in
connection with the Initial Tenant Work, including those costs and expenses associated with
the preparation of architectural and engineering plans. However, Landlord shall pay for the
Initial Tenant Work as follows (Landlords Contribution): Landlord shall extend to Tenant
an allowance of $25.00 per square foot of Net Rentable Area contained within the Leased
Premises. Said Landlords Contribution is to be used for leasehold improvements,
architectural and engineering fees, including cabling for data and telecommunications and/or
construction management fees, signage, security, audio/visual equipment and up to $3.00 per
foot for relocation costs and furniture purchases. A construction management fee shall be
payable to Landlord in the amount of one and one-half percent (11/2%). Tenant may employ its
own construction management representative at Tenants sole cost and expense. All portions of
the Landlords Contribution other than payments to Tenant Contractor shall be paid by Landlord
to Tenant, or at Tenants election, to Tenants vendors within twenty (20) days after
submission by Tenant to Landlord of an invoice, together with supporting documentation
therefor.
 2.
    
    Payment of Tenant Contractor. Landlord shall pay all billed costs as construction progresses
in accordance with item 1 above. However, in no event shall Landlord be required to pay to
Tenant Contractor an amount in the aggregate greater than Landlords Contribution.
 ARTICLE V. MINIMUM INFORMATION REQUIRED OF TENANT WORKING DRAWINGS
  1.
    
    Location and type of all partitions.2.
    
    Location and types of all doors indicating hardware and providing a keying schedule.3.
    
    Location and type of glass partitions, windows, doors and framing.4.
    
    Location of telephone equipment room accompanied by a signed approval of the
telephone company.5.
    
    Critical dimensions necessary for construction.
 D-4




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6.
    
    Location, circuit number and specifications of all electrical devices, outlets,
switches, telephone outlets, etc.7.
    
    Location and type of all lighting and access control systems.8.
    
    Location and type of equipment that will require special electrical
requirements. Provide manufacturers specifications for use and operation.9.
    
    A load analysis of all electrical devices.10.
    
    Location, weight per square foot and description of any exceptionally heavy
equipment or filing system exceeding 50 psf live load.11.
    
    Location, type and specifications of the HVAC distribution systems and controls.12.
    
    Requirements for special air conditioning or ventilation.13.
    
    Type and color of floor covering.14.
    
    Location, type and color of wall covering.15.
    
    Location, type and color of paint and/or finishes.16.
    
    Location and type of plumbing, including special sprinklering requirements.17.
    
    Location and type of kitchen equipment.
 Details Showing
 1.
    
    All millwork with verified dimensions and dimensions of all equipment to be
built-in.2.
    
    Corridor entrances.3.
    
    Bracing or support of special walls, glass partitions, etc., if desired. If
not included with the Tenant Working Drawings, the Building architect will design, at
Tenants expense, all support or bracing required.
 D-5




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SCHEDULE 1
TO EXHIBIT D
 APPROVED CONTRACTORS




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SCHEDULE 2
TO EXHIBIT D
 INSURANCE REQUIREMENTS
 VENDOR CERTIFICATE OF INSURANCE REQUIREMENTS
 16666 Northchase and 263 N. Sam Houston Pkwy
 Certificate of Insurance
 A.
    
    Workers CompensationWorkers Compensation and Employers Liability Insurance which shall fully comply with the
statutory requirements of all state laws as well as federal laws which may be applicable.
Employers Liability limit shall be $500,000 per accident for bodily injury and $500,000 per
employee/aggregate for disease. Tenant Contractor and its underwriter shall waive subrogation
against Landlord and Tenant.B.
    
    General LiabilityCommercial General Liability Insurance with a minimum combined single limit of liability of
$1,000,000 per occurrence and $2,000,000 aggregate for bodily injury and/or death and/or
property damage and/or personal injury. This coverage shall be written on an occurrence basis
and shall include products/completed operations coverage, to be maintained for three (3) years
following completion and acceptance of Tenant Contractors work and shall also include Broad
Form Contractual liability specifically covering this Lease.C.
    
    Automobile LiabilityBusiness Automobile Liability Insurance covering all owned, hired, and non-owned vehicles and
equipment used by Tenant Contractor with a minimum combined single limit of liability of
$1,000,000 for injury and/or death and/or property damage.D.
    
    Excess Liability CoverageExcess coverage with respect to (A) employers liability only, (B) and (C) above with a minimum
combined single limit of $5,000,000.E.
    
    Fidelity BondTenant Contractor shall maintain Fidelity Bond or comprehensive crime insurance coverage for the
dishonest acts of its employees in a minimum amount of $1,000,000. Landlord and Tenant shall be
named as Loss Payees, As Their Interests May Appear, on this Fidelity Bond or comprehensive
crime insurance policy.




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F.
    
    Errors and Omissions InsuranceAny Tenant Contractor providing professional services shall maintain Errors and Omissions
insurance covering any damages due to errors and omissions of the Tenant Contractor in a minimum
amount of $2,000,000. Such coverage will not be required to be project specific unless Manager
deems project specific coverage to be advisable and obtains Landlords approval to require such
coverage.G.
    
    Other CoverageLandlord reserves the right to require, upon Landlords request, certain other types of
coverage, including but not limited to, payment bonds, performance bonds, or other insurance or
bonds as Landlord deems appropriate.
 
    
    As Certificate Holder:
 
 
    
    As Additional Insured:




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EXHIBIT E
 BUILDING MOUNTED SIGNAGE SPECS
 Section 3.3
    E-1




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EXHIBIT F
 RENEWAL OPTION
 Renewal Term Exhibit F
 Market Base Rental Rate
  Arbitrator
 F-1




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F-2
       EXHIBIT G
 SUBLESSEE NON-DISTURBANCE AGREEMENT
 NON-DISTURBANCE AGREEMENT
BETWEEN    (FEE OWNER)
AND SUBTENANT
 
  
       G-1




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G-2




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(a)
    
    If to Sublessor:
 
  
 (b)
    
    If to Sublessee:
 
  
 (c)
    
    If to Prime Landlord:
 
  
  G-3




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PRIME LANDLORD:By:Name:Title:SUBTENANT:By:Name:Title:
 THE STATE OF TEXAS
    
    §§COUNTY OF HARRIS
    
    §
 
 Notary Public in and for the State of TexasName:(SEAL)
    
    My commission expires:
 THE STATE OF TEXAS
    
    §§COUNTY OF HARRIS
    
    §
 
 Notary Public in and for the State of TexasName:(SEAL)
    
    My commission expires:
 G-4




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SUBLESSOR:By:Name:Dated: , 200___
    
    Title:
 THE STATE OF TEXAS
    
    §§COUNTY OF HARRIS
    
    §
 
 Notary Public in and for the State of TexasName:(SEAL)
    
    My commission expires:
 G-5




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EXHIBIT H
 PARKING
 Section 8.8
 H-1




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EXHIBIT I
 FORM OF SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT
 SUBORDINATION, NONDISTURBANCE
 AND ATTORNMENT AGREEMENT
 Agreement    (Mortgagee    Tenant  Landlord
  Lease Demised Premises   Schedule A Mortgaged Property
 Loan   Note   Mortgage Assignment of Leases
    I-1




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Mortgagee
       
 I-2




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Rent
   
  I-3




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I-4




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MORTGAGEE:Signed, Sealed and Deliveredin the Presence of
    
    WEBSTER BANK, NATIONAL ASSOCIATIONBy: Eric J. Gilliland, Vice PresidentTENANT:By:Name:Title:
 I-5




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COMMONWEALTH OF MASSACHUSETTS
    
    )) ss:COUNTY OF
    
    )
 
 Name:Notary Public
 My Commission Expires:[SEAL]
 COMMONWEALTH OF MASSACHUSETTS
    
    )) ss: Boston  , 2007COUNTY OF
    
    )
 
 Name:Notary Public
 My Commission Expires:[SEAL]
 I-6




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SCHEDULE A
 Legal Description




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SCHEDULE 3.3
 SIGNAGE




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SCHEDULE 3.3
 SIGNAGE
   Signage
 should the logo be used on our signs?
 Common Types of Signs
 Cut out letters and elements
 
 
 Box or cabinet signs
 
 
 Flat vinyl letters or painted signs
 
 
 Monument signs
 
 
 Pole signs




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SCHEDULE 4.6
 CONDITION SURVEYS
 16666 Northchase Drive
 1.
    
    Roof Condition Report dated August 7, 2007, prepared by Michael Hardin & Associates, Inc.2.
    
    Skin/Skylights report dated August 7, 2007, prepared by Restoration Services, Inc.3.
    
    Indoor Air Quality report dated August 8, 2007, prepared by Envirotest4.
    
    ADA-TAS Observations dated August 7, 2007, prepared by Caton Consulting, Inc.5.
    
    Elevator Survey Information dated August 9, 2007, prepared by ThyssenKrupp Elevator6.
    
    Electrical Survey dated August 10, 2007, prepared by E3 Electrical Company7.
    
    HVAC Assessment Survey dated August 9, 2007, prepared by The MLN Service Company
 263 N. Sam Houston Parkway E.
 1.
    
    Roof Condition Report dated August 7, 2007, prepared by Michael Hardin & Associates, Inc.2.
    
    Skin/Skylights report dated August 7, 2007, prepared by Restoration Services, Inc.3.
    
    Indoor Air Quality report dated August 8, 2007, prepared by Envirotest4.
    
    ADA-TAS Observations dated August 7, 2007, prepared by Caton Consulting, Inc.5.
    
    Elevator Survey Information dated August 9, 2007, prepared by ThyssenKrupp Elevator6.
    
    Electrical Survey dated August 10, 2007, prepared by E3 Electrical Company7.
    
    HVAC Assessment Survey dated August 10, 2007, prepared by The MLN Service Company




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SCHEDULE 5.3
 LANDLORDS REPAIRS
 16666 NORTHCHASE DRIVE
 Roof
 
    
    Repair open seam lap near north roof drain.
    
    Replace glazing sealants in the glass skylight.
    
    Replace pitch pan at one tie back penetration.
    
    Clean and install new pourable sealant at water pipe pitch pan.
    
    Install roof protection pad and splash pan at a penthouse roof downspout discharge.
 Skin/Skylights
 
    
    Replace neoprene wedges at ground level gasket.
 ADA-TAS Code Compliance (if required by a Government Authority whether before or after March 1,
2008 )
 
    
    Comply with TAS 4.3.2  There is no accessible route of travel from the sidewalk at the
street to the building.
    
    Comply with TAS 4.14.2  The north entrance of the building is not accessible to the
handicapped. This entrance appears to be the primary entrance for individuals that are not
employees (the public). A sign directs handicapped individuals the use the entrance in
back. The accessible entrance at the back of the building is through the parking garage or
through the loading area. There are no handicap parking stalls at the north entrance, so
it may be acceptable for the entrance to be from the garage. It is not acceptable for the
accessible entrance to be through the loading area.
    
    Comply with TAS 4.9.4(2)  The handrails do not have level extensions at the bottom of
the exterior or interior stairs. The handrails are required to extend the distance of one
tread (sloped) plus 12 inches (level). This does not apply to the handrails typically
found in the center (or in side) of multi-story exit stairs, but does apply to ALL
continuous handrails typically found on the wall (or out side) side of ANY stair.
    
    Comply with TAS 4.13.6  The entrance door to training Room A does not have 18 clear on
the strike side of the jamb.
    
    TAS 4.1.3(8)(a)(ii)  Exit Stairs A exits through the building lobby. Stair B exits
directly to the exterior, but there is no ramp at that exit. Thus, there is only one
accessible exit (the ramp located at the entrance from the garage) but two are required.




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Elevators
 
    
    Perform all repairs and punch list items on the Barbre Consulting, Inc report dated July
10, 2007.
    
    Perform work necessary to achieve Satisfactory rating of all categories of operation
listed on the Barbre Consulting, Inc report dated July 10, 2007.
    
    Perform work necessary to cause the Measured Performance of all cars to comply with
Industry Standards as listed on the Barbre Consulting, Inc report dated July 10, 2007.
    
    Replace old ropes on car 2.
 Electrical
 
    
    On the section of buss duct that is running from the power company transformer to the
tap box, remove the buss duct covers, remove the rust, paint the covers, check and clean
the buss bars and reinstall the covers using new bolts. Install a new sheet metal cover
with sides over the buss duct for additional protection. Inspect the buss duct every 6
months for signs of rust.
    
    Interior Equipment
 o
    
    Main switch needs to be cleaned.o
    
    Tighten and torque wire connections.o
    
    Test ground fault switch.
 
    
    Resolve code issue with 800 amp disconnect feeding a bank of capacitors.
 HVAC
 
    
    Inspect and repair all A/C units to fully Operational Condition
    
    Third party mutually agreeable to Landlord and Tenant certify the reliability of the
centrifugal chillers once all repairs are completed.
 263 N. SAM HOUSTON PARKWAY E.
 Skin/Skylights
 
    
    Seal around the scuppers and seal laps in metal coping.
    
    Re-caulk the brick control joints and steel shelf angles.
    
    Re-caulk leaks on the skylights in the middle roof
 ADA-TAS Code Compliance (if required by a Government Authority whether before or after March 1,
2008 )
 
    
    Comply with TAS 4.3.2  There is no accessible route of travel from the sidewalk at the
street to the building.
    
    Comply with TAS 4.6.4  The stalls on the South and East of the building do not have the
Van-accessible sign.
    
    Comply with TAS 4.6.3 and TAS 4.3.2 (5)  A stall on the North side of the building
closest the Northeast entrance is marked as being handicap parking stall. There is no curb
ramp specifically for this stall, so the person is required to wheel or walk in the traffic
lane to be able to get to the accessible route of travel. Simply removing the sign may
resolve this issue.




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Elevators
 
    
    Perform all repairs and punch list items on the Barbre Consulting Inc report dated July
9, 2007.
    
    Perform work necessary to achieve Satisfactory rating of all categories of operation
listed on the Barbre Consulting Inc report dated July 9, 2007.
    
    Perform work necessary to cause the Measured Performance of all cars to comply with
Industry Standards as listed on the Barbre Consulting Inc report dated July 9, 2007.
 Electrical
 
    
    First floor electrical /switch room
 o
    
    Main switch needs to be cleaned.o
    
    Tighten and torque wire connections.o
    
    Test ground fault switch.
 
    
    First floor electrical room next to Northchase St. entrance
 o
    
    Replace Federal Pacific with new.
 HVAC
 
    
    Inspect and repair all A/C units to fully Operational Condition