LEASE
AGREEMENT
 
 STATE OF
TEXAS
  COUNTY OF
MIDLAND
 
 
 THIS
LEASE AGREEMENT made and entered into this the 26th
day ofMarch,
2008, between
WNB Tower, LTD, (hereinafter called "Landlord"), whose address for purposes
hereof 508 West Wall Street, Suite 1000, Midland, Texas 79701,
and  Natural Gas Services Group,
Inc.,
(hereinafter called "Tenant").
 
 WITNESSETH:
 Section
1.  Premises
 
 Subject
to and upon the terms, provisions, and conditions hereinafter set forth, and
each in consideration of the duties, covenants, and obligations of the other
hereunder, Landlord does hereby lease, demise, and let to Tenant, and the Tenant
does hereby lease from Landlord, those certain premises being approximately
13,135square feet of
net rentable area including (CAM) Common Area Maintenance (the "Leased
Premises") on the 5thfloor of the
building known as WNB Tower Building, 508 W. Wall Street, (The "Building"),
located on real property more particularly described on Exhibit “A” attached
hereto and made a part hereof for all purposes.
 
 Section
2.  Term
 
 This
Lease shall be for a term of 60
months beginning on the 14th day of June,
2008,
(hereinafter referred to as the "Commencement Date"), and shall expire on the
14thday
of June, 2013.
 
 Section
3.  Rent
 
 a.
              Annual
      Period:  Tenant covenants and agrees to pay Landlord, at its
      office in Midland, Texas, as rent, the
  following:
  1st
      Yr
                
                
                2nd
      Yr.
                
                
                3rd
      Yr
                
                
                4th
      Yr
                
                
                5th
      YrAnnual
      Rental:
                $
                108,363.75
                
                $
                118,215.00
                
                $
                128,066.25
                
                $
                134,633.75
                
                $
                141,201.25Monthly
      Rental
                $
                9,030.32
                
                $
                9,851.25
                
                $
                10,672.19
                
                $
                11,219.48
                
                $
                11,766.77
 Such rent
shall be paid to Landlord in advance and without demand, counterclaim or offset,
on or before the first day of each calendar month.
 
 b.
              Second
      and Succeeding Annual Periods:  To provide an equitable
      adjustment of rental to allow for increases in operating expenses incurred
      through the operation of the Building, the rental shall be adjusted in
      accordance with the following
procedures:
 
 The
Landlord shall prepare annually prior to the end of each calendar year an
estimate of total operating expenses for the upcoming calendar
year.
 
 Commencing
June
1st,
2009Tenant
shall pay monthly additional rental consisting of one twelfth (1/12) of the
difference between the "Base Year" actual operating expense costs and the
upcoming year's estimated operating expense costs allocated to the Leased
Premises.  For purposes of this Lease Agreement the "Base Year” shall
be the calendar year of 2008.  This
additional rent allocation shall be based on the proportion of the Leased
Premises' net rentable area to the Building's total net rentable
area.  Tenant's proportionate share for purposes defined herein shall
be 7.3898% of the total
estimated operating expense increase.
 
 After the
first annual period (first lease year), Landlord may from time to time
throughout the calendar year adjust the amount Tenant pays to Landlord monthly
for increases or
decreases in operating expenses, should Landlord reasonably determine
that the actual costs for operating expenses are significantly above or below
the estimated costs for operating expenses.
 
 In no
event shall Landlord include costs for capital replacement items, capital
expenditures, leasing commissions, or any expenditure that would be capitalized
in accordance with generally accepted accounting principles in the actual or
estimated operating expense calculations.
 
 Within
ninety (90) days after the conclusion of each calendar year of the Lease Term,
or as soon thereafter as possible, Landlord shall provide Tenant a detailed
statement of actual operating expenses for the previous calendar
year.  The actual operating expenses shall be compared to the
estimated operating expenses, and Tenant's account shall be adjusted annually upon completion
of audited financials by an increase or decrease based on Tenant's
proportionate share, to reflect actual cost incurred.  The Tenant
shall then be credited or billed accordingly to reflect this
adjustment.  The operating expense adjustment shall in no event cause
the initial base rent to decrease.
 
 For
purposes of calculating Tenant's initial  escalation amount, Landlord
shall estimate the 2009calendar year's
operating expenses prior toJune, 2009 and
compare the estimated amount to the actual operating expenses incurred in
calendar year 2008.  Tenant
shall commence paying the prorated calendar year difference between the amounts
in monthly increments beginning June,
2009.
 
 During
the last year of the term of this Lease Agreement, Tenant's share of increases
in operating expenses shall be calculated on a proportionate basis so Tenant is
charged only for increases in operating expenses applicable to those months
which this Lease Agreement is in effect.
 
 All sums
or amounts which Tenant shall be or become obligated to pay under this Lease
shall be deemed Rent, whether referred to as "Rental or Rent or Additional Rent"
or otherwise, and Landlord shall have all of the remedies provided by Law for
the collection thereof.  Additionally, Tenant's obligation to pay its
share of actual costs found to be excess of estimated costs shall survive any
termination of this Lease, whether by lapse of time or otherwise.
 
 c.
              Past
      Due Rent:  Any installments of rent not received by Landlord by
      the fifth day of each month, shall be assessed a late charge equal to 10%
      of the total rental amount due.  Rental payments not received by
      the last day of any given month shall be assessed an additional 10% late
      charge on the total delinquent balance.  It is agreed that the
      late payment charge shall constitute liquidated damages to reimburse
      Landlord for the damages to Landlord in connection with the handling and
      processing of late rent
installments.
 
 Section
4.  Security Deposit
 
 None
 
 Section
5.  Services to be Furnished by Landlord
 
 Landlord
shall furnish (at Landlord's cost) to Tenant while occupying the Leased Premises
the following services:
 
 (A)
              Hot
      and cold water at those points of supply provided for general use of the
      tenants in the Building;
 
 (B)
              Heat
      and air conditioning in season, during normal business hours for the
      Building at such temperatures and in such amounts as are considered by
      Landlord to be standard.  Normal business hours are 7:00 A.M. to
      6:00 P.M., Monday through Friday and 7:00 A.M. to 1:00 P.M. on
      Saturdays.  Such service at times other than normal business
      hours shall be optional on the part of Landlord, provided that upon
      reasonable prior notice such service will be provided to Tenant at
      Tenant's expense, at an hourly charge of
  $250.00.
 
 (C)
              Elevator
      service in common with other tenants for ingress and egress to and from
      the Building;
 
 (D)
              Janitorial
      service on a five (5) day week basis provided that Tenant's floor covering
      or other improvements are building standard.  If Tenant's
      improvements require other than standard janitorial services, Tenant may
      contract directly with a janitor, approved by Landlord, to clean those
      above standard improvements at Tenant's
cost.
 
 (E)
              Electric
      current (110 volts) for normal office usage in the Leased Premises and
      electric lighting service or all public areas and special service areas of
      the Building, plus replacement fluorescent light bulbs for the ceiling
      fixtures in the Leased Premises.
 
 Failure
by Landlord to any extent to furnish, or any stoppage of, these defined
services, resulting from causes beyond the control of Landlord, or from any
other cause, shall not render Landlord liable in any respect for damages to
either person or property, nor shall be construed as an eviction of Tenant, nor
work as an abatement of rent, nor relieve Tenant from fulfillment of any
covenant or agreement hereof.  Should any equipment or machinery break
down, or for any cause cease to function properly, Landlord shall use reasonable
diligence to repair the same promptly.  Tenant shall have no claim for
rebate of rent or damages on account of any interruptions in service occasioned
thereby or resulting therefrom.
 
 Notwithstanding
the above, if there is an interruption in electricity, heating, ventilating and
air conditioning or water service to the Leased Premises and such interruption
continues for a period of seven (7) consecutive business days after receipt by
Landlord of written notice from Tenant of such interruption, the Tenant shall be
entitled to an abatement of the full current
Monthly Base Rental Amount
effective from the time of interruption, which abatement shall continue until
such services are restored.
  2
  Section
6.  Keys and Locks
 
 Landlord
shall furnish Tenant (2) keys for each corridor door entering the Leased
Premises.  Additional keys will be furnished at a charge of $2.00 each
by Landlord on receipt of an order signed by Tenant or Tenant's authorized
representative.  All such keys shall remain the property of
Landlord.  No additional locks shall be allowed on any door of the
Leased Premises without Landlord's written permission, and Tenant shall not make
or permit to be made any duplicate keys, except those furnished by
Landlord.  Upon termination of this Lease, Tenant shall surrender to
Landlord all keys to the Leased Premises.  Landlord shall not be
liable to Tenant for losses due to theft or burglary or for damages done by
unauthorized persons on the Leased Premises.
 
 Section
7.  Signage
 
 No signs,
advertisements or notices shall be painted or affixed on or to any window or
doors or other parts of the Building except of such color, size and style and in
such places as shall be first approved in writing by Landlord.  No
nails, hooks or screws shall be driven or inserted in any part of the Building
other than the Leased Premises except by the building maintenance personnel, nor
shall any part be defaced by tenants.
 Landlord
will provide and maintain an alphabetical directory board in the ground floor
lobby of the Building and allot three (3) name strips for Tenant.
 
 Section 8.  Name
of Building
 
 Landlord
reserves the right to change the name of the Building at any time and from time
to time.
 
 Section
9.  Improvements to be Made by Landlord
 
 None
 
 Section
10.  Maintenance and Repairs by Landlord
 
 Unless
otherwise stipulated herein, Landlord shall be required to maintain and repair
only the structural portions of the Building, both exterior and interior,
including the heating, ventilating, and air conditioning systems and equipment,
public foyers, atriums and lobbies, corridors, parking areas, elevators,
stairwells, restrooms and all other areas serving more than one tenant of the
Building; provided however the maintenance and repair of interior partitioning
wall, carpeting and other portions of the Leased Premises which might otherwise
be considered building standard finish shall not be the obligation of
Landlord.
 
 Section
11.  Repairs by Tenant
 
 Tenant
covenants and agrees with Landlord, at Tenant's own cost and expense, to repair
or replace any damage or injury done to the Leased Premises, Building, or any
part thereof, caused by Tenant or Tenant's agents and employees, along with any
such damages done by Tenant's employees, agents, invitees or visitors in the
leased Premises, and such repairs shall restore the Building to the same or as
good a condition as it was in prior to such injury or damage, and shall be
effected in compliance with all building and fire codes and other applicable
laws and regulations; provided, however, if Tenant fails to make such repairs or
replacements promptly, Landlord may, at its option, make such repairs or
replacements, and Tenant shall repay the cost thereof, plus an additional 15%
charge to cover overhead, to Landlord on demand.
 
 Section 12.  Care
of the Premises
 
 Tenant
covenants and agrees with Landlord to take good care of the Leased Premises and
the fixtures and appurtenances therein and, at Tenant's expense, to make all
non-structural repairs thereto as and when needed to preserve them in good order
and condition except for reasonable wear and tear.  Tenant shall not
commit or allow any waste or damage to be committed on any portion of the Leased
Premises, and at the termination of the Lease, by lapse of time or otherwise, to
deliver up the Leased Premises to Landlord in as good a condition as at the date
of the commencement of the term of this Lease, ordinary wear and tear excepted,
and upon any termination of this Lease, Landlord shall have the right to
re-enter and resume possession of the Leased Premises.
 
 Section
13.  Parking
 
 Landlord
agrees to provide 6indoor  covered
parking space(s) in the garage and 25outdoor
parking space(s) in the adjacent lots at no cost. First Right of Refusal on one
(1) space in Breezeway.
 
 Section
14.  Common Areas
 
 All
entrances and exits thereto, and other facilities furnished by Landlord,
including all stairways, and other areas and improvements provided by Landlord
for the general use, in common, of tenants, their officers, agents, employees,
invitees, licensees, visitors and customers shall be at all times subject to the
exclusive control and management of Landlord, and Landlord shall have the right
from time to time to establish, modify and enforce reasonable rules and
regulations with respect to all facilities and areas mentioned in this
paragraph.
  3
  
 Section
15.  Peaceful Enjoyment
 
 Tenant
shall, and may peacefully have, hold, and enjoy the Leased Premises, subject to
all other terms hereof, provided that Tenant pays the rent and other sums herein
recited to be paid by Tenant and performs all of Tenant's covenants and
agreements herein contained.  It is understood and agreed that this
covenant and any and all other covenants of Landlord contained in the Lease
shall be binding upon Landlord and its successors only with respect to breaches
occurring during its or their respective periods of ownership of Landlord's
interest hereunder, provided that any change of ownership of the Building will
not in and of itself discharge Landlord of any liability to Tenant incurred
prior to such ownership change.
 
 Section
16.  Holding Over
 
 In the
event of holding over the Leased Premises by Tenant without the written consent
of Landlord after the expiration or other termination of the Lease, Tenant
shall, throughout the entire holdover period, pay rent equal to one and one-half
the Base Rental and Additional Rent which would have been applicable had the
term of this Lease continued throughout the period of such holding over by
Tenant.  No holding over by Tenant after the expiration of the term of
this Lease shall be construed to extend the term of this Lease; and in the event
of any unauthorized holding over, Tenant shall indemnify Landlord against all
claims for damages by any other tenant or prospective tenant to whom Landlord
may have leased all or any part of the Leased Premise effective before or after
the expiration of the term of this Lease, resulting from delay by Tenant in
delivering possession of all or any part of the Leased Premises.  Any
holding over with the written consent of Landlord shall thereafter constitute a
lease from month-to-month, under the terms and provisions of this Lease to the
extent applicable to a tenancy from month-to-month.  Landlord shall
have the right at all times during such holding over period and without with
reasonable notice to enter and show the Leased Premises to prospective
tenants and real estate representatives.
 
 Section
17.  Alterations, Additions and Improvements
 
 Tenant
covenants and agrees with Landlord not to make any material alterations or
physical additions in or to the Leased Premises without first obtaining the
written consent of Landlord in each such instance.  Landlord shall
have the sole right to refuse Tenant's request for improvements if these
improvements are not appropriate for the Building or Leased
Premises.  All such improvements or additions made to the Leased
Premises shall at once become the property of Landlord and shall be surrendered
to Landlord upon Lease termination.  Tenant shall be responsible for
any lien filed against the Leased Premise or any portion of the Building for
work claimed to have been done for, or materials claimed to have been furnished
to Tenant.  Any and all such alterations, physical additions, or
improvements, when made to the Leased Premises by Tenant, shall be at the
Tenant's expense and shall at once become the property of the Landlord and shall
be surrendered to Landlord upon termination of this Lease by lapse of time or
otherwise; provided, however, this clause shall not apply to movable fixtures,
office equipment, and other personal property owned by Tenant.
 
 Section 18.  Use
of Premises
 
 The
Leased Premises are to be used and occupied by Tenant solely for office purposes
and for no other purposes or use.  By execution of this Lease, Tenant
agrees to accept the Leased Premises.
 
 Section 19.  Laws
and Regulations, Building Rules
 
 Tenant
covenants and agrees with Landlord to reasonably comply with all laws,
ordinances, rules, and regulations of any state, federal, municipal or other
government or governmental agency having jurisdiction over the Leased Premises
and with all those rules and regulations established by Landlord, attached
hereto as Exhibit "D" and made a part hereof, and as may be altered by Landlord
from time to time for the proper operation, safety, care, and cleanliness of the
Leased Premises and Building and for the preservation of good order therein, all
changes to which will be sent by Landlord to Tenant in writing and shall be
thereafter carried out and observed by Tenant.  In the event of a
conflict or inconsistency between the provisions of this Lease and the
provisions of the Rules and Regulations, this Lease shall control.
 
 Section
20.  Nuisance
 
 Tenant
covenants and agrees with Landlord to conduct its business and to control its
agents, employees, invitees, and visitors in such manner as not to create any
nuisance, or interfere with, annoy, or disturb any other tenant or Landlord in
its operation of the Building.
 
 Section 21.  Entry
by Landlord
 
 Tenant
covenants and agrees upon receipt of reasonable notice from Landlord to permit
Landlord or its agents or representatives to enter into and upon any part of the
Leased Premises during normal business hours, unless otherwise agreed with
Tenant, with prospective purchasers, prospective tenants of the Building,
mortgagees, or insurers, to clean or make repairs, alterations, or additions
thereto, as Landlord may deem necessary or desirable, and Tenant shall not be
entitled to any abatement or reduction of rent by reasons
thereof.
  4
  
 Section
22.  Assignment and Subletting
 
 (I)           Tenant
shall not, without the prior written consent of Landlord, (A) assign or in any
manner transfer this Lease or any estate or interest therein, or (B) permit any
assignment or transfer of this Lease, or (C) sublease the Leased Premises or any
part thereof, or (D) grant any license, concession, or other right of occupancy
of any portion of the Leased Premises.  Consent by Landlord to one or
more assignments or sublettings shall not operate as a waiver of Landlord's
right as to any subsequent assignments and
sublettings.  Notwithstanding any approved assignment or subletting,
Tenant shall at all times remain fully responsible and liable for the payment of
the rent herein specified and for compliance with all of Tenant's other
obligations under this Lease and in the event of any assignment, by operation of
law, merger, consolidation or otherwise, any assignee shall assume and agree to
perform all obligations of Tenant hereunder.  If an event of default,
as hereinafter defined, should occur while the Leased Premises or any part
thereof are then assigned or sublet, Landlord, in addition to any other remedies
herein provided or provided by law, may at its option, collect directly from
such assignee or sub-tenant, and apply such rent against any sums due to
Landlord by Tenant hereunder and Tenant hereby authorized any such assignee or
sub-tenant to make such payments of rent directly to Landlord upon receipt of
notice from Landlord.  No direct collection by Landlord from any such
assignee or sub-tenant shall be construed to constitute a novation or a release
of Tenant from the further performance of its obligations
hereunder.  Receipt by Landlord of rent from any assignee, sub-tenant,
or occupant of the Leased Premises shall not be deemed a waiver of the covenant
contained in this Lease against assignment and subletting or a release of Tenant
under this Lease.  Tenant shall not mortgage, pledge, or otherwise
encumber its interest in this Lease or in the Leased Premises.  Any
attempted assignment or sublease by Tenant in violation of the terms and
covenants of this paragraph shall be void.  If Tenant is a
corporation, partnership or other entity and if at any time during the primary
term of this Lease or any renewal or extension thereof the person or persons who
own a majority of either the outstanding voting rights or the outstanding
ownership interests of Tenant at the time of the execution of this Lease cease
to own a majority of such voting rights of ownership interests (except as a
result of transferees by rights or ownership interests), such shall be deemed an
assignment of this Lease by Tenant and, therefore, subject in all respects to
the provisions of this Section 22. (I).  The previous sentence shall
not apply however, if at the time of the execution of this Lease, Tenant is a
corporation and the outstanding voting shares of capital stock of Tenant are
listed on a recognized security exchange or over the counter
market.
 
 (II)           In
the event Tenant desires Landlord's consent to an assignment of the Leases or
subletting of all or a part of the Leased Premises and as a condition to the
granting of such consent, Tenant shall submit to Landlord in writing the name of
the proposed assignee or sub-tenant, the proposed commencement date of such
assignment or subletting, the nature and character of the business of the
assignee or sub-tenant and such financial information as shall be reasonably
necessary for Landlord to determine the credit worthiness of such proposed
assignee or sub-tenant, Landlord shall have the option (to be exercised within
thirty (30) days from submission of Tenant's written request), (A) to refuse to
consent to Tenant's assignment or subleasing of such space and to compel Tenant
to continue this Lease in full force and effect as to the entire Leased
Premises; or (B) to permit Tenant to assign or sublet such space; subject,
however, to provisions satisfactory to Landlord for payment to Landlord of any
consideration to be paid by such proposed assignee or sub-tenant in connection
with such assignment or subletting in excess of Base Rental otherwise payable by
Tenant and for payment to Landlord of any lump sum payment in connection with
such assignment or subletting.  If Landlord should fail to notify
Tenant in writing of its election as described above within such thirty (30) day
period, Landlord shall be deemed to have elected option (B) above.
 
 Section
23.  Transfers of Landlord
 
 Landlord
shall have the right to transfer and assign, in whole or in part, all its rights
and obligations hereunder and in the Building and property referred to herein,
and provided Landlord's transferee assumes the duties and obligations of
Landlord arising from and after the date of any such transfer or assignment,
upon such transfer or assignment Landlord shall be released from any further
obligations hereunder, and Tenant agrees to look solely to such
successor-in-interest of Landlord for the performance of such
obligations.  Landlord shall advise Tenant in writing of its assignee
and all requisite contact names, addresses and phone numbers prior to the
effective date of assignment.  Notwithstanding the above, no such
assignment will relieve Landlord of any obligation to the Lease existing prior
to such assignment and/or transfer.
 
 
 Section
24.  Subordination to Mortgage
 
 This
Lease shall be subject and subordinate to any mortgage or deed of trust which
may hereafter encumber the Building, and to all renewals, modifications,
consolidations, replacements, and extensions thereof, which contain (or which
are included in a separate agreement) provisions to the effect that if there
should be a foreclosure or sale under power under such mortgage or deed of
trust, Tenant shall not be made a party defendant thereto, nor shall such
foreclosure or sale under power disturb Tenant's possession under this Lease,
provided always Tenant shall not be in default under this Lease.  This
clause shall be self-operative and no further instrument of subordination need
be required by any mortgagee.  In confirmation of such subordination,
however, Tenant shall at Landlord's request, execute promptly any certificate or
instrument evidencing such subordination that Landlord may reasonably
request.
  5
  Tenant
hereby constitutes and appoints Landlord the Tenant's attorney-in-fact to
execute any such certificate or instrument for and on behalf of
Tenant.  In the event of the enforcement by the trustee or the
beneficiary under any such mortgage or deed of trust of the remedies provided
for by law or by such mortgage or deed of trust, Tenant will, upon request of
any person or party succeeding to the interest of Landlord as a result of such
enforcement, automatically become the Tenant of such successor-in-interest
without change in the terms of other provisions of this Lease; provided,
however, that such successor in interest shall not be bound by 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 provided for herein.
 
 Section
25.  Mechanics Liens
 
 Tenant
will not permit any mechanic's lien or liens to be placed upon the Leased
Premises or improvements thereon or the Building during the term hereof caused
by or resulting from any work performed, materials furnished, or obligation
incurred by or at the request of Tenant, and nothing contained in this Lease
shall be deemed or construed in any way as constituting the consent or request
of Landlord, express or implied, by inference or otherwise, to any contractor,
sub-contractor, laborer, or materialman for performance of any labor or the
furnishing of any materials for specific improvement, alteration, or repair of
or to the Leased Premises, or any part thereof, nor as giving Tenant any right,
power, or authority to contract for or permit the rendering of any services or
the furnishing of any materials that would give rise to the filing of any
mechanic's or other liens against the interest of Landlord in the Leased
Premises. In the case of the filing of any lien on the interest of Landlord or
Tenant in the Leased Premises, Tenant shall cause the same to be discharged of
record within ten (10) days after the filing of same by procuring the discharge
of such lien.  If Tenant shall fail to discharge such mechanic's lien
within such period, then, in addition to any other right or remedy of Landlord,
Landlord may, but shall not be obligated to, discharge the same, either by
paying the amount claimed to be due, or by procuring the discharge of such lien
by deposit in court or bonding.  Any amount paid by Landlord shall be
repaid by Tenant to Landlord on demand, including interest thereon at the rate
of ten per cent (10%) per annum or the highest lawful rate, whichever is the
less.
 
 Section
26.  Estoppel Certificates
 
 Tenant
will, from time to time, upon not less than ten (10) days prior request by
Landlord, and at Landlord's reasonable request, execute, acknowledge, and
deliver to Landlord a statement in writing executed by Tenant certifying that
Tenant is in possession of the Leased Premises under the terms of the Lease,
that this Lease is unmodified and in full effect (or, if there have been
modifications, that this Lease is in full effect as modified, and setting forth
such modifications), and that as of such date the rent has been paid, and either
stating that to the knowledge of Tenant no default exists hereunder, or
specifying each such default of which Tenant may have knowledge, and such other
matters as may be reasonably requested by Landlord; it being intended that any
such statement by Tenant may be relied upon by any prospective purchaser or
mortgagee of the Building.
 
 Section
27.  Events of Default
 
 (I)           The
following events shall be deemed to be "Events of Default" by Tenant under this
Lease:
 (A)  Failure
to pay any installment of the Base Rental or other sums of money payable
hereunder when due and continuance of such failure for fifteen (15)
days';
 (B)  Failure
to comply with any term, provision, or covenant of this Lease, other than the
payment of rent, and not curing such failure within a ten (10) day grace period
after written notice thereof to Tenant, or, if such failure cannot reasonably be
cured within such ten (10) day period, Tenant shall commence such actions as are
necessary to cure such defect within such ten (10) day period and thereafter
diligently prosecute such curative action.
 (C)  Tenant
shall become insolvent, or shall make a transfer in fraud of creditors, or shall
commit any act of bankruptcy, or shall make an assignment for the benefit of
creditors or admission in writing of its inability to pay its debts as they
become due.
 (D)  Tenant
shall file a petition with any bankruptcy court under any section or chapter of
the United States Bankruptcy Code, as amended, or under any similar law or
statute of the United States Bankruptcy Code, as amended, or under any similar
law or statute, or Tenant shall have filed any petition or answer seeking any
reorganization, arrangement, composition, readjustment, liquidation,
dissolution, or similar relief under any present or future federal or state act
or law relating to bankruptcy, insolvency or other relief of debtors, or Tenant
shall be the subject of any order, judgement or decree entered into by a court
of competent jurisdiction approving a petition filed against Tenant for any
reorganization, arrangement, composition, readjustment, liquidation, dissolution
or similar relief under any present or future federal or state act relating to
bankruptcy, insolvency or other relief for debtors.
 (E) A
receiver, conservator or trustee shall be appointed for all or substantially all
of the assets of Tenant or of the Leased Premises or any of Tenant's property
located thereon in any proceeding brought by Tenant, or any such receiver or
trustee shall be appointed in any proceeding brought against Tenant and shall
not be discharged within sixty (60) days after such appointment, or tenant shall
consent or acquiesce in such appointment.
 (F) The
Leased Premises hereunder shall be taken on execution or other process of law in
any action against Tenant.
  6
  
 (II)           If
an Event of Default shall have occurred, Landlord shall have the right at its
election, then or at any time thereafter (and upon the expiration of any
applicable grace period, Tenant shall not be entitled to cure same and be
reinstated as "Tenant" in good standing hereunder), to pursue any one or more of
the following remedies in addition to all other rights or remedies provided
herein or at law or in equity:
 (A)
Landlord may terminate this Lease and forthwith repossess the Leased Premises
and shall be entitled to recover forthwith as damages a sum of money equal to
the total of (1) the cost of recovering the Premises, (2) the unpaid rent earned
at the time of termination, plus interest thereon at the rate of ten percent
(10%) per annum or the maximum legal rate, whichever is lesser, from the due
date, (3) the balance of the rent for the remainder of the term less the fair
market value of the Leased Premises for such period, and (4) any other sum of
money and damages owed by Tenant to Landlord in accordance
herewith.
 (B)
Landlord may terminate Tenant's right of possession (but not the Lease) and may
repossess the Leased Premises by legal means or detainer suit, without demand or
notice of any kind to Tenant and without terminating this Lease, in which event
Landlord may, but shall be under no obligation to do so, relet the same for the
account of Tenant for such rent and upon such terms as shall be satisfactory to
Landlord.  For the purpose of such reletting, Landlord is authorized
to decorate or to make any reasonable repairs, changes, alterations, or
additions in or to the Leased Premises and to incur leasing commissions that may
be necessary or convenient and reasonable, and (1) if Landlord shall fail or
refuse to relet the Leased Premises or (2) if the same are relet and a sum equal
to the rent that would have otherwise been paid by Tenant over time, discounted
to obtain present value shall not be realized from such reletting after paying
the unpaid Base Rental Amount and Additional Rent due hereunder earned, but
unpaid at the time of reletting, plus ten percent (10%) interest thereon or the
highest lawful rate, whichever is lesser, the cost of recovering possession, and
all of the reasonable costs and expenses of such decorations, repairs, changes,
alterations and additions, and leasing commissions and the expense of such
reletting and of the collection of the rent accruing therefrom to satisfy the
rent provided for in this Lease to be paid, then Tenant shall pay to Landlord as
damages a sum equal to the amount of the rent reserved in this Lease for such
period or periods, or if the Leased Premises have been relet Tenant shall
satisfy and pay any such deficiency upon demand therefor from time to time, and
Tenant agrees that Landlord may file suit to recover any sums falling due under
the terms of this Section 27 from time to time; and that no delivery or recovery
of any portion due Landlord hereunder shall be any defense in any time; and that
no delivery or recovery of any portion due Landlord hereunder shall be any
defense in any action to recover any amount not theretofore reduced to judgement
in favor of Landlord, nor shall such reletting be construed as an election on
the part of Landlord to terminate this Lease unless a written notice of such
intention be given to Tenant by Landlord.  Notwithstanding any such
reletting without termination, Landlord may at any time thereafter elect to
terminate this Lease for such previous breach.
 
 Section
28.  Landlord's Right to Relet
 
 In the
event of default by Tenant in any of the terms or covenants of this Lease or in
the event the Leased Premises are abandoned by Tenant, Landlord shall have the
right, but not the obligation to relet same for the remainder of the term
provided for herein, and if the rent received through reletting does not at
least equal the rent that would have otherwise been paid by Tenant over time,
discounted to obtain present value, Tenant shall pay and satisfy the deficiency
between the amount of the rent so provided for and that received through
reletting, including, but not limited to, the reasonable cost of renovating,
altering and decorating for a new occupant as well as any reasonable leasing
commissions incurred in connection therewith.  Nothing herein shall be
construed as in any way denying Landlord the right, in the event of abandonment
of the Leased Premises or other breach of this Lease by Tenant, to treat the
same as an entire breach of this Lease and any and all damages which Landlord
suffers thereby.
 
 Section 29.  Lien
for Rent
 
 None.
 
 Section
30.  Attorney's Fees
 
 If on
account of any breach or default by Tenant in its obligations hereunder,
Landlord shall employ an attorney to present, enforce or defend any of
Landlord's rights or remedies hereunder, Tenant agrees to pay any reasonable
attorney's fees incurred by Landlord in such connection.
 
 
 Section 31.  No
Implied Waiver
 
 The
failure of Landlord to insist at any time upon the strict performance of any
covenant or agreement or to exercise any option, right, power, or remedy
contained in this Lease shall not be construed as a waiver or a relinquishment
thereof for the future.  The waiver of or redress for any violation of
any term, covenant, agreement, or condition contained in the Lease shall not
prevent a subsequent act, which would have originally constituted a violation,
from having all the force and effect of an original
violation.   No express waiver shall affect any condition other
than the one specified in such waiver and that one only for the time and in the
manner specifically stated.  A receipt by Landlord of any rent with
knowledge of the breach of any covenant or agreement contained in this Lease
shall not be deemed a waiver of such breach, and no waiver by Landlord of any
provision of this Lease shall be deemed to have been made unless expressed in
writing and signed by Landlord.
  7
  No
payment by Tenant or receipt by Landlord of a lesser amount than the monthly
installment of rent due under this Lease shall be deemed to be other than on
account of the earliest rent due hereunder, nor shall any endorsement or
statement on any check or any letter accompanying any check or payment as rent
be deemed an accord and satisfaction, and Landlord may accept such check or
payment without prejudice to Landlord's right to recover the balance of such
rent or pursue any other remedy in this Lease provided.
 
 Section
32.  Insurance
 
 PROPERTY:
Landlord shall maintain fire and extended coverage insurance on the
Building.  Such insurance shall be maintained with an insurance
company authorized to do business in Texas, in amounts desired by Landlord and
at the expense of Landlord (as a part of the Operating Expenses), and payments
for losses thereunder shall be made solely to Landlord.   If the
annual premiums to be paid by Landlord shall exceed the standard rates because
Tenant's operations, contents of the Leased Premises, or improvements with
respect to the Leased Premises are beyond building standard, Tenant shall pay
the excess amount of the premium within ten (10) days of receipt of written
request by Landlord.   Tenant acknowledges and agrees that
insurance coverage carried by Landlord will not cover Tenant's property within
the Leased Premises or the Building and that Tenant shall be responsible, at
Tenant's sole cost and expense, for providing insurance coverage for Tenant's
movable equipment, furnishing, trade fixtures and other personal property in or
upon the Leased Premises or the Building, and for any alteration, additions or
improvements to or of the Leased Premises or any part thereof made by Tenant, in
the event of damage or loss thereto from any cause
whatsoever.   Tenant shall procure and maintain throughout the
term of this Lease a policy or policies of insurance, at its sole cost and
expense, insuring Tenant and Landlord against any and all liability for injury
to or death of a person or persons' occasioned by or arising out of or in
connection with the use or occupancy of the Leased Premises, the limits of such
policy or policies to be in an amount not less than $1,000,000 with respect to
injuries to or death of any person and in an amount of not less than $1,000,000
with respect to any one accident or disaster, and shall furnish evidence
satisfactory to Landlord of the maintenance of such insurance.  Tenant
shall obtain a written obligation on the part of such insurance company to
notify Landlord at least 10 days prior to cancellation of such
insurance.  It is recommended that Tenant carry fire and extended
coverage insurance on its personal property, as Landlord shall in no event be
required to rebuild, repair or replace any part of the furniture, equipment,
fixtures and other improvements which may have been placed by Tenant on or
within the Leased Premises.
 
 Section 33.  Legal
Use and Violations of Insurance Coverage
 
 Tenant
covenants and agrees with Landlord not to occupy or use, or permit any portion
of the Leased Premises to be occupied or used, for any business or purpose which
is unlawful, disreputable, or deemed to be extra-hazardous on account of fire,
or permit anything to be done which would in any way increase the rate of fire,
liability, or any other insurance coverage on the Building and/or its
contents.
 
 Section
34.  Indemnity
 
 Each
party to this agreement agrees to indemnify the other for and defend and hold
the other harmless from and against all fines, suits, claims, demands,
liabilities and actions [including reasonable costs and expenses of defending
against such claims) resulting or alleged to result from any breach, violation
or non-performance of any covenant or condition hereof, or from the use or
occupancy of the Leased Premises, by said party or its agents, employees,
licensees, or invitees, for any damage to person or property resulting from any
act or omission or negligence of any co-tenant, visitor or other occupancy of
the Leased Premises except as the party's own negligence may contribute
thereto.
 
 Section
35.  Waiver of Subrogation Rights
 
 Anything
in this Lease to the contrary notwithstanding, Landlord and Tenant each hereby
waives any and all rights of recovery, claim, action, or cause of action,
against the other, its agents, officers, or employees, for any loss or damage
that may occur to the Leased Premises, or any improvements thereto, or any
personal property of such party therein, by reason of fire, the elements, or any
other cause which are insured against under the terms of standard fire and
extended coverage of policies, regardless of cause or origin, including
negligence of the other party hereto, its agents, officers, or employees, and
covenants that no insurer shall hold any right of subrogation against such other
party.
 
 Section
36.  Casualty Damage
 
 If the
Leased Premises or any part thereof shall be damaged by fire or other casualty,
Tenant shall give prompt written notice thereof to Landlord.  In case
the Building shall be damaged by fire or other casualty, but shall not be
rendered untenantable in whole or in part, Landlord shall, at its sole expense,
cause such damage to be repaired with reasonable diligence to substantially the
same condition in which it was immediately prior to the happening of the
casualty, and the Base Rental Amount hereunder shall not be abated; however, in
case the Building shall be so damaged by fire or other casualty that substantial
alteration or reconstruction of the Building shall, in the agreement of Landlord
and Tenant, or if they cannot agree, in the opinion of an independent third
party architect, be required (whether or not the Leased Premises shall have been
damaged by such fire or other casualty), or in the event any mortgagee under a
mortgage or deed of trust covering the Building should require that the
insurance proceeds payable as a result of said fire or other casualty be used to
retire the Mortgage debt,
  8
  Landlord
may, at its option, terminate this Lease and the term and estate hereby granted
by notifying Tenant in writing of such termination within sixty (60) days after
the date of such damage.  If Landlord does not thus elect to terminate
this Lease, Landlord shall within seventy-five (75) days after the date of such
damage commence to repair and restore the Building and shall proceed with
reasonable diligence to restore the Building which restoration shall be
completed no later than 120 days from the date of such damage to substantially
the same condition in which it was immediately prior to the happening of the
casualty, except that Landlord shall not be required to rebuild, repair, or
replace any part of Tenant's fixtures, equipment or other personal property
removable by Tenant under the provisions of this Lease, and Landlord shall not
in any event be required to spend for such work an amount in excess of the
insurance proceeds actually received by Landlord as a result of the fire or
other casualty. Landlord shall not be liable for any inconvenient or annoyance
to Tenant or injury to the business of tenant resulting in any way from such
damage or the repair thereof, except that, subject to the provisions of the next
sentence, Landlord shall allow Tenant a proportionate diminution of rent based
on the percentage of the Leased Premises that is affected during the time and to
the extent the Leased Premises, or any portion thereof, are unfit for occupancy.
If the Premises or any other portion of the Building shall be damaged by fire or
other casualty resulting from the willful
fault or negligence of Tenant or any of Tenant's agents, employees, or invitees
in the Leased Premises, the rent hereunder shall not be diminished during the
repair of such damage, and Tenant shall be liable to Landlord for the cost and
expense of the repair of such damage, and Tenant shall be liable to Landlord for
the cost and expense of the repair and restoration of the Building caused
thereby to the extent such cost and expense is not covered by insurance
proceeds.  Any insurance which may be carried by Landlord or Tenant
against loss or damage to the Building or to the Leased Premises shall be for
the sole benefit of the party carrying such insurance and under its sole
control.
 
 Section
37.  Condemnation
 
 If the
whole or substantially the whole of the Leased Premises should be taken for any
public or quasi-public use under any governmental law, ordinance, or regulation
or by right of eminent domain, or should be sold to the condemning authority in
lieu of condemnation, then this Lease shall terminate as of the date when
physical possession of the Leased Premises is taken by the condemning
authority.  If less than the whole or substantially the whole Building
or the Leased Premises is thus taken or sold, Landlord (whether or not the
Leased Premises are affected thereby) may terminate this Lease by giving written
notice thereof to Tenant immediately
after the right of election accrues, in which event this Lease shall terminate
as of the date when physical possession of such portion of the Building or
Leased Premises is taken by the condemning authority.  If upon any
such taking or sale of less than the whole or substantially less than the whole
of the Building or the Leased Premises, this Lease shall not be thus terminated,
the Base Rental Amount and Additional
Rental payable thereunder shall be diminished by an amount representing
that part of the Base Rental Amount and Additional
Rental as shall be allocable to the portion of the Leased Premises which
was so taken or sold or affected, and Landlord shall, at Landlord's sole
expense, restore and reconstruct the Parking Area, Building or the Leased
Premises, as the case may be, to substantially their former condition to the
extent that the same, in Landlord's judgement, may be feasible; Landlord shall
not in any event be required to spend for such work an amount in excess of the
amount received by Landlord as compensation awarded upon a taking of any part or
all of the Parking Area, Building or the Leased Premises, and Tenant shall not
be entitled to and expressly waives all claim to any such
compensation.
 
 Section
38.  Notices and Cure
 
 In the
event of any act or omission by Landlord which would give Tenant the right to
damages from Landlord or the right to terminate this Lease by reason of the
constructive or actual eviction from all or part of the Leased Premises or
otherwise, Tenant shall not sue for such damages or exercise any such right to
terminate until it shall have given written notice of such act or omission to
Landlord and a reasonable period of time for remedying such act or omission
shall have elapsed following the giving of such notice, during which time
Landlord, their agents or employees, shall be entitled to enter upon the Leased
Premises and do therein whatever may be necessary to remedy such act or
omission.  During the period after the giving of such notice and
during the remedying of such act or omission, the Base Rental Amount and Additional
Amount payable by Tenant for such period as provided in this Lease shall
be abated and apportioned only to the extent that all or any part of the Leased
Premises shall be untenantable.
 
 Section
39.  Personal Liability
 
 The
liability of Landlord for any default by Landlord under the terms of this Lease
shall be limited to the interest of Landlord in the building and the land on
which the building is situated, and Tenant agrees to look solely to Landlord's
interest in the Building and the land on which the Building is situated for the
recovery of any judgment from Landlord, it being intended that Landlord shall
not be personally liable for any judgment of deficiency.  This clause
shall not be deemed to limit or deny any remedies which Tenant may have in the
event of a default by Landlord hereunder which do not involve the personal
liability of Landlord.
  9
 Section
40.  Notice
 
 Any
notice, communication, request, reply, or advice (hereinafter severally and
collectively called "notice") in this Lease provided for or permitted to be
given, made, or accepted by either party to the other must be in writing, and
may, unless otherwise in this Lease expressly provided, be given or be served by
depositing the same in the United States Mail, postpaid and certified and
addressed to the party to be notified, with return receipt requested, or by
delivering the same in person to any office of such party, or by prepaid
telegram, when appropriate, addressed to the party to be
notified.  Notice deposited in the mail in the manner herein above
described shall be effective, unless otherwise stated in this Lease, from and
after the expiration of three (3) days after it is so
deposited.  Notice given in any other manner shall be effective only
if and when received by the party to be notified.  For purposes of
notice, the addresses of the parties shall, until changed as herein provided, be
as follows:
 
 
 For
Landlord:
 
 WNB
Tower, Ltd.
 508 West
Wall Street, Suite 1000
 Midland,
Texas 79701
 
 For
Tenant:
 
 Natural Gas Services Group,
Inc.
 508 West Wall, Suite
550
 Midland, Texas
79701
 
 
 The
parties hereto and their respective heirs, successors, legal representatives,
and assigns shall have the right at any time to change their respective
addresses and each shall have the right to specify as its address any other
address by at least fifteen (15) days written notice to the other party
delivered in compliance with this Section 40.
 
 Section
41.  Surrender
 
 On the
last day of the term of this Lease or upon the earlier termination of this
Lease, Tenant shall peaceably surrender the Leased Premises to Landlord in good
order, repair, and condition at least equal to the condition when delivered to
Tenant, excepting only reasonable wear and tear resulting from normal use, the
damage by fire or other casualty covered by the insurance carried by
Landlord.  All movable fixtures, office equipment, and other personal
property of Tenant shall remain the property of Tenant, and upon the expiration
date or earlier termination of this Lease may be removed from the Leased
Premises by Tenant, subject, however, that Tenant shall repair and restore in a
good and workmanlike manner (reasonable wear and tear excepted) any damage to
the Leased Premises or Building caused by such removal.  Any of such
movable fixtures, office equipment and other personal property not so removed by
Tenant at or prior to the expiration date or earlier termination of this Lease
shall unless otherwise
agreed become the property of Landlord.  All other property as
a part of the Leased Premises attached or affixed to the floor, wall or ceiling
of the Leased Premises (including wall-to-wall carpeting, paneling or other wall
covering) are the property of Landlord and shall remain upon and be surrendered
with the Leased Premises as a part thereof at the termination of this Lease by
lapse of time or otherwise, Tenant hereby waiving all rights to any payment or
compensation therefor.  Notwithstanding anything herein to the
contrary, Tenant's surrender of the Leased Premises shall in no way affect
Tenant's obligation to pay rent to the date of expiration of this Lease, whether
or not the amount of such obligation has been ascertained either as of the date
Tenant surrenders the Leased Premises or as of the date of expiration of this
Lease.
 
 Section
42.  Relocation
 
 If
Landlord determines it necessary to utilize the Leased Premises for other
purposes during the term of this lease, Tenant agrees to relocate to other space
in the Leased Property designated by Landlord, provided such other space is of
equal or larger size and approximate in
elevation and exposure than the Leased Premises or rental may be
negotiated.
 
 Section
43.  Captions
 
 The
captions of each section of this Lease are inserted and included solely for
convenience and shall never be considered or given any effect in construing this
Lease, or any provisions hereof, or in connection with the duties, obligations,
or liabilities of the respective parties hereto, or in ascertaining intent, if
any questions of intent exists.
 
 Section
44.  Entirety and Amendments
 
 This
Lease embodies the entire contract between the parties hereto relative to the
subject matter hereof.  No variations, modifications, changes or
amendments herein or hereof shall be binding upon any party hereto unless in
writing, executed by a duly authorized officer or a duly authorized agent of the
particular party.  All exhibits referred to in this Lease and attached
hereto are incorporated herein for all purposes.
  10
  
 Section
45.  Severability
 
 If any
terms or provision of this Lease, or the application thereof to any person or
circumstance, shall, to any extent, be invalid or unenforceable, the remainder
of this Lease, or the application of such term or provision to person or
circumstances other than those as to which it is held invalid or unenforceable,
shall not be affected thereby, and each term and provision of this Lease shall
be valid and enforced to the fullest extent permitted by law.
 
 Section
46.  Binding Effect
 
 Subject
to Section 22, all covenants and obligations as contained within this Lease
shall bind, extend, and inure to the benefit of Landlord, its successors and
assigns, and shall be binding upon Tenant, its permitted successors and
assigns.
 
 
 Section
47.  Number and Gender of  Words
 
 All
personal pronouns used in this Lease shall include the other gender, whether
used in the masculine, feminine, or neuter gender, and singular shall include
the plural whenever and as often as may be appropriate.
 
 Section
48.  Recordation
 
 Tenant
agrees not to record this Lease, but no request of Landlord, will execute a
short form lease in a form recordable and complying with applicable Texas
laws.  In no event shall such document set forth the rental or other
charges payable by Tenant under this Lease; and any such document shall
expressly state that it is executed pursuant to the provisions contained in this
Lease and is not intended to vary the terms and conditions of this
Lease.
 
 Section
49.  Governing Law
 
 This
Lease and rights and obligations of the parties hereto shall be interpreted,
construed, and enforced in accordance with the laws of the State of
Texas.
 
 Section 50.  Force
Majeure
 
 Whenever
a period of time is herein prescribed for the taking of any action by Landlord,
Landlord shall not be liable or responsible for, and there shall be excluded
from the computation of such period of time, any delays due to strikes, riots,
acts of God, shortages of labor or materials, war, governmental laws,
regulations or restrictions, or any act, omission, delay or neglect of Tenant or
any of Tenant's employees or agents, or any other cause whatsoever beyond the
control of Landlord.  Furthermore, the foregoing shall in no manner
release, relieve or affect the independent obligation of Tenant to pay rent
hereunder.
 
 
 Section
51.  Relationship of Parties
 
 Nothing
contained herein shall create any relationship between the parties hereto other
than that of Landlord and Tenant, and it is acknowledged and agreed that
Landlord does not in any way or for any purpose intend, nor shall this Lease be
construed to create as between Landlord and Tenant the relation of partner,
joint venturer or member of a joint or common enterprise with
Tenant.
 
 Section
52.  Termination by Landlord
 
 Notwithstanding
any provision hereof, Landlord may, in Landlord’s reasonable discretion,
determine that the continued operation of the building in which the Leased
Premises are located is no longer economic.  Upon any such reasonable
determination by Landlord, Landlord shall notify Tenant of such determination,
and provide Tenant with 90 days notice of Landlord’s intention to terminate this
Lease and close such building.  Such determination may not be made on
a lease-by-lease basis, but must be made as to all tenants of the
building.
 
 Section
53.  Special Provisions
 
 None
  11
  
 IN
WITNESS WHEREOF, Landlord and Tenant have executed this Lease in multiple
original counterparts as of the date and year first above written.
 
 Signed at
Midland, Texas, this 5th day of May         _,
2008.
 
 
 LANDLORD:
              
              
              TENANT:WNB
      Tower, Ltd.
              /s/
      John M. Morgan
              
              Natural
      Gas Services Group, Inc.By:
              
              By:
              /s/ Stephen C.
      TaylorName:
              Jon
      M. Morgan
              Name:
              Stephen
      C. TaylorTitle:
              Agent
              Title:
              President/CEO
 
  12
  
 EXHIBIT
"A"
 
 
 
 WNB
Tower, Ltd.
 508 West
Wall Street
 Midland
Texas 79701
 
 Legal
Description
 
 COMPLETE
PROPERTY DESCRIPTION:
 TRACT
ONE:  Situated in Midland County, Texas and being all of LOTS
SEVEN (7), EIGHT (8) and NINE (9) in BLOCK FIFTY EIGHT (58) of ORIGINAL TOWN of
Midland, Midland County, Texas, according to the map or plat thereof recorded in
Volume 3, Page 232 of the Deed Records of Midland County, Texas and being more
particularly described by metes and bounds as follows:
 
 BEGINNING
at a point on the north boundary of Wall Avenue, at the platted southwestern
corner of Lot 7, Block 58, Original Town of Midland, Texas, according to the
plat of record in Volume 3, Page 232, Midland, County Deed Records; THENCE
Northeasterly, along the north boundary of Wall Avenue, 140.0 feet to a point on
the west boundary of a north-south alley, for the southeast corner of Lot
7;
 
 THENCE
Northwesterly, along the west boundary of alley, at 50 feet pass the southeast
corner of Lot 8, at 100 feet pass the southeast corner of Lot 9, in all 150.0
feet to the northeast corner of Lot 9 and southeast corner of Lot 10, said Block
58;
 
 THENCE
Southwesterly, along the common line between Lot 9 and Lot 10, a distance of
140.0 feet to a point on the east boundary of Pecos Street, at the platted
southwest corner of Lot 10 and northwest corner of Lot 9;
 
 THENCE
Southwesterly, along the east boundary of Pecos Street and west boundary of Lots
9, 8 and 7, a distance of 150 feet to the PLACE OF BEGINNING, said real property
containing 21,000 square feet.
   13
 
  EXHIBIT
"B"
 
   14
  
  EXHIBIT
"C"
 
  RENEWAL
OPTION
 
 Provided
no Event of Default exists and Tenant is occupying the entire Leased Premises at
the time of such election, Tenant may elect to exercise one additional 5
year term at a fifty cent rate increase per year, under the same terms
and conditions of the current lease subject to Tenant delivering written notice
of its intent to exercise the option no later than 90 days before the expiration
of the lease term.
   15
 EXHIBIT
"D"
 
 BUILDING
RULES
 LAWS AND
REGULATIONS
  1.
              Landlord
      agrees to furnish Tenant with adequate cards and keys to access the
      Building and the Leased Premises.  Additional keys will be
      furnished at a normal charge.
 
 2.
              Tenant
      will refer all contractors, contractor's representatives and installation
      technicians, rendering any service on or to the Leased Premises for
      Tenant, to Landlord for Landlord's approval, and supervision before
      performance of any contractual service, such approval shall not be
      unreasonably withheld.  This provision shall apply to all work
      performed in the Building including installation of telephones, telegraph
      equipment, electrical devices and attachments and installations of any
      nature affecting floors, walls, woodwork, trim, windows, ceilings,
      equipment of any other physical portion of the
  Building.
 
 3.
              Tenant
      shall at no time occupy part of the Building as sleeping or lodging
      quarters.
 
 4.
              Tenant
      shall not place, install or operate on the Leased Premises or in any part
      of the Building, any engine, stove or machinery, or conduct mechanical
      operations or cook thereon or therein, or place or use in or about the
      Leased Premises any explosives, gasoline, kerosene, oil, acids, caustics,
      or any inflammable, explosive, or hazardous material without written
      consent of Landlord.
 
 5.
              Landlord
      will not be responsible except in the event of Landlord's willful or gross
      negligence for lost or stolen personal property, equipment, money, or
      jewelry from Tenant's area or public rooms regardless of whether such loss
      occurs when area is locked against entry or
not.
 
 6.
              No
      birds, fowl or animals shall be brought into or kept in or about the
      Building, with the exception of seeing-eye
dogs.
 
 7.
              Employees
      of Landlord shall not receive or carry messages for or to any Tenant or
      other person, nor contract with or render free or paid services to any
      Tenant or Tenant's agents, employees or
  invitees.
 
 8.
              Landlord
      will not permit entrance to Tenant's offices by use of pass key controlled
      by Landlord to any person at any time without written permission by
      Tenant, except employees, contractors or service personnel directly
      supervised by Landlord.
 
 9.
              None
      of the entries, passages, doors, elevators, hallways or stairways shall be
      blocked or obstructed, or any rubbish, litter, trash, or material of any
      nature placed, emptied or thrown into these areas, nor any such areas be
      used at any time except for ingress and egress by Tenant, Tenant's agents,
      employees or invitees.
 
 10.
              The
      water closets and other water fixtures shall not be used for any purpose
      other than those for which they were constructed, and any damage resulting
      to them from misuse or by the defacing or injury of any part of the
      Building shall be borne by the person who shall occasion it.  No
      person shall waste water by interfering with the faucets of
      otherwise.
 
 11.
              Nothing
      shall be thrown out of the windows of the Building or down the stairways
      or other passages.
 
 12.
              Tenant
      agrees to reasonable parking control measures, which may be placed into
      effect from time to time by Landlord through the use of signs, identifying
      decals, or other instructions.
 
 13.
              Movement
      in or out of the Building of furniture or office supplies and equipment,
      or dispatch or receipt by Tenant of any merchandise or materials, which
      requires use of elevators or stairways, or movement through the building
      entrances, or lobby, shall be restricted to hours designated by
      Landlord.  All such movement shall be under supervision of
      Landlord and carried out in the manner agreed between Tenant and Landlord
      by prearrangement before performance.  Such prearrangement will
      include determination by Landlord of time, method, and routing of movement
      and limitations imposed by safety or other concerns which may prohibit any
      article, equipment or any other item from being brought into the
      Building.  Tenant assumes, and shall indemnify Landlord against
      all risks and claims of damage to persons and properties arising in
      connection with any said movement.
 
 14.
              The
      building is designated as
non-smoking.
 
 15.
              The
      Landlord shall not be liable for damages from stoppage of elevators for
      necessary or desirable repairs or improvements, or delays of any sort of
      duration in connection with the elevator
  service.
 
 16.
              All
      deliveries of any and all furniture, supplies, etc., will be made at the
      back entrance of the Building.  Tenant will instruct the
      supplier of this delivery location.
 
 The
Landlord reserves the right to make such other and further reasonable rules and
regulations as in its judgement may from time to time be needful, for the
safety, care and cleanliness of the Building and Leased Premises, and for the
preservation of good order therein; subject only to the terms and conditions of
the attached Lease.
  /s/
              Stephen
      Taylor
                Tenant