**SEC. 5. RENT:**As consideration for the execution of this lease, lessee covenants, agrees andpromises to pay as basic rental, a total sum of **$36,00.00**payable at the office of Lessorin twelve (12) monthly installments of **$3,000.00** in legal tender of the UnitedStates of America, in advance, without demand and without deduction, on the first day of eachcalendar month during the term hereof, provided however, that if the term of this Lease commenceson a date other than the first day of a calendar month, the first rental payment, to be made onlease execution shall be the rental for the pro-rated rental remainder for the calendar month inwhich the Lease term commences.In addition to the foregoing rental, Tenant agrees to pay to Lessor as additional rental allcharges for any services, goods, or materials furnished by Lessor at Tenant’s request which are notrequired to be furnished by Lessor under this Lease Agreement, as well as all other sums payable byTenant thereunder, within ten (10) days after lessor renders a statement therefore to lessee. Allpast due installments shall bear late fee of $**00.00.****SEC. 6. RENTAL EXCALATION:****A.** “Base Year” as used herein means the calendar year 2003.**B.** The total net rental area of the building is **14,435** square feet and for rentalescalation purposes, Tenant’s pro-rata share thereof is agreed to **.05%.** **C.** “Operating Expenses” for the base year is **$5.30** per square foot. **D.** Tenant agrees to pay as additional rental its pro-rata share of increases in operationalexpenses for the items set out in the sub-paragraphs below. Lessor shall, within nine(9) months following the close of any calendar year for which additional rental is dueunder the sub-paragraph below, give written notice thereof to the Tenant. The noticeshall include a computation of the additional rent, in reasonable detail, and Tenant agreesto make payment of the additional rents to Lessor within thirty (30) days following receiptof this notice Lessee shall have the right, at its expense and at a reasonable time, toexamine Lessor’s books relevant to additional rentals due under this paragraph. (i) Services. Tenant agrees to pay, as additional rental, its proportionate share ofany increases in Lessor’s costs of providing repairs, management, maintenance andoperation of the building, repair and operation of the building, heating, airconditioning, utilities, janitorial supplies, cleaning and other services, landscape,parking and general maintenance and repairs in excess of Lessor’s costs of theseservices for the Base Year, and any increases in subsequent calendar years, however,that for purposes of calculations hereunder, any increases in utility rates (those forwater, sewer, electricity and other utilities servicing the building) in excess of suchrates as they exist on the Commencement Date hereof shall be a part of the increasedbuilding operating costs without regard to the lease period.
 
 

 
 (ii) Property Taxes. Lessor agrees to pay, as they become due, all real estate taxes,which accrue against the leased premises during the term of this lease. Tenant agrees to pay,as additional rental, its proportionate share of any increases in real estate taxes over thetaxes paid for the Base Year, and any increase in subsequent calendar year.  (iii) Insurance. Tenant agrees to pay as additional rental, its proportionate share ofany increase insurance premiums Lessor is required to pay pursuant to the terms of thisLease over the insurance premiums paid for the Base Year, and any increases insubsequent calendar years. If an increase in the fire and extended coverage premiumspaid by Lessor for the building in which Tenant occupied space is caused by Tenant;Tenant’s use and occupancy of the premises, or if Tenant wrongly vacates the premisesprior to the normal expiration of the lease and causes an increase, then Tenant shall payas additional rental the amount of the increase to Lessor.  (iv) Base Rental. Anything herein to the contrary notwithstanding, in no event will theBase Rental provided for herein ever be reduces.If Additional Rental is due at the end of any calendar year, Tenant agrees to pay Lessorwithout deduction or setoff, the Additional Rent as follows:  (v) At the end of each calendar Year and within thirty (30) days from notice from the Lessorthat Additional Rent is due, Tenant shall pay Lessor Additional Rent not already paid byTenant pursuant to the provisions hereof, and  (vi) Tenant agrees to pay Lessor for each month during each calendar year one-twelfth (1/12)of such Additional Rental due for the preceding calendar year. On the first day of themonth next following written notice from Lessor that Additional Rent is due for theimmediately proceeding calendar year, Tenant shall pay additional sum necessary so thatTenant shall have paid one-twelfth (1/12) of such Additional Rent for each month in thethen current year. Thereafter, Tenant shall pay on the first day of each month until asubsequent adjustment in Additional Rent, one-twelfth (1/12) of such Additional Rent forthe immediately preceding calendar year.  (vii) The rental payable during each calendar year of part thereof during the term of this Leasesubsequent to the base year for rental escalation as heretofore specified in the leaseshall be increased by Tenant’s percentage share, as specified in the Base Lease Information, of thetotal dollar increase, if any, in Operating Expenses paid or incurred by Lessor in theBase Year. Operating Expenses shall not include any capital costs made by Lessor.**SEC. 7. SERVICES AND UTILITIES**Lessor, at its sole cost and expense will pay for all charges forwater and electricity used by Tenant while occupying the leased premises, with electricity forordinary office uses, ballastand lamp replacement for the building’s fluorescent fixtures locatedin the demised premises, elevator service; janitorial service on a five-day week basis, in themanner and to the extent deemed standard by Lessor during the periods and hours as services arenormally furnished to all tenants. Tenant will pay all telephone charges. Lessor agrees to furnishTenant with tempered and refrigerated water at those points of supply provided for
 
 

 
 general use ofother Tenants in the building; heated and refrigerated air conditioning in season, at temperatures and in amounts which Lessor considers standard. Lessor shall not be liablein damages or otherwise for failure, stoppage or interruption of any such service, nor shall thesame be construed as eviction of Tenant, work or abatement of rent, or relieve Tenant from theoperation of any covenant or agreement; but in the event of any failure, stoppage or interruptionthereof, Lessor shall use reasonable diligence to resume service promptly. The work of thebuilding janitor shall not be hindered by Tenant. In the event Tenant desires heating and airconditioning at times other than herein specified, Tenant agrees to pay entire cost thereof.**SEC. 8. MAINTENANCE, REPAIRS AND USE:**Lessor shall, at its own cost and expense provide for thecleaning and maintenance of the public portions of the building, including painting and landscapingsurrounding the building. Unless otherwise expressly stipulated herein, Lessor shall not berequired to make any improvements or repairs of any kind or character on the leased premises duringthe term of this lease, except such repairs as may be required by normal maintenance operations,which shall include repairs to the exterior walls, corridors, windows, roof and other structuralelements and equipment of the building, such additional maintenance as may be necessary because ofdamages by persons other than Tenant, its agents, employees, invitees or visitors. Lessor shallhave sole control over the parking of automobiles and other vehicles and shall designate parkingareas and building service areas. Lessor may at its option and at the cost and expense of Tenant,repair or replace any damage of injury done to the building or any part thereof, caused by Tenant,Tenant’s agents, employees, licensees, invitees or visitors; Tenant shall pay the cost thereof toLessor on demand. Tenant further agrees to maintain and keep the interior of the leased premisesin good repair and condition at Tenant’s expense. Tenant agrees not to commit or allow any wasteor damage to be committed on any portion of the leased premises, and at the termination of thislease, by lapse of time or otherwise, to deliver up the leased premises to Lessor in as goodcondition as on date of possession by Tenant, ordinary wear and tear alone excepted, and upon suchtermination of this lease, Lessor shall have the right to reenter and resume possession of theleased premises. Tenant will not use, occupy or permit the use or occupancy of the leased premisesfor any purpose which is directly or indirectly, forbidden by law, ordinance, or governmental ormunicipal, regulation or order, or which may be dangerous to life, limb or property; or permit themaintenance of any public or private nuisance; or do or permit any other thing which may disturbthe quiet enjoyment of any other tenant of the building; or keep any substance or carry on orpermit any operation which might emit offensive odors or conditions into other portions of thebuilding; or use any apparatus which might make undue noise or set up vibrations in the building;or permit anything to be done which would increase the fire and extended coverage insurance rate ofthe building or contents, and if there is any increase in such rates by reason of acts of Tenant,then Tenant agrees to pay such increase promptly upon demand thereof by Lessor.**SEC. 9. QUIET ENJOYMENT:**Tenant, on paying the said rent and performing covenants herein agreed to be by it performed,shall and may peaceably and quietly have, hold and enjoy the leased premises for the said term.
 
 

 
**SEC. 10. ALTERATIONS:**Tenant covenants and agrees to keep the premises free of all liens for improvements or otherwiseand that it will make no structural change or major alteration without Lessor’s written consent inadvance, and without first furnishing the Lessor fifteen (15) days advance noticeoutlining in detail the proposed changes or alterations.**SEC. 11. FURNITURE, FIXTURES AND PERSONAL PROPERTY:**Tenant may remove its office supplies and movable office furniture and equipment not attachedto the walls, ceiling or floors of the building provided: (a) such removal is made prior to thetermination of the term of this lease; (b) Tenant promptly repairs all damage caused by suchremoval. All other property at the leased premises and any alterations of additions to the leasedpremises including but not limited to wall-to-wall carpeting, paneling, desks, shelves, molding, orwall covering and any other article attached or affixed to the floor, wall or ceiling of the leasedpremises as a part thereof at the termination of this lease by lapse of time or otherwise.**SEC. 12. SUBLETTING AND ASSIGNING:**Tenant shall not assign this lease, or allow it to be assigned, in whole or in part, by operationof law or otherwise, or mortgage or pledge the same, or sublet the leased premises, or any parthereof, without the prior written consent of Lessor, which shall not be unreasonably withheld, andin no event shall any such assignment or sublease ever release lessee from any obligation orliability hereunder. No assignee or sublessee of the Premises or any portion thereof may assign orsublet the Premises or any portion thereof.If the Tenant desires to assign or sublet all or any part of the demised Premises, it shall discusssame with Lessor at least thirty (30) days in advance of the date on which Tenant desires to makesuch assignment or sublease, either directly or through any broker. When Tenant has obtained anassignee or sublessee, Tenant shall provide Lessor with a copy of the proposedassignment or sublease. Within twenty (20) days after Lessor’s receipt of Tenant’s proposedassignment or sublease, Lessor shall have the option to: A. Cancel the lease as to the Premises or portion thereof proposed to beascended or Sublet; or  B. Consent to the proposed assignment or sublease, in which event,however, if therent due and payable by any assignee or sublessee under any such permitted assignmentor sublease (or a combination of the rent payable under such assignment or subleaseplus any bonus or any other consideration therefore or any payment incident thereto) for the space assigned or sublet exceeds the hereinaboveprovided rent payable under this Lease for such space, Tenant shall be bound andobligated to pay Lessor all such excess rental and other excess consideration withinten (10) days following receipt thereof by Tenant from such assignee or sublessee, asthe case by be: or  C. Refuse its consent to the proposed assignment or sublease but allowTenant to continue in search for an assignee or sublessee that may be acceptable toLessor,which option shall be deemed to be elected unless Lessor gives Tenant written noticeproviding otherwise.
 
 

 
**SEC. 13. FIRE AND CASUALTY:**The parties hereto mutually agree that if the leased premises are partially or totally destroyed byfire or other casualty covered by the fire and extended coverage insurance to be carried by Lessorunder the terms hereof, then Lessor may at its option, repair and restore the leased premises assoon as it is reasonably practicable, to substantially the same condition in which the leasedpremises were before such damage, or it may terminate the lease; provided, however, that in theevent the leased premises are completely destroyed or so badly damaged that repairs cannot becommenced within thirty (30) days and completed within six months thereafter, then this lease shallbe terminable as of the date of the occurrence of the damage or destruction, by either party heretoby serving written notice upon the other; and provided further, that in any event if repairs havenot been commenced within thirty (30) days from the date of said damage and thereafter completedwithin a reasonable time, in no case to exceed six months, this lease may be immediately terminatedby Tenant as of the date of the occurrence of the damage or destruction, by serving notice upon theLessor.In the event the leased premises are completely destroyed or so damaged by fire or other casualtycovered by the fire and extended coverage insurance to be carried by Lessor under the terms hereofthat it cannot be reasonably be used by Tenant for the purposes herein provided and this lease isnot terminated as above provided, than there shall be a total abatement of rent until said premisesare made usable. In the event the leased premises are partially destroyed or damaged by fire orother hazard so that such premises can be only partially used by Tenant for the purpose hereinprovided, then there shall be a partial abatement in the rent corresponding to the time and extentwhich such premises cannot be used by Tenant.**SEC. 14. CONDEMNATION:**In the event the building, leased premises, or any portion thereof shall be taken or condemned inwhole or in part for public purposes then the term of this lease shall, at the option of theTenant, forthwith cease and terminate, and the Lessor shall receive the entire award for land andbuilding; in the event Tenant does not terminate as herein provided, there shall be proportionedreduction in the rent.**SEC. 15. DEFAULT BY TENANT:**Tenant shall make default in any covenant or agreement to be performed by it and if after writtennotice from Lessor to Tenant (except for a default caused by the nonpayment of rent as set forth inSection 5 Hereof, for which no notice is required) such default shall continue for a period of ten(10) days or if the leasehold interest of Tenant shall be taken on execution or other process oflaw or if Tenant shall petition under any provision the Bankruptcy Code of the United States or bedeclared to be insolvent according to law, than and in any of said causes, the Lessor mayimmediately or at any time thereafter, without further notice or demand, enter upon and into saidPremises or any part thereof and take absolute possession of the same fully and absolutely withoutsuch reentry automatically working a forfeiture of the rents to be paid and the covenants to beperformed by Tenant for the full term of this lease and at the
 
 

 
 Lessor’s election, Lessor may eitherlease or sublet such premises or any part thereof on such terms andconditions and for such rents and for such time as the Lessor may reasonably elect and aftercrediting the proceeds of any rent actually collected by Lessor from such relating on the rentalsstipulated to be paid under this lease by Tenant, collect from Tenant any balance remaining due onthe rent reserved under this lease, or Lessor may declare this lease forfeited and may take fulland absolute possession of said premises free from any subsequent rights or obligations of Tenant,or at the option of Lessor, the entire rent for the balance of the term shall at once become dueand payable, as if by the terms of this lease it were all payable in advance. In the event of suchdefault and relating by Lessor, Tenant agrees to pay all cost of refurnishing and all costs ofrelating premises.All remedies herein given Lessor, including all those set forth as provided by law, shall becumulative, and the exercise of one or more of such remedies by Lessor shall not exclude theexercise of any other consistent remedy, nor shall any waiver by Lessor, express or implied, ofany breach of any term, covenant or condition hereof be deemed a waiver of such term, condition orcovenant, or any subsequent breach of the same of any other term, covenant or condition hereof.Acceptance of rent by Lessor from Tenant or any assignee, sublessee or otherSuccessor in interest to Tenant, with or without notice, shall never be construed as a waiver ofany breach of any term, condition or covenant of this lease. Failure of Lessor to declare anydefault upon occurrence thereof; or delay in taking action with respect thereto shall not waivedefault, and Lessor shall have the right to declare such default at any time and take such actionas may be authorized hereunder, in law or equity, or otherwise.In addition to the payment of the rentals and the late payment charge as provided herein, theLessor and Tenant each agree to reimburse the other for all expenses incurred by either ineffecting enforcement of these lease provisions, which shall include but not be limited toattorney’s fees and court costs. In the event of money judgment, attorney’s fees shall be amaximum of fifteen percent (15%) thereof.**SEC. 16. HOLD HARMLESS:**Lessor and Tenant agrees that each will indemnify the other and hold the other harmless from andagainst all fines, suits, claims, demands, liabilities and actions (including costs and expenses ofdefending against such claims) resulting or alleged to result from any breach, violation ornon-performance of any covenant or condition hereof or from the use of occupancy of the leasedpremises by Tenant or Tenant’s agents, employees, licensees, or invitees. Lessor shall not beliable to Tenant or Tenant’s agents, employees, licensees, or invitees, for any damage to person orproperty resulting from any act or omission or negligence of any co-tenant, visitor or otheroccupant of the building except insofar as Lessor’s own negligence may contribute thereto.**SEC. 17. NONWAIVER:**Neither acceptance of rent by Lessor nor failure by Lessor to complain of any action, non-action ordefault of Tenant, whether singular or repetitive, shall constitute a waiver of any of Lessor’srights hereunder. Waiver by Lessor of any right for any default of Tenant shall not constitute awaiver of any right for either a subsequent default of the same obligation or any other default.No act or thing done by Lessor or its agent shall be deemed to be an acceptance of surrender ofthe leased premises and no agreement to accept a surrender of the leased premises shall be validunless it is in writing and signed by a duly authorized officer or agent of Lessor.
 
 

 
**SEC. 18. RULES AND REGULATIONS:**Such reasonable rules and regulations applying to all Tenants in the building as may be hereafteradopted by Lessor for the safety, care and cleanliness of the premises and the preservation of goodorder thereon, are hereby made a part hereof and Tenant agrees to comply with all such rules andregulations. Lessor shall have the right at all times to change rules andRegulations or to amend them in any reasonable manner as may be deemed advisable by Lessor, all ofwhich changes and amendments will be sent by Lessor to Tenant in writing and shall be thereaftercarried out and observed by Tenant. (See Exhibit “B” attached).**SEC. 19. ASSIGNMENT BY LESSOR:**Lessor shall have the right to assign or transfer, in whole or in part every feature of its rightand obligations hereunder and in the building and leased premises. Such assignments or transfersmay be made to a corporation, trust, trust company, individual or group of individuals, andhowsoever made shall be in all things respected and recognized by Tenants.**SEC. 20. SEVERABILITY:**This Lease Agreement shall be construed in accordance with the laws of the State of Oklahoma. Ifany clause or provision of this lease is illegal, invalid, or unenforceable, under present orfuture laws effective during the term hereof, that the remainder of this lease shall not beaffected thereby, and it is also the intention of both parties that in lieu of each clause orprovision that is illegal, invalid or unenforceable, there be added as a part of this lease aclause or provision as similar in terms to such illegal, invalid or unenforceable clause orprovisions as may be possible and be legal, valid and enforceable.**SEC. 21. SIGNS:**No signs of any kind or nature, symbol or identifying mark shall be put on the building, in thehalls, elevators, staircases, entrances, parking areas or upon doors, walls or windows, whetherplate glass or otherwise, of the leased premises nor within the leased premises so as to be visiblefrom the public areas or exterior of the building, without prior written approval of Lessor. Allsigns or lettering shall conform in all respects to the sign and/or lettering criteria establishedby Lessor.**SEC. 22. SUCCESSORS AND ASSIGNS:**The Lessor and Tenant agree that all provisions hereof are to be construed as covenants andagreements as though the words imparting such covenants were used in each separate paragraphhereof, and that, except as restricted by the provisions of the section entitled “Subletting andAssigning” hereof, this lease agreement and all the covenants herein contained shall be bindingupon the parties hereto, their respective heirs, legal representatives, successors and assigns.
 
 

 
**SEC. 23. HOLDING OVER:**In the event of holding over by Tenant after the expiration or termination of this lease, such holdover shall be as a Tenant at will and all of the terms and provisions of this lease shall beapplicable during such period, except that Tenant shall pay Lessor as rental for the period of suchhold over an amount equal to twice the rent which would have been payable by Tenant hadsuch hold over period been a part of the original term of this lease, and Tenant will vacate saidpremises and deliver the same to Lessor upon Tenant’s receipt of notice from Lessor to vacatepremises. The rental payable during such hold over period shall be payable to Lessor on demand.No holding over by Tenant, whether with or without consent of Lessor, shall operate to extend thislease except as herein provided.**SEC. 24. ENTIRE AGREEMENT**This instrument and any attached addenda or exhibits signed by the parties constitute the entireagreement between Lessor and Tenants; no prior written or prior or contemporaneous oral promises orrepresentations shall be binding. This lease shall not be amended, changed or extended except bywritten instrument signed by both parties hereto. Paragraph captions herein are for Lessor’s andTenant’s convenience only, and neither limit nor amplify the provisions of this instrument.**SEC. 25. NOTICES:**Whenever in this lease it shall be required or permitted that notice of demand be given or servedby either party to this lease to or on the other, such notice or demand shall be given or servedand shall not be deemed to have been given or served unless in writing and delivered personally orforwarded by Certified or Registered Mail, postage pre-paid, addressed as follows:**To the Lessor****ONWARD, L.L.C.**