Draft
        of 12/14/06

    

     

    EXHIBIT
      10.06

    

      ELEVENTH
        AMENDMENT TO LEASE AGREEMENT

    

     

    THIS
      ELEVENTH AMENDMENT TO LEASE AGREEMENT (this “Eleventh
      Amendment”)
      is
      made and entered into as of the 21st day of December, 2006, by and between
      TEXAS
      TOWER LIMITED, a Texas limited partnership (the “Landlord”),
      and
      SANDERS MORRIS HARRIS INC., a Texas corporation (successor in interest to
      Sanders Morris Mundy Inc.) (the “Tenant”).

     

    WITNESSETH

     

    WHEREAS,
      by that certain Lease Agreement dated September 22, 1987 (the “Original
      Lease”),
      Landlord leased to Tenant approximately 8,064 square feet of net rentable area
      of office space located on Floor 31 (the “Leased
      Premises”),
      of
      the building now known as JPMorgan Chase Tower, located at 600 Travis Street,
      in
      Houston, Harris County, Texas 77002 (the “Building”),
      all
      as is more fully described in the Original Lease; and

     

    WHEREAS,
      Landlord and Tenant have amended the Original Lease pursuant to the following
      instruments: (i) First Amendment to Lease Agreement dated October 26, 1990
      (the
“First
      Amendment”);
      (ii)
      Second Amendment to Lease Agreement dated December 1, 1990 (the “Second
      Amendment”);
      (iii)
      Third Amendment to Lease Agreement dated May 21, 1991 (the “Third
      Amendment”);
      (iv)
      Fourth Amendment to Lease Agreement dated April 20, 1992 (the “Fourth
      Amendment”);
      (v)
      Fifth Amendment to Lease Agreement dated July 25, 1994 (the “Fifth
      Amendment”);
      (vi)
      Sixth Amendment to Lease Agreement dated September 25, 1996 (the “Sixth
      Amendment”);
      (vii)
      Seventh Amendment to Lease Agreement dated January, 1998 (the “Seventh
      Amendment”);
      (viii) Eighth Amendment to Lease Agreement dated April 27, 2000 (the
“Eighth
      Amendment”);
      Ninth
      Amendment to Lease Agreement dated September 18, 2000 (the “Ninth
      Amendment”);
      and
      Tenth Amendment to Lease Agreement dated December 7, 2001 (the “Tenth
      Amendment”)
      (the
      Original Lease, as so amended, is collectively referred to herein as the
“Lease”);
      and

     

    WHEREAS,
      the current area of the Leased Premises is 44,295 square feet of net rentable
      area, consisting of 22,222 square feet of net rentable area on Floor 30 of
      the
      Building, and 22,073 square feet of net rentable area on Floor 31 of the
      Building, respectively (collectively, the “Existing
      Premises”),
      and
      the existing Lease term is scheduled to expire on November 30, 2007;
      and

     

    WHEREAS,
      Landlord and Tenant desire to further amend the Lease, to provide, among other
      things, for a relocation of the Leased Premises and an extension of the Lease
      term, and the parties are willing to agree to such an amendment upon the terms
      and conditions as set forth below.

     

    NOW,
      THEREFORE, in consideration of the mutual covenants set forth herein, Ten
      Dollars ($10.00) and other good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged, Landlord and Tenant agree to
      amend, and do hereby amend, the Lease as follows:

     

    1.  New
      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
      and under the Lease, as amended, Landlord does hereby lease to Tenant and Tenant
      does hereby lease from Landlord approximately 67,024 square feet of net rentable
      area being the entirety of Floor 57 (22,561 square feet of net rentable area),
      Floor 58 (22,561 square feet of net rentable area) and Floor 59 (21,902 square
      feet of net rentable area) of the Building (the “New
      Premises”),
      as
      depicted on the floor plans of the New Premises attached hereto and made a
      part
      hereof for all purposes as EXHIBIT
      A.

     

    
      
         

      

      
        
        

        
          

        

      

      
         

      

    

     

    2.  Term.
      The
      term (the “Term”)
      of the
      Lease with respect to the New Premises shall be one hundred twenty (120) months
      commencing on the later to occur of (i) December 1, 2007 or (ii) the date of
      Tenant’s occupancy of the New Premises for the purpose of conducting business
      therefrom (the “New
      Premises Commencement Date”),
      and
      expiring on the last day of the full calendar month from and after the New
      Premises Commencement Date (the “Expiration
      Date”)
      (unless sooner terminated, or extended, in accordance with the Lease). Landlord
      shall use reasonable efforts to deliver vacant, broom-clean possession of the
      New Premises to Tenant on or prior to July 1, 2007 for Tenant’s construction of
      leasehold improvements therein. Notwithstanding the foregoing, if Tenant has
      not
      occupied the New Premises by February 1, 2008 (such date to be extended one
      day
      for each day of delay beyond July 1, 2007 that Landlord fails to deliver
      possession of the New Premises to Tenant), the New Premises Commencement Date
      shall be deemed to be February 1, 2008 (or the applicable extended date). In
      addition, if Landlord does not deliver vacant, broom-clean possession of the
      New
      Premises to Tenant on or prior to September 1, 2007, Tenant shall be granted
      an
      abatement of Base Rental and Lessee’s Additional Rental commencing on the New
      Premises Commencement Date (as extended as provided above), equivalent to one
      day for each day of delay beyond September 1, 2007 that Landlord fails to
      deliver possession of the New Premises to Tenant. Promptly following the New
      Premises Commencement Date, the parties shall execute a certificate designating
      the New Premises Commencement Date and the Expiration Date (in a form provided
      by Landlord and reasonably acceptable to Tenant).

     

    3.  Net
      Rentable Area.
      Article
      I, Paragraph I of the Lease is hereby amended to provide that from and after
      the
      New Premises Commencement Date, and except as provided in Section 5 below,
      the
“leased premises” shall be the New Premises and the “net rentable area” of the
      leased premises shall be stipulated to be 67,024 square feet.

     

    4.  Rent.

     

    (a)  Effective
      as of the New Premises Commencement Date and continuing through the Expiration
      Date, Base Rental payable by Tenant pursuant to Article II, Paragraph 4 of
      the
      Lease with respect to the New Premises shall be determined according to the
      following schedule:

     

    
      	
              Time
                Period

            	 	
              Base
                Rental Rate

              PSF/NRA

            	 	
              Annual
                Base

              Rental

            	 	
              Monthly
                Base

              Rental

            	 
	 	 	 	 	 	 	 	 
	
              NPCD
                - Month 48

            	 	
              $

            	
              15.50
                net

            	 	
              $

            	
              1,038,872.00

            	 	
              $

            	
              86,572.67

            	 
	
              Months
                49 - 96

            	 	
              $

            	
              16.50
                net

            	 	
              $

            	
              1,105,896.00

            	 	
              $

            	
              92,158.00

            	 
	
              Months
                97 - 120

            	 	
              $

            	
              17.50
                net

            	 	
              $

            	
              1,172,920.00

            	 	
              $

            	
              97,743.33

            	 


    

     

    
      
         

      

      
        -2-

        
          

        

      

      
         

      

    

     

    (b)  The
      Base
      Rental rates quoted above are per square foot of net rentable area within the
      New Premises per annum. In addition to Base Rental, Tenant shall pay, with
      respect to the New Premises, during the Term, Lessee’s Additional Rental,
      Lessee’s Forecast Additional Rental, parking rent and all other sums required to
      be paid by Tenant pursuant to the terms and conditions of the Lease, in
      accordance with such terms and conditions.

     

    5.  Continued
      Occupancy of Existing Premises; Relinquishment of Existing Premises; Relocation
      to New Premises.
      The
      Base Rental rate payable by Tenant with respect to the Existing Premises shall
      decrease to $15.50 per square foot of net rentable area within the Existing
      Premises per annum effective as of December 1, 2007 if Tenant has not vacated
      the Existing Premises as of such date. Tenant’s obligation to pay Rent with
      respect to the Existing Premises shall terminate on the later to occur of:
      (i)
      the New Premises Commencement Date or (ii) the date Tenant vacates the Existing
      Premises and occupies the New Premises. Upon Tenant’s relocation to the New
      Premises, Tenant shall vacate the Existing Premises and surrender it to Landlord
      in broom-clean condition with all furniture, trade fixtures, equipment and
      other
      personal property removed therefrom. Upon Tenant’s relocation to the New
      Premises, the Lease and all of Tenant’s rights, privileges, duties and
      obligations accruing with respect to the Existing Premises (other than those
      that expressly or by their nature survive the termination of the Lease),
      including, without limitation, Tenant’s right to possession and use thereof,
      shall terminate.

     

    6.  Condition
      of the New Premises.
      Landlord agrees to deliver possession of the New Premises on or after July
      1,
      2007 in its then current condition, i.e., “AS
      IS”,
      “WITH
      ALL FAULTS”
      (Landlord’s obligation to perform any required asbestos remediation work and the
      Sprinklering Work therein excepted). Tenant’s possession of the New Premises
      prior to the New Premises Commencement Date shall be subject to all terms and
      conditions of the Lease other than the payment of rent, which obligation shall
      not commence until the New Premises Commencement Date. All proposed leasehold
      improvements or alterations to the New Premises shall be subject to Landlord’s
      prior written approval and shall be constructed by Tenant (utilizing its own
      design professionals and contractor(s) reasonably approved by Landlord) in
      accordance with and subject to the limitations set forth in Section 7 of the
      Sixth Amendment, except that Section 7 hereof shall govern the only improvements
      allowance to be provided by Landlord to Tenant in connection with such leasehold
      improvements. Landlord and Tenant each agree that this document constitutes
      the
      entire agreement of the parties and there were no verbal representations,
      warranties or understandings pertaining to this Eleventh Amendment. TENANT
      FURTHER ACKNOWLEDGES AND AGREES THAT LANDLORD DOES HEREBY DISCLAIM ANY AND
      ALL
      WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THOSE OF FITNESS
      FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE EXISTING PREMISES, THE NEW
      PREMISES AND/OR THE IMPROVEMENTS LOCATED THEREIN.

     

    
      
         

      

      
        -3-

        
          

        

      

      
         

      

    

     

    7.  Improvements
      Allowance.
      Landlord hereby agrees to provide Tenant an allowance in the amount of $38.55
      per square foot of net rentable area within the New Premises (i.e.,
      $2,587,775.20) (the “Improvements
      Allowance”)
      for
      the design and construction of leasehold improvements in the New Premises.
      Tenant shall contract directly for the design and construction of such
      improvements and shall engage a third-party construction manager; accordingly,
      Landlord shall not impose any construction management fee or plan review fee
      in
      connection with such improvements. The Improvements Allowance may be applied
      to
      any costs directly related to the design and construction of leasehold
      improvements in the New Premises including, without limitation, architectural
      and engineering fees, costs of construction and installation of improvements
      in
      the New Premises, relocation and installation of telecommunications and computer
      cabling and equipment, moving expenses, etc. Landlord acknowledges that Tenant
      shall stage the construction in phases, and accordingly, Landlord shall fund
      the
      Improvements Allowance to Tenant or to Tenant’s contractors (at Tenant’s option)
      in installments in accordance with Landlord’s reasonable draw requirements
      (i.e., presentation of partial (and when applicable, final) lien waivers, ten
      percent (10%) retainage, architect’s certifications, reasonable costs back-up
      documentation, etc. and an AutoCad
      diskette
      of the “as-built” plans and specifications for the New Premises following final
      completion of the leasehold improvements therein, all as more fully set forth
      in
EXHIBIT
      C
      to this
      Eleventh Amendment). If the costs of Tenant’s improvements to the New Premises
      exceed the amount of the Improvements Allowance, Tenant shall pay all such
      excess costs. If the costs of Tenant’s improvements to the New Premises do not
      exceed the amount of the Improvements Allowances, Landlord shall retain any
      such
      savings as its sole property. During the construction period, Tenant’s
      contractors shall have access to the Building’s parking facilities, loading
      dock, freight elevators, electrical systems and related facilities in connection
      with such improvements at no additional charge to Tenant (other than for parking
      spaces utilized by Tenant’s contractors), and scheduling such facilities in
      advance with Landlord (i.e., subject to availability of such facilities). Tenant
      must utilize the Improvements Allowance on or prior to December 31, 2008 or
      Tenant’s right to utilize any remaining portion of the Improvements Allowance
      shall terminate in all respects. Landlord will conduct and provide Tenant (at
      Landlord’s cost separate from the Improvements Allowance) a copy of an asbestos
      survey with respect to the New Premises promptly following the mutual execution
      of this Eleventh Amendment.

     

    8.  Brokerage
      Commission.
      Landlord has agreed to pay CB Richard Ellis, Inc. (“Tenant’s
      Broker”)
      a real
      estate brokerage commission in connection with this Eleventh Amendment pursuant
      to a separate commission agreement by and between Landlord and Tenant’s Broker.
      Each party hereby represents and warrants to the other that it has not employed
      any other agents, brokers, or other parties in connection with this Eleventh
      Amendment, and each party agrees to hold the other party harmless from and
      against any and all claims of all other agents, brokers and/or other such
      parties claiming a commission by or through it in connection with this Eleventh
      Amendment.

     

    
      
         

      

      
        -4-

        
          

        

      

      
         

      

    

     

    9.  Parking.

     

    (a)  All
      parking rights previously granted Tenant pursuant to the Lease are terminated
      effective as of the New Premises Commencement Date. Effective as of such date
      and continuing through the Expiration Date, Tenant’s parking rights shall be
      governed by this Section 9.

     

    (b)  Landlord
      hereby agrees to make available to Tenant during the Term (i) for lease on
      a “must-take and pay” basis throughout the Term, permits to park fifteen (15)
      automobiles (collectively, the “Must-Take
      Building Parking Permits”)
      in
      reserved parking spaces located in the basement levels of the Building (the
      “Building
      Garage”),
      (ii) for lease on a month-to-month basis during the Term (cancelable by
      either party upon at least thirty (30) days’ prior written notice to the other),
      permits to park three (3) automobiles (the “Month-to-Month
      Building Parking Permits”)
      in
      reserved parking spaces in the Building Garage (iii) for lease on a
“must-take and pay” basis throughout the Term, permits to park
      (x) sixty-three (63) automobiles in the unassigned parking areas located
      throughout the parking garage (the “Block
      68 Garage”),
      in
      the building now known as JPMorgan Chase Center located on Block 68, South
      Side
      Buffalo Bayou, City of Houston, Harris County, Texas and (y) fifteen (15)
      automobiles in reserved parking spaces in the Block 68 Garage (such
      seventy-eight (78) permits being the “Must-Take
      Block 68 Parking Permits”)
      and
      (iv) for lease at Tenant’s option during the Term, permits to park up to
      forty-seven (47) additional automobiles in the unassigned parking areas in
      the
      Block 68 Garage (the “Optional
      Block 68 Parking Permits”),
      upon
      the terms and conditions of this Section 9. The Must-Take Building Parking
      Permits and the Month-to-Month Building Parking Permits shall be collectively
      referred to herein as the “Building
      Parking Permits”.
      The
      Must-Take Block 68 Parking Permits and the Optional Block 68 Parking Permits
      shall be collectively referred to herein as the “Block
      68 Parking Permits”.
      The
      Building Parking Permits and the Block 68 Parking Permits shall be collectively
      referred to herein as the “Parking
      Permits”.
      The
      Building Garage and the Block 68 Garage shall be collectively referred to herein
      as the “Garage”.

     

    (c)  Tenant
      shall notify Landlord in writing on or prior to August 31, 2007 as to the number
      of Optional Block 68 Parking Permits Tenant will lease during that portion
      of
      the Term commencing on the New Premises Commencement Date and expiring October
      31, 2008. If Tenant does not timely provide such notice, Tenant shall be deemed
      to have elected to lease all forty-seven (47) Optional Block 68 Parking Permits
      during such period. Thereafter, on or prior to August 31, 2008 and each August
      31 thereafter during the Term, Tenant shall notify Landlord in writing as to
      the
      number of Optional Block 68 Parking Permits Tenant will lease during the next
      one year period commencing on November 1 and expiring on the following October
      31. If Tenant fails to provide any such notice, Tenant shall be deemed to have
      elected to lease the same number of Optional Block 68 Parking Permits Tenant
      is
      then leasing as of such August 31. In addition, during the Term of this Lease,
      Tenant may surrender any Building Parking Permits and/or any Must-Take Block
      68
      Parking Permits, but when surrendered, Landlord shall have no further obligation
      to make the number of surrendered Parking Permits available to Tenant for lease
      (except on “as available” basis, in Landlord’s reasonable
      discretion).

     

    (d)  Tenant
      will pay the monthly rental established by the operator(s) of the applicable
      Garage from time to time during the Term for each of the Parking Permits Tenant
      leases hereunder. The rentals for the Parking Permits shall constitute rent
      and
      shall be due and payable in advance on the first day of each calendar month.
      If
      the Term commences on other than the first day of a calendar month or terminates
      on other than the last day of a calendar month, then rentals for the Parking
      Permits shall be prorated on a daily basis.

     

    
      
         

      

      
        -5-

        
          

        

      

      
         

      

    

     

    (e)  If
      the
      parking spaces covered by any of the Parking Permits are not available or become
      unavailable to Tenant (due to causes beyond the reasonable control of Landlord)
      during any portion of the Term, Landlord shall use good faith efforts to make
      available to Tenant alternate parking spaces located reasonably near the
      Building until the spaces covered by such Parking Permits are made available
      to
      Tenant. In such event, Tenant’s obligation to pay for Parking Permits shall be
      limited to those actually provided to Tenant by Landlord.

     

    (f)  Tenant’s
      use of the Parking Permits shall be subject to such rules and regulations as
      may
      be promulgated by the operator(s) of the applicable Garage from time to
      time.

     

    (g)  If
      Tenant
      hereafter expands the Leased Premises pursuant to Section 13 hereof, or
      otherwise, Tenant shall be entitled to lease additional Block 68 Parking Permits
      in the ratio of two and one-half (2.5) unreserved Block 68 Parking Permits
      per
      each additional 1,000 square feet of net rentable area leased by Tenant (ten
      percent (10%) of which, at Tenant’s option, may be converted to reserved Block
      68 Parking Permits).

     

    (h)  Upon
      the
      occurrence of an event of default under the Lease by Tenant (i.e., after the
      expiration of the applicable cure period for any default by Tenant following
      notification thereof by Landlord) for which Landlord terminates the Lease or
      Tenant’s right of possession of the Leased Premises, Landlord shall have the
      right (in addition to all other rights, remedies and recourse hereunder and
      at
      law) to suspend any or all of the Parking Permits without prior notice or
      warning to Tenant.

     

    10.  ADA
      Matters; Sprinklering Work; Asbestos Remediation.
      

     

    (a)  Landlord
      and Tenant acknowledge and agree that the restrooms, drinking fountains and
      stairwell graphics located on Floors 57, 58, and 59 of the Building may not
      be
      in compliance with the Americans with Disabilities Act of 1990 (as amended,
      the
“ADA”)
      and
      the Texas Architectural Barriers Act (as amended, the “TABA”).
      Tenant shall make, at its sole cost and expense (as part of the Improvements
      Allowance or otherwise), on or prior to the New Premises Commencement Date,
      all
      improvements required to be made to such restrooms, drinking fountains and
      stairwell graphics in order to bring same into current compliance with the
      ADA
      and the TABA to the extent not now compliant. Tenant shall also be responsible,
      at its sole cost and expense, for all other ADA and TABA compliance matters
      with
      respect to the New Premises.

     

    (b)  If
      the
      asbestos survey(s) to be provided to Tenant by Landlord at Landlord’s expense
      indicate the presence of asbestos within the New Premises, Landlord shall
      perform, at Landlord’s expense (separate from the Improvements Allowance), on or
      prior to the New Premises Commencement Date, any asbestos remediation work
      within the New Premises required in connection with Tenant’s improvements of the
      New Premises. In addition, Landlord shall install, at Landlord’s expense (not as
      part of the Improvements Allowance), on or prior to the New Premises
      Commencement Date, in compliance with applicable code requirements, a
      ceiling-mounted fire sprinklering system on Floors 57, 58 and 59 (“Sprinklering
      Work”)
      according to Building standard specifications and configuration and in
      accordance with all applicable laws. Landlord will coordinate the scheduling
      of
      the Sprinklering Work and any asbestos remediation work with Tenant’s
      construction of the leasehold improvements within the New Premises so that
      such
      work is performed at a mutually convenient time and in accordance with the
      Construction Drawings with respect to the New Premises.

     

    
      
         

      

      
        -6-

        
          

        

      

      
         

      

    

     

    11.  Renewal
      Options.
      

     

    (a)  Effective
      as of the date hereof, any and all renewal options previously granted Tenant
      pursuant to the Lease are hereby deleted in their entirety. Tenant shall have
      options to extend the Term of this Lease beyond the Term in accordance with
      the
      terms and conditions of this Section 11.

     

    (b)  Tenant
      shall have the option (each a “Renewal
      Option”)
      to
      renew and extend the term of this Lease with respect to all of the Leased
      Premises then leased by Tenant, or a portion of the Leased Premises (in
      contiguous full floor increment(s) only) of at least two (2) contiguous full
      floors, at either the highest or lowest portion of the Leased Premises (and
      if
      Tenant does not hereafter expand and elects not to renew with respect to one
      full floor within the Leased Premises, the floor Tenant gives back will be
      Floor
      57) for two (2) additional periods of five (5) years each or one additional
      period of ten (10) years (as designated by Tenant in its first exercise notice)
      (as applicable, each a “Renewal
      Term”).
      Each
      Renewal Option may only be exercised by Tenant giving written notice thereof
      no
      more than fifteen (15) months nor less than twelve (12) months prior to the
      Expiration Date, or prior to the expiration of the first five (5) year Renewal
      Term, as applicable. If Tenant fails to give notice of exercise of a Renewal
      Option within the applicable time period, such Renewal Option shall be deemed
      waived and of no further force and effect and this Lease shall terminate upon
      the Expiration Date, or upon the expiration of the first five (5) year Renewal
      Term, as applicable. In addition, Tenant’s exercise of the second five (5) year
      Renewal Option shall be conditioned upon Tenant’s extension of the Term for the
      first five (5) year Renewal Term.

     

    (c)  Tenant’s
      right to extend this Lease as provided for herein can be exercised only if,
      at
      the time of Tenant’s exercise of the applicable Renewal Option and upon the
      commencement of the applicable Renewal Term, (i) no event of default then exists
      under this Lease, and (ii) Tenant is in possession of that portion of the Leased
      Premises consisting of at least two (2) full floors and all expansion space
      in
      the Building Tenant hereafter elects to Lease (the “Occupancy
      Threshold”)
      (unless Landlord, in its sole discretion, elects to waive such condition(s)).
      If
      either of such conditions are not satisfied or waived by Landlord, such Renewal
      Option shall be terminated and of no further force and effect, any purported
      exercise thereof shall be null and void, and this Lease shall terminate upon
      the
      Expiration Date, or upon the expiration of the first five (5) year Renewal
      Term,
      as applicable. No assignee of Tenant, or sublessee of the Leased Premises,
      may
      exercise a Renewal Option.

     

    (d)  If
      Tenant
      exercises a Renewal Option (in accordance with and subject to the provisions
      of
      this Section 11), all of the terms, covenants and conditions provided in this
      Lease shall continue to apply during the applicable Renewal Term, except that
      (i) the Base Rental payable by Tenant during such Renewal Term shall be the
      then
      Market Base Rental Rate (as defined in Section 12 below) for the Leased
      Premises, and (ii) any terms, covenants and conditions that are expressly or
      by
      their nature inapplicable to such Renewal Term (including, without limitation,
      this Section 11 if the Term is extended for the ten (10) year Renewal Term,
      or
      second five (5) year Renewal Term, as applicable) shall be deemed void and
      of no
      further force and effect.

     

    
      
         

      

      
        -7-

        
          

        

      

      
         

      

    

     

    (e)  If
      Tenant
      elects not to renew with respect to the entire Leased Premises, Tenant will
      be
      required at its expense to remove all cabling installed by or on behalf of
      Tenant in the Building riser(s) serving the floor(s) for which Tenant elect(s)
      not to renew, and to pay for the cost of removing the internal stairwell serving
      such floor(s), and returning the affected portion(s) of the Leased Premises,
      any
      slab penetrations and any other base building improvements affected by such
      removal to Building standard condition.

     

    12.  Market
      Base Rental Rate.

     

    (a)  As
      used
      herein, the term “Market
      Base Rental Rate”
means
      the annual net amount per square foot of net rentable area that a willing tenant
      would pay and a willing landlord would accept in arm’s length, bona fide
      negotiations for a lease of the Leased Premises (or Expansion Premises) to
      be
      executed at the time of determination and to commence at the beginning of the
      applicable Renewal Term (or on the date that the Expansion Premises becomes
      part
      of the Leased Premises), determined as hereinafter provided based upon
      comparable lease transactions made in the Building and “Class A” office
      buildings in the Central Business District of Houston, Texas taking into account
      all relevant factors, including without limitation the effect of any allowances
      or tenant inducements that Landlord is obligated to provide to Tenant under
      the
      Lease or provides at its election or, if none are provided, the fact that
      Landlord declined to provide any allowances or inducements.

     

    (b)  Within
      ten (10) business days after receipt of Tenant’s notice of exercise of a Renewal
      Option or an Expansion Option, Landlord will notify Tenant in writing of the
      Market Base Rental Rate for the Leased Premises (or Expansion Premises) for
      the
      applicable Renewal Term (or applicable expansion term). If Tenant disagrees
      with
      Landlord’s determination, Tenant shall have a period of ten (10) business days
      after receipt of Landlord’s notice to either (i) withdraw its exercise of the
      applicable right or option by written notice to Landlord, in which event the
      applicable right or option shall terminate and shall be of no further force
      and
      effect (and, if the applicable option is a Renewal Option, the Lease shall
      terminate upon the Expiration Date, or upon the expiration of the first five
      (5)
      year Renewal Term, as applicable), or (ii) notify the Landlord that it contests
      Landlord’s finding of the Market Base Rental Rate (which contest must be
      reasonable and be made in good faith by Tenant), in which event the parties
      shall promptly and in good faith endeavor to resolve between themselves their
      disagreement as to the Market Base Rental Rate, failing of which the parties
      shall submit the determination to the binding dispute resolution procedure
      described below.

     

    (c)  If
      Landlord and Tenant are unable to reach an agreement as to the Market Base
      Rental Rate within thirty (30) days after Tenant notifies Landlord in accordance
      with clause (ii) of the preceding sentence, Landlord and Tenant shall each
      promptly appoint a Qualified Broker (as hereinafter defined) or a Qualified
      Appraiser (as hereinafter defined). As soon as reasonably possible following
      their appointment, and in any event within thirty (30) days thereafter, the
      two
      (2) Qualified Brokers (or two (2) Qualified Appraisers, as applicable) selected
      by Landlord and Tenant shall each make a separate determination of the Market
      Base Rental Rate for the Leased Premises (if the determination is being made
      pursuant to a Renewal Option) or the Expansion Premises with respect to which
      Tenant exercised an Expansion Option, as applicable, and shall deliver a written
      report of its determination (including reasonable detail supporting such
      determination) to Landlord and Tenant. If the higher of the two (2) Market
      Base
      Rental Rate determinations is not more than one hundred five percent (105%)
      of
      the lower determination, then the average of the two (2) determinations shall
      be
      used as the Market Base Rental Rate for the Leased Premises (or Expansion
      Premises) and shall be binding on Landlord and Tenant. If the higher
      determination is more than one hundred five percent (105%) of the lower
      determination, then the two (2) Qualified Brokers (or two (2) Qualified
      Appraisers, as applicable) shall select a third (3rd) Qualified Broker (or
      Qualified Appraiser, as applicable), and as soon as reasonably possible (but
      not
      to exceed thirty (30) days) thereafter the third (3rd) Qualified Broker (or
      Qualified Appraiser, as applicable) shall determine which of the two (2)
      Qualified Brokers’ (or two (2) Qualified Appraisers’, as applicable)
      determinations of the Market Base Rental Rate most closely approximates the
      Market Base Rental Rate, and the determination so selected shall be used as
      the
      Market Base Rental Rate for the subject space during the applicable term and
      shall be binding on both Landlord and Tenant.

     

    
      
         

      

      
        -8-

        
          

        

      

      
         

      

    

     

    (d)  Landlord
      and Tenant shall, separately and collectively and in good faith, use all
      reasonable diligence to ensure that all three (3) determinations are completed
      in good faith within sixty (60) days after the appointment of the first
      Qualified Broker (or Qualified Appraiser, as applicable) to be appointed. Each
      party shall be responsible for the compensation, if any, of the Qualified Broker
      (or Qualified Appraiser, as applicable) appointed by it and for one-half (1⁄2) of
      the compensation, if any, of the third (3rd) Qualified Broker (or Qualified
      Appraiser, as applicable). If Tenant does not timely withdraw its exercise
      of
      the Renewal Option (or Expansion Option) as provided in subsection (b)(i),
      or
      contest Landlord’s finding of the Market Base Rental Rate as provided in
      subsection (b)(ii) above, Tenant shall be conclusively deemed to have accepted
      the Market Base Rental Rate determined by Landlord as the Base Rental rate
      for
      the applicable Renewal Term (or expansion term).

     

    (e)  As
      used
      herein the term “Qualified
      Broker”
means
      a
      real estate broker who (i) is licensed in the State of Texas, (ii) is a member
      of the Houston Office Leasing Brokers Association or the Society of Industrial
      and Office Realtors, (iii) has been actively involved in leasing office space
      in
      multi-story office buildings in the Central Business District of Houston, Texas
      for not less than the previous ten (10) year period, and (iv) has not
      represented Landlord or Tenant during the preceding five (5) year period. As
      used herein, the term “Qualified
      Appraiser”
means
      an appraiser who (i) is licensed in the State of Texas, (ii) is a MAI Appraiser,
      (iii) has been actively involved in appraising multi-story office buildings
      in
      the Central Business District of Houston, Texas for not less than the previous
      ten (10) year period, and (iv) has not represented Landlord or Tenant during
      the
      preceding five (5) year period.

     

    
      
         

      

      
        -9-

        
          

        

      

      
         

      

    

     

    13.  Expansion
      Options.

     

    (a)  All
      expansion rights, preferential lease rights and refusal rights previously
      granted Tenant pursuant to the Lease are hereby deleted in their entirety.
      Subject to and upon the terms, provisions and conditions set forth in this
      Section 13, Tenant shall have, and is hereby granted, two (2) options (each
      an
“Expansion
      Option”)
      to
      lease approximately one-half (1/2) of any single floor located in the elevator
      bank serving Floors 49-59 of the Building designated by Landlord as Tenant’s
      expansion floor (the “Expansion
      Premises”),
      in
      response to Tenant’s exercise of an Expansion Option (i.e., if Tenant leases
      one-half (1/2) of a floor pursuant to the first Expansion Option, the other
      one-half (1/2) of such floor shall be the Expansion Premises subject to the
      second Expansion Option, otherwise, if Tenant does not exercise the first
      Expansion Option, the second Expansion Premises shall be one-half (1/2) of
      a
      floor located in the elevator bank serving Floors 49-59 of the Building
      designated by Landlord, as applicable) by written notice to Landlord on or
      prior
      to the expiration of the forty-eighth (48th) full calendar month of the Term
      with respect to the first Expansion Option, and/or on or prior to the expiration
      of the eighty-fourth (84th) full calendar month of the Term with respect to
      the
      second Expansion Option, respectively. If Tenant does not timely exercise an
      Expansion Option, such Expansion Option shall be waived.

     

    (b)  An
      Expansion Option may be exercised only if, at the time of such exercise and
      at
      the time of Landlord’s delivery of the applicable Expansion Premises to Tenant
      (i) no event of default then exists under the Lease and (ii) Tenant is in
      possession of at least the Occupancy Threshold (unless Landlord, in its sole
      discretion, elects to waive such condition(s)). If such condition(s) are not
      satisfied or waived by Landlord, any purported exercise of an Expansion Option
      shall be null and void. No assignee of Tenant, or sublessee of the Leased
      Premises may exercise an Expansion Option.

     

    (c)  If
      Tenant
      elects to exercise an Expansion Option, Tenant’s lease of the applicable
      Expansion Premises shall be subject to all of the terms, covenants and
      conditions of this Lease except that the Base Rental rate shall be the Market
      Base Rental Rate (as defined in Section 12 hereof). The term of the Lease with
      respect to the applicable Expansion Premises shall commence on the date of
      Landlord’s delivery of possession of the applicable Expansion Premises to Tenant
      (which shall occur at any time after the expiration of the fifty-fourth (54th)
      full calendar month of the Term, but prior to the expiration of the sixty-sixth
      (66th) full calendar month of the Term with respect to the first Expansion
      Premises, and at any time after the expiration of the ninetieth (90th) full
      calendar month of the Term, but prior to the expiration of the one hundred
      second (102nd) full calendar month of the Term with respect to the second
      Expansion Premises, respectively), and shall be coterminous with the Term with
      respect to the remainder of the Leased Premises. Tenant’s obligation to pay the
      rent for the applicable Expansion Premises shall commence on the date (the
      “Expansion
      Rental Commencement Date”)
      that
      is the earlier to occur of (i) ninety (90) days following Landlord’s delivery of
      possession of the applicable Expansion Premises to Tenant, or (ii) the date
      that
      Tenant fully occupies the applicable Expansion Premises.

     

    (d)  If
      Landlord fails to deliver possession of the applicable Expansion Premises to
      Tenant within sixty (60) days following the applicable outside delivery date
      referenced above, the applicable Expansion Rental Commencement Date shall be
      extended one additional day for each day of delay beyond such sixty (60) day
      period that Landlord fails to deliver possession of the applicable Expansion
      Premises to Tenant.

     

    
      
         

      

      
        -10-

        
          

        

      

      
         

      

    

     

    (e)  If
      Tenant
      elects to lease Expansion Premises, Landlord will deliver possession of the
      applicable Expansion Premises to Tenant, and Tenant will accept such Expansion
      Premises, in its then current condition (i.e. “AS
      IS”
and
      “WITH
      ALL FAULTS”).
      Landlord’s provision of (or failure to provide, as applicable) an improvements
      allowance with respect to the applicable Expansion Premises shall be reflected
      in the determination of the Market Base Rental Rate for such Expansion
      Premises.

     

    (f)  Upon
      request of Landlord at any time after Tenant’s exercise of an Expansion Option,
      Tenant shall execute and deliver to Landlord an amendment to the Lease (in
      a
      form provided by Landlord) specifying (i) the applicable Expansion Rental
      Commencement Date, (ii) the Base Rental schedule for the applicable Expansion
      Premises, (iii) the net rentable area of the applicable Expansion Premises,
      and
      (iv) any other terms applicable to Tenant’s lease of the applicable Expansion
      Premises.

     

    14.  Right
      of First Refusal.

     

    (a)  Subject
      to and upon the terms, provisions and conditions set forth in this Section
      14,
      Tenant shall have, and is hereby granted, a continuing right of first refusal
      (the “Right
      of First Refusal”)
      during
      the Term of this Lease to lease any space (the “ROFR
      Premises”)
      located on Floors 52 and/or 53 of the Building that becomes available for lease
      and for which Landlord receives a bona fide written third-party offer to lease
      that Landlord desires to accept.

     

    (b)  Tenant
      may exercise a Right of First Refusal only if, at the time of such exercise
      and
      at the time of Landlord’s delivery of the ROFR Premises to Tenant, (i) no event
      of default exists and (ii) Tenant is in possession of at least the Occupancy
      Threshold (unless Landlord, in its sole discretion, elects to waive such
      condition(s)). If such condition(s) are not satisfied or waived by Landlord,
      any
      purported exercise of the Right of First Refusal shall be null and void. No
      assignee of Tenant, or sublessee of the Leased Premises may exercise a Right
      of
      First Refusal.

     

    (c)  If
      Landlord receives a bona fide written third-party offer to lease any of the
      ROFR
      Premises that Landlord desires to accept, Landlord will contemporaneously submit
      a proposal to Tenant upon the same terms except that the term shall be
      coterminous with the Term with respect to the remainder of the Leased Premises
      and any allowances shall be prorated (a “Refusal
      Lease Proposal”).
      Tenant shall have a period of five (5) business days after receipt of a Refusal
      Lease Proposal to irrevocably and unconditionally exercise its Right of First
      Refusal to lease the applicable ROFR Premises upon the terms of the Refusal
      Lease Proposal by written notice to Landlord. If Tenant does not exercise a
      Right of First Refusal within such five (5) business day period, the Right
      of
      First Refusal shall be waived with respect to such space. Any purported
      conditional or qualified exercise of a Right of First Refusal shall be null
      and
      void. Upon Tenant’s exercise of a Right of First Refusal, Landlord and Tenant
      shall execute an amendment to the Lease evidencing same, but an otherwise valid
      exercise of a Right of First Refusal shall be fully effective, whether or not
      such amendment is executed.

     

    
      
         

      

      
        -11-

        
          

        

      

      
         

      

    

     

    (d)  If
      Landlord does not receive written notice from Tenant of its exercise of the
      Right of First Refusal within said five (5) business day period, Landlord shall
      have a period of one hundred eighty (180) days thereafter to lease the
      applicable ROFR Premises for a net effective rental rate not less than ninety
      percent (90%) of the net effective rental rate reflected by the Refusal Lease
      Proposal. If Landlord does not lease such ROFR Premises within said one hundred
      eighty (180) day period, Tenant shall have a Right of First Refusal on any
      subsequent leasing thereof on the terms set forth above.

     

    (e)  Tenant
      acknowledges and agrees that the Right of First Refusal is subject and
      subordinate to any and all expansion options, refusal rights, preferential
      rights and renewal options hereafter granted to future tenant(s) of the ROFR
      Premises (and their respective successors and assigns) for which Tenant did
      not
      exercise a Right of First Refusal.

     

    (f)  Landlord
      acknowledges and agrees that Tenant’s failure to exercise any Right of First
      Refusal shall not affect the Expansion Options granted Tenant
      herein.

     

    15.  Riser
      Space.
      

     

    (a)  Landlord
      grants Tenant a non-exclusive license co-terminus with the Term for limited
      access to one or more Building risers (in Landlord’s sole, reasonable
      discretion) to install, operate and maintain up to four inches (4") of conduit
      in the aggregate for fiber optic telecommunications/data cabling (the
“Riser
      Penetrations”)
      to be
      used in connection with Tenant’s use of the New Premises. The locations of and
      specifications for the Riser Penetrations installed pursuant to this Section
      15
      shall be subject to the prior written approval of Landlord, which approval
      shall
      not be unreasonably withheld or delayed. The installation of the Riser
      Penetrations shall be performed at Tenant’s sole cost and expense. Tenant’s
      installation and use of the Riser Penetrations shall not interfere with the
      activities being carried on by other tenants or services of the Building. Any
      drilling, chipping, or other disruptive construction work shall be performed
      during non-business hours and, in any event, Tenant shall use its best efforts
      to minimize and contain all noise, dust and any other disturbance to tenants
      in
      the Building.

     

    (b)  Tenant
      shall not be required to pay to Landlord any license fee with respect to the
      Riser Penetrations.

     

    (c)  Prior
      to
      the installation or operation of the Riser Penetrations, Tenant shall obtain
      and
      at all times thereafter maintain all required governmental licenses, permits
      and/or consents. Tenant shall give Landlord reasonable advance notice of its
      intent to access the applicable Building riser(s) in order to install, maintain,
      repair or replace the Riser Penetrations. Tenant’s installation, maintenance,
      repair and/or replacement of the Riser Penetrations shall also be governed
      by
      the cable and conduit installation procedures set forth on EXHIBIT
      B
      attached
      hereto and made a part hereof for all purposes, which procedures are subject
      to
      change from time to time in Landlord’s sole discretion.

     

    (d)  Tenant,
      at its sole cost and expense, shall maintain, repair and/or replace the Riser
      Penetrations and shall at all times maintain the Riser Penetrations in a safe,
      clean and first class condition. Tenant shall not permit any liens, claims,
      charges or encumbrances to attach to the Riser Penetrations or the Building
      resulting from the furnishing of labor or materials in connection with the
      installation, maintenance, repair or replacement of the Riser
      Penetrations.

     

    
      
         

      

      
        -12-

        
          

        

      

      
         

      

    

     

    (e)  Tenant,
      at its sole cost and expense, shall repair any and all damage to the Building,
      including, without limitation, the Building riser(s), which results from or
      arises out of the use, repair, installations, maintenance, operation and/or
      removal of Riser Penetrations by Tenant, its employees, agents and contractors
      of the Building, including, without limitation, any and all loss, cost, damage
      or expense suffered by Landlord or the Building as a result of (i) the
      installation, operation, repair, maintenance, replacement or removal of any
      Riser Penetrations; (ii) access work in the Building riser(s) or (iii)
      unreasonable interference with Landlord or the Building’s tenants, occupants or
      invitees. Tenant shall indemnify and hold Landlord, its successors and assigns,
      harmless from and against any and all liens, costs, losses, liabilities, causes
      of action or claims by contractors, subcontractors, materialmen or laborers
      providing any materials to or performing any work on or in the Building for
      or
      on behalf of Tenant with respect to the use, repair, installation, maintenance,
      operation and/or removal of Riser Penetrations, including, without limitation,
      any reasonable attorneys’ fees and costs of suit incurred by Landlord in
      discharging or attempting to discharge any such liens or claims (if Tenant
      fails
      to discharge same within thirty (30) days following Tenant’s receipt of written
      notice thereof). Additionally, Tenant shall indemnify and hold Landlord, its
      successors and assigns, harmless from and against any and all liabilities,
      losses, damages, costs, expenses (including, without limitation, reasonable
      attorneys’ fees), causes of action, suits, claims or demands arising out of or
      in connection with the installation, use, repair, maintenance, operation and/or
      removal of the Riser Penetrations by Tenant, its employees, agents and
      contractors, or otherwise arising out of or in connection with the exercise
      by
      Tenant, its employees, agents and contractors of the license herein granted
      or
      under claim of the rights and privileges herein granted, including, without
      limitation, any future damages due to removal operations by Tenant pursuant
      to
      Section 15(g) below.

     

    (f)  If
      Tenant
      is not required to pay for the removal of the existing cabling in the Building
      riser(s) now serving the New Premises, upon Tenant’s relocation to the New
      Premises, Tenant will, at Tenant’s sole cost and expense within thirty (30) days
      thereafter, remove any cabling in the Building riser(s) now serving the Existing
      Premises and repair any damage to the Building resulting therefrom. In addition,
      upon the termination or expiration of the Lease (following any renewal periods,
      if exercised by Tenant), if Tenant is not required to pay for the removal of
      the
      existing cabling in the Building riser(s) now serving the New Premises, Tenant
      will, at Tenant’s sole cost and expense and within thirty (30) days thereafter,
      remove any cabling installed by or on behalf of Tenant in the Building riser(s)
      to serve the New Premises, and repair any damage to the Building resulting
      therefrom. 

     

    16.  Sky
      Lobby Signage.
      In the
      event Landlord, at its sole election (and with no obligation to do so), grants
      name signage rights on the wall on Floor 60 adjacent to the elevator bank
      serving Floors 49-59 of the Building, to tenant(s) leasing space equal to or
      in
      excess of the net rentable area of the Leased Premises, Landlord shall also
      grant a similar name signage right to Tenant.

     

    17.  Lender
      Approval.
      The
      Lease is subject and subordinate to the mortgage lien of Landlord’s existing
      mortgagee, the New York State Teachers’ Retirement System (“Lender”),
      encumbering the Building, as set forth in that certain Subordination,
      Non-Disturbance and Attornment Agreement dated June 24, 2003 by and among
      Lender, Landlord and Tenant (the “SNDA”).
      Landlord shall use good faith efforts to obtain, as soon as reasonably
      practicable following the date hereof, Lender’s written approval of this
      Eleventh Amendment and/or a written acknowledgment from Lender that the SNDA
      applies to the Lease as amended by this Eleventh Amendment.

     

    
      
         

      

      
        -13-

        
          

        

      

      
         

      

    

     

    18.  Miscellaneous.

     

    (a)  Amendment
      to Lease.
      Tenant
      and Landlord acknowledge and agree that the Lease has not been amended or
      modified in any respect, other than by this Eleventh Amendment, and there are
      no
      other agreements of any kind currently in force and effect between Landlord
      and
      Tenant with respect to the Leased Premises or the Building. The term “Lease”
shall mean the Lease as amended by this Eleventh Amendment unless the context
      requires otherwise.

     

    (b)  Counterparts.
      This
      Eleventh Amendment may be executed in multiple counterparts, and each
      counterpart when fully executed and delivered shall constitute an original
      instrument, and all such multiple counterparts shall constitute but one and
      the
      same instrument.

     

    (c)  Entire
      Agreement.
      This
      Eleventh Amendment sets forth all covenants, agreements and understandings
      between Landlord and Tenant with respect to the subject matter hereof and there
      are no other covenants, conditions or understandings, either written or oral,
      between the parties hereto except as set forth in this Eleventh
      Amendment.

     

    (d)  Full
      Force and Effect.
      Except
      as expressly amended hereby, all other items and provisions of the Lease, as
      amended, remain unchanged and continue to be in full force and
      effect.

     

    (e)  Conflicts.
      The
      terms of this Eleventh Amendment shall control over any conflicts between the
      terms of the Lease and the terms of this Eleventh Amendment.

     

    (f)  Authority
      of Tenant.
      Tenant
      warrants and represents unto Landlord that (i) Tenant is a duly organized and
      existing legal entity, in good standing in the State of Texas; (ii) Tenant
      has
      full right and authority to execute, deliver and perform this Eleventh
      Amendment; (iii) the person executing this Eleventh Amendment on behalf of
      Tenant was authorized to do so; and (iv) upon request of Landlord, such person
      will deliver to Landlord satisfactory evidence of his or her authority to
      execute this Eleventh Amendment on behalf of Tenant.

     

    (g)  Capitalized
      Terms.
      Capitalized terms not defined herein shall have the same meanings attached
      to
      such terms under the Lease.

     

    (h)  Successors
      and Assigns.
      This
      Eleventh Amendment shall be binding upon and inure to the benefit of the parties
      hereto and their respective successors and assigns.

     

    (i)  No
      Guaranties.
      Landlord acknowledges and agrees that all guaranties previously executed by
      Tenant’s principals from time to time during the Lease term, including but not
      limited to the Original Guaranty, the Fourth Amendment Guaranty, the Sixth
      Amendment Guaranty and the joinder of Guarantors to the Seventh Amendment,
      have
      been terminated in all respects, and there are no guaranties now in effect
      with
      respect to the Lease.

    
      
         

      

      
        -14-

        
          

        

      

      
         

      

    

     

    (j)  Governing
      Law.
      This
      Eleventh Amendment shall be governed by and construed in accordance with the
      laws of the State of Texas.


     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]

     

    
      
         

      

      
        -15-

        
          

        

      

      
         

      

    

     

    Executed
      as of the date first written
      above.

     

    
      	 	 	 
	 	
              LANDLORD:

            
	 	 
	 	
              TEXAS
                TOWER LIMITED, 

              a
                Texas limited partnership

            
	 
 	 
 	 
 
	
            	By:  	Prime
              Asset Management LLC,
	 	
              

              a
                Delaware limited liability company,

              its
                general partner

            
	 	
              By: Raha
                One (U.S.) Limited, Inc.,

              a
                Delaware corporation,

              its
                managing member

            


    

     

    
      	 	 	 
	
            	By:  	/s/
              Rafic A. Bizri
	 	
              

              Rafic
                A. Bizri

              President

            


    

     

    
      	 	 	 
	 	TENANT:
	 	 
	 	
              SANDERS
                MORRIS HARRIS INC.,

              a
                Texas corporation

            
	 
 	 
 	 
 
	 	By:  	/s/
              Ben T. Morris
	 	
              
Name:
Ben
              T. Morris
	 	Title:
              Chief
              Executive Officer




    
      
         

      

      
        -16-

        
          

        

      

      
         

      

    

     

    EXHIBIT
      A

     

    Floor
      Plans of New Premises


     

    [TO
      COME]

     

    
      
         

      

      
        A-1

        
          

        

      

      
         

      

    

     

    EXHIBIT
      B

     

    Building
      Cabling and Conduit Installation Procedures

    


     

    
      	
              1.

            	
              All
                floor-to-floor vertical cable/conduit installations must be approved
                in
                advance, in writing by Hines Property
                Management.

            


    

     

    
      	
              2.

            	
              Hines
                Property Management will approve the installation
                location.

            


    

     

    
      	
              3.

            	
              Only
                plenum rated conduit shall be installed, and only plenum rated cable
                shall
                be installed if the proposed cable will not be installed in and enclosed
                by conduit.

            


    

     

    
      	
              4.

            	
              All
                cable/conduit runs will be vertical. No “zigzag” installations are
                allowed.

            


    

     

    
      	
              5.

            	
              Upon
                installation, all cable/conduit will be labeled by tenant on each
                floor to
                clearly indicate the tenant name.

            


    

     

    
      	
              6.

            	
              Tenant
                or tenants’ cable/conduit contractor is responsible for repairing or
                replacing, as necessary, firestop in each
                penetration.

            


    

     

    
      	
              7.

            	
              At
                such time that cable/conduit is no longer in use, but in any case,
                not
                later than the lease expiration, tenant is responsible for removing
                its
                cable.

            


    

     

    
      	
              8.

            	
              Tenant
                is responsible for all costs associated with the cable/conduit
                installation, and cable removal. This may include labor to coordinate
                the
                installation, repair of damage to other cable/conduit or the surrounding
                area, removal and/or replacement of floor penetration sealant,
                etc.

            


    

     

    
      	
              9.

            	
              The
                cable/conduit installed will be for the sole use of the tenant. Tenant
                shall not assign, sell, lease or in any other manner, share cable/conduit
                without Landlord’s prior written
                consent.

            


    

     

    TENANT
      NAME:                            
_____________________________________________________________________

     

    CABLE/CONDUIT
      LOCATION:
      _______________________________________________________________________

     

    FLOORS:                                       
       _______________________________________________________________________

     

    TYPE
      OF CABLE/CONDUIT:    
______________________________________________________________________ 

     

    I
      agree
      to install and remove this cable/conduit pursuant to the provisions and
      procedures as stated above:

    

      
        	_____________________________	 _________________________________	 ______________
	
                Name
                  & Firm Name (print)

              	
                Signature

              	
                Date

              


      

    

     

    
      
         

      

      
        B-1

        
          

        

      

      
         

      

    

    

      (Tenant)

    

     

    EXHIBIT
      C

     

    Construction
      of Initial Leasehold Improvements


     

    Tenant
      will have the right to construct and install the leasehold improvements and
      tenant finish desired by Tenant in the Leased Premises (collectively, the
“Initial
      Leasehold Improvements”)
      in
      accordance with, and subject to the limitations and conditions set forth in,
      this EXHIBIT
      B.

     

    
      	
              1.

            	
              Tenant
                shall have prepared and submitted to Landlord for approval no later
                than
                thirty (30) days prior to commencement of construction of the Initial
                Leasehold Improvements a set of preliminary plans (the “Proposed
                Space Plans”)
                in the form of a schematic design providing a conceptual layout and
                description of the Initial Leasehold
                Improvements.

            


    

     

    
      	
              2.

            	
              Within
                ten (10) business days after delivery of the Proposed Space Plans
                to
                Landlord, Landlord shall either approve the Proposed Space Plans
                or notify
                Tenant of the item(s) of the Proposed Space Plans that Landlord
                disapproves and the reason(s) therefor. If Landlord disapproves the
                Proposed Space Plans, Tenant shall revise and resubmit same to Landlord
                for approval (the “Revised
                Space Plans”)
                within ten (10) business days following receipt of Landlord’s disapproval.
                Within five (5) business days after delivery of the Revised Space
                Plans to
                Landlord, Landlord shall either approve the Revised Space Plans or
                notify
                Tenant of the item(s) of the Revised Space Plans which Landlord
                disapproves and the reason(s) therefor. If Landlord disapproves the
                Revised Space Plans, Tenant shall further revise and resubmit same
                to
                Landlord for approval, which process shall continue until the plans
                are
                approved. Landlord shall have five (5) business days after delivery
                of the
                each set of Revised Space Plans to either approve the Revised Space
                Plans
                or notify Tenant of the item(s) of the Revised Space Plans which
                Landlord
                disapproves and the reason(s) therefor. The Proposed Space Plans
                or
                Revised Space Plans, as approved by Landlord, are hereinafter referred
                to
                as the “Space
                Plans”.

            


    

     

    
      	
              3.

            	
              Upon
                Landlord’s approval of the Space Plans, Tenant shall have prepared, by a
                licensed architect and engineer reasonably acceptable to Landlord,
                construction drawings (in accordance with the Space Plans) and
                specifications including complete sets of detailed architectural,
                structural, mechanical, electrical and plumbing working drawings
                (the
                “Proposed
                Construction Drawings”)
                for the Initial Leasehold Improvements and shall deliver the Proposed
                Construction Drawings to Landlord for approval within one hundred
                twenty
                (120) days following Landlord’s approval of the Space
                Plans.

            


    

     

    
      	
              4.

            	
              Within
                ten (10) business days after delivery of the Proposed Construction
                Drawings to Landlord, Landlord shall either approve the Proposed
                Construction Drawings or notify Tenant in writing of the item(s)
                of the
                Proposed Construction Drawings that Landlord disapproves and the
                reason(s)
                therefor. If Landlord disapproves the Proposed Construction Drawings,
                Tenant shall revise and resubmit same to Landlord for approval (the
                “Revised
                Construction Drawings”)
                within ten (10) business days following receipt of Landlord’s disapproval.
                Within five (5) business days after delivery of the Revised Construction
                Drawings to Landlord, Landlord shall either approve the Revised
                Construction Drawings or notify Tenant in writing of the item(s)
                of the
                Revised Construction Drawings which Landlord disapproves and the
                specific
                reason(s) therefor. If Landlord disapproves the Revised Construction
                Drawings, Tenant shall further revise and resubmit same to Landlord
                for
                approval, which process shall continue until the plans are approved.
                Landlord shall have five (5) business days after delivery of each
                set of
                Revised Construction Drawings to either approve the Revised Construction
                Drawings or notify Tenant of the item(s) of the Revised Construction
                Drawings which Landlord disapproves and the reason(s) therefor. The
                Proposed Construction Drawings or Revised Construction Drawings,
                as
                approved by Landlord, are hereinafter referred to as the “Construction
                Drawings”.

            


    

     

    
      
         

      

      
        C-1

        
          

        

      

      
         

      

    

     

    
      	
              5.

            	
              Landlord’s
                approval of the Construction Drawings shall in no manner indicate
                that
                Landlord believes the Construction Drawings are in compliance with
                all
                applicable codes, law and regulations and it shall be Tenant’s obligation
                to obtain all such requisite
                approvals.

            


    

     

    
      	
              6.

            	
              Tenant
                shall submit to Landlord in writing the following information at
                least ten
                (10) days prior to the commencement of construction of the Initial
                Leasehold Improvements:

            


    

     

    
      	 	
              A.

            	
              The
                name and address of Tenant’s proposed general contractor (the
                “General
                Contractor”),
                and the names of each of the subcontractors that the General Contractor
                intends to engage in the construction of the mechanical, electrical
                and
                plumbing system portions of the Initial Leasehold Improvements. The
                General Contractor and all such subcontractors (collectively,
                “Tenant’s
                Contractors”)
                shall be subject to Landlord’s prior written approval, which approval
                shall not be unreasonably withheld, delayed or
                conditioned.

            


    

     

    
      	 	
              B.

            	
              The
                anticipated commencement date of construction and estimated date
                of
                completion.

            


    

     

    
      	 	
              C.

            	
              Evidence
                of property, liability and worker’s compensation insurance reasonably
                acceptable to Landlord as to insurer, policy terms and coverage (which,
                as
                to property and liability insurance policies, may include, without
                limitation, naming Landlord as additional
                insured).

            


    

     

    
      	
              7.

            	
              Tenant,
                at its sole cost and expense, shall cause Tenant’s Contractors to perform
                all work required to complete the Initial Leasehold Improvements
                substantially in accordance with the approved Construction Drawings
                (“Tenant’s
                Work”).
                Landlord, at Landlord’s expense, shall have the right to observe the
                Tenant’s Work, but any such observation shall be strictly for Landlord’s
                own purposes and shall not impose upon Landlord any express or implied
                duty to Tenant or any third party with respect to the Tenant’s Work or the
                Leased Premises, including, without limitation, verification that
                the
                Initial Leasehold Improvements are constructed in a good and workmanlike
                manner, substantially in accordance with (a) the Construction Drawings,
                (b) all applicable laws, codes and ordinances and (c) Landlord’s insurance
                requirements.

            


    

     

    
      
         

      

      
        C-2

        
          

        

      

      
         

      

    

     

    
      	
              8.

            	
              Tenant
                shall not be deemed to be the agent or representative of Landlord
                in
                making the Initial Leasehold Improvements, and shall have no right,
                power
                or authority to encumber the fee interest in the Building or the
                land on
                which it is located. Accordingly, any claims against Tenant with
                respect
                to the Tenant’s Work or the Initial Leasehold Improvements shall be
                limited to Tenant’s leasehold estate under this Lease. Should any
                mechanic’s or other liens be filed against the Leased Premises, the
                Building or any other property of Landlord or any interest therein
                by
                reason of Tenant’s acts or omissions or because of a claim against Tenant
                or Tenant’s Contractors, Tenant shall cause same to be canceled or
                discharged of record by bond or otherwise within thirty (30) days
                after
                notice by Landlord. If Tenant shall fail to cancel or discharge said
                lien
                or liens, within said thirty (30) day period (which failure shall
                be
                deemed to be a default hereunder), Landlord may, at its sole option
                and in
                addition to any other remedy of Landlord hereunder or at law, cancel
                or
                discharge same and Tenant shall promptly reimburse Landlord upon
                demand,
                for all reasonable costs incurred in canceling or discharging such
                lien or
                liens (including, without limitation, reasonable legal
                fees).

            


    

     

    
      	
              9.

            	
              All
                Tenant’s Work shall be performed in a good and workmanlike manner in
                accordance with good industry practice, shall comply in all material
                respects with applicable federal, state, city and county statutes,
                ordinances, regulations, laws and codes, including, without limitation,
                the ADA and TABA and shall be performed so as not to alter the exterior
                appearance of the Building and so as not to adversely affect the
                structure
                or safety or systems or services of the Building, the Project or
                those of
                the other tenants therein. All required building and other permits
                in
                connection with the construction and completion of the Tenant’s Work shall
                be obtained and paid for by Tenant.

            


    

     

    
      	
              10.

            	
              All
                material used in the performance of Tenant’s Work and in the fixturing of
                the Leased Premises shall be new and of good quality (other than
                materials
                already located in the Leased Premises on the date of this
                Lease).

            


    

     

    
      	
              11.

            	
              Tenant’s
                Contractors (at no cost to Tenant prior to the Commencement Date)
                shall be
                allowed to utilize power, water and other existing utility facilities
                as
                necessary and required in connection with the Tenant’s Work in the Leased
                Premises.

            


    

     

    
      	
              12.

            	
              Tenant
                shall maintain the Leased Premises and the surrounding areas in a
                clean
                and orderly condition during construction. Tenant shall promptly
                remove
                all unused construction materials, equipment, shipping containers,
                packaging, debris and flammable waste from the Building. Neither
                Tenant
                nor Tenant’s Contractors shall be permitted to deposit rubbish, dirt or
                debris in Landlord’s trash containers or elsewhere in the Building.
                Storage of construction materials, tools, equipment and debris shall
                be
                confined within the Leased
                Premises.

            


    

     

    
      	
              13.

            	
              Landlord
                shall have the right at all times to inspect the Initial Leasehold
                Improvements. Tenant shall do structural work, coring, drilling and
                chipping, after normal business hours but shall have the right to
                construct all other Initial Leasehold Improvements at any hour. If
                at any
                time the entry by or presence of one or more persons furnishing labor
                or
                materials for the Initial Leasehold Improvements shall cause disharmony
                or
                interference with the other tenants in the Building or the operation
                of
                the Project, any consent granted by Landlord with respect to the
                disruptive contractor or subcontractor may be withdrawn following
                twenty-four (24) hours’ written notice to Tenant if such disharmony or
                interference is not cured within such twenty-four (24) hour period;
                provided however, Landlord shall have the right at all times to
                immediately terminate any particular activity or activities of Tenant
                or
                its employees, agents, or contractors which, in Landlord’s reasonable
                judgment, (i) causes unreasonable interference with other Building
                tenants’ usage of the Project, or (ii) poses an immediate threat of damage
                or injury to persons or property in or around the
                Project.

            


    

     

    
      
         

      

      
        C-3

        
          

        

      

      
         

      

    

     

     

    
      	
              14.

            	
              Upon
                completion of Tenant’s Work, Tenant shall deliver to Landlord one set of
                the “records drawings” and specifications for the Leased Premises on a
                diskette in AutoCad or compatible
                format.

            


    

     

    
      	
              15.

            	
              Landlord
                agrees to provide Tenant an allowance (the “Improvements
                Allowance”)
                of up to $38.55 per square foot of net rentable area of the Leased
                Premises in connection with the design, construction and installation
                of
                the Initial Leasehold Improvements. The Improvements Allowance shall
                be
                funded in installments (less ten percent (10%) retainage) (no more
                frequently than once per month) promptly following Landlord’s receipt of
                Tenant’s written draw request, accompanied by a partial lien waiver from
                the General Contractor and supporting detail for the costs incurred
                by
                Tenant reasonably acceptable to Landlord. The final installment of
                the
                Improvements Allowance shall be funded upon the later to occur of
                (i) the
                date that Tenant fully occupies the Leased Premises, and (ii) Landlord’s
                receipt of Tenant’s written request therefor, accompanied by a final lien
                waiver from the General Contractor and each of the other Tenant’s
                Contractors designated by Landlord, the AutoCad diskette of the “record
                drawings” and specifications for the Leased Premises and supporting detail
                for the costs incurred by Tenant reasonably acceptable to Landlord.
                If the
                total costs of the Initial Leasehold Improvements exceed the Improvements
                Allowance, the excess shall be at Tenant’s sole cost and expense. If the
                total costs of the Initial Leasehold Improvements do not exceed the
                Improvements Allowance, any savings may be utilized for future leasehold
                improvements in the Leased Premises if completed prior to December
                31,
                2011, failing of which Tenant shall forfeit any remaining balance
                of the
                Improvements Allowance as of such
                date.

            


    

     

    
      	
              16.

            	
              In
                the event Tenant requests Landlord to contract for the construction
                and
                installation of any portion of the Tenant’s Work on behalf of Tenant,
                Landlord shall supervise the construction of that portion of Tenant’s Work
                and Tenant agrees to pay Landlord a reasonable construction management
                fee
                in an amount not to exceed five percent (5%) of the total construction
                costs of that portion of the Tenant’s Work performed by Landlord’s
                contractor. 

            


    

     

    
      	
              17.

            	
              From
                time to time as such schedules are revised, Tenant or Tenant’s Contractors
                shall provide Landlord with schedules showing the timing of construction
                of the Initial Leasehold Improvements. All Initial Leasehold Improvements
                shall comply in all material respects with the Construction
                Drawings.

            


    

     

    
      
         

      

      
        C-4