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FIRST AMENDMENT TO LEASE AGREEMENT

THIS
FIRST AMENDMENT TO LEASE AGREEMENT (this First Amendment) is
made and entered into as of March 29, 2016 (the "First Amendment
Effective Date") between FSP ENERGY TOWER I LIMITED PARTNERSHIP, a
Texas limited partnership ("Landlord"), and NORTHSTAR HEALTHCARE
ACQUISITIONS, LLC, a Delaware limited liability company ("Tenant").

RECITALS

WHEREAS,
Landlord and Tenant entered into that certain Lease Agreement dated as of May
20, 2015 (the Original Lease) for the lease of approximately 16,997
square feet of Net Rentable Area (the Existing Premises) located on the
third (3rd) floor of the office building located at 11700 Katy Freeway and
commonly known as Energy Tower in Houston, Texas (the Building); and
WHEREAS, Landlord and Tenant desire to amend the Lease to expand the square
footage covered by the Lease and to modify certain other provisions of the Lease
as set forth herein, but not in any other respect.

NOW,
THEREFORE, for and in consideration of Ten and No/100 Dollars ($10.00) and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged and confessed, Landlord and Tenant, intending to be and being
legally bound, do hereby agree as follows:

AGREEMENT

1.       
Defined Terms; Recitals. All capitalized terms used herein and not
defined herein shall have the meaning set forth in the Lease. The recitals set
forth above are hereby incorporated by reference in this First Amendment. As
used herein and in the Original Lease the term Lease shall mean and refer to
the Original Lease as amended hereby.

2.        Expansion of Leased
Premises.

(a)     
Commencing on the Expansion Commencement Date (as defined in Exhibit B), the
Leased Premises shall be automatically expanded to include approximately twelve
thousand four hundred fourteen (12,414) square feet of Net Rentable Area located
on the fourth (4th) of the Building, as shown on Exhibit A attached
hereto and made a part hereof (the Expansion Premises). Upon the
Expansion Commencement Date, the Leased Premises shall contain a total of
twenty-nine thousand four hundred eleven (29,411) square feet of Net Rentable
Area located on floors three and four of the Building.

(b)     
The Expansion Premises shall be added to and become part of the Leased Premises
for all purposes of the Lease without any further action on behalf of Landlord
or Tenant and, except as modified by this First Amendment, shall be subject to
all of the terms and conditions of the Original Lease applicable to the Leased
Premises, including, without limitation, Tenant's obligation to pay Base Rental,
Tenants Basic Cost Adjustment, Tenants Basic Cost adjustment, parking charges and any other amounts due under the
Lease in accordance with the terms of the Lease.

1

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(c)    
 Lease Term for Expansion Premises. The lease term for the Expansion
Premises (the Expansion Term) shall commence on the Expansion
Commencement Date and shall expire as to the Expansion Premises and the Existing
Premises on the date that is sixty-three (63) months after the Expansion
Commencement Date (the Expiration Date). The extension of the Term
pursuant to this Paragraph 2 shall be upon the same terms and conditions
contained in the Original Lease, except as modified in this First Amendment,
including without limitation, Tenants obligations to pay Base Rental, Tenants
Basic Cost Adjustment, Tenants Basic Cost adjustment, parking charges and any
other amounts due under the Lease in accordance with the terms of the Lease.

3.      Base Rental.

(a)       
Commencing on the Expansion Commencement Date and continuing through and until
the Expiration Date, Tenant hereby agrees to pay as the base annual rental
(Base Rental) for the lease and use of the Expansion Premises, an
amount equal to the product of (x) the annual base rental rate identified below
(Base Rental Rate) for the applicable lease months identified below,
multiplied by (y) the number of square feet of Net Rentable Area comprising the
Expansion Premises:

Expansion Term 
      Lease Months
    Base Rental Rate1-15
    $24.5016-27
    $25.0028-39
    $25.5040-51
    $26.0052-63
    $26.50


(b)       
Notwithstanding the foregoing, during the first three (3) full months of the
Expansion Term (the Expansion Abatement Period), the monthly Base
Rental for the Expansion Premises and Tenants Percentage Share of the Basic
Costs attributable to the Expansion Premises shall be abated (the Expansion
Abated Rent); provided that (i) in the event that an Event of Default
occurs during any portion of the Expansion Abatement Period, or (ii) if the
Lease is terminated (or Tenants right to possession of the Leased Premises is
terminated) by Landlord pursuant to Section 6.8 of the Lease, whether during the
Expansion Abatement Period or during the Term of the Lease thereafter, then in
either event all Expansion Abated Rent shall immediately become due and payable.

4.        Existing Premises Lease
Term.

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(a)       
Landlord and Tenant have agreed to extend the Term of the Lease for the Existing
Premises subject to the terms and conditions contained in this First Amendment.
The Lease is hereby amended to provide that the Term of the Lease as to the
Existing Premises shall be extended (the Existing Premises Extension
Term), which term shall commence on the Expiration Date set forth in the
Lease for the Existing Premises (the Existing Premises Extension
Date), and shall be coterminous with the Expansion Term, expiring on the
Expiration Date set forth in Paragraph 2(c) of this First Amendment. The
extension of the Term as to the Existing Premises pursuant to this Paragraph 4
shall be upon the same terms and conditions contained in the Original Lease,
except as modified in this First Amendment, including without limitation,
Tenants obligations to pay Base Rental, Tenants Basic Cost Adjustment,
Tenants Basic Cost adjustment, parking charges and any other amounts due under
the Lease in accordance with the terms of the Lease.

(b)       
Tenant shall continue to pay to Landlord the Base Rental for the Existing
Premises as set forth in the Lease; provided, however that Tenant hereby agrees
to pay as the Base Rental for the lease and use of the Existing Premises during
the Existing Premises Extension Term, an amount equal to the product of (x)
$24.50, multiplied by (y) the number of square feet of Net Rentable Area
comprising the Existing Premises.

5.       
Condition of Leased Premises. Tenant has made a complete examination and
inspection of the Leased Premises (including the Expansion Premises) and accepts
the same in its current, as-is condition, without recourse to Landlord, and
Landlord shall have no obligation to complete any improvements to the Leased
Premises pursuant to this First Amendment (including the Expansion Premises)
except as provided in Exhibit B attached hereto. LANDLORD SHALL MAKE NO
WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE LEASEHOLD IMPROVEMENTS IN
THE LEASED PREMISES (INCLUDING THE EXPANSION PREMISES). ALL IMPLIED WARRANTIES
WITH RESPECT THERETO, INCLUDING BUT NOT LIMITED TO THOSE OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE, ARE EXPRESSLY NEGATED AND WAIVED.

6.       
Parking. Section 6.15(a) of the Original Lease is hereby amended and
restated as follows:

(a)        At all times during
the Term, Landlord agrees to furnish and Tenant agrees to pay for and lease,
permits to park one hundred twenty (120) vehicles in the Garage on an unassigned
basis (the "Unassigned Permits"); provided Tenant may request that up to
forty (40) of such Unassigned Permits be converted to permits for reserved
spaces in the Garage ("Reserved Permits"). No specific spaces in the
Garage are to be assigned to Tenant for the Unassigned Permits, but Landlord may
designate the area in which the vehicles with Unassigned Permits may be parked,
which designations may change from time to time. Additionally, Landlord will
designate a specific space in the Garage for each Reserved Permit, if any, to be
issued by Landlord to Tenant as provided herein, which designated space may be
changed by Landlord from time to time. Landlord will issue to Tenant the
aforesaid number of parking stickers and/or cards each of which will authorize
parking in the Garage of a vehicle on which the sticker is displayed, or Landlord will provide a reasonable
alternative means of identifying and controlling vehicles authorized to be
parked in the Garage.

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7.       
Additional Security Deposit. The Security Deposit is hereby increased, as
of the First Amendment Effective Date, to $95,628.95. Landlord and Tenant
acknowledge and agree that Landlord is currently holding an amount equal to
$53,597.21 and Tenant shall pay to Landlord, in cash or by certified check, an
additional sum equal to $42,031.74 within one (1) Business Day after the First
Amendment Effective Date.

8.       
Signage.

Tenant,
but not any sublesseee or assignee of Tenant, shall be permitted to place
signage in the elevator lobbies of the full floors it leases and occupies (only
during the period Tenant leases and occupies such full floor), subject to
Landlords approval, which approval shall not be unreasonably withheld, provided
that Tenant shall be solely responsible for all costs and expenses related in
any way to such elevator lobby signage including but not limited to costs
associated with design, permitting, installing, maintaining, repairing,
lighting, powering, insuring, cleaning and removing such signage.

From
and after the First Amendment Effective Date and only for so long as the Signage
Conditions (defined below) are satisfied, during the Term, Tenant shall have the
right to place the name Nobilis Health on the multi-tenant monument sign
located on the Land (the Monument Sign) at Tenants sole cost and
expense. Tenant shall be responsible for Tenants share (with all tenants
placing their name on the monument sign bearing an equal share) of costs of such
signage, including but not limited to costs associated with design, permitting,
installing, maintaining, repairing, lighting, powering, insuring, cleaning, and
removing such signage on the Monument Sign. The costs incurred by Landlord of
initially installing, and the costs of any changes to or removal of such name on
the Monument Sign, shall be paid by Tenant within thirty (30) days of Tenants
receipt of a written request for reimbursement. The design (including, without
limitation, font size and graphics) of such Tenant signage, and the materials
used in the installation thereof, shall be subject to Landlords approval, such
approval not to be unreasonably withheld, and all other Legal Requirements. The
names placed in the Monument Sign, including Tenants, shall be placed in
descending order by the amount of square footage leased by such tenants,
including Tenant, having the right to place their name on the Monument Sign.

If
any of the Signage Conditions are no longer satisfied, Landlord shall have the
right to remove such signage from the Monument Sign and otherwise grant rights
in contravention of this Section 8, and Tenant shall be obligated to reimburse
Landlord for the costs incurred by Landlord to remove such name from, and to
restore, the Monument Sign, plus a fee to Landlord equal to five percent (5%) of
the foregoing costs.

Landlord
reserves the right from time to time during the Term to (i) grant exterior
identification signs to other tenants of the Building, (ii) include the names of
other tenants of the Building on the Monument Sign, (iii) alter the Monument
Sign, and/or (iv) remove or replace the Monument Sign, provided that, if
Landlord removes and replaces the Monument Sign, Landlord shall promptly install
a sign of comparable or greater size and quality to the Monument Sign or of a substantially similar size, quality and visibility of
monument signs then in place at comparable Buildings on the Land in a location
to be reasonably determined by Landlord in replacement thereof and Landlord
shall pay all expenses related to replacement of Tenants identification signs
on the Monument Sign.

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As
used herein, Signage Conditions shall mean:

| | (i)   | Tenant is one of the five (5) largest tenants of the
      Building as determined by the Net Rentable Area of the Leased Premises and
      the premises of other tenants of the Building, and Tenant has not assigned
      its interest under the Lease (other than to a Permitted
  Affiliate);
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                   
| | (ii)  | an Event of Default has not occurred and is not then
      continuing beyond applicable notice and cure periods; and                                                                                                                                                                              
| |       |                                                                                                                                                                                                                                                                                                   
| | (iii) | Tenant occupies not less than 70% of the Leased
      Premises.                                                                                                                                                                                                                                   

9.       
Brokerage Commissions. Tenant represents to Landlord that it has dealt
with no brokers or intermediaries entitled to any compensation in connection
with this First Amendment except Poynter Commercial Properties Corp.,
representing Landlord (Landlords Broker) and Champions Real
Estate Group LLC representing Tenant (Tenants Broker); with Landlords Broker
and Tenants Broker collectively hereinafter referred to as the Brokers.
Landlord represents to Tenant that it has dealt with no brokers or
intermediaries entitled to any compensation in connection with this First
Amendment except the Brokers. Landlord will pay the fees of the Brokers pursuant
to separate agreements between Landlord and the Brokers. Tenant agrees to
indemnify, defend, and hold harmless Landlord from and against any claims and
expenses (including reasonable attorneys fees) incurred as a result of any
broker, agent or third party claiming by, through or under Tenant except claims
of the above specified Brokers under their agreements with Landlord.

10.      Full
Force and Effect. In the event any of the terms of the Original Lease
conflict with the terms of this First Amendment, the terms of this First
Amendment shall control. Except as amended hereby, specifically including any
rights of first refusal or renewal options, all terms and conditions of the
Original Lease shall remain in full force and effect, and Landlord and Tenant
hereby ratify and confirm the Original Lease as amended hereby. The Original
Lease, as amended herein, constitutes the entire agreement between the parties
hereto and no further modification of the Lease shall be binding unless
evidenced by an agreement in writing signed by Landlord and Tenant.

11.     
Counterparts. This First Amendment may be executed in multiple
counterparts, each of which shall constitute an original instrument, but all of
which shall constitute one and the same agreement.

[END OF PAGE; SIGNATURE PAGE FOLLOWS]

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EXECUTED
as of the First Amendment Effective Date set forth above.

LANDLORD:

FSP ENERGY TOWER I LIMITED
PARTNERSHIP, a Texas limited partnership

| | By: | FSP Property Management LLC,                                      
| | --- | ------------------------------------------------------------------
| |     | a Massachusetts limited liability
      company, its asset manager

By:
****/s/Leo H. Daley,
Jr.      
Leo H. Daley, Jr.        Its: Vice
President--Regional Director



TENANT:

NORTHSTAR HEALTHCARE ACQUISITIONS,
LLC,a Delaware limited liability company

By:      _______/s/Kenneth
KleinName: Kenneth
KleinTitle:   Chief Financial
Officer

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EXHIBIT A

EXPANSION PREMISES



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EXHIBIT B

TENANT IMPROVEMENTS WORK SCHEDULE

LANDLORDS WORK

|1. | Building Standard. "Building Standard"
      shall mean such materials and improvements as are currently being used by
      Landlord in the base Building and the "Building Standard
      Improvements" shall mean the standard materials and improvements
      currently used in the Building, or materials of comparable quality as may
      be substituted therefor by Landlord. Capitalized terms used herein that
      are not defined herein shall have the same meaning given to such terms in
      the Lease.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|2. | Commencement Date. The "Expansion Commencement
      Date shall be the later of (i) March 15, 2016 or (ii) the date of
      Substantial Completion (as defined below) of Landlords Work; provided,
      however, the date of Substantial Completion of the Landlords Work will be
      accelerated by the number of days completion of the Landlords Work was
      delayed due to Tenant Delay (as defined below).                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|3. | Substantial Completion. "Substantial
      Completion" shall mean the day on which Landlords Work has been
      completed so that Tenant may receive the beneficial use of the Leased
      Premises (i.e., when Tenant may use the Leased Premises for its intended
      purpose), subject to a punch list of non-material items that can be
      completed within thirty (30) days, all as determined by Landlord in its
      reasonable judgment.                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|4. | Tenant Delay. "Tenant Delay" means all
      delays caused by Tenant that delay the completion of the Landlords
      Work.                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|5. | Landlords Work. "Landlords Work" means
      (i) repainting the interior of the Leased Premises with Building Standard
      paint to match paint in the Existing Premises, and (ii) replacing all
      flooring in the Leased Premises with new Building Standard carpeting to
      match carpeting in the Existing Premises.                                                                                                                                                                                         

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EXHIBIT C

TENANT IMPROVEMENTS WORK SCHEDULE

All alterations and physical additions to the Leased Premises
shall be done at Tenants sole cost and expense, except as specifically provided
in Article III of this Exhibit C, and are herein called the Tenant
Improvements. The Tenant Improvements must include the Building Standard
Improvements. All Tenant Improvements must comply with the Buildings
sustainable construction policy, which may be updated from time to time in
Landlords sole discretion. Capitalized terms used herein that are not defined
herein shall have the same meaning given to such terms in the Lease.

Article I

Landlord and Tenant Pre-Construction
Obligations

|1. | Tenant Space Plan. If Tenant desires to undertake
      the Tenant Improvements, Tenant will deliver to Landlord a detailed space
      plan containing the information described in Article IV of this Exhibit
      C, together with other relevant information and written instructions
      relating thereto (said space plan and other information and instructions
      being herein called the Tenant Space Plan).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|2. | Landlord Review. Landlord will review the Tenant
      Space Plan to confirm that the Tenant Improvements contemplated thereby
      (i) conforms with or exceeds the standards of the Project and the
      requirements listed in Article IV of this Exhibit C, and (ii) will
      not impair the structural, mechanical, electrical or plumbing integrity of
      the Project. Landlord shall either approve or disapprove the Tenant Space
      Plan within fifteen (15) days after the date Landlord receives the Tenant
      Space Plan. If Landlord does not approve the Tenant Space Plan, Landlord
      will inform Tenant in writing of its objections and Tenant will revise the
      same and deliver a corrected version to Landlord for its approval within
      ten (10) days after the date Tenant receives Landlords disapproval
      notice. The approval and revision process for the revised Tenant Space
      Plan shall be the same as described in the previous two
  sentences.                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|3. | Tenant Working Drawings. After the Tenant Space
      Plan has been approved by Landlord, Tenant shall cause working drawings
      (the Tenant Working Drawings) of the Tenant Improvements to be
      prepared and shall deliver the same to Landlord for its approval within
      fifteen (15) days after the date of Landlords approval of the Tenant
      Space Plans. The Tenant Working Drawings shall consist of complete sets of
      plans and specifications, including detailed architectural, structural,
      mechanical, electrical and plumbing plans for the Tenant Improvements. The
      Tenant Working Drawings shall be substantially consistent with the Tenant
      Space Plan without any material changes. The Tenant Working Drawings shall
      be prepared at Tenants expense (subject to reimbursement as set forth in
      Article III below) by architects and engineers selected by Tenant and
      approved by Landlord. The approval process for the Tenant Working Drawings
      shall be identical to the approval process for the Tenant Space Plan
      described in paragraph 2 of this Article I.

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Article II

Selection of a Contractor and Construction of Tenant
Improvements

|1. | Bid Letting. Tenant shall promptly submit the
      approved Tenant Working Drawings to Landlords contractor (the
      Building Contractor) and, if Tenant chooses, to any other
      reputable contractor(s) selected by Tenant and reasonably approved by
      Landlord. Within twenty (20) days of the date Tenant submits the bid
      proposals to the contractor(s), Tenant shall review the bid proposals and
      construction schedules received by such date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|2. | Selection of Bid. Landlord shall accept the
      qualified bid chosen by Tenant and Landlord shall endeavor to enter into a
      contract with the selected contractor (the "Tenant Contractor")
      within five (5) business days of Tenants notice to Landlord thereof. As
      used herein the term qualified bid shall mean any bid from the Building
      Contractor or one of the contractors selected by Tenant pursuant to
      Paragraph 1 above, which bid accurately reflects the improvements to be
      made pursuant to the Working Drawings and which Landlord, taking into
      account all reasonable factors, reasonably believes will cause the Tenant
      Improvements to be constructed in accordance with the Building Standard
      level.                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|3. | Tenant Contractor - Hold Harmless. Tenant shall
      indemnify and hold harmless Landlord, its agents, contractors and any
      mortgagee of Landlord from and against any and all losses, damages, costs
      (including costs of suit and attorneys fees), liabilities or causes of
      action for injury to, or death of, any person, for damage to any property
      and for mechanics, materialmens or other liens or claims arising out of
      or in connection with the work done by Tenant Contractor (and Tenant
      Contractors subcontractors and sub- subcontractors) under its contract
      with Tenant.                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|4. | Tenant Contractor - Mechanics and Materialmens
      Liens. Should any mechanic's or other liens be filed against any
      portion of the Project, including the Leased Premises, by reason of
      Tenant's or Tenant Contractor's acts or omissions or because of a claim
      against Tenant or Tenant Contractor, Tenant shall inform Landlord of such
      lien immediately and cause the same to be canceled or discharged of record
      by bond or otherwise within twenty (20) days after receipt of notice by
      Tenant. If Tenant fails to cancel or discharge the lien within said twenty
      (20) day period, Landlord may, at its sole option, cancel or discharge the
      same and upon Landlord's demand, Tenant shall promptly reimburse Landlord
      for all costs (including attorneys' fees plus a management fee equal to
      ten percent (10%) of all costs) incurred in canceling or discharging such
      liens.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|7. | Construction Management Fee; Payment of Landlord.
      Tenant shall be responsible for paying to Landlord a construction
      management fee equal to five percent (5%) of the cost of the Tenant
      Improvements. Tenant shall pay to Landlord all amounts payable by Tenant
      pursuant to this Exhibit Cwithin ten (10) days after billing by
      Landlord.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|8. | Default. The failure by Tenant to comply with the
      provisions of this Exhibit Cshall constitute a default by Tenant
      under the terms of Section 6.8 of the Lease and Landlord shall have the
      benefit of all remedies provided for in the Lease.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

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|9.  | Change Orders. Tenant may authorize changes in the
      Tenant Improvements; provided that any changes must meet the criteria set
      forth in Article I of this Exhibit C. Tenant shall also be
      responsible for any delays or additional costs caused by such change
      orders.                                                                                                                                                                                                                                                                                                                                                                     
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|10. | As-Built Plans and Certificate of Occupancy. Upon
      completion of the Tenant Improvements, Tenant shall deliver to Landlord a
      copy of the as-built plans and specifications for the Tenant Improvements
      in both electronic and hard copy format, and (if required pursuant to
      applicable laws, codes, rules and regulations) a permanent, unconditional
      certificate of occupancy issued by the City of Houston with respect to the
      Tenant Improvements, within thirty (30) days of completing the same. Upon
      receipt, Landlord will transfer such plans to Landlords master plans at a
      cost to be borne by Tenant.

Article III

Monetary Matters

|1. | Landlords Contribution. Tenant shall be
      responsible for all costs and expenses incurred in connection with the
      Tenant Improvements, including those costs and expenses associated with
      the preparation of architectural and engineering plans. However, Landlord
      shall pay an amount equal to $24.50 per square foot of Net Rentable Area
      of the Leased Premises (Landlords Contribution) for the costs of
      the Tenant Improvements and Landlords Work in accordance with the
      provisions of this Article III.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|2. | Payment of Contractor. Landlord shall pay to the
      Tenant Contractor Landlords Contribution as it becomes due (subject to
      Landlords reasonable requirements including, without limitation, the
      delivery of reasonable documentation of such costs, lien waivers, and
      architects certifications). Additionally, Landlord shall, upon
      presentation by Tenant of proof of payment reasonably acceptable to
      Landlord (including, but not limited to, paid invoices, copies of canceled
      checks and lien waivers), pay to Tenant a portion of Landlord's
      Contribution equal to the amount paid by Tenant to any contractors hired
      directly by Tenant; provided that such contractors were approved by
      Landlord in writing. Tenant shall be responsible for the payment of all
      costs and expenses incurred in connection with the Tenant Improvements
      which exceed Landlords Contribution; provided that Tenant shall not be
      required to make any payments to the Tenant Contractor until the
      Landlords Contribution has been expended in full. Once the Landlords
      Contribution has been paid in full by Landlord, Tenant shall pay all
      remaining costs and expenses incurred in connection with the Tenant
      Improvements promptly upon being presented an invoice for such costs and
      expenses by Landlord. Notwithstanding anything to the contrary set forth
      herein, in no event shall Landlord be required to pay any for any costs in
      connection with the Tenant Improvements which, in the aggregate, exceed
      Landlords Contribution.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|3. | Unpaid Amounts. If any portion of Landlord's
      Contribution remains unpaid after the Tenant Improvements and Landlords
      Work have been completed, such unpaid amount shall be applied by Tenant
      towards a rental abatement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

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Article IV

Minimum Information Required of Tenant Space
Plan

Tenant shall provide to Landlord a Tenant Space Plan that
contains architectural, mechanical, electrical and plumbing plans prepared and
stamped by a licensed architect or engineer, as the case may be, indicating:

|1.  | Location and type of all partitions.                                                                                                                                                                                                                                                            
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                 
|2.  | Location and types of all doors indicating hardware and
      providing a keying schedule.                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                 
|3.  | Location and type of glass partitions, windows, doors,
      and framing.                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                 
|4.  | Location of telephone equipment room accompanied by a
      signed approval of the telephone company.                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                 
|5.  | Critical dimensions necessary for construction.                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                 
|6.  | Location, circuit number and specifications of all
      electrical devices, outlets, switches, telephone outlets, etc.                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                 
|7.  | Location and type of all lighting and access control
      systems.                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                 
|8.  | Location and type of equipment that will require special
      electrical requirements. Provide manufacturers specifications for use and
      operation.                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                 
|9.  | An electrical load analysis for all electrical
      services.                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                 
|10. | Location, weight per square foot and description of any
      exceptionally heavy equipment or filing system exceeding 50 psf live
      load.                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                 
|11. | Location, type and specifications of the HVAC
      distribution systems and controls.                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                 
|12. | Requirements for special air conditioning or ventilation,
      including equipment placement, specifications and calculations provided by
      a professional engineer to confirm existing building conditions will not
      be adversely affected by the addition of any proposed equipment.
|    |                                                                                                                                                                                                                                                                                                 
|13. | Type and color of floor covering.                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                 
|14. | Location, type and color of wall covering.                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                 
|15. | Location, type and color of paint and/or
  finishes.                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                 
|16. | Location and type of plumbing, including special
      sprinklering requirements.                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                 
|17. | Location and type of kitchen
equipment.                                                                                                                                                                                                                                                         

12

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Details Showing:

|1. | All millwork with verified dimensions and dimensions of
      all equipment to be built-in.                                                                                                                                     
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                 
|2. | Corridor entrances.                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                 
|3. | Bracing or support of special walls, glass partitions,
      etc., if desired. If not included with the Tenant Space Plan, the Building
      architect will design, at Tenants expense, all support or bracing
      required.

[End of Page]

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EXHIBIT D

RIGHT OF FIRST REFUSAL

1.       
Subject to and upon the terms, provisions and conditions set forth in this
Exhibit, Tenant shall have, and is hereby granted, a continuing right of refusal
(the Right of Refusal) commencing on the First Amendment
Effective Date and expiring on the first anniversary thereof to lease up to 50%
of the premises on the fifth (5th) floor of the Building (hereinafter sometimes
called the Refusal Premises), subject to the terms and conditions set
forth herein.

2.       
Tenant may exercise a Right of Refusal only if, at the time of such exercise and
at the time of Landlords delivery of the Refusal Premises to Tenant, (a) no
Event of Default exists and (b) Tenant is in occupancy of the entire Premises
(unless Landlord, in its sole discretion, elects to waive such condition(s)).
Occupancy by a sublessee or assignee (other than a Permitted Affiliate that is
an assignee of Tenants entire interest in the Lease permitted under Section 5.4
of the Lease) shall not constitute occupancy by Tenant. If such condition(s) are
not satisfied or waived by Landlord, any purported exercise thereof shall be
null and void.

3.       
If (i) Landlord has previously leased 50% of the Net Rentable Area on the fifth
(5th) floor, or (ii) Landlord has received an offer from, or made an
offer to, a tenant that Landlord is willing to accept, for the tenant to lease a
portion of the Net Rentable Area on the fifth (5th) floor, the result
of which would be that less than 50% of the Net Rentable Area on the fifth
(5th) floor would remain unleased, then in either such event Landlord
shall, prior to entering into a lease with such tenant, deliver written notice
to Tenant offering to lease such portion of the Refusal Premises to Tenant,
together with a description of the material terms of such offer (a Lease
Proposal). Notwithstanding anything to the contrary set forth herein:

(a)
in the event that Landlord delivers a Lease Proposal to Tenant for 50% or more
of the Net Rentable Area on the fifth (5th) floor and Tenant waives,
or is deemed to have waived, its Right of Refusal with respect thereto then
Tenants Right of Refusal shall, subject to Section 8 below, terminate and be of
no further force and effect; and

(b)
in the event that Landlord delivers a Lease Proposal to Tenant and Tenant
waives, or is deemed to have waived, its Right of Refusal with respect thereto
then Tenants Right of Refusal shall, subject to Section 8 below, be reduced by
the amount of Net Rentable Area contained in such Lease Proposal. By way of
example only, if Landlord delivers a Lease Proposal to Tenant which covers 30%
of the Net Rentable Area on the fifth (5th) floor, and Tenant waives,
or is deemed to have waived, its Right of Refusal with respect thereto, Tenants
Right of Refusal shall thereafter only apply to the extent that Landlord has
previously leased 80% of the Net Rentable Area on the fifth (5th)
floor, or (ii) Landlord has received an offer from, or made an offer to, a
tenant that Landlord is willing to accept, for the tenant to lease a portion of
the Net Rentable Area on the fifth (5th) floor, the result of which
would be that less than 20% of the Net Rentable Area on the fifth
(5th) floor would remain unoccupied.

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4.       
Tenant shall have a period of five (5) days after receipt of a Lease Proposal to
irrevocably and unconditionally exercise its Right of Refusal to lease the
applicable Refusal Premises upon the terms of the Lease Proposal by written
notice to Landlord.

5.       
Notwithstanding the foregoing, if Landlord intends to lease all or part of the
Refusal Premises together with space in the Building that is not Refusal
Premises, then Landlord may deliver a Lease Proposal that includes all of such
space, including space in addition to the Refusal Premises (the Additional
Refusal Premises), in which case Tenant must exercise the Right of Refusal
as to all, but not part, of such space, including both the applicable Refusal
Premises and the applicable Additional Refusal Premises.

6.       
If Tenant does not exercise a Right of Refusal within such five (5) day period,
the Right of Refusal shall be waived with respect to such space. Any purported
conditional or qualified exercise of a Right of Refusal shall be null and void.
Upon Tenants exercise of a Right of Refusal, Landlord and Tenant shall
negotiate an amendment to the Lease evidencing same, but an otherwise valid
exercise of a Right of Refusal shall be fully effective, whether or not such
amendment is executed.

7.       
If Tenant elects to exercise a Right of Refusal, the applicable Refusal Premises
(and Additional Preferential Premises, if applicable) shall be subject to all of
the terms, covenants and conditions of the Lease except that (a) Base Rental
payable by Tenant with respect to the Refusal Premises (and Additional Refusal
Premises, if applicable) shall be the Base Rental set forth in the Lease
Proposal, (b) the Term of the Lease as to the Refusal Premises (and any
Additional Refusal Premises) shall be the term set forth in the Lease Proposal,
(c) the applicable Refusal Premises shall be provided in its then existing
condition (on an as-is basis), broom clean and free of any prior tenants
personal property at the time Landlord delivers such Refusal Premises to Tenant,
without any obligation on the part of Landlord to furnish, install, or modify
any leasehold improvements or to provide any allowance or credit therefor,
except to the extent provided in the Lease Proposal, and (d) Tenants obligation
to pay Rent for the applicable Refusal Premises (and Additional Refusal
Premises, if applicable) shall commence on the date (the Refusal Rental
Commencement Date) set forth in the Lease Proposal.

8.       
If Landlord does not receive written notice from Tenant of its exercise of the
Right of Refusal within said five (5) day period, Landlord shall have a period
of one hundred eighty (180) days thereafter to lease the applicable Refusal
Premises on any terms or conditions it desires to one or more tenants. If
Landlord does not lease all of such Refusal Premises within said one hundred
eighty (180) day period, Tenant shall have a Right of Refusal on any subsequent
leasing of such unleased Refusal Premises on the terms set forth above.

9.       
Upon request of Landlord at any time after the Refusal Rental Commencement Date,
Tenant shall execute and deliver to Landlord an amendment to the Lease (in a
form provided by Landlord) specifying (a) the Refusal Rental Commencement Date,
(b) the Base Rental schedule for the Refusal Premises (and Additional
Preferential Premises, if applicable), and (c) the number of square feet of Net
Rentable Area of such Refusal Premises (and Additional Refusal Premises, if
applicable).

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10.     
The Right of Refusal is subject and subordinate to (i) any and all expansion
options, refusal rights, preferential rights and renewal options of existing
tenants of the Building (and their assignees) and future tenant(s) of the
Refusal Premises for which Tenant did not exercise Right of Refusal, and (ii)
the renewal of the lease of any existing or future tenant whether made pursuant
to its lease or otherwise.

11.     
Notwithstanding anything to the contrary contained in the Lease, Tenant shall
not have the right to assign the Right of Refusal to any subtenant or assignee,
and no subtenant or assignee may exercise the Right of Refusal, provided any
Permitted Affiliate that is an assignee of Tenants entire interest in the Lease
permitted under Section 5.4 of the Lease shall have the same rights as Tenant to
exercise the Right of Refusal under this Exhibit. In addition, the Right of
Refusal shall automatically terminate if Tenant assigns the Lease or subleases
any portion of the Leased Premises to other than a Permitted Affiliate.

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