Unassociated Document


     

    Exhibit
10.20

     

    08/28/07

     

    HOSPITAL

     

    LEASE
AGREEMENT

     

    BY
AND BETWEEN

     

    GR
IRF I, LP

    AS
LANDLORD,

     

    AND

     

    GLOBALREHAB,
LP,

    AS
TENANT

     

    August
28, 2007


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    TABLE OF
CONTENTS

     

    
      
        
          
            	
                    RECITALS

                  	
                    1

                  
	
                    1.

                  	
                    Definitions

                  	
                    1

                  
	
                    2.

                  	
                    Demise

                  	
                    1

                  
	
                    3.

                  	
                    Term

                  	
                    1

                  
	
                    4.

                  	
                    Permitted
      Use

                  	
                    2

                  
	
                    5.

                  	
                    Rent

                  	
                    2

                  
	 
      	
                    5.1  
      Base Rent

                  	
                    2

                  
	 
      	
                    5.2  
      Additional Rent

                  	
                    3

                  
	 
      	
                    5.3  
      Parking

                  	
                    3

                  
	 
      	
                    5.4  
      Payment of Rent

                  	
                    4

                  
	 
      	
                    5.5

                  	
                    Delinquent
      Payments and Handling Charge

                  	
                    5

                  
	 
      	
                    5.6

                  	
                    Guaranty

                  	
                    5

                  
	
                    6.

                  	
                    Construction
      of Improvements

                  	
                    5

                  
	 
      	
                    6.1

                  	
                    General

                  	
                    5

                  
	 
      	
                    6.2

                  	
                    Access
      by Tenant Prior to Commencement Term

                  	
                    6

                  
	 
      	
                    6.3

                  	
                    Commencement
      Date; Adjustments to Commencement Date

                  	
                    6

                  
	
                    7.

                  	
                    Services
      to the Leased Premises

                  	
                    6

                  
	 
      	
                    7.1

                  	
                    General

                  	
                    6

                  
	 
      	
                    7.2

                  	
                    Keys

                  	
                    7

                  
	 
      	
                    7.3

                  	
                    Signage

                  	
                    7

                  
	 
      	
                    7.4

                  	
                    Operating
      Hours

                  	
                    8

                  
	 
      	
                    7.5

                  	
                    Landlord
      Restrictions

                  	
                    8

                  
	
                    8.

                  	
                    Repair
      and Maintenance

                  	
                    8

                  
	 
      	
                    8.1

                  	
                    By
      Landlord

                  	
                    8

                  
	 
      	
                    8.2

                  	
                    By
      Tenant

                  	
                    9

                  
	
                    9.

                  	
                    Impositions
      on Tenant’s Property

                  	
                    9

                  
	
                    10.

                  	
                    Transfer
      by Tenant

                  	
                    10

                  
	 
      	
                    10.1

                  	
                    General

                  	
                    10

                  
	 
      	
                    10.2

                  	
                    Conditions

                  	
                    10

                  
	 
      	
                    10.3

                  	
                    Certain
      Transfers

                  	
                    11

                  
	 
      	
                    10.4

                  	
                    Liens

                  	
                    11

                  
	
                    11.

                  	
                    Alterations

                  	
                    11

                  
	
                    12.

                  	
                    Specifically
      Prohibited Uses

                  	
                    13

                  
	
                    13.

                  	
                    Access
      by Landlord

                  	
                    13

                  
	
                    14.

                  	
                    Condemnation

                  	
                    14

                  
	
                    15.

                  	
                    Casualty

                  	
                    14

                  
	 
      	
                    15.1

                  	
                    General

                  	
                    14

                  
	
                    16.

                  	
                    Subordination
      and Attornment

                  	
                    15

                  
	 
      	
                    16.1

                  	
                    General

                  	
                    15

                  
	 
      	
                    16.2

                  	
                    Attornment

                  	
                    15

                  
	 
      	
                    16.3

                  	
                    NonDisturbance

                  	
                    16

                  
	
                    17. 

                  	
                    Insurance

                  	
                    16

                  
	 
      	
                    17.1

                  	
                    General

                  	
                    16

                  
	 
      	
                    17.2

                  	
                    Landlord’s
      Insurance

                  	
                    17

                  
	 
      	
                    17.3 

                  	
                    Waiver
      of Subrogation

                  	
                    18

                  


          

        

      

    


    
      
         


      

      
        i

        
          

        

      

      
         


      

    

    


    
      
        
          	 
      	
                  17.4

                	
                  Indemnity

                	
                  18

                
	
                  18.

                	
                  Third
      Parties

                	
                  19

                
	
                  19.

                	
                  No
      Landlord’s Lien

                	
                  19

                
	
                  20.

                	
                  Americans
      with Disabilities Act

                	
                  20

                
	
                  21.

                	
                  Quiet
      Enjoyment

                	
                  20

                
	
                  22.

                	
                  Default
      by Tenant

                	
                  20

                
	 
      	
                  22.1
      Events of Default

                	
                  20

                
	 
      	
                  22.2
      Remedies of Landlord

                	
                  21

                
	 
      	
                  22.3
      Reletting

                	
                  22

                
	 
      	
                  22.4
      Landlord’s Right to Pay or Perform

                	
                  22

                
	 
      	
                  22.5
      Injunctive Relief; Remedies Cumulative

                	
                  22

                
	 
      	
                  22.6
      No Waiver; No Implied Surrender

                	
                  22

                
	
                  23.

                	
                  Defaults
      by Landlord

                	
                  23

                
	
                  24.

                	
                  Right
      of Reentry

                	
                  23

                
	
                  25. 

                	
                  Miscellaneous

                	
                  24

                
	 
      	
                  25.1
      Time of Essence

                	
                  24

                
	 
      	
                  25.2
      Applicable Law

                	
                  24

                
	 
      	
                  25.3
      Assignment by Landlord

                	
                  24

                
	 
      	
                  25.4
      Commencement Date and Estoppel Certificates

                	
                  24

                
	 
      	
                  25.5
      Signs; Complex Name and Address

                	
                  25

                
	 
      	
                  25.6 

                	
                  Notices

                	
                  25

                
	 
      	
                  25.7
      Entire Agreement; Amendment; and Binding Effect

                	
                  26

                
	 
      	
                  25.8
      Severability

                	
                  26

                
	 
      	
                  24.9
      Number and Gender; Captions and References

                	
                  26

                
	 
      	
                  25.10
      Attorney’s Fees

                	
                  26

                
	 
      	
                  25.11
      Brokers

                	
                  27

                
	 
      	
                  25.12
      Interest on Obligations

                	
                  27

                
	 
      	
                  25.13
      Dollars

                	
                  27

                
	 
      	
                  25.14
      Authority

                	
                  27

                
	 
      	
                  25.15
      Incorporation by Reference

                	
                  27

                
	 
      	
                  25.16
      Hazardous Waste; Bio-Hazardous Waste

                	
                  27

                
	 
      	
                  25.17
      Multiple Counterparts

                	
                  30

                
	 
      	
                  25.18
      Force Majeure

                	
                  30

                
	 
      	
                  25.19
      Third Party Warranties

                	
                  30

                


        

      

    

    


    
      
        
          
            
              
                
                  
                    	
                            Exhibit
      A –Glossary of Defined Terms

                          	 
	
                            Exhibit
      B –Legal Description of Land

                          	 
	
                            Exhibit
      B-1 – Program

                          	 
	
                            Exhibit
      B-2 – Responsibility Matrix

                          	 
	
                            Exhibit
      C - Outline Specifications Exhibit D - Work Letter

                          	 
	
                            Exhibit
      E – Renewal Terms

                          	 
	
                            Exhibit
      F – Guaranty of Lease

                          	 
	
                            Exhibit
      G – List of Tenant Guarantors

                          	 


                  

                

              

            
 


            
              
                 


              

              
                ii

                
                  

                

              

              
                 


              

            

          

        

      

    

        

    HOSPITAL LEASE
AGREEMENT

     

    THIS HOSPITAL LEASE AGREEMENT
is entered as of the 28 day of August, 2007 (the “Effective Date”), by
and between GR IRF I,
LP, as Landlord; and GLOBALREHAB, LP, a Texas
limited partnership, as Tenant.

     

    RECITALS:

     

    
      	
               
      

            	
              A.

            	
              As
      of Commencement Date, Landlord will be the owner of the Land described on
      Exhibit B
      attached hereto and made a part hereof for all purposes and is developing
      on the Land the Improvements (both, as defined
      herein).  Landlord desires to lease to Tenant the Land and
      Improvements (collectively, the “Leased
  Premises”).

            


    

     

    
      	
               
      

            	
              B.

            	
              Tenant
      desires to lease from Landlord the entire Leased Premises for the
      Permitted Use during the Term.

            


    

     

    
      	
               
      

            	
              C.

            	
              Landlord
      and Tenant have agreed to enter into this Lease in order to set forth the
      provisions of their agreements with respect to the matters covered by this
      Lease.

            


    

     

    In consideration of the Recitals and of
the representations, warranties, covenants, agreements, waivers, and releases
set forth in this Lease, Landlord and Tenant contract and agree as provided in
this Lease.

     

    
      	
              1.

            	
              Definitions.  The
      definitions of certain of the terms used in this Lease with initial
      capital letters are set forth in the Glossary of Defined Terms attached as
      Exhibit
      A, attached hereto and made a part hereof for all
      purposes.

            


    

     

    
      	
              2.

            	
              Demise.  Subject
      to the provisions of this Lease, Landlord hereby leases, demises and lets
      to Tenant, and Tenant hereby leases from Landlord, the Leased Premises for
      the Term. Upon completion of the Landlord’s Work, Landlord shall cause
      Landlord’s architect to prepare an architect’s certificate setting forth
      the Net Rentable Area of the Building constituting a part of the Leased
      Premises.

            


    

     

    
      	
              3.

            	
              Term. The Term
      of this Lease commences on the Commencement Date and expires at 5:00 p.m.
      on the fifteenth (15th)
      anniversary of the Rent Commencement Date (hereafter defined); provided
      that, if the Rent Commencement Date does not fall on the first day of a
      calendar month, then the Term will extend until the fifteenth (15th)
      anniversary of the first day of the calendar month next following the Rent
      Commencement Date.  Tenant shall have the option to extend the
      lease term for two (2) five (5) year periods upon the terms and conditions
      set forth in Exhibit E
      attached hereto and made a part hereof for all
  purposes.

            


    
 

    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    
      	
              4.

            	
              Permitted Use;
      Continuous Use and Occupancy. Tenant will continuously occupy and
      use the Leased Premises solely as a rehabilitation hospital for human
      beings and any and all services related or incidental thereto or other
      healthcare services as determined by Tenant. Notwithstanding the
      foregoing, in the event the law changes to prohibit the use of the Leased
      Premises as a hospital under Tenant’s current organizational structure or
      otherwise, the Leased Premises may thereafter be used as a surgery center,
      imaging center, or other licensed healthcare facility. At Landlord’s sole
      expense, Landlord shall obtain and deliver to Tenant copies of (a) a
      written document (the “COO”) issued by
      the City of Dallas, Texas, allowing occupancy of the Leased Premises and
      the Parking Area (which COO may include, without limitation, a temporary
      or a permanent certificate of occupancy); and (b) (i) a Statement of
      Deficiencies and Plan of Corrections and (ii) only if required by any
      governmental agency for the use and occupancy of the Leased Premises, a
      Fire Safety Survey Report (collectively, the “TDH Document”)
      issued by the Texas Department of Health, allowing occupancy of the Leased
      Premises. If the TDH Document includes any deficiencies which are
      architectural, construction, or structural in nature which are required to
      be corrected for Tenant’s permanent occupancy of the Leased Premises,
      Landlord shall correct such deficiencies in a timely manner after
      Landlord’s receipt of the TDH Document, and Landlord shall use Landlord’s
      best efforts to obtain a TDH Document which does not include
      architectural, construction, or structural deficiencies which are required
      to be corrected for Tenant’s permanent occupancy of the Leased Premises.
      At Tenant’s sole cost and expense, Tenant shall obtain any and all
      licenses, permits, consents, and approvals (collectively, the “Tenant
      Approvals”) required for Tenant to conduct its business at the
      Leased Premises in accordance with the Permitted Use, other than the COO
      and the TDH Document. Landlord shall reasonably cooperate with Tenant’s
      obtaining such Tenant Approvals. Notwithstanding any other provisions of
      this Lease, if the COO contains any requirements for changes to the
      Building Work, at Landlord’s sole expense, Landlord shall cause such
      changes to be made in a timely manner and Landlord shall use Landlord’s
      best efforts to obtain a COO which does not require further changes to the
      Building Work as quickly as
possible.

            


    

     

    To the
extent federal statutes, regulations or other federal requirements limit the
physician ownership interest in Tenant’s rehabilitation hospital in the Leased
Premises, then Landlord and Tenant will work together to obtain a buyer or a
solution that, in either case, is mutually agreeable to Landlord and Tenant for
that portion of the ownership interests in Tenant which cannot be owned by
physicians, such acquisition being on terms and conditions reasonably
satisfactory to Tenant.

     

    
      	
              5.

            	
              Rent.

            


    

     

    
      	
               
      

            	
              5.1

            	
              Base Rent. In
      consideration of Landlord’s leasing the Leased Premises to Tenant and
      performing Landlord’s obligations hereunder, and subject to adjustment in
      accordance with Section 5.2, commencing sixty (60) days after
      the  Commencement Date (the “Rent Commencement Date”), and on
      the first day of each succeeding calendar month thereafter during the
      Term, Tenant shall pay to Landlord all Rent as provided herein, including,
      without limitation, annual Base Rent as
follows:

            


    
 

    
      
         


      

      
        2

        
          

        

      

      
         


      

    

    
    

    
      
        
          
            	
                    Initial Annual Rate 

                  	 	
                    Estimated Initial 

                    Annual Base Rent

                  	 	 	
                    Estimated Initial 

                    Monthly Base Rent

                  	 
	 
      	 	 	 	 	 	 
	
                    $29.63
      per square foot of Net Rentable Area of the Leased
Premises

                  	 	$	1,185,307.00	 	 	$	98,775.58	 


          

        

      

    

     

    The
rentable area of the Leased Premises may very from estimate included in this
Lease.  Once the Leased Premises have been completed, Landlord shall
calculate the rentable area of the Leased Premises and deliver to Tenant a
written notice (the “Adjustment Notice”) of the exact rentable area in square
footage of the Leased Premises.  Upon execution of the Adjustment
Notice, rentable the area of the Leased Premises as set forth in the Adjustment
Notice will replace for all purposes the square footage of the Leased Premises
otherwise set forth in this Lease and the Base Rent shall be recalculated based
upon the rentable area of the Leased Premises as set forth in the Adjustment
Notice.

     

    
      	
               
      

            	
              5.2

            	
              Base Rent
      Adjustments:  Beginning on the first anniversary of the
      Rent Commencement Date, and on each anniversary of the Rent Commencement
      Date thereafter during the Term, the Base Rent then in effect shall be
      increased by two percent (2%) of the Base Rent in effect immediately
      preceding such anniversary.

            


    

     

    
      	
               
      

            	
              5.3

            	
              Additional
      Rent.  For purposes of this Lease, “Additional
      Rent” for any Fiscal Year (or portion thereof) means the sum of (a)
      the amount expended by Landlord for Operating Expenses plus (b) all other
      sums payable by Tenant hereunder, plus (c) sums, if any, payable pursuant
      to the Work Letter. At or prior to the Commencement Date (for the first
      Fiscal Year, or portion thereof, during the Term), and thereafter, from
      time to time during the Term, Landlord shall estimate in good faith the
      amount of Operating Expenses payable by Tenant for the remainder of the
      Fiscal Year in which the Commencement Date occurs (for the first Fiscal
      Year, or portion thereof, during the Term) and for each Fiscal Year
      thereafter, during the Term. On the Commencement Date, and on the first
      day of each succeeding calendar month thereafter during the Term, Tenant
      shall pay to the order of Landlord, an amount equal to: (a) the
      currently-estimated Operating Expenses payable by Tenant for the remainder
      of the Fiscal Year in question, (b) divided by the number of whole
      calendar months remaining until December 1st
      of such Fiscal Year, so that, by December 1st
      of each Fiscal year during the Term (including the Fiscal Year in which
      the Term expires or is otherwise terminated), Tenant shall have paid all
      of the Operating Expenses for such Fiscal Year, as estimated by Landlord.
      Within ninety (90) days after the conclusion of each Fiscal Year during
      the Term (including the Fiscal Year in which the Term expires or is
      terminated), Landlord shall deliver to Tenant a statement of actual
      Operating Expenses payable by Tenant for the Fiscal Year (or, with respect
      to termination or expiration, the portion of the Fiscal Year) just ended.
      Within thirty (30) days thereafter, Tenant shall pay to Landlord any
      underpayment in Operating Expenses or Landlord shall credit against the
      next installment of Base Rent and Operating Expenses payable by Tenant (or
      Landlord shall refund to Tenant, if the Term has expired and all payments
      due by Tenant to Landlord have been paid in full) any overpayment in
      Operating Expenses payable by Tenant for such Fiscal
      Year.  Within ninety (90) days after receipt of such statement,
      Tenant at Tenant’s expense and after giving thirty (30) days prior written
      notice to Landlord, shall have the right to review and/or audit Landlord’s
      books and records relating to Operating Expenses for the immediately
      preceding Fiscal Year in order to verify Landlord’s annual statement of
      actual Operating Expenses payable pursuant to this Lease. If any review or
      audit prepared by or for Tenant reveals an overcharge by Landlord, Tenant
      shall notify Landlord thereof and shall furnish Landlord with
      documentation supporting any overcharge and, if Landlord does not dispute
      the conclusion in such review or audit, Landlord shall promptly reimburse
      Tenant for such overcharge.  Notwithstanding the preceding
      sentence, however, if Landlord disagrees with Tenant’s position, then
      either Party may submit the dispute to arbitration in accordance with the
      rules of the American Arbitration Association relating to expedited
      arbitration. The determination arising out of such arbitration shall be
      final, binding, and conclusive on the Parties with respect to Operating
      Expenses for the Fiscal Year in question. Landlord agrees to pay Tenant’s
      reasonable review or audit costs if Tenant’s review or audit, whether
      accepted by Landlord or verified by arbitration, reflects an overcharge by
      Landlord of more than five percent (5%) with respect to any Fiscal Year.
      If Tenant fails to request an audit of Operating Expenses for any Fiscal
      Year within the ninety (90) day period provided, then Tenant shall be
      deemed to have irrevocably waived the right to audit the Operating
      Expenses for such Fiscal
Year.

            


    
  

    
      
         


      

      
        3

        
          

        

      

      
         


      

    

    
    

    
      	
               
      

            	
              5.4

            	
              Parking. At all
      times during the Term, Tenant shall be entitled to use all parking spaces
      in the Parking Area in accordance with the following terms and
      conditions:

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      Complex will include a total of eighty (80) parking spaces, plus two (2)
      loading spaces (the “Spaces”), which
      number of Spaces at least complies with the minimum parking requirements
      of the City of Dallas, Texas. Tenant may restrict entry to a portion of
      the Spaces, to be designated by Tenant (the “Exclusive Spaces”), through
      the use of limited access gates, or by other means.  Such
      restriction on access may be included as a part of the initial
      Improvements.  If Tenant restricts entry to the Exclusive Spaces
      after the construction of the Improvements, then Tenant shall pay the cost
      of directing the means by which such access is
      limited.  Further, Tenant shall be responsible for the cost of
      maintenance of the means by which such limited access is achieved. Except
      for the Exclusive Spaces, Tenant’s physicians, employees, patients,
      invitees, and guests may be required to park in designated parking areas
      on a non-discriminatory, unreserved basis. The Parking Area will be
      depicted and provided for in the Construction Documents. Landlord shall
      not make any modification to the Parking Area without the express prior
      written consent of Tenant, which consent may be withheld in Tenant’s sole
      discretion.

            


    
  

    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (b)

            	
              Throughout
      the Term of this Lease, Tenant shall pay no parking charges for Tenant’s
      use of the Spaces, including without limitation the Exclusive
      Spaces.   Tenant may establish fees for parking in various
      portions of the Parking Area; provided that, Tenant shall be solely
      responsible for implementing and managing any arrangement for limiting
      access to any portion of the Parking Area and the collection of any
      fees.

            


    

     

    
      	
               
      

            	
              5.5

            	
              Payment of
      Rent.  Tenant promises and agrees to pay to the order of
      Landlord all Rent, including, without limitation, Base Rent and Additional
      Rent, as provided herein. Except as otherwise expressly provided in this
      Lease, all Rent is due and payable in advance monthly installments on the
      first day of each calendar month during the Term. Rent shall be paid to
      Landlord at its address recited in Section 26.6 or to such other person or
      at such other address as Landlord may from time to time designate in
      writing. Rent shall be paid without notice, demand, abatement, deduction,
      or offset in legal tender of the United States of America. If the Term
      commences or ends on a day other than the first or the last day of a
      calendar month, the Rent for the partial month shall be prorated on the
      basis of the number of days during the month for which the Term was in
      effect. If the Term commences or ends on a day other than the first or the
      last day of a Fiscal Year, the Additional Rent for the partial Fiscal Year
      shall be prorated on the basis of the number of days during the Fiscal
      Year for which the Term was in
effect.

            


    

     

    
      	
               
      

            	
              5.6

            	
              Delinquent Payments
      and Handling Charge.  In the event any installment of
      Rent is not paid when due, a late charge in the amount of three percent
      (3%) of the delinquent sum shall be due and payable.  Further,
      all Rent and other payments required of Tenant hereunder shall bear
      interest from fifteen (15) days after the date due therefor until the date
      paid at the rate of interest specified in Section
  26.12.

            


    

     

    
      	
               
      

            	
              5.7

            	
              Guaranty.  Contemporaneously
      herewith, the Tenant Principals are executing and delivering the lease
      Guaranty in the form of Exhibit F
      attached hereto and made a part hereof for all
  purposes.

            


    

     

    
      	
              6.

            	
              Construction of
      Improvements.

            


    

     

    
      	
               
      

            	
              6.1

            	
              General.
      Subject to events of Force Majeure, Landlord shall cause the Complex to be
      constructed in accordance with the terms of the Work
      Letter.  Performance of the Building Work constitutes Landlord’s
      sole construction obligation to Tenant under this Lease.  All
      Building Work shall be performed in a good and workmanlike manner and at
      the time of completion thereof shall substantially comply with all then
      currently applicable Legal Requirements (including the ADA) to the extent
      required to avoid any fines or penalties with respect
    thereto.

            


    
  

    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              6.2

            	
              Access by Tenant Prior
      to Commencement of Term. Landlord shall permit Tenant and its
      employees, agents, contractors, and suppliers to enter the Leased Premises
      prior to the Commencement Date (and such entry, alone, shall not
      constitute Tenant’s taking possession of the Leased Premises for the
      purpose of Section 6.3) to prepare the Leased Premises for Tenant’s
      occupancy, which preparation may include, inter alia, the
      installation of medical equipment by contractors, provided that, the
      Building Work has progressed to a point where any such entry and work by
      Tenant will not interfere with the continued performance of the Building
      Work by the Contractor. Tenant and each other Person which enters the
      Leased Premises before the Commencement Date shall conduct itself so as to
      not unreasonably interfere with Landlord, any contractor, or any other
      occupant of the Building. Any such prior entry is subject to all of the
      provisions of this Lease (other than the obligation to pay Rent) and at
      Tenant’s sole risk, cost, and expense. Tenant acknowledges and agrees that
      Tenant and Tenant’s employees, agents, contractors, and suppliers are
      required to comply with Landlord's reasonable requirements with regard to
      access to the Leased Premises prior to the Commencement Date. Landlord
      shall not be liable in any way for personal injury, death, or property
      damage (including damage to any personal property which Tenant may bring
      into, or any work which Tenant may perform in, the Leased Premises) which
      any Tenant Related Party may suffer or incur as a result of any such prior
      entry, unless resulting from Landlord's gross negligence or willful
      misconduct.  Tenant agrees to defend, indemnify and hold
      harmless Landlord and any Landlord Related Party from any damages, claims
      or causes of action, together with any expenses incurred in connection
      therewith, arising out of any such entry into the Leased Premises by
      Tenant or any Tenant Related Party prior to the Commencement
      Date.

            


    

     

    
      	
               
      

            	
              6.3

            	
              Commencement Date;
      Adjustments to Commencement
Date.

            


    

     

    For
purposes of this Lease, the “Commencement Date”
means the earliest of (i) the date on which the Improvements have been
substantially completed, Landlord has received the COO and the TDH Document and
Landlord tenders possession of the Leased Premises to Tenant or (ii) the date on
which Tenant takes possession of the Leased Premises.  Landlord shall
use its best efforts to give Tenant approximately ninety (90) days’ prior
written notice of the date on which Landlord expects the Commencement Date will
occur under the foregoing clause (i), which notice shall include Landlord’s
expected schedule for the Contractor’s substantial completion of the Landlord’s
Work and Landlord’s receipt of the COO and the TDH Document.

     

    
      	
              7.

            	
              Services to the Leased
      Premises.

            


    

     

    
      	
               
      

            	
              7.1

            	
              General.
      Landlord is not obligated to or responsible for providing any services to
      the Leased Premises.  Tenant shall be solely responsible for
      providing or arranging for any and all services to the Leased
      Premises.  The services which Tenant is obligated to provide or
      arrange for include but are not limited to the
  following:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Electrical
      power and natural gas;

            


    

     

    
      	
               
      

            	
              (b)

            	
              Periodic
      exterior window washing in and about the Building and the Leased Premises
      with such frequency as Tenant may determine is
  appropriate;

            


    
  

    
      
         


      

      
        6

        
          

        

      

      
         


      

    

    
    

    
      	
               
      

            	
              (c)

            	
              Replacement
      of fluorescent lamps and/or incandescent bulbs in all parts of the
      Building and/or Complex;

            


    

     

    
      	
               
      

            	
              (d)

            	
              Maintenance
      and electrical lighting service outside of the
  Building;

            


    

     

    
      	
               
      

            	
              (e)

            	
              Landscaping
      and Parking Area lighting, maintenance, repair, and/or
      replacement.

            


    

     

    
      	
               
      

            	
              (f)

            	
              janitorial
      services for the Leased Premises and to provide separate, dedicated
      receptacles for Bio-Hazardous Medical Waste, all at Tenant’s sole cost,
      expense, and liability; and Tenant shall take such steps as are necessary
      or required by all Legal Requirements to assure that Bio-Hazardous Medical
      Waste is not mixed or commingled with non-Bio-Hazardous Medical
      Waste;

            


    

     

    
      	
               
      

            	
              (g)

            	
              to
      obtain, maintain, test, service, and have permits for any generator or
      other device or facility providing emergency electrical power to the
      Leased Premises, all in accordance with all Legal Requirements;
      and

            


    

     

    
      	
               
      

            	
              (h)

            	
              to
      provide security for the Leased Premises and for all Persons while they
      are using or visiting the Leased Premises as may be necessary or
      appropriate and as may be required by all Legal
    Requirements.

            


    

     

    Tenant’s
arrangement for the foregoing services, any contractors to provide such
services, the location of any facilities within the Premises to provide such
services and other details with regard to such services must be approved by
Landlord, such approval not to be unreasonably withheld or delayed.

     

    
      	
               
      

            	
              7.2

            	
              Keys. Landlord
      shall furnish Tenant at Landlord’s expense with up to thirty (30) keys,
      and at Tenant’s expense with such additional keys as Tenant may request,
      to unlock each door entering the Leased Premises. Tenant shall not
      install, or permit to be installed, any additional lock on any door into
      or inside the Leased Premises or make, or permit to be made, any
      duplicates of keys to the Leased Premises. Landlord shall be entitled at
      all times to possession of a duplicate of all keys to all doors into or
      inside of the Leased Premises. All keys referred to in this Section 7.3
      remain the property of Landlord. Upon the expiration or termination of the
      Term, Tenant shall surrender all such keys to Landlord and shall deliver
      to Landlord the combination to all locks on all safes, cabinets, and
      vaults which will remain in the Leased Premises. The term “keys” as used
      herein includes other locking or access devices such as access
      cards.  Landlord hereby acknowledges and agrees that Tenant and
      its operations are subject to the provisions of the Health Insurance
      Portability and Accountability Act of 1996, and its corresponding
      regulations, all as amended (collectively referred to herein as “HIPAA”), and
      other federal and state confidentiality statutes, and their corresponding
      regulations, all as amended, concerning the privacy of medical and
      business records (collectively referred to herein as the “Other Privacy
      Laws”).  HIPAA and the Other Privacy Laws are hereinafter
      collectively referred to as the “Privacy Laws”.
      Notwithstanding any other provision of this Lease, Landlord specifically
      agrees (a) to allow Tenant to install locks on the space(s) in the Leased
      Premises designated on the Construction Documents as the “secure” area(s),
      to the extent required in order to comply with the Privacy Laws and the
      Legal Requirements applicable to controlled substances; and (b) to only
      access the “secure” area(s) which are subject to Legal Requirements
      applicable to controlled substances or which contain records that are
      subject to the Privacy Laws if necessary for Landlord to fulfill its
      obligations under this Lease, and then only when accompanied by a
      representative of Tenant (except in an emergency). Tenant shall notify
      Landlord of any such “secure” areas. If Landlord enters the Leased
      Premises and accesses any “secure” area which contains records that are
      subject to the Privacy Laws, or if Landlord otherwise becomes privy to any
      records that are subject to the Privacy Laws, Landlord shall take steps
      reasonably necessary to preserve the confidential nature of such
      records.

            


    
  

    
      
         


      

      
        7

        
          

        

      

      
         


      

    

    
    

    
      	
               
      

            	
              7.4

            	
              Signage.
      Landlord agrees to consult with Tenant with respect to the design and
      location of Tenant’s signage. Any Tenant signage included in the
      Construction Documents is deemed approved by Landlord. As part of the
      Building Work, Landlord shall erect a monument for exterior signage in the
      location shown on the Construction Documents. Such monument shall be
      designed to include the name of Tenant’s business at the Leased Premises.
      All exterior signage (a) must comply with all Legal Requirements and (b)
      shall be fabricated, erected, and maintained at the sole cost and expense
      of Tenant (including, without limitation, all required permits therefor
      and all electricity used to illuminate any such signage). All interior
      signage of or relating to the Leased Premises shall be installed and
      maintained by Tenant at Tenant’s sole
expense

            


    

     

    
      	
               
      

            	
              7.5

            	
              Operating
      Hours. Subject to all Legal Requirements, the Leased Premises
      (together with access thereto) shall be open twenty-four hours a day,
      seven days a week.

            


    

     

    
      	
               
      

            	
              7.6

            	
              Landlord
      Restrictions.  Landlord agrees the Building shall be
      non-smoking.

            


    

     

    
      	
              8.

            	
              Repair and
      Maintenance.

            


    

     

    
      	
               
      

            	
              8.1

            	
              By Landlord.
      Landlord shall not be obligated to undertake any maintenance or repairs
      whatsoever, except for (a) damage resulting from a Taking (as to which
      Section 14 applies) or (b) damage resulting from a casualty (as to which
      Section 15.1 applies).

            


    
  

    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              8.2

            	
              By Tenant. At
      Tenant’s sole cost and expense, Tenant hereby expressly assumes
      responsibility to maintain the Leased Premises (including without
      limitation the roof, structural portion of the Premises, exterior walls,
      Building systems, landscaped areas and the Parking Area) in a clean,
      operable, attractive condition, and will not commit or allow to remain any
      waste or damage to any portion of the Leased Premises. Additionally, at
      Tenant’s sole cost and expense, subject to Landlord’s reasonable
      direction, supervision, and requirements, Tenant shall cause the repair or
      replacement of any damage to the Leased Premises caused by any Tenant
      Related Party. All such repairs and/or replacements shall be effected (a)
      in compliance with all Legal Requirements; (b) in a manner that will not
      void or affect any contractor’s or manufacturer’s warranties; (c) in a
      good and workmanlike manner and (d) by contractors approved by Landlord.
      If Tenant becomes aware of any need for repair or replacement of damage
      with respect to the Leased Premises caused by any Tenant Related Party,
      Tenant shall immediately notify Landlord thereof. If Landlord becomes
      aware (by notice from Tenant or otherwise) of any need for repair or
      replacement of damage to the Complex caused by any Tenant Related Party,
      Landlord shall so notify Tenant in writing. In either event, Tenant shall
      cause all such repairs and/or replacements to be completed within thirty
      (30) days thereafter; provided, however, if such repairs or replacements
      cannot be completed within such thirty (30) day period, Tenant shall cause
      such repairs or replacements to be commenced within thirty (30) days after
      such notice and pursued diligently and promptly to satisfactory
      completion. In the event Tenant does not cause such repairs or
      replacements to be timely commenced and diligently pursued to completion,
      such shall be an Event of Default  as provided in Section
      22.1(b) and, without waiving or curing such Event of Default, Landlord may
      cause such repairs and/or replacement to be made at Tenant’s expense. Upon
      written demand, Tenant shall pay to Landlord all reasonable costs and
      expenses paid or incurred by Landlord in making such repairs and/or
      replacements, together with interest on such
  amounts.

            


    

     

    
      	
              9.

            	
              Impositions on
      Tenant’s Property. Tenant is liable for and shall pay, prior to
      their becoming delinquent, all Impositions levied against Tenant’s
      personal property in the Leased Premises.  Tenant shall also be
      liable for and shall pay directly to the taxing authority all Impositions
      on the Leased Premises (specifically including, without limitation, real
      estate ad valorem taxes levied against the land and
      Building).  Tenant shall be responsible for rendering the
      property for which they are responsible for Impositions under this Section
      on or before any required rendition dates under applicable Legal
      Requirements.  Tenant shall provide to Landlord evidence of
      payment of all such Impositions payable by Tenant hereunder before the
      same become delinquent (subject to Tenant’s right to contest the same as
      provided in this Section 9).  If any Impositions for which
      Tenant is liable pursuant to this Section are included in any bill,
      rendering, or statement received by Landlord, Landlord shall promptly
      furnish to Tenant the amount of such Impositions for which Tenant is
      liable, together with such supporting documentation as Landlord may have
      in Landlord’s possession. Tenant may withhold payments of any Impositions
      asserted directly on Tenant by any taxing authority for which Tenant is
      liable so long as (i) Tenant contests its obligation to pay in accordance
      with all Legal Requirements; (ii) the non-payment thereof does not pose a
      threat of loss or seizure of such improvements or personal property, the
      Building, or any interest of Landlord therein and (iii) Tenant provides
      such collateral deposit or other security to Landlord, under such terms
      and conditions, as Landlord may reasonably determine as being required to
      protect the interest of Landlord (or as determined by Landlord’s lender).
      At the sole cost and expense of Tenant, Landlord shall cooperate in
      Tenant’s institution and prosecution of any such proceedings and will
      execute such documents as may  reasonably be required therefor.
      The expense of such proceedings shall be borne by Tenant and any refunds
      or rebates secured by Tenant shall belong exclusively to
      Tenant.  Tenant shall defend, indemnify and hold harmless
      Landlord and Landlord’s lender from any loss, cost or expense arising out
      of any such contest or proceedings.  At any time during such
      proceedings, if Landlord or Landlord’s lender determine that the continued
      withholding of the payment of any Impositions imperils the ownership of
      the Building or interest therein of Landlord or Landlord’s lender, then,
      upon demand of Landlord, such Impositions shall be paid by
      Tenant.  In the event Tenant fails to pay such Impositions for
      any reason within thirty (30) days after delivery of written demand for
      such payment from Landlord, then Landlord shall have the right to make
      such payment.  In the event Landlord makes payment of any such
      Imposition, Tenant shall reimburse Landlord for the amount so paid by
      Landlord together with Interest as herein provided in Section
      25.12.

            


    
  

    
      
         


      

      
        9

        
          

        

      

      
         


      

    

    
    

    
      
        	
                10.

              	
                Transfer by
      Tenant.

              


      

      
      

    

    
      	
               
      

            	
              10.1

            	
              General.  Subject
      to Section 10.3, without the prior written consent of Landlord, which
      consent shall not be unreasonably withheld, Tenant shall not make or
      suffer any Transfer. Any attempted Transfer without Landlord’s prior,
      written consent is void and of no effect and constitutes an Event of
      Default hereunder. If Tenant desires to make a Transfer, Tenant shall
      deliver to Landlord written notice thereof not fewer than fifteen (15)
      days in advance of the date on which Tenant proposes to make the Transfer,
      together with the terms of the proposed Transfer and the identity of the
      proposed Transferee. Landlord shall have fifteen (15) days following
      Landlord’s receipt of such notice and information within which to notify
      Tenant in writing whether Landlord elects, in
      Landlord’s  reasonable discretion, (a) to refuse to consent to
      the Transfer or (b) to permit Tenant to make the proposed Transfer. If
      Landlord fails to notify Tenant of its election within said period,
      Landlord shall be deemed to have elected option
  (a).

            


    

     

    
      	
               
      

            	
              10.2

            	
              Conditions.
      Except for a Transfer pursuant to Section 10.3, the following conditions
      automatically apply to each Transfer, whether or not consented to by
      Landlord:

            


    
   

    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (a)

            	
              Tenant
      shall execute, have acknowledged, and deliver to Landlord, and cause the
      Transferee to execute, have acknowledged, and deliver to Landlord, an
      instrument in form and substance acceptable to Landlord in which (i) the
      Transferee adopts this Lease and assumes and agrees to perform all of the
      obligations of Tenant hereunder which accrue on and after the effective
      date of the Transfer, as to the portion of the Leased Premises transferred
      to it; (ii) if less than all of the Leased Premises is Transferred, any
      such Transfer shall be effected by a sublease and Tenant and the
      Transferee shall arrange between themselves, at their expense, for access
      to the portion of the Leased Premises transferred and to the portion of
      the Leased Premises not transferred, as may be required by applicable
      Legal Requirements (provided that any alterations required to effect such
      access must be approved in writing by Landlord); (iii) in the case of any
      Transfer which is effected by a sublease, the Tenant under the Lease shall
      remain obligated for the performance of all obligations of Tenant under
      this Lease and such sublease shall not create any privity of contract or
      estate between the subtenant and Landlord (and any provisions in this
      Section 10.2(a) to the contrary shall not be applicable to any such
      sublease); (iv) each Transferee shall use and occupy the transferred space
      solely for the Permitted Use and otherwise in accordance with all
      applicable Legal Requirements and the provisions of this Lease; (v) the
      Transferee under an assignment of this Lease specifically acknowledges and
      agrees that the provisions of Section 16 are applicable to the Transferee;
      (vi) the documentation of any Transfer constituting and assignment of this
      Lease must be reasonably satisfactory to Landlord and (v) Landlord
      acknowledges and agrees that upon a transfer and subject to the
      Transferee’s creditworthiness and operating history being equal to or
      greater than Tenant’s, as reasonably determined by Landlord, which shall
      be subject to Landlord’s reasonable discretion not to be unreasonably
      withheld, Tenant shall be released from all obligations of Tenant
      hereunder as of the effective date of such assignment;
  and

            


    

     

    
      	
               
      

            	
              (b)

            	
              Tenant
      shall deliver to Landlord a counterpart of all instruments relative to any
      Transfer executed by all parties to such transaction (Tenant will not be
      required to deliver copies of underlying merger, acquisition, purchase, or
      similar documents so long as Landlord  receives documents making
      the Transfer and the subsequent legal structure of the
      Transferee).

            


    

     

    
      	
               
      

            	
              10.3

            	
              Certain
      Transfers.  Landlord agrees not to unreasonably withhold
      or delay its consent to any proposed Transfer of this Lease to any
      Affiliate of Tenant or to any Person with which or into which Tenant is
      merged or which acquires all or substantially all of Tenant’s assets or
      business in Dallas, Texas.

            


    

     

    
      	
               
      

            	
              10.4

            	
              Liens. Tenant
      shall not grant, place or suffer, or permit to be granted, placed or
      suffered, against the Complex or any portion thereof or interest therein
      (including, without limitation, Tenant’s leasehold interest in the Complex
      pursuant to this Lease), any lien, security interest, pledge, conditional
      sale contract, claim, charge, or encumbrance (whether constitutional,
      contractual, or otherwise); and if any of the aforesaid does arise or is
      asserted, Tenant will promptly and at Tenant’s sole cost and expense,
      cause same to be released and discharged of
  record.

            


    

     

    
      	
              11.

            	
              Alterations.

            


    

       

    
      	
               
      

            	
              (a)

            	
              With
      the exception of fixtures and equipment necessary or appropriate for the
      Permitted Use (“Trade
      Fixtures”), which are installed with the approval of Landlord,
      Tenant will not make, or permit to be made, any alteration, improvement,
      or addition to, or install, or permit to be installed, any fixture or
      equipment in, the Leased Premises, the exterior of the Building or the
      Parking Area without the prior written consent of Landlord, which consent
      shall not be unreasonably withheld, conditioned, or delayed. Tenant may
      remove Tenant’s Trade Fixtures, hospital supplies, movable hospital
      furniture, and equipment, provided such removal is made at or prior to the
      expiration of the Term and Tenant promptly causes all damage to the Leased
      Premises caused by such removal to be repaired  (other than
      damage to interior floor coverings, ceiling tiles, or drywall
      installations within the Building). Without the prior written consent of
      Landlord but upon not fewer than five (5) days’ prior written notice to
      Landlord, Tenant may remove Trade Fixtures installed in accordance with
      this Section prior to the expiration of the Term. Tenant shall use only
      Approved Contractors for any installation or removal of Trade Fixtures and
      other personal property.

            


    

    
    

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

       

    
      	
               
      

            	
              (b)

            	
              All
      work undertaken in connection with any improvements or alterations with
      respect to the Leased Premises shall be done in a good and workmanlike
      manner and in compliance with all applicable Legal Requirements; and shall
      be completed free of all mechanics or materialmen’s liens. No improvement
      or alteration with respect to the Leased Premises shall be undertaken
      until Tenant shall have procured and paid for all required municipal and
      other governmental permits and authorizations of the various municipal
      departments and governmental subdivisions having
    jurisdiction.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Subject
      to Landlord’s prior written approval, at Tenant’s expense, Tenant shall
      cause such additions, alterations, and improvements to be made with
      respect to the Leased Premises as may be required by applicable city
      ordinances and state and Federal statutes containing requirements related
      to disabled persons, including, without limitation, the American with
      Disabilities Act of 1990(42 U.S.C. § 794) and the Texas Architectural
      Barrier Statute (Tex. Rev. Civ. Stat. Ann. Art. 601(b) § 7.01 et seq.)
      (collectively, the “ADA”).

            


    

     

    
      	
               
      

            	
              (d)

            	
              All
      work described in this Section 11 shall be preformed only by Landlord or
      by contractors or subcontractors approved in writing by
      Landlord.  Tenant shall cause all contractors and subcontractors
      to procure and maintain insurance coverage against such risks, in such
      amounts, and with such companies as Landlord may reasonably require, and
      to procure payment and performance bonds reasonably satisfactory to
      Landlord covering the cost of the work.  All such work shall be
      performed in accordance with all requirements and in a good and
      workmanlike manner so as not to damage the Leased Premises, the primary
      structure or structural qualities of the Building, or plumbing, electrical
      lines, or other utility transmission facility.  All such work
      which may affect the HVAC, electrical system, or plumbing must be approved
      by, and shall be subject to inspection by, the Building’s engineer of
      record.

            


    

     

    
      	
               
      

            	
              (e)

            	
              Tenant
      shall not permit any mechanic’s liens to be filed against the Leasee
      Premises or the Complex (or any part thereof) for any work performed,
      materials furnished or obligation incurred by or at the request of
      Tenant.  If such a lien is filed, then Tenant shall, within ten
      (10) days after Landlord has delivered notice of the filing to Tenant,
      either pay the amount of the lien or diligently contest such lien and
      deliver to Landlord a bond or other security reasonably satisfactory to
      Landlord.  If Tenant fails to timely take either such action,
      then Landlord may pay the lien claim without inquiry as to the validity
      thereof, and any amounts so paid, including expenses and interest shall be
      paid by Tenant to Landlord within ten (10) days after Landlord has
      delivered to Tenant an invoice
therefore.

            


    
   

    
      
         


      

      
        12

        
          

        

      

      
         


      

    

        

    
      	
               
      

            	
              (f)

            	
              Upon
      the expiration or earlier termination of this Lease, Tenant shall, at
      Landlord’s option, remove all additions, improvements and/or alterations
      constructed or installed by Tenant during the term of this
      Lease.  Such removal shall be at Tenant’s expense, with all
      damage to the Complex caused by such removal repaired at Tenant’s
      expense.

            


    

     

    
      	
              12.

            	
              Specifically
      Prohibited Uses. Notwithstanding any other provisions of this
      Lease, Tenant will not (a) use, occupy or permit the use or occupancy of
      the Leased Premises for any purpose or in any manner which is or may be,
      directly or indirectly, violate of any Legal Requirement, or a public
      nuisance; (b) keep, or permit to be kept, any substance in or conduct, or
      permit to be conducted, any activity which emits offensive odors or
      conditions into other portions of the Complex, or makes undue noise or
      creates undue vibrations; (c) commit or permit to remain any waste to the
      Complex; or (d) except for the Permitted Use, commit any action or
      circumstance in or about the Complex, or use the Leased Premises in a
      manner which, directly or indirectly, causes any Insurer to cancel or to
      increase the premium or any deductible or co-insurance amount on any
      insurance policy maintained by Landlord covering any portion of the
      Complex or its contents. Except for the Permitted Use, if any increase in
      premiums on any insurance policy results from any act of Tenant, then
      Tenant shall pay such increase promptly upon demand therefor by
      Landlord.

            


    

     

    
      	
              13.

            	
              Access by
      Landlord.  Subject to the provisions of Section 7.3
      relating to the Privacy Laws and such other reasonable limitations as
      Tenant may impose, Landlord, any Landlord’s Mortgagee, and any of their
      respective employees, contractors, agents, and representatives, shall have
      the right (and Landlord, for itself and all such Persons, hereby reserves
      the right) to enter the Leased Premises at all hours upon reasonable prior
      notice (except no such notice shall be required in any emergency) (a) to
      inspect, clean, maintain, repair, replace, or alter the Leased Premises or
      the Building and (b) to show the Leased Premises to prospective purchasers
      or lenders (and, during the last twelve [12] months of the Term, to
      prospective tenants). In an emergency, Landlord (and such Persons) may use
      any reasonable means under the circumstances to open any door into or in
      the Leased Premises without any liability therefor. Entry into the Leased
      Premises by Landlord or any other Person identified in the first sentence
      of this Section 13 for any purpose permitted herein shall not (x) entitle
      Tenant to any abatement or reduction in Rent, or (y) constitute a trespass
      or an eviction (constructive or otherwise), or, constitute grounds for any
      claim (and Tenant hereby waives any claim) for damages for any injury to
      or interference with Tenant’s business, for loss of occupancy or quiet
      enjoyment, or for consequential damages, unless directly caused by the
      gross negligence or intentionally wrongful conduct of any Landlord Related
      Party.

            


    
    

    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    
      	
              14.

            	
              Condemnation.  If
      (a) all of the Complex is Taken, or (b) so much of the Complex is Taken
      that, in Tenant’s reasonable opinion, the remainder cannot be restored to
      an economically viable, first-class rehabilitation hospital or such Taking
      would interfere with Tenant’s operations of its hospital, or (c) the
      awards received by Landlord as a result of any Taking with respect to the
      Complex are, in Landlord’s reasonable opinion, inadequate to restore the
      remainder to an economically viable, first-class rehabilitation hospital,
      Landlord or Tenant may, at its election, exercisable by the giving of
      written notice within ninety (90) days after the date of the Taking,
      terminate this Lease as of the date of the Taking or the date Tenant is
      deprived of possession of the Leased Premises (whichever is
      earlier).  If this Lease is not terminated as a result of a
      Taking, subject to Landlord’s timely receipt of all such permits,
      authorizations, consents, and approvals (governmental, Landlord’s
      Mortgagee[s], or otherwise) as are required for the restoration of the
      Complex, Landlord shall restore the Complex remaining after the Taking to,
      as nearly as practicable, its original condition in accordance with the
      Construction Documents, within twelve (12) months after such Taking.
      Beginning with the Taking and thereafter during the period of restoration,
      Base Rent shall be proportionately abated to the extent any portion of the
      Leased Premises are rendered untenantable and, after the period of
      restoration, Base Rent shall be permanently modified in the proportion
      that the area, if any, of the Leased Premises Taken or otherwise rendered
      untenantable bears to the area of the Leased Premises just prior to the
      Taking, provided that no such claim on the part of Tenant will have the
      effect of reducing the amount of any claim which could otherwise be made
      by Landlord (it being expressly agreed that any claim which Tenant might
      otherwise make which would reduce the award to which Landlord would
      otherwise be entitled is expressly hereby waived and relinquished by
      Tenant in favor of Landlord.  Except as provided in the next
      sentence, all awards, proceeds, compensation, and other payments from or
      with respect to any Taking of the Complex or any portion thereof shall
      belong to Landlord. Tenant shall have the right to assert its
      own  claim for, and to recover from the condemning authority,
      but not from Landlord, Tenant’s damages and costs on account of any
      Taking.

            


    

     

    
      	
              15.

            	
              Casualty.

            


    

     

    
      	
               
      

            	
              15.1

            	
              General. Tenant
      shall give prompt written notice to Landlord of any casualty to the Leased
      Premises of which Tenant is aware and Landlord shall give Tenant prompt
      written notice of any casualty to the Leased Premises of which Landlord is
      aware. If (a) the Leased Premises are partially or totally destroyed but
      in Landlord’s reasonable opinion, they cannot be restored to an
      economically viable, first-class rehabilitation hospital, or (b) the
      insurance proceeds received by Landlord as a result of any casualty
      affecting the Leased Premises are, in Landlord’s reasonable opinion,
      inadequate to restore the portion of the Leased Premises remaining to an
      economically viable and first-class rehabilitation hospital, then, at
      Tenant’s or Landlord’s election exercisable by the giving of written
      notice within sixty (60) days after the casualty, Landlord or Tenant may
      terminate this Lease as of the date of the casualty or the date Tenant is
      deprived of possession of the Leased Premises (whichever is later). If
      this Lease is not terminated as a result of a casualty, subject to
      Landlord’s timely receipt of all such permits, authorizations, consents,
      and approvals (governmental, Landlord’s Mortgagee[s], Tenant, or
      otherwise) as are required for the restoration of the Leased Premises,
      Landlord shall restore the Leased Premises to, as nearly as practicable,
      the original condition thereof in accordance with the Construction
      Documents. Beginning with such casualty and thereafter during the period
      of restoration, Base Rent shall be proportionately abated to the extent
      any portion of the Leased Premises are rendered untenantable and, after
      the period of restoration, Base Rent shall be permanently modified in the
      proportion that the area, if any, of the Leased Premises remaining
      untenantable after the restoration bears to the area of the Leased
      Premises just prior to the
casualty.

            


    
    

    
      
         


      

      
        14

        
          

        

      

      
         


      

    
  

    
      	
              16.

            	
              Subordination and
      Attornment.

            


    

     

    
      	
               
      

            	
              16.1

            	
              General.
      Subject to the provisions of Section 16.3, this Lease, Tenant’s leasehold
      estate created hereby, and all of Tenant’s rights, titles, and interests
      hereunder and in and to the Complex are subject and subordinate to any
      Mortgage of any Landlord’s Mortgagee presently existing or hereafter
      placed upon all or any portion of the Complex. However, Landlord reserves
      the right, and Tenant hereby agrees with Landlord that Landlord and any
      Landlord’s Mortgagee shall each have the right, exercisable by any of them
      at any time upon the giving of written notice to Tenant and without any
      compensation or consideration being payable to Tenant, to make this Lease,
      and Tenant’s leasehold estate and rights, titles, and interests, superior
      to any such Mortgage. Subject to the provisions of Section 16.3, upon the
      written request by Landlord or by any Landlord’s Mortgagee to Tenant, and
      without any compensation or consideration being payable to Tenant, Tenant
      shall execute, have acknowledged, and deliver a recordable document (in a
      form customarily required by such Landlord’s Mortgagee) confirming that
      this Lease, Tenant’s leasehold estate in the Leased Premises, and all of
      Tenant’s rights, titles, and interests hereunder are subject and
      subordinate (or, at the election of Landlord or any Landlord’s Mortgagee,
      superior) to the Mortgage benefiting such Landlord’s Mortgagee, and
      containing such other provisions as any Landlord’s Mortgagee may
      reasonably request.

            


    

     

    
      	
               
      

            	
              16.2

            	
              Attornment.
      Upon the written request of any Person succeeding to the interest of
      Landlord under this Lease, provided such successor recognizes in writing
      the existence of this Lease and Tenant’s rights hereunder, Tenant shall
      automatically become the tenant of and attorn to such successor in
      interest without any change in any of the provisions of this Lease. No
      successor in interest shall be (a) bound by any payment of Rent for more
      than one (1) month in advance, except payments of security for the
      performance by Tenant of Tenant’s obligations under this Lease; (b)
      subject to any offset, defense, or damages arising out of any default by,
      or any unfulfilled  obligations of, any preceding Landlord; or
      (c) bound by any amendment of this Lease entered into after Tenant has
      been given written notice of the name and address of a Landlord’s
      Mortgagee and without the written consent of such Landlord’s Mortgagee or
      such successor in interest, subject to the nondisturbance provisions of
      Section 16.3. The subordination, attornment, and Mortgage protection
      provisions of this Section 16 are self operative and no further
      instruments of subordination, attornment, or Mortgage protection need be
      required by any Landlord’s Mortgagee or successor in interest thereto.
      Nevertheless, upon any written request therefor, and without any
      compensation or consideration being payable to Tenant, Tenant agrees to
      execute, have acknowledged, and deliver such documents (in such form as is
      customarily required by such Landlord’s Mortgagee or successor in interest
      thereto) as may reasonably be requested from time to time to confirm the
      same.

            


    

     

    
      
         


      

      
        15

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              16.3

            	
              Non
      Disturbance.  Any Landlord’s Mortgagee (and any other
      Person succeeding to Landlord’s interest in the Leased Premises) whose
      lien is to be superior to the rights of Tenant under this Lease shall
      agree that if, by dispossession, foreclosure, or otherwise, a Landlord’s
      Mortgagee, or such successor in interest, comes into possession of the
      Complex or any portion thereof or interest therein or the Leased Premises,
      or takes over the rights of Landlord in the Complex or any portion thereof
      or interest therein or the Leased Premises, such Person will not disturb
      the possession, use, or enjoyment of the Leased Premises by Tenant, nor
      disaffirm this Lease or Tenant’s rights or estate hereunder, so long as no
      uncured Event of Default exists and the obligations of Tenant are fully
      performed in accordance with the terms of this Lease. As a condition to
      Tenant’s execution and delivery of any document required to be executed by
      Tenant pursuant to Sections 16.1 and 16.2, each Landlord’s Mortgagee or
      other Person succeeding to Landlord’s interest in the Leased Premises
      requesting any such document from Tenant shall simultaneously execute and
      deliver a recordable document (in such form as is customarily executed and
      delivered by such Landlord’s Mortgagee or other Person succeeding to
      Landlord’s interest in the Leased Premises) confirming such
      non-disturbance obligations any time Tenant is required to execute and
      deliver the documents described in Sections 16.1 and/or
    16.2.

            


    

     

    
      	
              17.

            	
              Insurance.

            


    

     

    
      	
               
      

            	
              17.1

            	
              General. Tenant
      shall obtain and maintain throughout the Term (and not fewer than ten [10]
      Business Days prior to any entry upon the Leased Premises by any Tenant
      Related Party which occurs prior to the Commencement Date) the following
      policies of insurance:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Causes
      of Loss – Special form insurance covering all property of every kind and
      description owned by Tenant or for which Tenant is legally liable, or
      installed by or on behalf of Tenant at the Leased Premises (other than the
      Building Work up to the amount of Landlord’s Costs), in an amount not less
      than the full replacement cost thereof, from time to time, with a
      deductible not exceeding one percent (1%) of the full replacement cost
      thereof;

            


    

     

    
      	
               
      

            	
              (b)

            	
              commercial
      general liability insurance, including fire legal liability and
      contractual liability coverage, against claims for personal injury, death,
      and property damages occurring in or about the Leased Premises, with a
      combined single limit of not less than (i)  $1,000,000 for
      personal injury, bodily injury, and property damage with respect to any
      one occurrence; (ii) $2,000,000 annual aggregate; and (iii) $1,000,000 in
      respect of any instance of property damage (which insurance shall be
      written on an occurrence basis);
and

            


    

     

    
      
         


      

      
        16

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (c)

            	
              worker’s
      compensation insurance as required by law, as well as employers liability
      insurance in the amount of $1,000,000.00 per
  accident.

            


    

     

    Not fewer
than ten (10) Business Days prior to any entry upon the Complex by any Tenant
Related Party (pursuant to Section 6.2 or otherwise), Tenant shall obtain and
deliver to Landlord the insurance policies described in (a), (b) and (c),
above.  Additionally, prior to the Commencement Date, Tenant shall
deliver to Landlord certificates of all insurance required by this Section 17.1
and shall, at all times during the Term, deliver to Landlord upon written
request evidence of said insurance policies. The policy described in clause (b)
shall name Landlord and each Landlord’s Mortgagee of which Tenant has notice as
an additional insured. All insurance policies required pursuant to this Section
17.1 shall provide that they will not be cancelled or reduced in value (except a
reduction in policy aggregate due to incurred claims), without thirty (30) days’
prior written notice to Landlord, and are primary coverage, so that any
insurance coverage obtained by Landlord shall be in excess
thereto.  Tenant shall deliver to Landlord certificates of renewal not
fewer than fifteen (15) days prior to the expiration date of each such policy
and evidence of renewal or replacement insurance prior to terminating any such
policies. Tenant shall cause its insurance company to name, as additional
insureds on the commercial general liability policy, Landlord, each Landlord’s
Mortgagee, Landlord's property management company, and such other Affiliates and
agents of Landlord as Landlord may from time to time designate.

     

    
      	
               
      

            	
              17.2

            	
              Landlord’s
      Insurance. Landlord shall obtain and maintain throughout the Term
      the following policies of
insurance:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Causes
      of Loss – Special form insurance covering the Complex (including but not
      limited to the Building), but excluding any property insured by Tenant
      under Section 17.1(a), in an amount not less than the full replacement
      cost thereof and with a deductible not exceeding one percent (1%) of the
      full replacement cost thereof; and

            


    

     

    
      	
               
      

            	
              (b)

            	
              commercial
      general  liability insurance against claims for personal injury,
      death, and property damage occurring in or about the Complex, such
      insurance to afford protection to the limits of (i) not less than
      $1,000,000 in respect to injury to or death of any number of persons
      arising out of any one occurrence; (ii) $2,000,000 annual aggregate
      coverage; and (iii) $1,000,000 in respect to any instance of property
      damage.

            


    

     

    Prior to
the Commencement Date, Landlord shall deliver to Tenant certificates of such
insurance and during the Term, Landlord shall deliver to Tenant evidence of said
insurance policies.  The policies described shall provide that they
will not be cancelled or reduced in value (except a reduction in policy
aggregate due to incurred claims), without thirty (30) days' prior written
notice to Tenant.

     

    
      
         


      

      
        17

        
          

        

      

      
         


      

    

     

    Additionally,
during performance of the Building Work and the Landlord’s Work, Landlord shall
require Landlord’s contractors performing such work to obtain (or Landlord shall
obtain) policies of builder’s risk insurance covering the insurable value of
such work, and Landlord shall furnish evidence of such insurance to Tenant upon
Tenant’s written request therefor.

     

    
      	
               
      

            	
              17.3

            	
              Waiver of
      Subrogation. On behalf of themselves and their respective Insurers,
      Landlord and Tenant hereby waive all claims, rights of recovery, and
      causes of action that either Party or any Person claiming by, through, or
      under such Party may now or hereafter have by subrogation or otherwise
      against the other Party or against any of the other Party’s officers,
      directors, managers, members, partners, or employees for any loss or
      damage that may occur to the Complex, the Leased Premises, Tenant’s
      leasehold improvements, or any of the contents of any of the forgoing by
      reason of fire or other casualty, or by reason of any other cause except
      gross negligence or willful misconduct (thus including simple negligence
      of the Parties hereto or their officers, directors, shareholders, or
      partners), that could have been insured against under the terms of (a) in
      the case of Landlord, the “special” form property insurance policy
      required pursuant to Section 17.2(a) and (b) in the case of Tenant, the
      “special” form property insurance policy required pursuant to Section
      17.1(a); provided, however, that the waiver set forth in this Section 17.3
      shall be ineffective against any Insurer of Landlord or Tenant to the
      extent that the waiver is prohibited by the laws or insurance regulations
      of the State of Texas or would invalidate any insurance coverage of
      Landlord or Tenant. Landlord and Tenant hereby agree to cause (if
      available) an endorsement to be issued to their respective insurance
      policies recognizing this waiver of
subrogation.

            


    

     

    
      	
               
      

            	
              17.4

            	
              Indemnity.
      TENANT SHALL DEFEND,
      INDEMNIFY, AND HOLD HARMLESS LANDLORD AND ITS AGENTS FROM AND AGAINST ALL
      CLAIMS, DEMANDS, LIABILITIES, CAUSES OF ACTION, SUITS, JUDGMENTS, AND
      EXPENSES (INCLUDING ATTORNEYS’ FEES) FOR ANY LOSS ARISING FROM ANY
      OCCURRENCE ON THE LEASED PREMISES OR FROM TENANT’S FAILURE TO PERFORM ITS
      OBLIGATIONS UNDER THIS LEASE (OTHER THAN A LOSS ARISING FROM THE SOLE OR
      GROSS NEGLIGENCE OF LANDLORD OR ITS AGENTS), EVEN THOUGH CAUSED OR ALLEGED
      TO BE CAUSED BY THE JOINT, COMPARATIVE, OR CONCURRENT NEGLIGENCE OR FAULT
      OF LANDLORD OR ITS AGENTS, AND EVEN THOUGH ANY SUCH CLAIM, CAUSE OF
      ACTION, OR SUIT IS BASED UPON OR ALLEGED TO BE BASED UPON THE STRICT
      LIABILITY OF LANDLORD OR ITS AGENTS.  THIS INDEMNITY PROVISION
      IS INTENDED TO INDEMNIFY LANDLORD AND ITS AGENTS AGAINST THE CONSEQUENCES
      OF THEIR OWN NEGLIGENCE OR FAULT AS PROVIDED ABOVE WHEN LANDLORD OR ITS
      AGENTS ARE JOINT, COMPARATIVELY, OR CONCURRENTLY NEGLIGENT WITH
      TENANT.  THIS INDEMNITY PROVISION SHALL SURVIVE TERMINATION OR
      EXPIRATION OF THIS LEASE.

            


    

     

    
      
         


      

      
        18

        
          

        

      

      
         


      

    

     

    
      	
              18.

            	
              Third Parties.
      Notwithstanding any other provisions of this Lease, Landlord shall have no
      responsibility or liability to Tenant, or to Tenant’s officers, managers,
      members, or partners (all of the foregoing in their respective capacity as
      such) for bodily injury, death, property damage, business interruption,
      loss of profits, loss of trade secrets, or other direct or consequential
      damages occasioned by (a) the acts or omissions of any other tenant of the
      Complex, or such other tenant’s officers, directors, shareholders,
      partners, employees, agents, contractors, invitees, or guests; (b) Force
      Majeure; (c) vandalism, theft, burglary, or other criminal acts (other
      than those committed by Landlord or its employees); and (d) after the
      issuance of the COO and the TDH Document, and except for (i) any
      deficiencies noted therein which Landlord is required to correct, (ii) the
      “punch list” items pursuant to the Work Letter, and (iii) any latent
      defects, the repair, replacement, maintenance, damage, or destruction of
      the Leased Premises, unless the damages to the Leased Premises are caused
      by the negligence of Landlord and then only to the extent of the actual
      cost of repair or replacement.

            


    

     

    
      	
              19.

            	
              Landlord’s
      Lien.  In addition to the statutory landlord’s lien,
      Tenant grants to Landlord, to secure performance of Tenant’s obligations
      hereunder, a security interest in all of Tenant’s equipment, fixtures,
      furniture, improvements, inventory, accounts, general intangibles,
      instruments, chattel paper, electronic chattel paper, investment property,
      health care insurance receivables, and Goods (as defined in Article 9 of
      the Texas Uniform Commercial Code of the state in which the Building is
      located) now or hereafter acquired by Tenant, and all proceeds therefrom
      (the “Collateral”).  The
      Collateral shall not be removed from the Leased Premises without the
      consent of Landlord until all obligations of Tenant have been fully
      performed.  Upon the occurrence of an Event of Default, Landlord
      may, in addition to all other remedies, without notice or demand except as
      provided below, exercise the rights afforded a secured party under the
      Uniform Commercial Code of the State in which the Building is located (the
      “UCC”).  In
      connection with any public or private sale under the UCC, Landlord shall
      give Tenant ten (10) days prior written notice of the time and place of
      any public sale of the Collateral or of the time after which any private
      sale or other intended disposition thereof is to be made, which is agreed
      to be a reasonable notice of such sale or other
      disposition.  Tenant upon request of Landlord will execute an
      appropriate financing statement and in the event Tenant fails to promptly
      execute such a financing statement, Tenant grants to Landlord a power of
      attorney to execute and file any financing statement or other instrument
      necessary to perfect Landlord’s security interest under this Section 19,
      which power is coupled with an interest and shall be irrevocable during
      the Term.  Landlord may also file a copy of this Lease as a
      financing statement to perfect its security interest in the
      Collateral.  However, so long as no default shall exist in the
      performance of Tenant’s obligations under this Lease, Landlord agrees to
      subordinate the security interest herein granted and the statutory
      landlord’s lien to any security interests which Tenant may grant in
      Tenant’s equipment, fixtures, furniture, improvements, inventory,
      accounts, general intangibles, instruments, chattel paper, electronic
      chattel paper, investment property, health insurance receivables and Goods
      as security for the acquisition cost thereof or any operating line of
      credit utilized to finance the cost of Tenant’s operations in the Leased
      Premises.

            


    

     

    
      
         


      

      
        19

        
          

        

      

      
         


      

    

     

    
      	
              20.

            	
              Americans with
      Disabilities Act. Landlord agrees that to the extent required by
      the ADA,  Landlord will construct the improvements to the Leased
      Premises in substantial compliance with the ADA to the extent required to
      avoid any fines or penalties with respect thereto. Subject to Landlord’s
      compliance with the preceding sentence, all capital costs incurred by
      Landlord after the Commencement Date for ADA compliance (as a result of
      changes in the ADA or otherwise) shall be included in Operating Expenses
      on a depreciated basis in accordance with generally accepted accounting
      principles. Tenant alone is responsible for compliance with the ADA in the
      Leased Premises after the Commencement Date; provided, however, Tenant is
      not responsible for any such ADA compliance which is required because of
      Landlord's failure to substantially comply with the ADA as of the
      Commencement Date.

            


    

     

    
      	
              21.

            	
              Quiet
      Enjoyment.  Provided Tenant timely pays the Rent and all
      other sums required herein and timely performs all of Tenant’s other
      obligations pursuant to this Lease, Tenant shall and may peaceably and
      quietly have, hold, occupy, use, and enjoy the Leased Premises for the
      Permitted Use during the Term, subject to the provisions of this Lease.
      Landlord agrees to warrant and forever defend Tenant’s right to occupy the
      Leased Premises against the claims of all Persons whomsoever lawfully
      claiming the same or any part thereof, by, through, or under Landlord, but
      not otherwise, subject to the provisions of this
  Lease.

            


    

     

    
      	
              22.

            	
              Default by
      Tenant.

            


    

     

    
      	
               
      

            	
              22.1

            	
              Events of
      Default. Each of the following occurrences constitutes an “Event of
      Default”:

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      failure of Tenant to pay Rent as and when due hereunder and the
      continuance of such failure for a period of fifteen (15) days after
      written notice from Landlord or any Landlord’s Mortgagee to Tenant
      specifying the failure; provided, however, after Tenant has received
      written notice pursuant to this Section 23.1(a) on two (2) separate
      occasions in any calendar year, no further notice to Tenant shall be
      required under this Section 23.1(a);
or

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      failure of Tenant to perform, comply with, or observe any other agreement,
      obligation, or undertaking of Tenant, or any other term, condition, or
      provision, in this Lease, including, without limitation, the provisions of
      Section 8.2, and the continuance of such failure for a period of thirty
      (30) days after written notice to Tenant specifying the failure, provided
      that, in the event the performance, compliance with, or observation of the
      agreement, obligation, or undertaking of Tenant requires more than thirty
      (30) days, then such thirty (30) day period shall be extended to an
      aggregate period of ninety (90) days if Tenant commences a cure of the
      default within ten (10) calendar days after Tenant’s receipt of notice
      thereof and diligently pursues such cure of the default to completion;
      or

            


    

     

    
      
         


      

      
        20

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (c)

            	
              The
      abandonment of the Leased Premises by Tenant or the failure of Tenant to
      occupy and utilize the Leased Premises for the use permitted hereunder for
      thirty (30) consecutive days the Leased Premises or any significant
      portion thereof; or

            


    

     

    
      	
               
      

            	
              (d)

            	
              The
      filing of a petition by Tenant (i) in any bankruptcy or other insolvency
      proceeding, (ii) seeking any relief under the Bankruptcy Code or any
      similar debtor relief law, or (iii) for the appointment of a liquidator or
      receiver for all or substantially all of Tenant’s property or for Tenant’s
      interested in this Lease; or

            


    

     

    
      	
               
      

            	
              (e)

            	
              The
      filing of a petition of the type described in Section 23.1(d) against
      Tenant and the failure of such case to be dismissed within one hundred
      fifty (150) days after the filing thereof;
or

            


    

     

    
      	    	
              
                (f)

              

            	
              
                The
      admission by Tenant in writing that it cannot pay its debts as they become
      due or the making by Tenant of an assignment for the benefit of its
      creditors.

              

            


    

     

    
      	
               
      

            	
              22.2

            	
              Remedies of
      Landlord. Upon any Event of Default, and at any time thereafter
      while any Event of Default remains uncured, Landlord may, at Landlord’s
      option and in addition to all other rights, remedies, and recourses
      available to Landlord at law, in equity, or pursuant to this Lease, do any
      one (1) or more of the following:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Terminate
      this Lease by written notice to Tenant, in which event Tenant shall
      immediately vacate the Leased Premises and shall simultaneously pay to
      Landlord the sum of (i) all Rent and other amounts accrued hereunder to
      the date of termination and (ii) all reasonable costs;
    and/or

            


    

     

    
      	
               
      

            	
              (b)

            	
              Without
      terminating this Lease, terminate Tenant’s right to possession of the
      Leased Premises by written notice to Tenant, in which event Tenant shall
      immediately vacate the Leased Premises and shall simultaneously pay to
      Landlord (i) all Rent and other amounts accrued hereunder to the date of
      termination of possession; (ii) all amounts due from time to time under
      Section. 23.3; and (iii) all Rent and other sums required hereunder to be
      paid by Tenant during the remainder of the Term as the same become due,
      diminished by any net sums thereafter received by Landlord through
      reletting the Leased Premises during said period. Reentry by Landlord in
      the Leased Premises will not affect the obligations of Tenant hereunder
      for the unexpired Term. Landlord may bring actions against Tenant to
      collect amounts due by Tenant on one or more occasions, without the
      necessity of Landlord’s waiting until expiration of the Term. If Landlord
      elects to proceed under this Section 23.2(b), Landlord may at any time
      elect to terminate this Lease pursuant to Section 23.2(a);
      and/or

            


    

     

    
      	
               
      

            	
              (c)

            	
              Subject
      to the provisions of Section 23.6, exercise any other right or remedy
      available to Landlord pursuant to this Lease, at law, or in
      equity.

            


    

     

    
      
         


      

      
        21

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              22.3

            	
              Reletting. Upon
      termination of this Lease or upon termination of Tenant’s right to
      possession of the Leased Premises, Landlord shall make reasonable attempts
      to relet the Leased Premises, for such period, to such tenant(s), and for
      such uses and purposes as Landlord, in the exercise of its sole discretion
      acting in good faith, may choose. Tenant shall not be entitled to any rent
      obtained by reletting in excess of the Rent herein reserved except as a
      credit against amounts due under Section 23.2
..

            


    

     

    
      	
               
      

            	
              22.4

            	
              Landlord’s Right to
      Pay or Perform. Upon an Event of Default, without obligation to do
      so and without thereby waiving or curing such Event of Default, Landlord
      may pay or perform (or attempt to pay or perform) the underlying
      obligation for the account of Tenant, and enter the Leased Premises and
      expend the Security Deposit and other sums for such purpose. All sums, if
      any, expended by Landlord pursuant to this Section 23.4 are due and
      payable by Tenant to Landlord immediately upon demand, shall be considered
      Rent, and shall bear interest as provided in Section
  26.12.

            


    

     

    
      	
               
      

            	
              22.5

            	
              Injunctive Relief;
      Remedies Cumulative. Notwithstanding any other provisions of this
      Lease, upon the occurrence of any Event of Default hereunder, including,
      without limitation, any Event of Default specified in Section 23.1,
      Landlord shall be entitled to pursue any and all remedies available to
      Landlord  pursuant to the provisions of this Lease, including,
      without limitation, the remedies set forth in Section 23, injunctive
      relief, specific performance, and/or an action to recover only Landlord’s
      actual monetary damages proximately caused by Tenant hereunder. Landlord
      hereby expressly waives and abandons all other rights, if any, to any
      action against Tenant or any Tenant Related Party to recover
      consequential, special, exemplary, treble, punitive, or any other damages,
      other than actual monetary damages. Without limiting the foregoing,
      Landlord may restrain or enjoin any Event of Default or threatened Event
      of Default without the necessity of proving the inadequacy of any legal
      remedy or irreparable harm.  The rights, remedies, and recourses
      of Landlord for an Event of Default are cumulative and no right, remedy,
      or recourse of Landlord, whether exercised by Landlord or not, shall be
      deemed to be in exclusion of any
other.

            


    

     

    
      	
               
      

            	
              22.6

            	
              No Waiver; No Implied
      Surrender. The provisions of this Lease may not be waived orally or
      impliedly, but only by the Party entitled to the benefit of the provision
      and only by an express waiver in writing. Thus, neither the acceptance of
      Rent by Landlord following an Event of Default (whether known to Landlord
      or not), nor any other custom or practice followed in connection with this
      Lease, constitutes a waiver by Landlord of such Event of Default or any
      other Event of Default. Further, any failure by Landlord to complain of
      any action or inaction by Tenant, or to assert that any action or inaction
      by Tenant constitutes (or would constitute, with the giving of notice
      and/or the passage of time) an Event of Default, regardless of how long
      such failure continues, does not extinguish, waive, or in any way diminish
      the rights, remedies, and recourses of Landlord with respect to such
      action or inaction. No waiver by Landlord of any provision of this Lease
      or of any breach by Tenant of any obligation of Tenant hereunder shall be
      deemed to be a waiver of any other provision of this Lease, or of any
      other breach by Tenant of the same or any other provision of this Lease.
      Any consent by Landlord to any act by Tenant requiring Landlord’s consent
      shall not be deemed to render unnecessary the obtaining of Landlord’s
      consent to any other act of Tenant. No act or omission by Landlord (other
      than Landlord’s execution of a document acknowledging such surrender) or
      Landlord’s agents, including the delivery of the keys to the Leased
      Premises, shall constitute an acceptance of a surrender of the Leased
      Premises.

            


    

     

    
      
         


      

      
        22

        
          

        

      

      
         


      

    

     

    
      	
              23.

            	
              Defaults by
      Landlord.

            


    

     

    Except
for any delay in Landlord’s performance of any of Landlord’s obligations
hereunder caused by Force Majeure, a Landlord Default (herein so called) shall
exist under this Lease if Landlord fails to perform any of Landlord’s
obligations hereunder and said failure continues for a period of thirty (30)
days after Tenant gives Landlord (and, provided that Tenant shall have been
given the name and mailing address of any Landlord’s Mortgagee, each such
Landlord’s Mortgagee) written notice thereof specifying, with reasonable
particularity, the nature of Landlord’s default; provided, however, that if the
default cannot reasonably be cured within such thirty (30) day time period, then
such thirty (30) day period shall be extended to an aggregate period of ninety
(90) days if Landlord or any Landlord’s Mortgagee commences to cure the default
after Tenant gives such notice and thereafter diligently pursues the curing of
same to completion. Tenant’s sole and exclusive remedy for any uncured default
by Landlord hereunder, in lieu of all other remedies, at law, in equity, or
pursuant to this Lease (all of which other remedies, if any, Tenant hereby
expressly waives and abandons) shall be the right to pursue an action to recover
only Tenant’s actual monetary damages proximately caused by such default by
Landlord under this Lease.

     

    
      	
              24.

            	
              Right of
      Reentry. Upon the expiration or termination of the Term, for
      whatever cause, or upon the exercise by Landlord of its right to re-enter
      the Leased Premises without terminating this Lease after an Event of
      Default, Tenant shall immediately, quietly, and peaceably surrender to
      Landlord possession of the Leased Premises in “broom clean” and good
      order, condition, and repair, except only for ordinary wear and tear, the
      provisions of Section 8.2, damage by casualty not covered by Section 15.2,
      repairs to be made by Landlord pursuant to Sections 14 and 15.1, and any
      condition of the Leased Premises caused by Landlord. If Tenant fails to
      surrender possession as herein required, Landlord may initiate any and all
      legal action as Landlord may elect to dispossess Tenant and all of its
      property, and all Persons claiming by, through, or under Tenant and all of
      their property, from the Leased Premises, and may remove from the Leased
      Premises and store (without any liability for loss, theft, damage, or
      destruction thereto, unless caused by Landlord’s gross negligence) any
      such property at Tenant’s sole liability, cost, and expense. For so long
      as Tenant remains in possession of the Leased Premises after such
      expiration, termination, or exercise by Landlord of its re-entry right,
      Tenant shall be deemed to be occupying the Leased Premises as a
      tenant-at-sufferance, subject to all of the obligations of Tenant pursuant
      to this Lease, except that the daily Base Rent shall be one hundred fifty
      percent (150%) of the per day Rent in effect immediately prior to such
      expiration, termination, or exercise by Landlord. No such holding over
      shall extend the Term. If Tenant fails to surrender possession of the
      Leased Premises in the condition herein required, Landlord may, at
      Tenant’s expense, restore the Leased Premises to such
      condition.

            


    

     

    
      
         


      

      
        23

        
          

        

      

      
         


      

    

     

    
      	
              25.

            	
              Miscellaneous.

            


    

     

    
      	
               
      

            	
              25.1

            	
              Time of
      Essence. Time is of the essence with respect to each date or time
      specified in this Lease by which any performance is to
    occur.

            


    

     

    
      	
               
      

            	
              25.2

            	
              Applicable Law.
      This Lease shall be governed by, and construed in accordance with, the
      laws of the State of Texas. All monetary and other obligations of Landlord
      and Tenant are performable in Dallas County,
  Texas.

            


    

     

    
      	
               
      

            	
              25.3

            	
              Assignment by
      Landlord. Landlord shall have the right to assign, sell, or
      otherwise transfer, in whole or in part, all or any of Landlord’s rights,
      titles, or interests in and to the Complex and/or this Lease. Upon any
      such assignment, sale, or transfer, Landlord shall be relieved of all
      unaccrued liabilities and obligations hereunder to the extent of the
      interest so assigned, sold, or transferred. In the event of any such
      assignment, sale, or transfer by Landlord of its interest in the Complex
      (or any portion thereof) or in this Lease (other than a collateral
      assignment to secure a debt of Landlord) to a successor in interest who
      expressly assumes the obligations of Landlord under this Lease, Landlord
      shall be released and discharged from all of its covenants and obligations
      under this Lease, except obligations which have accrued prior to any sale,
      assignment, or transfer, and Tenant agrees to look solely to Landlord’s
      successor in interest for performance of such
  obligations.

            


    

     

    
      	
               
      

            	
              25.4

            	
              Commencement Date and
      Estoppel Certificates.

            


    

     

    
      	
               
      

            	
              (a)

            	
              From
      time to time at the request of Landlord or any Landlord’s Mortgagee,
      Tenant will promptly and without compensation or consideration, execute,
      have acknowledged, and deliver a certificate addressed to Landlord and/or
      any other Person(s) reasonably designated by Landlord, stating (i) the
      Commencement Date, Rent Commencement Date and the date of expiration of
      the Term; (ii) the rights (if any) of Tenant to extend or shorten the Term
      or to expand or reduce the size of the Leased Premises; (iii) the Rent (or
      any components of the Rent) currently payable hereunder, and the date
      through which Rent is paid; (iv) whether this Lease has been amended in
      any respect and attaching thereto copies of this Lease and all amendments,
      if any, to this Lease; (v) whether, within the knowledge of Tenant, there
      are any existing breaches or defaults by Landlord or Tenant hereunder and,
      if so, stating the defaults with reasonable particularity; (vi) that the
      transaction, if any, described in the request does not constitute a
      default by Landlord under this Lease; and (vii) such other information
      pertaining to Tenant and this Lease as Landlord, any Landlord’s Mortgagee,
      or any prospective purchaser or prospective Landlord’s Mortgagee may
      reasonably request.

            


    

     

    
      
         


      

      
        24

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (b)

            	
              From
      time to time at the request of Tenant, Landlord will promptly and without
      compensation or consideration execute, have acknowledged, and deliver a
      certificate addressed to Tenant and/or any other Person(s) reasonably
      designated by Tenant, stating (i) the Commencement Date, Rent Commencement
      Date and the date of expiration of the Term; (ii) the rights, if any, of
      Tenant to extend or shorten the Term or to expand or reduce the size of
      the Leased Premises; (iii) the Rent (or any components of the Rent)
      currently payable hereunder and the date through which Rent has been paid;
      (iv) whether this Lease has been amended in any respect and attaching
      thereto copies of this Lease and all amendments, if any, to this Lease;
      (v) whether, within the knowledge of Landlord, there are any existing
      breaches or defaults by Landlord or Tenant hereunder and, if so, stating
      such defaults with reasonable particularity; (vi) that the transaction, if
      any, described in the request does not constitute an Event of Default
      under the Lease; and (vii) such other information pertaining to Tenant and
      this Lease as Tenant, or any prospective assignee of Tenant’s interest in
      this Lease may reasonably request.

            


    

     

    
      	
               
      

            	
              25.5

            	
              Signs; Complex Name
      and Address. Subject to the provisions of Section 7.4, Landlord
      shall have the right, exercisable from time to time at Landlord’s
      discretion, to maintain any and all signs anywhere in the Complex, and to
      change the name and street address of the
  Complex.

            


    

     

    
      	
               
      

            	
              25.6

            	
              Notices. All
      notices and other communications authorized, permitted, or required
      pursuant to this Lease must be in writing, addressed as set forth in this
      Section 26.6, and sent either by prepaid United States Postal Service
      first class certified mail with return receipt requested; by delivery in
      person to the address of the addressees; or by prepaid nationally
      recognized delivery service such as Federal Express or UPS. Notices sent
      by prepaid United States Postal Service first class certified mail with
      return receipt requested shall be deemed received on the date of the first
      attempted delivery thereof, as shown on the United States Postal Service’s
      return receipt. Notice sent by delivery in person shall be deemed received
      on the Business Day delivered, if delivered before 5:00 p.m., local time,
      at the address of the addressee, and if delivered after 5:00 p.m. on any
      day, on the next Business Day thereafter. Notice sent by a nationally
      recognized delivery service shall be deemed received on the Business Day
      delivered to the addressee. Notice given in any other manner, and any
      notice given to Landlord, shall be effective only upon receipt by the
      intended addressee. For the purposes of notice, the address of (a)
      Landlord shall be addressed  9301 N. Central Expressway, Suite
      300, Dallas, Texas 75231-5009, Attn: ______________________; and (b)
      Tenant shall be, prior to the Commencement Date, the address recited on
      the signature page hereof, to the attention of the Chief Executive Officer
      of Tenant Attention: Chief Executive Officer, with a copy of such notice
      to 6161 Harry Hines Boulevard, Suite 100, Dallas, Texas 75235, Attention
      Anne Leon. Each Party shall have the continuing right to change its
      address for notice hereunder and/or add additional addresses to which
      copies of notices should be sent by the giving of fifteen (15) days’ prior
      written notice to the other party in accordance with this Section
      26.6.

            


    

     

    
      
         


      

      
        25

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              25.7

            	
              Entire Agreement;
      Amendment; and Binding Effect. This Lease constitutes the entire
      agreement between Landlord and Tenant relating to the subject matter
      hereof.  Any and all prior and contemporaneous agreements and
      understandings relating to this Lease and the relationship of Landlord and
      Tenant which are not contained herein are terminated. This Lease may be
      amended only by a written document duly executed by Landlord and Tenant
      (and, if a Mortgage is then in effect, by the Landlord’s Mortgagee, and
      any alleged amendment which is not so documented shall not be effective as
      to either Party. The provisions of this Lease are binding upon and inure
      to the benefit of the Parties and their respective successors and assigns,
      provided; however, that this Section 26.7 does not negate, diminish, or
      alter the restrictions on Transfers applicable to the Parties set forth
      elsewhere in this Lease. There are no third party beneficiaries of this
      Lease.

            


    

     

    
      	
               
      

            	
              25.8

            	
              Severability.
      This Lease is intended to be performed in accordance with all Legal
      Requirements. If any provision of Lease or the application thereof to any
      Person or circumstance shall, for any reason or to any extent, be invalid
      or unenforceable, but the extent of the invalidity or unenforceability
      does not destroy the basis of the bargain between the Parties as contained
      herein, the remainder of this Lease and the application of such provision
      to other Persons or circumstances shall not be affected thereby, but
      rather shall be enforced to the greatest extent permitted by
      law.

            


    

     

    
      	
               
      

            	
              25.9

            	
              Number and Gender;
      Captions and References. As the context of this Lease may require,
      pronouns include natural persons and legal entities of every kind and
      character, the singular number includes the plural and the neuter includes
      the masculine and the feminine gender. Section headings in this Lease are
      for convenience of reference only and are not intended, to any extent or
      for any purpose, to limit or define any section hereof. Whenever the terms
      “hereof,” “hereby,” “herein”, “hereunder” or words of similar import are
      used in this Lease, they shall be construed as referring to this Lease in
      its entirety rather than to a particular section or provision, unless the
      context specifically indicates to the contrary. Any reference to a
      particular “Section” shall be construed as referring to the indicated
      Section of this Lease.

            


    

     

    
      	
            	
              25.10

            	
              Attorneys’
      Fees.  If litigation is initiated by either Party against
      the other relating to this Lease, then the prevailing Party on issues
      related to the Lease shall be entitled to recover, in addition to all
      damages allowed by law and other relief, all court cost and reasonable
      attorneys’ fees incurred in connection with such
    litigation.

            


    

     

    
      
         


      

      
        26

        
          

        

      

      
         


      

    


    
      	
            	
              25.11

            	
              Brokers. Each
      Party hereby warrants and represents to the other Party that the
      representing Party has not incurred or authorized any brokerage
      commission, finder’s fees, or similar payments for which the other Party
      is responsible in connection with this Lease, and each Party agrees to
      defend, indemnify, and hold the other Party harmless from and against any
      claim for brokerage commission, finder’s fees, or similar payment arising
      by virtue of authorization of such Party, or any Affiliate of such Party,
      in connection with this Lease.

            


    

     

    
      	
            	
              25.12

            	
              Interest on
      Obligations.  Any amount due from Tenant to Landlord or
      from Landlord to Tenant which is not paid when due shall bear interest at
      the lesser of (a) eighteen percent (18%) per annum,  (b) the
      “prime rate” of interest on the date such payment is due, as set by the
      largest national bank doing business in Dallas, Texas, plus an additional
      five (5%) percent per annum, or (c) the maximum rate chargeable under
      applicable Legal Requirements from ten (10) calendar days after the date
      such payment is due until paid, but the payment of such interest does not
      excuse or cure the default in
payment.

            


    

     

    
      	
            	
              25.13

            	
              Dollars.  As
      used in this Lease, the symbol “$”means United States dollars, the lawful
      currency of the United States.

            


    

     

    
      	
            	
              25.14

            	
              Authority. Each
      Party warrants and represents to the other that the Recitals are true and
      correct; that each is a duly organized or qualified and existing legal
      Person, qualified to transact business and in good standing in the State
      of Texas; each has full right and authority to execute, deliver, and
      perform this Lease; each Person executing this Lease on behalf of a Party
      was authorized to do so, and upon request of a Party; each such Person
      will deliver to the other Party satisfactory evidence of his or her
      authority to execute this Lease on behalf of a
  Party.

            


    

     

    
      	
            	
              25.15

            	
              Incorporation by
      Reference. All Exhibits and written addenda attached hereto are
      incorporated herein for any and all
purposes.

            


    

     

    
      	
            	
              25.16

            	
              Hazardous Waste;
      Bio-Hazardous Waste. Tenant warrants and represents to, and
      covenants with, Landlord that:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Substance.  The
      term “Hazardous
      Substances” used in this Lease shall mean any product, substance,
      chemical, material or waste whose presence, nature, quantity and/or
      intensity of existence, use, manufacture, disposal, transportation, spill,
      release or effect, either by itself or in combination with the other
      materials expected to be on the Premises, is either:  (i)
      potentially injurious to the public health, safety or welfare, the
      environment or the Premises or the Building, (ii) regulated or monitored
      by any governmental authority agency or third party under any applicable
      statute or common law theory.  Hazardous Substances shall
      include, but not be limited to, hydrocarbons, petroleum, gasoline, crude
      oil or any products, by-products or fractions
  thereof.

            


    

     

    
      
         


      

      
        27

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (b)

            	
              Reportable
      Use.  Except as required in connection with the ordinary
      course of operating Tenant’s business in a manner consistent with the
      Permitted Use of the Premises, Tenant shall not engage in any activity in,
      on or about the Premises which constitutes a Reportable Use (as
      hereinafter defined) of Hazardous Substances without the express prior
      written consent of Landlord and compliance in a timely manner (at Tenant’s
      sole cost and expense) with all applicable laws.  “Reportable Use”
      shall mean (i) the installation or use of any above or below ground
      storage tank, (ii) the generation, possession, storage of, transportation,
      or disposal of a Hazardous Substance that requires a permit from, or with
      respect to which a report, notice, registration or business plan is
      required to be filed with any governmental
      authority.  Reportable Use shall also include Tenant’s being
      responsible for the presence in, on or about he Premises of a Hazardous
      Substance with respect to which any applicable law requires that a notice
      be given to persons entering or occupying the Premises, the Building or
      neighboring properties.  Notwithstanding the foregoing, Tenant
      shall be permitted, without Landlord’s prior consent, but in compliance
      with all applicable laws, to use any ordinary and customary materials
      reasonably required to be used by Tenant in the normal course of Tenant’s
      business on the Premises, so long as such use is not a Reportable Use and
      does not expose the Premises, the Building or neighboring properties to
      any meaningful risk of contamination or damage or expose Landlord to any
      liability thereof.  In addition, Landlord may but without any
      obligation to do so, condition its consent to the use or presence of any
      Hazardous Substance, activity or storage tank by Tenant upon Tenant giving
      Landlord such additional assurances as Landlord, in its reasonable
      discretion, deems necessary to protect itself, the public, the Premises,
      the Building, the Complex and the environment against damage,
      contamination or injury and/or liability therefrom or therefor, including;
      but not limited to, the installation (and removal on or before Lease’s
      expiration or earlier termination) of reasonably necessary protective
      modifications to the Premises (such as concrete encasements); the deposit
      of security in an amount reasonably determined by Landlord to be held by
      Landlord under this Lease for assurance thereof; the purchase, at Tenant’s
      expense, of additional insurance covering such
  risks.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Bio-Hazardous
      Waste. At Tenant’s sole
      liability, risk, cost and expense, Tenant shall provide proper receptacles
      and containers for all Bio-Hazardous Medical Waste and shall make
      such arrangements for the disposal of Tenant’s Bio-Hazardous Medical Waste
      as shall be necessary, proper and/or required for the health and safety of
      other tenants and invitees of the Premises.  All such disposal
      shall be in strict compliance with applicable laws and
      regulations.  Landlord may, but shall not be obligated to,
      review and approve such arrangements, but no such review or approval shall
      impose any liability on Landlord with respect to such
      disposal.  Landlord assumes no duty, obligation or liability
      with respect to Tenant’s Bio-Hazardous Medical
  Waste.

            


    

     

    
      
         


      

      
        28

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (d)

            	
              Duty to Inform
      Landlord.  If Tenant knows, or has reasonable cause to
      believe, that a Hazardous Substance, or a condition arising or resulting
      from same, has come to be located in, on, under or about the Premises,
      other than as previously consented to by Landlord, Tenant shall
      immediately give written notice of such fact to
      Landlord.  Tenant shall also immediately give Landlord a true
      copy of any statement, report, notice, registration, application, permit,
      business plan, license, claim, action or proceedings given to, or removed
      from, any governmental authority or private party, or persons entering or
      occupying the Premises, concerning the presence, spill, release, discharge
      of, or exposure to, any Hazardous Substance or Bio-Hazardous Medical Waste
      or contamination in, on, or about the Premises, including but not limited
      to all such documents as may be involved in any Reportable Use involving
      the Premises.

            


    

     

    
      	
               
      

            	
              (e)

            	
              Indemnification of
      Landlord.  Tenant shall indemnify, protect, defend and
      hold Landlord, its agents, employees, mortgagees and ground lessors, if
      any, and the Premises and Complex, harmless from and against any and all
      loss of rents and/or damages, liabilities, judgments, costs, claims,
      liens, expenses, penalties, permits and attorney’s and consultant’s fees
      arising out of or involving any Hazardous Substance, or storage tank
      brought onto or generated at the Premises during the Term by or for Tenant
      or under Tenant’s control.  Tenant’s obligations under this
      subparagraph shall include, but not be limited to, the effects of any
      contamination or injury to person, property or the environment created or
      suffered by Tenant, and the cost of investigation (including consultant’s
      and attorney’s fees and testing), removal, remediation, restoration and/or
      abatement thereof, or of any contamination therein involved, and shall
      survive the expiration or earlier termination of this Lease.  No
      termination, cancellation or release agreement entered into by Landlord
      and Tenant shall release Tenant from its obligations under this Lease with
      respect to Hazardous Substance unless specifically so agreed by Landlord
      in writing at the time of such
agreement.

            


    

     

    
      	
               
      

            	
              (f)

            	
              Indemnification of
      Tenant.  Landlord shall indemnify, protect, defend and
      hold Tenant harmless from and against any and all loss, damages,
      liabilities, judgments, costs, claims, liens, expenses, penalties, permits
      and attorney’s and consultant’s fees arising out of or involving any
      Hazardous Substance or storage tank brought onto the Premises by Landlord,
      or existing on the Premises as of the Commencement Date and Landlord’s
      obligations under this subparagraph shall include, but not be limited to,
      the effects of any contamination or injury to person, property or the
      environment created or suffered by Landlord, and the cost of investigation
      (including consultant’s and attorney’s fees and testing) removal,
      remediation, restoration and/or abatement thereof, or of any contamination
      therein involved, and shall survive the expiration or earlier termination
      of this Lease.  No termination, cancellation or release
      agreement entered into by Landlord and Tenant shall release Landlord from
      it obligations under this Lease with respect to Hazardous Substances or
      storage tanks, unless specifically so agreed by Tenant in writing at the
      time of such agreement.

            


    

     

    
      
         


      

      
        29

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (g)

            	
              Landlord
      represents and warrants to Tenant as of the date hereof that to Landlord’s
      current actual knowledge there is no environmental contamination of the
      Land other than as disclosed in the Phase I Environmental Site Assessment
      dated December 5, 2006 prepared by Environmental Analytics, Inc. (“Environmental
      Report”) a copy of which Environmental Report has been provided to
      Tenant; provided, however, Landlord makes no representation or warranty
      regarding the accuracy of the findings, conclusions or recommendations
      contained in the Environmental Report or the qualifications of the
      consultant who prepared the Environmental
  Report.

            


    

     

    
      	
            	
              25.17

            	
              Multiple
      Counterparts. This Lease may be executed in two (2) or more
      counterparts, each of which is an original, but all of which constitute
      one (1) instrument.

            


    

     

    
      	
            	
              25.18

            	
              Force Majeure.
      If either Party is delayed or prevented from the performance or completion
      of any act required by this Lease by reason of Force Majeure, then the
      performance of such act (other than the payment of money) shall be excused
      for the period of the delay caused by the Force Majeure, and the period
      for the performance of any such act (other than the payment of money)
      shall be extended for a period equivalent to the period of such delay. Any
      Party claiming a delay caused by Force Majeure must notify the other Party
      in writing of the existence of its claim of a Force Majeure delay at the
      next regular meeting of the Parties (which meetings are anticipated to
      occur approximately monthly) but in no event later than fourteen (14) days
      after the last day of the calendar month in which any such delay claimed
      to be caused by Force Majeure occurred, specifying with reasonable
      particularity the basis for such
claim.

            


    

     

    
      	
            	
              25.19

            	
              Third Party
      Warranties. Landlord agrees that, for so long after the
      Commencement Date as any third party warranties or contract rights are
      enforceable, at Landlord’s option, Landlord will either (a) exercise, on
      behalf of Tenant, or, (b) authorize Tenant in writing to exercise
      directly, all third party warranties and contract rights issued or
      available to Landlord from any contractors or suppliers installing
      Landlord’s Work in the Leased Premises. Notwithstanding any other
      provision of this Lease, so long as Landlord or Tenant is diligently
      pursuing remedies against a credit-worthy third party with respect to any
      such warranties or contract rights, Tenant’s rights, if any, to any action
      against Landlord, any Landlord’s Mortgagee, or any Landlord Related Party
      with respect to any construction matters are abated until the final
      resolution of the actions against any such third
  party.

            


    

     

    
      
         


      

      
        30

        
          

        

      

      
         


      

    


    EXECUTED as of the date and
year above first written.

     

    
      
        
          
            
              
                	 
      	
                        LANDLORD

                      
	 
      	 
      
	 
      	
                        GR
      IRF I, LP

                      
	 
      	
                        a
      Texas limited partnership

                      
	 
      	 
      	 
      
	 
      	
                        By:

                      	
                        GR
      IRF Managers, LLC

                      
	 
      	 
      	
                        A
      Texas limited liability company

                      
	 
      	 
      	 
      
	
                        9301
      N. Central Expressway

                      	
                        By:

                      	/s/
      W.L. Hutchison, Jr. 
	
                        Suite,
      300

                      	
                        Name:  

                      	W.L.
      Hutchison, Jr. 
	
                        Dallas,
      Texas 75231

                      	
                        Its:

                      	Manager


              

            

          

        

      

    

     

    
      
         


      

      
        31

        
          

        

      

      
         


      

    

    


    
      
        
          
            
              	 
      	 
      	
                      TENANT

                    
	 
      	 
      	 
      
	
                      Address
      for notice

                    	 
      	
                      GLOBALREHAB,
      LP

                    
	
                      prior
      to Commencement Date:

                    	 
      	
                      a
      Texas limited partnership

                    
	 
      	 
      	 
      
	
                      6161
      Harry Hines Blvd.

                    	 
      	
                      By:

                    	
                      GH
      General, Inc.

                    
	
                      Suite
      100

                    	 
      	 
      	
                      Its:

                    	
                      Sole
      General Partner

                    
	
                      Dallas,
      Texas 75235

                    	 
      	 
      
	
                      Attention:
      Chief Executive Officer

                    	 
      	
                      By:

                    	/s/
      Hooman Sedighi
	 
      	 
      	
                      Name:

                    	Hooman
      Sedighi
	 
      	 
      	
                      Title:

                    	Manager


            

          

        

      

    

     

    
      
         


      

      
        32

        
          

        

      

      
         


      

    


    EXHIBIT
A

    


    GLOSSARY OF DEFINED
TERMS

     

    
      	
              1.

            	
              “ADA” has the
      meaning set forth in Section 11(c) of the
Lease.

            


    

     

    
      	
              2.

            	
              “Additional
      Rent” means the sums specified in Section 5.3, together with all
      other sums described as “Additional Rent” in the
  Lease.

            


    

     

    
      	
              3.

            	
              “Affiliate”,
      when used with respect to any Person, the term “Affiliate” means any
      Person which, directly or indirectly, controls or is controlled by or is
      under common control with such Person. For the purposes of this
      definition, “control”
      (including the correlative meanings of the terms “controlled by” and
      “under common control with”), as used with respect to any Person, means
      the possession, directly or indirectly, of the power to direct or cause
      the direction of the management and policies of such Person, through
      direct or indirect membership interests, the ownership of voting
      securities, partnership interests or other equity
    interests.

            


    

     

    
      	
              4.

            	
              “Approved
      Contractors” means the contractor or contractors designated by
      Landlord to construct the Building Improvements or otherwise approved in
      writing by Landlord.

            


    

     

    
      	
              5.

            	
              “Base Rent”
      means the amount specified in Section 5.1, as adjusted in accordance with
      Section 5.2.

            


    

     

    
      	
              6.

            	
              “Base Rent
      Adjustment” means the increase in the annual Base Rent, as set
      forth in Section 5.2(a).

            


    

     

    
      	
              7.

            	
              “Building” means
      the two (2) story building containing approximately 40,000 rentable square
      feet existing on the Land. The term “Building” includes all fixtures and
      appurtenances in and to the aforesaid structure, including specifically,
      but without limitation, all above grade walkways and all electrical,
      mechanical, plumbing, security, elevator, boiler, HVAC, telephone, water,
      gas, storm sewer, sanitary sewer and all other utility systems and
      connections, all life support systems, sprinklers, smoke detection and
      other fire protection systems, and all equipment, machinery, shafts,
      flues, piping, wiring, ducts, duct work, panels, instrumentation and other
      relating thereto.

            


    

     

    
      	
              8.

            	
              “Building
      Standard”, when applied to any item, means the specifications
      therefor as provided in the final plans and specifications for the
      Building “shell” (i.e., excluding all demised space in the Building, and
      all leasehold improvements therein); and when applied to any service,
      means the level of service for such service in first-class acute care
      hospital in the vicinity of the
Complex.

            


    

     

    
      	
              9.

            	
              “Building Work”
      shall mean the work required to be completed by Landlord under the
      approved Construction Documents.

            


    

     

    
      	
              10.

            	
              “Business Day”
      means any Monday, Tuesday, Wednesday, Thursday, or Friday, unless any such
      day is a Holiday.

            


    

     

    
      
         


      

      
        Exhibit A
- Page 1

        
          

        

      

      
         


      

    

     

    
      	
              11.

            	
              “Commencement
      Date” means the date of the commencement of the Term as determined
      pursuant to Section 6.3.

            


    

     

    
      	
              12.

            	
              “Construction
      Documents” has the meaning set forth in Section 1(c) of the Work
      Letter.

            


    

     

    
      	
              13.

            	
              “Complex” means
      the Land and all improvements thereon, including, without limitation, the
      Building.

            


    

     

    
      	
              14.

            	
              “Exclusive
      Space” shall have the meaning set forth in Section
      5.4(a)

            


    

     

    
      	
              15.

            	
              “Fiscal Year”
      means a period of twelve (12) months beginning on the first day of each
      January and ending on the next following 31st
      day of December.

            


    

     

    
      	
              16.

            	
              “Force Majeure”
      means any strike, lockout, or other labor or industrial slowdown or
      activity (whether or not on the part of employees of either Party, any
      contractor, or otherwise), terrorist act or threat, civil disturbance, war
      (declared or de
      facto), act of any public enemy, riot, sabotage, blockade, embargo,
      quarantine, future valid order of any government, court, or regulatory
      body claiming jurisdiction, failure or inability to secure materials,
      equipment, or labor by reason of priority or similar regulation, order,
      decree, or proclamation of any executive, legislative, or judicial
      governmental or regulatory body, lightning, earthquake, fire, storm,
      hurricane, tornado, flood, washout, explosion, act of God, or any cause
      whatsoever, whether or not similar or dissimilar to those enumerated
      above, beyond the reasonable control of the Party alleging Force Majeure
      as an exception to such Party's performance pursuant to this Lease,
      expressly including, without limitation, any delay caused by the other
      Party to the Lease, or any officer, director, shareholder, partner,
      employee, agent, contractor, or Affiliate of such Party; provided,
      however, lack of funds by a Party does not constitute a cause beyond the
      control of such Party.

            


    

     

    
      	
              17.

            	
              “Holidays” shall
      mean (a) New Year’s Day, Good Friday, Memorial Day, Independence Day,
      Labor Day, Thanksgiving Day and Christmas Day, and (b) other days which
      are designated by Landlord. If the Holiday occurs on a Saturday or Sunday,
      the Friday preceding or the Monday following may, at Landlord’s
      discretion, be observed as a
Holiday.

            


    

     

    
      	
              18.

            	
              “HVAC” means the
      heating, ventilation and air conditioning of the Building, including all
      systems and components thereof.

            


    

     

    
      	
              19.

            	
              “Impositions”
      means (a) all real estate, personal property, rental, water, sewer,
      transit, use, occupancy and other taxes, assessments, charges, excises,
      and levies (including any interest, costs or penalties with respect
      thereto), general and special, ordinary and extraordinary, foreseen and
      unforeseen, of any kind or nature whatsoever which are assessed, levied,
      charged, or imposed by any governmental or quasi-governmental authority
      upon or with respect to any Rent or the Complex, or any portion thereof,
      or the sidewalks, streets, or alley ways adjacent thereto, or the
      ownership, use, occupancy, or enjoyment thereof; and (b) all charges for
      any easement, license, permit, or agreement maintained for the benefit of
      the Complex. “Impositions” shall not include income taxes, estate and
      inheritance taxes, excess profit taxes, franchise taxes, taxes imposed on
      or measured by the income of Landlord, and taxes imposed on account of the
      transfer of ownership of the Complex or any interest therein or part
      thereof. If any or all of the Impositions are discontinued and, in
      substitution therefor, taxes, assessments, charges, excises or impositions
      are assessed, levied, charged or imposed wholly or partially on the Rent
      received or payable hereunder (a “Substitute
      Imposition”), then the Substitute Imposition shall be deemed to be
      included in the term “Impositions”.

            


    

     

    
      
         


      

      
        Exhibit A
- Page 2

        
          

        

      

      
         


      

    

     

    
      	
              20.

            	
              “Improvements”
      has the meaning set forth in Section 1(d) of the Work
    Letter.

            


    

     

    
      	
              21.

            	
              “Insurers” means
      the agents and underwriters who issue any policies of insurance (including
      payment, performance, fidelity, appeal, surety, and other bonds) with
      respect to the Complex, the Leased Premises, Landlord, Tenant, or any
      physician practicing in the Leased Premises, and all other groups,
      organizations, and bodies establishing or suggesting insurance rates or
      provisions with respect to the Complex, the Leased Premises, Landlord, or
      Tenant.

            


    

     

    
      	
              22.

            	
              “Land” means the
      real property on which the Building is located and which is further
      described on Exhibit B
      hereto.

            


    

     

    
      	
              23.

            	
              “Landlord’s
      Mortgagee” means the mortgagee of any Mortgage encumbering
      Landlord’s interest in the Complex, and the beneficiary of any deed of
      trust encumbering Landlord’s interest in the Complex, as now or hereafter
      in existence covering all or any portion of the Leased Premises, and their
      respective successors, assigns, and
purchasers.

            


    

     

    
      	
              24.

            	
              “Landlord Related
      Party” means Landlord, any Affiliate of Landlord, any employee,
      shareholder, partner, member, officer, director, agent, attorney,
      contractor, or licensee of Landlord, or of any Affiliate of Landlord, and
      the legal representatives, successors, assigns, and permitted transferees
      of any of the foregoing.

            


    

     

    
      	
              25.

            	
              “Lease” means
      this Lease,  as renewed, modified, extended, and/or amended in
      accordance with Section 3.

            


    

     

    
      	
              26.

            	
              “Leased
      Premises” means the Land and all improvements constructed by
      Landlord pursuant to this Lease, including without limitation the
      Building. The estimated Net Rentable Area of the Leased Premises is 40,000
      square feet and is shown on Exhibit C
      hereto. Once architect’s plans for the Building are available, and
      Construction Documents for the Leased Premises have been approved in
      accordance with the Work Letter, then floor plans and a site plan of the
      Leased Premises shall be initialed by the Parties, shall specifically
      state that it is the substitute Exhibit C
      contemplated hereby, and shall be attached hereto as Exhibit C and
      in substitution for the Exhibit C
      attached hereto as of the Effective
Date.

            


    

     

    
      
         


      

      
        Exhibit A
- Page 3

        
          

        

      

      
         


      

    


    
      	
              27.

            	
              “Legal
      Requirements” means (a) all federal and state of Texas
      constitutions, statutes, laws, rules, regulations, orders, ruling,
      judicial decisions, court decrees, injunctions, writs, ordinances,
      certificates of occupancy, licenses, permits, variances, waivers,
      consents, directions, promulgations, directives, and requirements of all
      federal, state, county, regional, city, and other governmental authorities
      now or hereafter pertaining to Landlord (as relating to the Complex),
      Tenant, the Lease, the Leased Premises, the Complex, Tenant’s Permitted
      Use of the Leased Premises, and/or Tenant’s business conducted in or from
      the Leased Premises; (b) all covenants, conditions, restrictions, and
      other matters, recorded or otherwise, now or hereafter affecting or
      relating to the Complex, the Permitted Use, or the Leased Premises,
      regardless of when same become effective, so long as such matters which
      hereafter become effective do not materially and adversely affect Tenant’s
      Permitted Use of the Leased Premises; (c) all applicable federal, state,
      county, and city laws, regulations, and ordinances now or hereafter
      pertaining to air quality, water quality, Hazardous Substances,
      Bio-Hazardous Medical Waste, air emissions, utility conservation, and
      other environmental matters; (d) all zoning and other land use matters;
      (e) utility and parking availability and usage requirements; (f) the
      directions of any public officials which now or hereafter impose any duty
      upon Landlord or Tenant with respect to the ownership, operation,
      management, maintenance, use, or occupancy of the Leased Premises or the
      Complex; and (g) the requirements of all
  Insurers.

            


    

     

    
      	
              28.

            	
              “Mortgage” means
      any mortgage, deed of trust, or instrument for the benefit of any
      Landlord’s Mortgagee, including all renewals, extensions, and
      rearrangements thereof and all obligations thereunder and/or secured
      thereby.

            


    

     

    
      	
              29.

            	
              “Net Rentable
      Area” means the area determined pursuant to the Work Letter. The
      Net Rentable Area of the Leased Premises is estimated to be 40,000 square
      feet. Such measurements are subject to revision following substantial
      completion of construction and field verification based on the standards
      set forth in said Work Letter.

            


    

     

    
      	
              30.

            	
              “Operating
      Expenses” means all costs and expenses which Landlord pays or
      accrues by virtue of the leasehold or fee title ownership (excluding costs
      and expenses for internal organizational matters of Landlord), use,
      management, maintenance, service, operation, insurance, or condition of
      the Complex during a particular Fiscal Year or portion thereof, as
      determined by Landlord or its certified public accountants in accordance
      with consistently applied accounting principles. “Operating Expenses”
      include, but are not limited to, the following to the extent they relate
      to the Complex:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Cost
      of any insurance or insurance related expense applicable to the Complex
      and Landlord’s personal property used in connection therewith, together
      with commercially reasonable deductibles amounts incurred in the Fiscal
      Year;

            


    

     

    
      	
               
      

            	
              (b)

            	
              All
      taxes and assessments and governmental charges whether federal, state,
      county or municipal, including any fees, assessments and charges levied
      against the Complex and whether they be by taxing or management districts
      or authorities presently taxing or by others, subsequently created or
      otherwise, and any other taxes and assessments attributable to the Complex
      (or its operation), and the grounds, parking areas, driveways, and alleys
      around the Building, excluding, however, federal and state taxes on income
      (collectively, “Taxes”); if the
      present method of taxation changes so that, in lieu of or in addition to
      the whole or any part of any Taxes levied on the Complex, or in part
      hereof, there is levied on Landlord a capital tax directly on the rents
      received therefrom or a franchise tax, assessment, or charge based, in
      whole or in part, upon such rents for the Building, then all such taxes,
      assessments, or charges, or the part thereof so based, shall be deemed to
      be included within the term “Taxes” for the purposes
    hereof.

            


    

     

    
      
         


      

      
        Exhibit A
- Page 4

        
          

        

      

      
         


      

    

     

    
      	
              31.

            	
              “Parking Area”
      means any parking area, open or covered, at the Complex servicing the
      Building.

            


    

     

    
      	
              32.

            	
              “Party” means
      Landlord or Tenant, and “Parties” means
      Landlord and Tenant.

            


    

     

    
      	
              33.

            	
              “Permitted Use”
      means only those uses permitted pursuant to Section
  4.

            


    

     

    
      	
              34.

            	
              “Person” means
      any individual, corporation, partnership, limited liability company,
      trust, estate, unincorporated association, or other legal entity; any
      governmental department, bureau, agency, instrumentality, or subdivision
      of the City of Dallas, Dallas County, the State of Texas, or the United
      States; any Insurer; and any Landlord’s
  Mortgagee.

            


    

     

    
      	
              35.

            	
              “Rent” means
      Base Rent, Additional Rent, and all other amounts provided for under this
      Lease to be paid by Tenant, whether as Additional Rent or
      otherwise.

            


    

     

    
      	
              36.

            	
              “Sublease” means
      a Transfer of less than all of Tenant’s entire right, title, and interest
      in and to Tenant’s leasehold estate created by this
  Lease.

            


    

     

    
      	
              37.

            	
              “Rent Commencement
      Date” has the meaning set forth in Section
  5.1.

            


    

     

    
      	
              38.

            	
              “Taking” or
      “Taken”
      means, with respect to any portion of or interest in the Complex or this
      Lease, the initiation or receipt of notice of actual or constructive
      condemnation, or the initiation of actual or constructive acquisition by
      or under threat of condemnation, eminent domain or similar proceeding by,
      or at the direction of, any governmental authority or
    agency.

            


    

     

    
      	
              39.

            	
              “Tenant Hours”
      means twenty-four (24) hours per day, seven (7) days per
    week.

            


    

     

    
      	
              40.

            	
              “Tenant
      Principals” means the Persons listed on Exhibit G
      attached hereto and made a part hereof for all
  purposes..

            


    

     

    
      	
              41.

            	
              “Tenant Related
      Party” means Tenant, any Affiliate of Tenant, any employee,
      shareholder, partner, member, officer, director, agent, attorney,
      contractor, or licensee of Tenant or of any Affiliate of Tenant, and the
      legal representatives, successors, assigns, and permitted Transferees of
      any of the foregoing.

            


    

     

    
      	
              42.

            	
              “Term” means the
      term of this Lease provided in Section 3, above, as the same may be
      extended pursuant to Exhibit E or
      sooner terminated as provided
herein.

            


    

     

    
      	
              43.

            	
              “Transfer” means
      (a) an assignment (direct or indirect, absolute or conditional, by
      operation of law or otherwise) by Tenant of all or any portion of Tenant’s
      interest in this Lease or the leasehold estate created hereby, (b) a
      Sublease, or (c) the grant or conveyance by Tenant of any concession or
      license within the Leased Premises. If Tenant is a corporation, then any
      transfer of this Lease by merger, consolidation or dissolution, or by any
      change in ownership or power to vote a majority of the voting stock
      (being  the shares of stock regularly entitled to vote for the
      election of directors) in Tenant outstanding at the time of execution of
      this Lease constitutes a Transfer. If Tenant is a partnership having one
      or more corporations as general partners, the preceding sentence shall
      apply to each corporation as if the corporation alone had been the Tenant
      hereunder. If Tenant is a general or limited partnership, limited
      liability company, joint venture, or other form of association, the
      transfer of a majority of the ownership interests therein constitutes a
      Transfer.

            


    

     

    
      
         


      

      
        Exhibit A
- Page 5

        
          

        

      

      
         


      

    

     

    
      	
              44.

            	
              “Trade Fixtures”
      has the meaning set forth in Section 11 of this
  Lease.

            


    

     

    
      	
              45.

            	
              “Transferee”
      means the assignee, sublessee, pledgee, concessionee, licensee or other
      transferee of all or any portion of Tenant’s interest in this Lease, the
      leasehold estate created hereby, or the Leased
  Premises.

            


    

     

    
      	
              46.

            	
              “Work Letter”
      means Exhibit
      D attached hereto and made a part hereof for all
      purposes.

            


    

     

    
      
         


      

      
        Exhibit A
- Page 6

        
          

        

      

      
         


      

    

     

    EXHIBIT
B

     

    LEGAL DESCRIPTION OF
LAND

     

    FIELD
NOTES:

     

    BEING a tract or parcel of
land situated in the Eli Chandler Survey, Abstract Number 356, and being part of
Block M/7940, Brookhollow Place, Section Four, an addition to the City of
Dallas, Texas, as recorded in Volume 71084, Page 1943, Plat Records, Dallas
County, Texas, and being more particularly described by metes and bounds as
follows:


     

    
      	
              26.

            	
              COMMENCING
      at a 1/2-inch iron rod
      found at the most Southerly Northwest corner of said Block M/7940, Section
      Four, and being the intersection of the Northeast right-of-way line of
      Interstate Highway 35-E (Stemmons Freeway, a variable width right-of-way)
      with it’s intersection of the most Southerly end of a corner clip for the
      South right-of-way line of Empire Central (an 80-foot wide
      right-of-way);

            


    

     

    THENCE North
34°06'00" East, along said corner clip on the Northerly line of said Block
M/7940, Section Four, and the Southerly right-of-way line of said Empire
Central, a distance of 50.00 feet to a 1/2-inch iron rod found for
corner;


     

    THENCE North 78°58'27" East,
along the Northerly line of said Block M/7940, Section Four, and the Southerly
right-of-way line of said Empire Central, a distance of 107.96 feet to a
1/2-inch iron rod found for corner at the beginning of a curve to the right
whose chord bears North 89°04'20" East, 285.80 feet;


     

    THENCE in a Northeasterly
direction along said curve to the right having a central angle of 36°11'49", a
radius of 460.00 feet, and an arc length of 290.61 feet to a 1/2-inch iron rod
found for corner;


     

    THENCE South 72°49'45" East,
continuing along the Northerly line of said Block M/7940, Section Four, and the
Southerly right-of-way line of said Empire Central, a distance of 16.28 feet to
the POINT OF
BEGINNING:

     

    THENCE South 72°49'45" East,
continuing along the Northerly line of said Block M/7940, Section Four, and the
Southerly right-of-way line of said Empire Central, passing at 165.08 feet a
5/8-inch iron rod with yellow cap marked “Cotton Surveying”, for a total
distance of 427.72 feet to a 5/8-inch iron rod with yellow cap stamped “Cotton
Surveying” (hereinafter referred to as iron rod set), set for the Northwest
corner of a corner clip between the South right-of-way line of said Empire
Central and the Westerly right-of-way line of Brookriver Drive (a 65-foot wide
right-of-way);


    
      
         


      

      
        Exhibit B
– Page 1

        
          

        

      

      
         


      

    

     

    THENCE South 27°49'45" East,
along said corner clip, a distance of 14.14 feet to an iron rod set for
corner;


     

    THENCE South 17°10'15" West,
along the Westerly line of said Brookriver Drive, a distance of 62.32 feet to an
iron rod set for corner at the beginning of a curve to the left whose chord
bears South 06°10'29" West, 204.17 feet;


     

    THENCE in a Southerly
direction along said curve to the left having a central angle of 21°59'32", a
radius of 535.20 feet, and an arc length of 205.43 feet to an iron rod set for
corner;


     

    THENCE North 72°49'45" West,
leaving the Westerly line of said Brookriver Drive, a distance of 441.58 feet to
an “X” cut in concrete found for corner in the East line of Block M/7940,
Section Four A, Brookhollow Place, as recorded in Volume 98065, Page 35, Plat
Records, Dallas County, Texas;


     

    THENCE North 06°30'23" East,
along the East line of said Block M/7940, Section Four A, a distance of 20.35
feet to an “X” cut in concrete found for corner;


     

    THENCE South 72°49'45" East,
leaving the East line of said Block M/7940, Section Four A, a distance of 16.28
feet to an “X” cut in concrete found for corner;


     

    THENCE North 06°30'23" East a
distance of 257.19 feet to the POINT OF BEGINNING and containing 2.645 acres of
land, more or less.

     

    
      
         


      

      
        Exhibit B
– Page 2

        
          

        

      

      
         


      

    

     

    EXHIBIT
D

     

    WORK
LETTER

     

    
      	
            	
              1.

            	
              Preparation
      of Plans.

            


    

     

    (a)           Design
Program.  To the
extent Tenant has not previously approved Tenant’s program (the “Program”) for the Building and improvements to
be constructed on the Land prior to the execution of this Lease (and included in Exhibit
B-1 attached hereto and
made a part hereof for all purposes), Landlord will prepare and deliver to
Tenant for Tenant’s approval the remainder of the Program
within thirty (30) days
from the Effective Date of this Lease.  The Program is subject to
Tenant’s approval, which approval shall not be
unreasonably withheld.  In the event Tenant fails to
disapprove any part of the Program delivered by Landlord to Tenant after
execution of this Lease within five (5) days after the date of delivery thereof,
Tenant will be deemed to have approved the same.  Upon approval by Landlord
and Tenant, the remainder
of the Program will be
added to Exhibit
B-1 of this
Lease.

     

    (b)           Plans.  The Outline Specifications (herein so
called) are attached hereto as Exhibit
C and made a part hereof
for all purpose.  Based upon the Program and the Outline
Specifications, Landlord
shall prepare the design plans for the Building and other improvements
(collectively, the “Schematic
Plans”) consistent with the
Program and the Outline
Specifications.  Tenant shall have the right
to approve the Schematic Plans, which approval shall not be unreasonably
withheld; provided
that, Tenant will only have the right to
object to the Schematic Plans to the extent the same are inconsistent with the
Program, the Outline
Specifications or previous
agreements of Landlord and Tenant with respect to the design of the
Improvements.  In the event Tenant fails to notify Landlord
of any objections to the Schematic Plans within five (5) days after the delivery hereof by Landlord, then the Schematic Plans shall
be deemed to be approved.  After Tenant’s approval (or deemed approval) of the
Schematic Plans, Landlord
shall provide to Tenant for its approval working drawings (the “Plans”) depicting the Building and
improvements to be constructed on behalf of Tenant; provided that, Tenant shall only have the right to
object to the Plans to the extent the same are inconsistent with the
Schematic Plans, the
Outline Specifications or
previous agreements of Landlord and Tenant with respect to the design of the
Improvements.  To the extent Tenant fails to notify Landlord that it
disapproves of the initial Plans within five (5) days after the delivery thereof by Landlord, then Tenant shall be deemed to have
approved the Plans in question.  During the process of approval of the
Plans, Landlord shall cooperate with and make reasonable good faith efforts to
accommodate
Tenant’s stated needs and desires for the look,
layout, and function of the Premises, provided that Landlord need not approve or
accommodate Tenant’s requests which have a material adverse
impact on the Building Shell.

     

    Landlord and Tenant both
agree to act reasonably in
reviewing and commenting on, and agreeing upon, the Program, Schematic Plans and
Plans.  However,
in the event Landlord and Tenant fail to agree upon the Plans, Schematic Plans or Plans within thirty
(30) days after Landlord’s delivery of the same to Tenant, Landlord shall
have the right to terminate this Lease upon delivery of written notice to Tenant
at any time prior to approval of such items by both by Landlord and
Tenant.

     

    
      
        
        

      

      
        Exhibit D
- Page 1

        
          

        

      

      
        
        

      

    

     

    (c)           Construction
Documents.  As used herein, the term “Construction Documents” means the plans and specifications for
the Improvements to be constructed as finally approved (or deemed approved) by Landlord and
Tenant.

     

    (d)           Improvements.  As used herein, the term
“Improvements” shall mean all improvements
provided for in the
Construction Documents.

     

    (e)           Responsibility
Matrix.  The
responsibility of Landlord (as Owner), Tenant and contractor for the various
elements of the Improvements and for fixtures, equipment, signs and other items
to be installed is set forth in the Responsibility Matrix attached to
this Lease as Exhibit
B-2.

     

    
      	
            	
              2.

            	
              Construction.

            


    

     

    (a)           Contractor.  On or before the completion
of the Construction Documents, Landlord shall select a qualified general contractor for the construction
of the Improvements. Such
contractor shall meet the following qualifications:  (A) the
contractor shall be a contractor who has successfully completed work of a
similar nature and complexity on three (3) or more other comparable projects
within the last five (5) years; (B) the contractor shall be capable of
securing bonding and insurance for the potential contract (it being agreed,
however, that Landlord may but shall not be required to bond such contract); and
(C) the contractor shall have been in the business of performing general contractor services with prior
health care facility experience for a minimum of five (5) years within the
metropolitan area in which the Building is located. The final decision on the
terms and conditions of the contract with such contractor shall be made by Landlord after consultation
with Tenant.   The contractor so selected shall construct the
Improvements.  Any architect or engineers used by Landlord or the
contractor for the project shall have a certificate of professional liability
insurance for three (3) years past the completion
date of the project.

     

    (b)           Construction of
Improvements.  Landlord shall use
commercially reasonable and diligent efforts to cause the Improvements to be
completed in a good and workmanlike manner and in accordance with the Construction Documents and all
applicable laws (including, without limitation, the American’s With Disabilities
Act).

     

    (c)           Construction
Representatives.  Landlord’s and Tenant’s representatives for coordination of
construction and approval
of change orders will be as
follows, provided that either party may change its representative upon written
notice to the other:

    


    
      
        	
                Landlord’s
      Representative:

              	
                Michael
      Graham

              
	 
      	
                Project
      Manager

              
	 
      	
                The
      Cirrus Group, LLC

              
	 
      	
                9301
      N. Central Expressway, Suite 300

              
	 
      	
                Dallas,
      TX  75231

              
	 
      	
                Telephone:  214-953-1722

              
	 
      	
                Facsimile:   214-953-0278

              


      

    

     

    
      
        
        

      

      
        Exhibit D
- Page 2

        
          

        

      

      
        
        

      

       

      
        
          	
                  Tenant’s
      Representative:

                	
                  Ann Leon

                
	 
      	
                  6161
      Harry Hines Boulevard Suite 100

                
	 
      	
                  Dallas,
      Texas 75235

                
	 
      	
                  Telephone:   (214)
      525-0619

                
	 
      	
                  Facsimile:    (214)
      525-0664

                


        

      

    

      

    (d)           Change Orders.  Tenant or Landlord may initiate changes in the work
described in the Construction Documents.  A change order shall not be
considered authorized by Tenant unless issued or approved in writing by
Tenant’s authorized
representative.  Each change order requested by Tenant must receive the prior written approval
of Landlord, such approval not to be unreasonably withheld,
conditioned, or
delayed.  If Tenant requests a change order, the cost of the work
provided under such change order will be paid by Tenant to Landlord in a
lump sum as a condition to
approval and prior to the
commencement of the work covered by such change order. Further, in the event the Outline
Specifications include any allowance with respect to any portion of the work or
materials or equipment to
be provided (collectively, “Allowance Work”), once the actual cost of the Allowance
Work is determined (including but not limited to, by issuance of a change order
therefor), Tenant shall pay to Landlord within ten (10) days after delivery to
Tenant of Landlord’s invoice therefor, the amount by which
the cost of the Allowance Work exceeds the allowance provided under the Outline
Specifications.  Landlord may deliver the invoice for such additional
cost as soon as the actual cost of the Allowance Work has been determined. 

     

    (e)           Tenant’s Inspection
Rights.  Landlord
shall convene regular progress meetings and walk-throughs with the Tenant, the
architect, and the general contractor involved in the construction of the
Improvements to discuss the progress of such construction.  Landlord shall give
Tenant at least three (3) business days notice of such
meetings.  Tenant or its agents shall have the right at any and all
reasonable times to conduct inspections, tests, surveys and reports of work in
progress.

     

    (f)           Access
During
Construction. Tenant, its contractors and
subcontractors shall be permitted access  to the Premises only with
the consent of Landlord (which consent shall not be unreasonably withheld)
during the sixty (60) days prior to the delivery of the Premises to Tenant,  for the purpose of
installing Tenant’s furniture, fixtures and equipment
(including Tenant’s data and telephone equipment and
related cabling), to the extent not installed as a part of the work in the
Premises by Landlord and for other activities related to Tenant’s preparation for occupying the
Premises; provided,
however, that such access
shall be permitted only to the extent the same will not unreasonably interfere
with the completion of work by Landlord or Landlord’s contractors or subcontractors. Landlord shall have the right to impose
reasonable requirements on the timing, manner of access and extent of access
permitted during such period.

     

    
      
        
        

      

      
        Exhibit D
- Page 3

        
          

        

      

      
        
        

      

    

     

    (g)           Walk-Through;
Punchlist.  When the construction of the
Improvements is Substantially Complete (as defined in Section 3, below),
as reasonably determined by
Landlord and the architect, Landlord will notify Tenant and within
three (3) business days thereafter,
Landlord’s representative and Tenant’s representative shall conduct a
walk-through of the Premises and identify any necessary touch-up work, repairs and
minor completion items that are necessary for final completion of the
Improvements in accordance with the Construction Documents.  Neither
Landlord’s representative nor Tenant’s representative shall unreasonably withhold his or her
agreement on punchlist items.  Landlord shall use reasonable efforts
to cause the contractor constructing the Improvements to complete all punchlist
items within thirty (30) days after agreement thereon; provided,
however, Landlord shall not be obligated to
engage overtime labor in order to complete such items.

     

    3.           Substantial
Completion.  As
used herein “Substantial
Completion,” “Substantially
Complete,” and any derivations thereof mean the
stage in the progress of the Work when the Work or designated portion
thereof is sufficiently complete in accordance with the Construction Documents
so that Tenant could occupy or utilize the Premises for its intended use, but
without regard to whether the governmental permits or other authorizations required for Tenant to
operate (as opposed to occupy) the Premises have been
obtained.  Further, in the event of the occurrence of one or more
Tenant Delay Days (hereafter defined) the date of Substantial Completion shall
be the date on which the Work would have been sufficiently
complete in accordance with the Construction Documents so that Tenant could
occupy or utilize the Premises for its intended use, but for the Tenant
Delay.

    


    4.           Tenant
Delay.  As used
herein, a “Tenant
Delay Day” shall mean each day of delay in the critical
path of the schedule for the completion of the construction of the Improvements
that occurs:  (a) because of Tenant’s failure to timely deliver or approve
any required documentation, (b) because of any change by Tenant to the work described in the
Construction Documents or finally approved by Landlord and Tenant, or (c)
because Tenant or a contractor or agent of Tenant otherwise causes a delay in
the critical path of completion of the Improvements.  As used herein
the term “Tenant
Delay” shall mean and refer to the existence
of one or more Tenant Delay Days.

    


    5.           Mutual
Cooperation.  The
parties agree to work together in good faith and to cooperate reasonably with
one another so as to facilitate the completion of the Improvements in accordance with the terms of
this Work Letter.

    


    6.           Conflict. In the event of any conflict between the
provisions of this Exhibit
C and the provisions of the
Lease, the provisions of this Exhibit
C shall
govern.


    
      
         


      

      
        Exhibit D
- Page 4

        
          

        

      

      
         


      

    


    EXHIBIT
E

     

    RENEWAL
TERMS


     

    Provided
no uncured Event of Default exists at the time Tenant exercises its option to
extend the Term through any Renewal Term, Tenant shall have the right and option
to extend the Term of this Lease for two (2) Renewal Terms of five (5) years
each, conditioned upon Tenant exercising such option for Renewal Terms by
delivering written notice to Landlord not less than  six (6) and not
more than twelve (12) months prior to the end of the preceding Term, time being
of the essence. If for any reason Landlord does not timely receive such written
notice of the exercise of such Renewal Terms, such Renewal Term shall automatically
terminate.

     

    The
Tenant will exercise the Renewal Terms on the same terms and conditions as the
then previous term, except that Annual Basic Rental for the first Renewal Term
will be increased by two percent (2%) of the Annual Basic Rental in effect for
the previous year.  Thereafter during each Renewal Term, the Annual
Basic Rental shall increase by two percent (2%) of the Annual Basic Rental in
effect as of the end of the previous year. Upon receipt of any
request by Tenant delivered within sixty (60) days prior to the last date for
exercise of Tenant’s option, Landlord shall provide to Tenant a written
statement setting forth Landlord’s determination of the Annual Basic
Rental.

     

    Upon
commencement of the Renewal Term, except for the calculation of Annual Basic
Rental, which shall be calculated as set forth above, all references in the
Lease to “Term” shall be construed to mean Renewal Terms.


    
      
         


      

      
        Exhibit E
- Page 1

        
          

        

      

      
         


      

    


    EXHIBIT
F

     

    GUARANTY
OF LEASE

     

    THIS
GUARANTY OF LEASE (this "Guaranty") is made and entered into this ______ day of
July     ,
2007 by__________________________
(“Guarantor”), to and for the benefit of [Cirrus/GH General Entity],
a_________________ ("Landlord"), delivered pursuant to that certain Hospital
Lease Agreement ("Lease") dated ___________ between GlobalRehab, LP,
a_________  ("Tenant"), and Landlord.

     

    KNOW ALL
MEN BY THESE PRESENTS:

     

    That for good and valuable
consideration, the receipt and sufficiency whereof are hereby acknowledged,
Guarantor, intending to be legally bound, does hereby guarantee to Landlord, its
successor and assigns, the full and prompt payment by Tenant, its successors and
assigns of all obligations of the Tenant under the Lease arising or otherwise
accruing on or before the last day of the seventh (7th) Year
(hereafter defined) of the Term (hereafter defined), subject to the following
limitations:

     

    
      	
               
      

            	
              (1)

            	
              As
      to any Base Rent or other sums due under the Lease, this Guaranty is a
      several guaranty, not joint and several with other guaranties obtained by
      Landlord with respect to the Lease.  Guarantors share of Base
      Rent and other monetary sums payable under the Lease shall be                     
      percent (_____%), not to exceed the aggregate sum of _____________ and
      No/100 Dollars ($_________).

            


    

     

    
      	
               
      

            	
              (2)

            	
              At
      such time, if ever, that Tenant’s Required EBITDA Coverage Ratio
      (hereafter defined) is maintained for a period of three (3) consecutive
      Years, then Guarantors liability under this Guaranty shall terminate as of
      the last day of such third (3rd)
      consecutive Year.

            


    

     

    
      	
               
      

            	
              (3)

            	
              As
      used herein, the terms (i) “EBITDA” shall mean earnings of Tenant before
      interest, depreciation, taxes and amortization, (ii) “Year” means a period
      of twelve (12) months, except for the first Year, which shall commence on
      the Commencement Date and end on the last day of the twelfth (12th)
      full calendar month following the Rent Commencement Date, with the second
      Year commencing on the next day following the end of the first Year and
      each subsequent Year commencing on each subsequent anniversary of the
      second Year, (iii) “Required EBITDA Coverage Ratio” means, in respect of
      any Year, the EBITDA of Tenant for such Year being equal to or greater
      than three (3) times the aggregate Rent for such Year, and (iv) other
      terms appearing herein with the first letter thereof capitalized which are
      not otherwise defined shall have the respective meanings set forth in the
      Lease.

            


    

     

    
      
        
        

      

      
        Exhibit F
- Page 1

        
          

        

      

      
        
        

      

    

     

    Guarantor agrees that (a) the
obligations of Guarantor pursuant to this Guaranty shall be binding upon
Guarantor without any further notice or acceptance thereof; (b) this Guaranty
shall not be affected by reason of assertion by Landlord against Tenant of any
rights or remedies reserved to Landlord in the Lease or by reason of any summary
or other proceedings against Tenant; (c) Guarantor will pay Landlord all amounts
guaranteed hereby; (d) no extension, forbearance, or leniency extended by
Landlord to Tenant shall discharge Guarantor from Guarantor's obligations
hereunder, and Guarantor agrees at all times that Guarantor will be liable
notwithstanding that Guarantor has obligations hereunder, and Guarantor agrees
at all times that Guarantor will be liable notwithstanding that Guarantor has
had no notice of such default or of any such extension, forbearance, or
leniency; (e) Landlord and Tenant, without notice to or consent by Guarantor,
may, at any time or from time to time, enter into such changes, modifications,
extensions, renewals of the Term of the Lease, expansions of the Premises,
amendments, or other covenants with respect to the Lease, and that Guarantor
shall not be released thereby, it being intended that any joinder, waiver,
consent, or agreement, by Tenant, by its own operation, shall be deemed to be a
joinder, consent, waiver, or agreement by Guarantor with respect to the Lease as
so modified, extended, amended, or otherwise affected.

     

    This Guaranty is a guaranty of payment,
not of collection.  This Guaranty is of a continuing nature and shall
remain in full force and effect until all the terms, covenants, conditions and
agreements contained in the Lease are fully performed and observed; provided
that, if Tenant is released upon any assignment of the Lease, then Guarantor
shall be released from this Guaranty as of the effective date of the release of
Tenant from liability under the Lease.  In the event any payment made
by Tenant in satisfaction of any obligation of Tenant is returned by Landlord as
a result of a court order or directive or requirement of law (in connection with
any bankruptcy proceeding or otherwise) that obligation shall, for purposes of
this Guaranty, be deemed to continue in existence and shall include any payment
returned.

     

    Guarantor waives any and all notice of
nonperformance or demand upon Tenant, and any opportunity to cure any Default of
Tenant. Guarantor further agrees that all obligations of Guarantor under this
Lease are independent of the obligations of Tenant under the Lease and that a
separate action may be brought against Guarantor whether or not an action is
commenced against Tenant under the Lease.

     

    Guarantor further agrees to be bound by
each and every covenant, agreement, duty, liability and obligation, as set forth
in the Lease, with the same force and effect as if Guarantor were designated in
and had executed the Lease as "Tenant" thereunder, it being specifically
understood and agreed by Guarantor that Guarantor's liability under the Lease
shall be primary, and that in any right of action which may accrue to Landlord
under the Lease, Landlord may, at Landlord's option, proceed directly against
Guarantor with or without having commenced any action against or having obtained
any judgment against Tenant or any successor or assignee of Tenant.

     

    
      
        
        

      

      
        Exhibit F
- Page 2

        
          

        

      

      
        
        
 

    

    Neither Guarantor's obligations to make
payment in accordance with this Guaranty nor any remedy for the enforcement
thereof shall be impaired, modified, changed, or released in any manner
whatsoever by any impairment, modification, change, release, or limitation on
the liability of Tenant or Tenant's estate in bankruptcy, or of any remedies for
the enforcement thereof resulting from the operation of any present or future
provision of any federal or state bankruptcy, insolvency, or other similar law,
or from the appointment of a receiver or from the decision of any court, or the
actual or purported rejection of the Lease by a trustee in bankruptcy on behalf
of Tenant.

     

    The obligations of the undersigned
under this Guaranty shall not be terminated, affected, or impaired in any manner
by reason of:

     

    
      	
               
      

            	
              a.

            	
              The
      assertion by Landlord against Tenant of any of the rights or remedies
      available to Landlord under the
Lease;

            


    

     

    
      	
               
      

            	
              b.

            	
              The
      failure of Landlord to exhaust or pursue any of Landlord's rights or
      remedies available against Tenant or any other
  guarantor;

            


    

     

    
      	
               
      

            	
              c.

            	
              The
      granting by Landlord of any indulgences or extensions of time to
      Tenant;

            


    

     

    
      	
               
      

            	
              d.

            	
              Any
      subletting of all or part of the Premises or any assignment or other
      transfer of the Lease which does not result in the release of Tenatn from
      liability under the Lease;

            


    

     

    
      	
               
      

            	
              e.

            	
              Any
      defenses, setoffs, or counterclaims of
Tenant;

            


    

     

    
      	
               
      

            	
              f.

            	
              Landlord's
      release or discharge of any other guarantor;
or

            


    

     

    
      	
               
      

            	
              g.

            	
              Landlord's
      receipt, application, release, or impairment of any security or collateral
      given to secure the performance and observance of the terms and covenants
      of the Lease.

            


    

     

    The undersigned subordinates any
liability or indebtedness of Tenant now or hereafter held by the undersigned to
the obligations of Tenant to the Landlord under the Lease.

     

    If Landlord takes any action or
participates in any proceeding to enforce the Lease, this Guaranty, or to
protect Landlord's rights hereunder or thereunder (including, but not limited
to, bankruptcy, appellate, and post judgment proceedings), the undersigned shall
pay to Landlord all costs and expenses, including reasonable attorneys' fees,
incurred or expended by Landlord in connection therewith.

     

    This Guaranty shall be governed by and
construed under the laws of the State of Texas.  Venue for any legal
proceedings under this Guaranty shall be Dallas County, Texas, the location of
the premises demised under the Lease.  For purposes of this Guaranty,
Guarantor submits itself to the jurisdiction of the Courts of the State of
Texas.

     

    
      
        
        

      

      
        Exhibit F
- Page 3

        
          

        

      

      
        
        

      

    

     

    It is agreed that the provisions of
this Guaranty shall bind the successors and assigns of Guarantor and shall inure
to the benefit of the legal representatives, heirs, successors, and assigns of
Landlord.

     

    IN
WITNESS WHEREOF, Guarantor has caused these presents to be executed under seal
this ______ day of _________ 2007.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	
                                          GUARANTOR:

                                        	 
	 
      	 
	
                                          a 

                                        	 
      	 
      	 
	 
      	 
	
                                          By:

                                        	 
      	 
	
                                          Print Name:

                                        	 
      	 
	
                                          Title:

                                        	 
      	 
	
                                          Address:

                                        	 


                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        Exhibit F
- Page 4

        
          

        

      

      
         


      

    


    EXHIBIT
G

    


    LIST
OF TENANT GUARANTORS;

    LIMITS
OF LIABILITY

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                	 
      	 	
                                                                        GLOBALREHAB-DALLAS

                                                                      	 	 	 	 
	 
      	 	
                                                                        LIMITED
      PARTNERS

                                                                      	 	 	 	 
	 
      	 	
                                                                        Jul-07

                                                                      	 	 	 	 
	 
      	 	 
      	 	 
      	 	 	 	 	 	 	 	 	 
	 
      	 	 
      	 	 
      	 	
                                                                        Actual

                                                                      	 	 	 	 	 	
                                                                        Liability

                                                                      	 
	 
      	 	
                                                                        Investor List

                                                                      	 	
                                                                        Specialty

                                                                      	 	
                                                                        Units

                                                                      	 	 	
                                                                        %

                                                                      	 	 	
                                                                        Max

                                                                      	 
	 
      	 	 
      	 	 
      	 	 	 	 	 	 	 	 	 
	
                                                                        1

                                                                      	 	
                                                                        Andrews,
      Richard

                                                                      	 	
                                                                        Family
      Practice

                                                                      	 	 	5	 	 	 	2.84	%	 	$	311,583	 
	
                                                                        2

                                                                      	 	
                                                                        Ariyo,
      Adeniran

                                                                      	 	
                                                                        Cardiologist

                                                                      	 	 	3	 	 	 	1.70	%	 	$	186,950	 
	
                                                                        3

                                                                      	 	
                                                                        Bailey,
      Cecil

                                                                      	 	
                                                                        Internal
      Medicine

                                                                      	 	 	10.167	 	 	 	5.78	%	 	$	633,573	 
	
                                                                        4

                                                                      	 	
                                                                        Baculi,
      Randi M.

                                                                      	 	
                                                                        Neurology

                                                                      	 	 	5	 	 	 	2.84	%	 	$	311,583	 
	
                                                                        5

                                                                      	 	
                                                                        Brenner,
      Claire

                                                                      	 	
                                                                        ID/Wound

                                                                      	 	 	5	 	 	 	2.84	%	 	$	311,583	 
	
                                                                        6

                                                                      	 	
                                                                        Doti,
      Anthony

                                                                      	 	
                                                                        Internal
      Medicine

                                                                      	 	 	10.167	 	 	 	5.78	%	 	$	633,573	 
	
                                                                        7

                                                                      	 	
                                                                        Fernandes,
      Valentino

                                                                      	 	
                                                                        Pulmonologist

                                                                      	 	 	5	 	 	 	2.84	%	 	$	311,583	 
	
                                                                        8

                                                                      	 	
                                                                        Gamil,
      Wafer

                                                                      	 	
                                                                        Internal
      Medicine

                                                                      	 	 	10.167	 	 	 	5.78	%	 	$	633,573	 
	 
      	 	
                                                                        Gemas,
      Terry

                                                                      	 	
                                                                        Ortho
      Surg

                                                                      	 	 	5	 	 	 	2.84	%	 	$	311,583	 
	
                                                                        9

                                                                      	 	
                                                                        Goff,
      Gary

                                                                      	 	
                                                                        Pulmonologist

                                                                      	 	 	10	 	 	 	5.68	%	 	$	623,166	 
	
                                                                        10

                                                                      	 	
                                                                        Khalid,
      Mohamad

                                                                      	 	
                                                                        Neurology

                                                                      	 	 	2	 	 	 	1.14	%	 	$	124,633	 
	
                                                                        11

                                                                      	 	
                                                                        Kottapalli,
      Mahesh

                                                                      	 	
                                                                        Infectious
      Disease

                                                                      	 	 	5	 	 	 	2.84	%	 	$	311,583	 
	
                                                                        12

                                                                      	 	
                                                                        Mitz,
      Sammy R.

                                                                      	 	
                                                                        Internal
      Medicine

                                                                      	 	 	5	 	 	 	2.84	%	 	$	311,583	 
	
                                                                        13

                                                                      	 	
                                                                        Michael
      Olantunji

                                                                      	 	
                                                                        Internal
      Medicine

                                                                      	 	 	5	 	 	 	2.84	%	 	$	311,583	 
	 
      	 	
                                                                        Narayanna,
      Jayaprakash

                                                                      	 	
                                                                        Internal
      Medicine

                                                                      	 	 	4	 	 	 	2.27	%	 	$	249,266	 
	
                                                                        14

                                                                      	 	
                                                                        Osugwu,
      Chukwma

                                                                      	 	
                                                                        Internal
      Medicine

                                                                      	 	 	5	 	 	 	2.84	%	 	$	311,583	 
	
                                                                        15

                                                                      	 	
                                                                        Perijoc,
      Mihaela

                                                                      	 	
                                                                        Internal
      Medicine

                                                                      	 	 	5	 	 	 	2.84	%	 	$	311,583	 
	
                                                                        16

                                                                      	 	
                                                                        Rimlawi,
      Michael B.

                                                                      	 	
                                                                        Orth/Spine

                                                                      	 	 	10	 	 	 	5.68	%	 	$	623,166	 
	
                                                                        17

                                                                      	 	
                                                                        Sanchez,
      Christian

                                                                      	 	
                                                                        Internal
      Medicine

                                                                      	 	 	5	 	 	 	2.84	%	 	$	311,583	 
	
                                                                        18

                                                                      	 	
                                                                        Sedighi,
      Hooman

                                                                      	 	
                                                                        PMR

                                                                      	 	 	11.167	 	 	 	6.34	%	 	$	695,890	 
	
                                                                        19

                                                                      	 	
                                                                        Taylor
      Jeff

                                                                      	 	
                                                                        Family
      Practice

                                                                      	 	 	5	 	 	 	2.84	%	 	$	311,583	 
	
                                                                        20

                                                                      	 	
                                                                        Thorton,
      Michael

                                                                      	 	
                                                                        General
      Surgery

                                                                      	 	 	2	 	 	 	1.14	%	 	$	124,633	 
	
                                                                        21

                                                                      	 	
                                                                        Thota,
      Archana

                                                                      	 	
                                                                        Internal
      Medicine

                                                                      	 	 	10.167	 	 	 	5.78	%	 	$	633,573	 
	
                                                                        22

                                                                      	 	
                                                                        Torres,
      Fernando

                                                                      	 	
                                                                        Pulmonologist

                                                                      	 	 	5	 	 	 	2.84	%	 	$	311,583	 
	
                                                                        23

                                                                      	 	
                                                                        Viroslav,
      Joseph

                                                                      	 	
                                                                        Pulmonologist

                                                                      	 	 	5	 	 	 	2.84	%	 	$	311,583	 
	
                                                                        24

                                                                      	 	
                                                                        Won,
      Douglas

                                                                      	 	
                                                                        Orth/Spine

                                                                      	 	 	10	 	 	 	5.68	%	 	$	623,166	 
	
                                                                        25

                                                                      	 	
                                                                        Wood,
      Scott

                                                                      	 	
                                                                        Pulmonologist

                                                                      	 	 	11.167	 	 	 	6.34	%	 	$	695,890	 
	
                                                                        26

                                                                      	 	
                                                                        Zamora,
      Berto

                                                                      	 	 
      	 	 	2	 	 	 	1.14	%	 	$	124,633	 
	 
      	 	 
      	 	 
      	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	 	
                                                                        Total
      Units Sold

                                                                      	 	 
      	 	 	176.002	 	 	 	100.00	%	 	$	10,967,848	 


                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        Exhibit G
- Page 1

        
          

        

      

      
         


      

    

     

     Exhibit
10.20

     

    FIRST
AMENDMENT TO HOSPITAL LEASE AGREEMENT

     

    This First Amendment to Hospital Lease
Agreement (the “First Amendment”) is made and entered into as of September
______, 2007 (the “Effective Date”), by and between GR IRF I, LP, a Texas
limited partnership (“Landlord”), and GLOBALREHAB, LP, a Texas limited
partnership (“Tenant”).

     

    WITNESSETH:

     

    WHEREAS, Landlord and Tenant entered
into that certain Hospital Lease Agreement dated as of August 28, 2007, (the
“Lease”) of approximately 2.645 acres of land and improvements to be located
thereon containing approximately 40,000 square feet on tract of land located at
the southwest corner of Empire Central and Brookriver Drive in Dallas, Texas, as
more particularly described in the Lease (the (the “Leased Premises”);
and

     

    WHEREAS, Landlord and Tenant desire to
amend certain provisions of the Lease as more particularly set forth
herein.

     

    NOW, THEREFORE, in consideration of the
mutual promises and covenants contained herein, the parties hereto agree as
follows:

     

    1.          
Capitalized
Terms.  All capitalized terms used herein and not otherwise
defined herein shall have the meanings set forth in the Lease.

     

    2.           Base
Rent.   Section 5.1 of the Lease is hereby amended in its
entirety as follows:

     

    Base Rent. In
consideration of Landlord’s leasing the Leased Premises to Tenant and performing
Landlord’s obligations hereunder, and subject to adjustment in accordance with
Section 5.2, commencing sixty (60) days after the Commencement Date (the “Rent
Commencement Date”), and on the first day of each succeeding calendar month
thereafter during the Term, Tenant shall pay to Landlord all Rent as provided
herein, including, without limitation, annual Base Rent as follows:

     

    
      
        
          
            
              	
                      Initial Annual Rate

                    	 	
                      Estimated Initial

                      Annual Base Rent

                    	 	 	
                      Estimated Initial

                      Monthly Base Rent

                    	 
	 
      	 	 	 	 	 	 
	
                      $29.96
      per square foot of Net Rentable Area of the Leased
Premises

                    	 	$	1,198,508.00	 	 	$	99,875.67	 


            

          

        

      

    

    


    The
rentable area of the Leased Premises may vary from estimate included in this
Lease.  Once the Leased Premises have been completed, Landlord shall
calculate the rentable area of the Leased Premises and deliver to Tenant a
written notice (the “Adjustment Notice”) of the exact rentable area in square
footage of the Leased Premises.  Upon execution of the Adjustment
Notice, the rentable area of the Leased Premises as set forth in the Adjustment
Notice will replace for all purposes the square footage of the Leased Premises
otherwise set forth in this Lease and the Base Rent shall be recalculated based
upon the rentable area of the Leased Premises as set forth in the Adjustment
Notice.

    


    3.           Exhibits to
Lease.  Exhibits B-2, C and G as attached to the Lease are
hereby substituted in their entirety with Exhibits B-2, C and G as attached
hereto.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    Exhibit
10.20

    


    4.           Survival of
Lease.  Except as expressly set forth in this First Amendment,
the terms and provisions of the Lease shall continue in full force and effect
and shall survive in all respects the execution of this First
Amendment.

     

    5.           Complete
Agreement.  This First Amendment shall constitute the entire
agreement among the parties with respect to the subject matter hereof and shall
supersede any previous negotiations, commitments and writings with respect to
such subject matter.

     

    6.           Governing
Law.  This First Amendment shall be governed by and construed
in accordance with laws of the State of Texas.

     

    7.           Ratification of the
Lease.  Except as expressly modified herein, all of the terms
and provisions of the Lease are expressly reaffirmed.

     

    IN
WITNESS WHEREOF, the parties hereto have executed this
First  Amendment as of the date first above written.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	
                                          LANDLORD:

                                        
	 
	
                                          GR IRF I,
      LP,

                                        
	
                                          a
      Texas limited partnership

                                        
	 
	
                                          By:  GR
      IRF Managers, LLC,

                                        
	
                                          a
      Texas limited liability company, as General Partner

                                        
	 
      	 
      	 
      
	 
      	
                                          By:

                                        	
                                          /s/
      W.L.
      Hutchison, Jr.  

                                        
	 
      	
                                          Name: 

                                        	
                                          W.L.
      Hutchison, Jr.

                                        
	 
      	
                                          Title:

                                        	
                                          Manager

                                        
	 
      	 
      	 
      
	
                                          TENANT:

                                        
	 
      	 
      	 
      
	
                                          GLOBALREHAB,
      LP,

                                        
	
                                          a
      Texas limited partnership

                                        
	 
      	 
      	 
      
	
                                          By:

                                        	
                                          GH
      General, Inc.

                                        
	
                                          Its:

                                        	
                                          Sole
      General Partner

                                        
	 
      	 
      
	 
      	
                                          By:

                                        	
                                          /s/ Hooman
      Sedighi  

                                        
	 
      	
                                          Name:  

                                        	
                                          Hooman
      Sedighi  

                                        
	 
      	
                                          Title:

                                        	
                                          Manager

                                        


                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    Exhibit
10.20

    


    SECOND AMENDMENT TO HOSPITAL
LEASE AGREEMENT

     

    This Second Amendment to Hospital Lease
Agreement (the “Second Amendment”) is made and entered into as of November 9,
2007 (the “Effective Date”), by and between GR IRF I, LP, a Texas limited
partnership (“Landlord”), and GLOBALREHAB, LP, a Texas limited partnership
(“Tenant”).

     

    WITNESSETH:

     

    WHEREAS, Landlord and Tenant entered
into that certain Hospital Lease Agreement dated as of August 28, 2007, as
amended by that certain First Amendment to Hospital Lease Agreement dated as of
September 18, 2007 (the “Lease”) of approximately 2.645 acres of land and
improvements to be located thereon containing approximately 40,000 square feet
on tract of land located at the southwest corner of Empire Central and
Brookriver Drive in Dallas, Texas, as more particularly described in the Lease
(the (the “Leased Premises”); and

     

    WHEREAS, Landlord and Tenant desire to
amend certain provisions of the Lease as more particularly set forth
herein.

     

    NOW, THEREFORE, in consideration of the
mutual promises and covenants contained herein, the parties hereto agree as
follows:

     

    1.           Capitalized
Terms.  All capitalized terms used herein and not otherwise
defined herein shall have the meanings set forth in the Lease.

     

    2.           Financial
Reporting.   Section 25.20 of the Lease is hereby added in
its entirety as follows:

     

    25.20     Financial and Other
Reports.

    


    
      	
               
      

            	
              (a)

            	
              Within
      forty-five (45) days after the end of each fiscal quarter of Tenant during
      the first three (3) calendar years following the Commencement Date, a copy
      of the balance sheet of Tenant as of the end of each such fiscal quarter,
      and related statement of income, prepared in accordance with GAAP
      (hereafter defined) applied on a basis consistently maintained throughout
      the period of involved.  After the third calendar year following
      the Commencement Date, so long as Tenant’s EBITDA (hereafter defined) to
      Rent calculation remains at or above 2.5 to 1, the foregoing required
      balance sheet and related statement of income shall be delivered on an
      annual basis within forty-five (45) days after the end of each calendar
      year.  The statement of income provided for above in this Section 25.20
      shall include the calculation of Tenant’s EBITDA to Rent for the period
      covered in such statement.  In the event Tenant’s EBITDA to Rent
      calculation after the third year falls below 2.5 to 1, the financial
      reports required under this Section 25.20
      shall therefore be provided quarterly on the same basis as during the
      initial three (3) calendar years following the Commencement
      Date.  As used herein, the term (i) “GAAP” shall mean generally
      accepted accounting principals and (ii) “EBITDA” shall mean, in respect of
      any period of time, earnings before interest, taxes and debt
      amortization.

            


    

     

    
      
         


      

      
        - 1
-

        
          

        

      

      
         


      

    


    
      Exhibit
10.20

    

    


    
      	
               
      

            	
              (b)

            	
              Within
      one hundred and eighty (180) days after the end of each fiscal year of
      Tenant, a copy of the unaudited balance sheet of Tenant as of the end of
      such fiscal year, and related unaudited statement of income, changes in
      partners’ capital and changes in the financial position of Tenant for such
      fiscal year, prepared in accordance with GAAP applied on a basis
      consistently maintained throughout the period
  involved.

            


    

    


    
      	
               
      

            	
              (c)

            	
              Within
      one hundred and eighty (180) days after the end of each fiscal year of
      Tenant, and together with the reports furnished in accordance with clause
      (a) above, on Officer’s Certificate stating that to the best of the
      signer’s knowledge and belief after making due inquiry, Tenant is not in
      default in the performance or observance of any of the terms of this
      Lease, or if Tenant shall be in default, specifying all such defaults, the
      nature thereof, and the steps being taken to remedy the
    same.

            


    

    


    
      	
               
      

            	
              (d)

            	
              With
      reasonable promptness, such other information respecting (i) the financial
      and operational condition and affairs of Tenant and the Leased Premises,
      and (ii) the physical condition of the Leased Premises, in each case as
      Landlord may reasonably request, in the form of a questionnaire or
      otherwise, from time to time.

            


    

    


    In
addition, upon ten (10) days request of Landlord, Tenant shall make available
for review and inspection by Landlord copies of any and all written notices from
any regulatory agency relating to the hospital’s loss or suspension of its
Medicare and Medicaid certification or the revocation of the hospital’s license
to operate.

    


    3.           Exhibit to
Lease.  Exhibits B and G attached hereto are hereby substituted
in their entirety for Exhibits B and G, respectively, attached to the
Lease.

    


    4.           Survival of
Lease.  Except as expressly set forth in this Second Amendment,
the terms and provisions of the Lease shall continue in full force and effect
and shall survive in all respects the execution of this Second
Amendment.

     

    5.           Complete
Agreement.  This Second Amendment shall constitute the entire
agreement among the parties with respect to the subject matter hereof and shall
supersede any previous negotiations, commitments and writings with respect to
such subject matter.

     

    6.           Governing
Law.  This Second Amendment shall be governed by and construed
in accordance with laws of the State of Texas.

     

    7.           Ratification of the
Lease.  Except as expressly modified herein, all of the terms
and provisions of the Lease are expressly reaffirmed.  Through a
clerical error, the name of the general partner of Tenant was misstated on the
Lease and First Amendment.  By its execution below, by and through its
correct general partner, Tenant hereby affirms and ratifies the Lease (as
amended) in its entirety.

     

    IN
WITNESS WHEREOF, the parties hereto have executed this Second Amendment as of
the date first above written.

     

    
      
         


      

      
        - 2
-

        
          

        

      

      
         


      

    


    
      Exhibit
10.20

    

     

    
      	 
      	
              LANDLORD:

            
	 
      	 
      
	 
      	
              GR IRF I,
      LP,

            
	 
      	
              a
      Texas limited partnership

            
	 
      	 
      
	 
      	
              By:  GR
      IRF Managers, LLC,

            
	 
      	
              a
      Texas limited liability company, as General Partner

            
	 
      	 
      
	 
      	
              By:

            	
              /s/ W.L. Hutchison, Jr.

            	 
      
	 
      	
              Name:

            	
              W.L. Hutchison, Jr.

            	 
      
	 
      	
              Title:

            	
              Manager

            	 
      
	 
      	 
      
	 
      	
              TENANT:

            
	 
      	 
      
	 
      	
              GLOBALREHAB,
      LP,

            
	 
      	
              a
      Texas limited partnership

            
	 
      	 
      
	 
      	
              By:

            	
              GH
      General, LLC,

            
	 
      	 
      	
              its
      sole General Partner

            
	 
      	 
      	 
      
	 
      	 
      	
              By:

            	
              /s/ Hooman Sedighi

            
	 
      	 
      	
              Name:

            	
              Hooman Sedighi

            
	 
      	 
      	
              Title:

            	
              Manager

            


    

     

    
      
         


      

      
        - 3
-

        
          

        

      

      
         


      

    
   

    Exhibit
10.20

    


    EXHIBIT
B

    


    LEGAL DESCRIPTION OF
LAND

    


    BEING a tract or parcel of
land situated in the Eli Chandler Survey, Abstract Number 356, and being part of
Block M/7940, Brookhollow Place, Section Four, an addition to the City of
Dallas, Texas, as recorded in Volume 71084, Page 1943, Plat Records, Dallas
County, Texas, and being more particularly described by metes and bounds as
follows:

    


    COMMENCING at a 1/2-inch iron
rod found at the most Southerly Northwest corner of said Block M/7940, Section
Four, and being the intersection of the Northeast right-of-way line of
Interstate Highway 35-E (Stemmons Freeway, a variable width right-of-way) with
it’s intersection of the most Southerly end of a corner clip for the South
right-of-way line of Empire Central (an 80-foot wide right-of-way);

     

    THENCE North 34°06'00" East,
along said corner clip on the Northerly line of said Block M/7940, Section Four,
and the Southerly right-of-way line of said Empire Central, a distance of 50.00
feet to a 1/2-inch iron rod found for corner;

    


    THENCE North 70°58'27" East,
along the Northerly line of said Block M/7940, Section Four, and the Southerly
right-of-way line of said Empire Central, a distance of 107.96 feet to a
1/2-inch iron rod found for corner at the beginning of a curve to the right
whose chord bears North 89°04'20" East, 285.80 feet;

    


    THENCE in a Northeasterly
direction along said curve to the right having a central angle of 36°11'49", a
radius of 460.00 feet, and an arc length of 290.61 feet to a 1/2-inch iron rod
found for corner;

    


    THENCE South 72°49'45" East,
continuing along the Northerly line of said Block M/7940, Section Four, and the
Southerly right-of-way line of said Empire Central, a distance of 16.28 feet to
the POINT OF
BEGINNING:

    


    THENCE South 72°49'45" East,
continuing along the Northerly line of said Block M/7940, Section Four, and the
Southerly right-of-way line of said Empire Central, passing at 165.08 feet a
5/8-inch iron rod with yellow cap marked “Cotton Surveying”, for a total
distance of 427.72 feet to a 5/8-inch iron rod with yellow cap stamped “Cotton
Surveying” (hereinafter referred to as iron rod set), set for the Northwest
corner of a corner clip between the South right-of-way line of said Empire
Central and the Westerly right-of-way line of Brookriver Drive (a 65-foot wide
right-of-way);

    


    THENCE South 27°49'45" East,
along said corner clip, a distance of 14.14 feet to an iron rod set for
corner;

    


    THENCE South 17°10'15" West,
along the Westerly line of said Brookriver Drive, a distance of 62.32 feet to an
iron rod set for corner at the beginning of a curve to the left whose chord
bears South 05° 00’37" West, 225.48 feet;

    


    THENCE in a Southerly
direction along said curve to the left having a central angle of 24°19'15", a
radius of 535.20 feet, and an arc length of 227.18 feet to a 5/8-inch iron rod
with a brass cap marked “Budget Suites” found for the Northeast corner of Lot 2,
Block M/7940, Budget Suites of America Addition, an addition to the City of
Dallas as recorded in Volume 99089, Page 253, Plat Records, Dallas County,
Texas;

    


    THENCE North 72°49'44" West,
leaving the Westerly line of said Brookriver Drive, and along the North line of
said Lot 2, Block M/7940 of Budget Suites, a distance of 446.37 feet to a PK
Nail found for corner in the East line of Lot 3, Block M/7940, Brookhollow
Place, Section Four A, as recorded in Volume 98065, Page 35, Plat Records,
Dallas County, Texas;


    
      
         


      

      
        B -
1

        
          

        

      

      
         


      

    


    
      Exhibit
10.20

    

    


    THENCE North 06°51'55" East,
along the East line of said Lot 3, Block M/7940, Section Four A, Brookhollow
Place, a distance of 41.29 feet to an “X” cut in concrete found for the
Northeast corner of said Lot 3, Block M/7940, Section Four A, Brookhollow
Place;

    


    THENCE South 70°36'53" East, a
distance of 16.14 feet to an “X” cut in concrete found for the Southeast corner
of Lot 5, Block M/7940, Brookhollow Place, Section Four B, an addition to the
City of Dallas as recorded in Volume 2001143, Page 101, Plat Records, Dallas
County, Texas;

    


    THENCE North 06°30'23" East,
along the East line of said Lot 5, Block M/7940, Brookhollow Place, a distance
of 257.19 feet to the POINT OF BEGINNING and containing 2.849 acres of land,
more or less.

    


    ALSO
DESCRIBED AS:

     

    BEING all
that tract of land in the City of Dallas, Dallas County, Texas, a part of the
ELI CHANDLER SURVEY, ABSTRACT No. 356, a part of Dallas City Block 7940, and
being a part of Block M/7940, Brookhollow Place, Section Four, an addition to
the City of Dallas as recorded in Volume 71084, Page 1943, Dallas County Deed
Records, and being further described as follows:

    


    BEGINNING
at an “X” found in concrete for corner in the north line of said Block M/7940,
said point being the northeast corner of Lot 5, Block M/7940, Brookhollow Place
Section 4B, an addition to the City of Dallas as recorded in Volume2001143, Page
101, Dallas County Deed Records, said point being in the south line of Empire
Central Drive (80 foot right-of-way);

    


    THENCE
South 72 degrees 49 minutes 45 seconds East, 427.72 feet with the north line of
said Block M/7940 and with the south line of Empire Central Drive to a
five-eighths inch capped iron rod found for corner at the north end of a corner
clip;

    


    THENCE
South 27 degrees 49 minutes 45 seconds East, 14.14 feet to a five-eighths inch
capped iron rod found for corner at the south end of a corner clip, said point
being in the west line of Brookhollow Drive (65 foot right-of-way);

    


    THENCE
with the west line of Brookhollow Drive as follows:

           South
17 degrees 10 minutes 15 seconds West, 62.32 feet to a five-eighths inch capped
iron rod found for corner;

           Southwesterly,
227.18 feet with a curve to the left having a central angle of 24 degrees 19
minutes 15 seconds, a radius of 535.20 feet, whose chord bears South 05 degrees
00 minutes 37 seconds West, 225.48 feet to a one-half inch iron rod set with
“LONE OAK” red cap set for corner, said point being the northeast corner of
Budget Suites of America Addition, an addition to the City of Dallas as recorded
in Volume 99089, Page 253, Dallas County Deed Records;

    


    THENCE
North 72 degrees 49 minutes 44 seconds West, 446.37 feet with said Budget Suites
of America Addition to an “X” set in concrete for corner, said point being in
the east line of Lot 3, Block M/7940, Brookhollow Place Section 4A, an addition
to the City of Dallas as recorded in Volume 98065, Page 35, Dallas County Deed
Records;

    


    THENCE
North 06 degrees 51 minutes 55 seconds East, 41.29 feet to an “X” found in
concrete at the northeast corner of said Lot 3, said point being in the south
line of said Lot 5;


    
      
         


      

      
        B -
2

        
          

        

      

      
         


      

    


    
      Exhibit
10.20

    

    


    THENCE
South 70 degrees 36 minutes 53 seconds East, 16.14 feet to an “X” found in
concrete at the southeast corner of said Lot 5;

    


    THENCE
North 06 degrees 30 minutes 23 seconds East, 257.18 feet with the east line of
said Lot 5 to the POINT OF BEGINNING and containing 124,094 square feet or 2.849
acres of land.


    
      
         


      

      
        B -
3

        
          

        

      

      
         


      

    


    Exhibit
10.20

    


    EXHIBIT
G

    


    LIST
OF TENANT GUARANTORS;

    LIMITS
OF LIABILITY

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          	 
      	 	
                                                  GLOBALREHAB
      - DALLAS

                                                	 
	 
      	 	
                                                  LIMITED
      PARTNERS

                                                	 
	 
      	 	
                                                  Oct-07

                                                	 
	 
      	 	 	 
	 
      	 	 
      	 	 
      	 	
                                                  Actual

                                                	 	 	 	 	 	 	 
	 
      	 	
                                                  Investor List

                                                	 	
                                                  Specialty

                                                	 	
                                                  Units

                                                	 	 	
                                                  %

                                                	 	 	
                                                  Max Liability

                                                	 
	 
      	 	 
      	 	 
      	 	 	 	 	 	 	 	 	 
	
                                                  1

                                                	 	
                                                  Andrews,
      Richard

                                                	 	
                                                  Family
      Practice

                                                	 	 	5	 	 	 	2.84	%	 	$	311,583	 
	
                                                  2

                                                	 	
                                                  Ariyo,
      Adeniran

                                                	 	
                                                  Cardiologist

                                                	 	 	3	 	 	 	1.70	%	 	$	186,950	 
	
                                                  3

                                                	 	
                                                  Bailey,
      Cecil

                                                	 	
                                                  Internal
      Medicine

                                                	 	 	11.66663	 	 	 	6.63	%	 	$	727,033	 
	
                                                  4

                                                	 	
                                                  Baculi,
      Randi M.

                                                	 	
                                                  Neurology

                                                	 	 	5	 	 	 	2.84	%	 	$	311,583	 
	
                                                  5

                                                	 	
                                                  Brenner,
      Claire

                                                	 	
                                                  ID/Wound

                                                	 	 	5	 	 	 	2.84	%	 	$	311,587	 
	
                                                  6

                                                	 	
                                                  Doti,
      Anthony

                                                	 	
                                                  Internal
      Medicine

                                                	 	 	11.66663	 	 	 	6.63	%	 	$	727,033	 
	
                                                  7

                                                	 	
                                                  Fernandes,
      Valentino

                                                	 	
                                                  Pulmonologist

                                                	 	 	5	 	 	 	2.84	%	 	$	311,587	 
	
                                                  8

                                                	 	
                                                  Gamil,
      Wafer

                                                	 	
                                                  Internal
      Medicine

                                                	 	 	11.66663	 	 	 	6.63	%	 	$	727,033	 
	
                                                  9

                                                	 	
                                                  Gemas,
      Terry

                                                	 	
                                                  Ortho
      Surg

                                                	 	 	5	 	 	 	2.84	%	 	$	311,583	 
	
                                                  10

                                                	 	
                                                  Goff,
      Gary

                                                	 	
                                                  Pulmonologist

                                                	 	 	10	 	 	 	5.68	%	 	$	623,173	 
	
                                                  11

                                                	 	
                                                  Khalid,
      Mohamad

                                                	 	
                                                  Neurology

                                                	 	 	2	 	 	 	1.14	%	 	$	124,635	 
	
                                                  12

                                                	 	
                                                  Mitz,
      Sammy R.

                                                	 	
                                                  Internal
      Medicine

                                                	 	 	5	 	 	 	2.84	%	 	$	311,587	 
	
                                                  13

                                                	 	
                                                  Michael
      Olantunji

                                                	 	
                                                  Internal
      Medicine

                                                	 	 	5	 	 	 	2.84	%	 	$	311,583	 
	
                                                  14

                                                	 	
                                                  Osugwu,
      Chukwma

                                                	 	
                                                  Internal
      Medicine

                                                	 	 	5	 	 	 	2.84	%	 	$	311,583	 
	
                                                  15

                                                	 	
                                                  Perijoc,
      Mihaela

                                                	 	
                                                  Internal
      Medicine

                                                	 	 	5	 	 	 	2.84	%	 	$	311,583	 
	
                                                  16

                                                	 	
                                                  Rimlawi,
      Michael B.

                                                	 	
                                                  Orth/Spine

                                                	 	 	10	 	 	 	5.68	%	 	$	623,166	 
	
                                                  17

                                                	 	
                                                  Sanchez,
      Christian

                                                	 	
                                                  Internal
      Medicine

                                                	 	 	5	 	 	 	2.84	%	 	$	311,583	 
	
                                                  18

                                                	 	
                                                  Sedighi,
      Hooman

                                                	 	
                                                  PMR

                                                	 	 	12.66663	 	 	 	7.20	%	 	$	789,351	 
	
                                                  19

                                                	 	
                                                  Taylor
      Jeff

                                                	 	
                                                  Family
      Practice

                                                	 	 	5	 	 	 	2.84	%	 	$	311,587	 
	
                                                  20

                                                	 	
                                                  Thorton,
      Michael

                                                	 	
                                                  General
      Surgery

                                                	 	 	2	 	 	 	1.14	%	 	$	124,633	 
	
                                                  21

                                                	 	
                                                  Thota,
      Archana

                                                	 	
                                                  Internal
      Medicine

                                                	 	 	11.66663	 	 	 	6.63	%	 	$	727,033	 
	
                                                  22

                                                	 	
                                                  Torres,
      Fernando

                                                	 	
                                                  Pulmonologist

                                                	 	 	5	 	 	 	2.84	%	 	$	311,583	 
	
                                                  23

                                                	 	
                                                  Viroslav,
      Joseph

                                                	 	
                                                  Pulmonologist

                                                	 	 	5	 	 	 	2.84	%	 	$	311,583	 
	
                                                  24

                                                	 	
                                                  Won,
      Douglas

                                                	 	
                                                  Orth/Spine

                                                	 	 	10	 	 	 	5.68	%	 	$	623,166	 
	
                                                  25

                                                	 	
                                                  Wood,
      Scott

                                                	 	
                                                  Pulmonologist

                                                	 	 	12.66633	 	 	 	7.20	%	 	$	789,332	 
	
                                                  26

                                                	 	
                                                  Zamora,
      Berto

                                                	 	
                                                  Internal
      Medicine

                                                	 	 	2	 	 	 	1.14	%	 	$	124,633	 
	 
      	 	 
      	 	 
      	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	 	
                                                  Total
      Units Sold

                                                	 	 
      	 	 	175.9995	 	 	 	100.00	%	 	$	10,967,817	 


                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
        G - 1

        
          

        

      

      
         


      

    

    
       

      Exhibit
10.20

       

      
        THIRD AMENDMENT TO HOSPITAL
LEASE AGREEMENT

        


        This
Third Amendment to Hospital Lease Agreement (the "Third Amendment") is made and
entered into as of February 19, 2009 (the "Effective Date"), by and between GR
IRF I, LP, a Texas limited partnership ("Landlord"), and GLOBALREHAB, LP, a
Texas limited partnership ("Tenant").

        


        W I T N E S S E T H:

        


        WHEREAS,
Landlord and Tenant entered into that certain Hospital Lease Agreement dated as
of August 28, 2007, as amended by that certain First Amendment to Hospital Lease
Agreement dated as of September 18, 2007, and by that certain Second Amendment
to Hospital Lease Agreement,
dated as of November 9, 2007 (as amended, the "Lease"), of approximately
2.645 acres of land and improvements to be constructed thereon containing
approximately 40,000 square feet and located at the southwest corner of Empire
Central and Brookriver Drive in Dallas, Texas, as more particularly
described in the Lease (the "Leased Premises");

        


        WHEREAS,
Landlord is subject to certain insurance requirements (the "Landlord's Mortgagee
Insurance Requirements") pursuant to that certain Construction Loan Agreement,
dated November 9, 2007, between Landlord, as Borrower, and Stillwater National
Bank and Trust Company ("Landlord's Mortgagee");

        


        WHEREAS,
Tenant desires to assume responsibility for complying with the Landlord's
Mortgagee Insurance Requirements on the terms set forth herein; and

        


        WHEREAS,
Landlord and Tenant desire to further amend certain provisions of the Lease as
more particularly set forth herein.

        


        NOW,
THEREFORE, in consideration of the mutual promises and covenants contained
herein, the parties hereto agree as follows:

        


        1.          Capitalized
Terms. All capitalized terms used herein and not otherwise defined
herein shall have the meanings set forth in the Lease.

        


        2.          Tenant Allowance.
Landlord hereby grants Tenant an allowance equal to Two Hundred Thousand Dollars
($200,000.00) (the "Tenant Allowance") to be used by Tenant in its discretion
for improvements, alterations and/or repairs within the Leased Premises. The
Tenant Allowance shall be provided to Tenant in the form of an abatement of Base
Rent as set forth in Section 3 herein. Any and all such improvements,
alterations or repairs made or constructed within the Leased Premises shall
comply in all respects with Exhibit
D, Section 11, and Section 8.2 of the Lease, as
applicable.

        


        3.          Base
Rent.

        


        (a)          The
definition of "Rent Commencement Date" set forth in Section 5.1 is hereby
amended to reflect such date as February 24, 2009. The Rent Commencement Date
has been amended to reflect a postponement of the Rent Commencement Date from
December 27th to
February 24th resulting in
an abatement of Basic
Rent in the total amount of approximately Two Hundred Thousand Dollars
$200,000.00.

         

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      Exhibit
10.20

       

      
        (b)          The
Base Rent amounts set forth in Section 5.1 of the Lease are hereby amended to
reflect the following:

        


        
          
            	
                    Initial
      Annual Rate

                  	
                    $30.98
      per square foot of Net Rentable Area of the Leased
  Premises

                  
	 
      	 
      
	
                    Estimated
      Initial Annual Base Rent

                  	
                    $1,239,092.00

                  
	 
      	 
      
	
                    Estimated
      Initial Monthly Base Rent

                  	
                    $103,259.66.

                  


          

        

        


        4.           Section
17.2 of the Lease is hereby deleted in its entirety and replaced with the
following:

        


        17.2      Insurance Requirements of
Landlord's Mortgagee. To the extent not already maintained by Tenant
pursuant to Section 17.1 above, Tenant shall obtain and maintain throughout the
Term the following policies of insurance required by Landlord's
Mortgagee:

        


        (a)          all-risk
insurance with respect to the Leased Premises, against loss or damage by fire,
lightening, windstorm, explosion, hail, tornado and such hazards as are
presently included in so-called "all-risk" coverage and against such other
insurable hazards as Landlord or Landlord's Mortgagee may require, in an amount
not less than 100% of the full replacement cost, including the
cost of debris removal, without deduction for depreciation and sufficient to
prevent Tenant, Landlord or Landlord's Mortgagee from becoming a coinsurer,
such insurance to be in "Builder's Risk" (non-reporting) form during and with
respect to any construction on the Leased Premises;

        


        (b)          if
and to the extent any portion of the Leased Premises is in a special flood
hazard area, a flood insurance policy in an amount equal to the lesser of the
principal balance of any outstanding indebtedness owed by Landlord to Landlord's
Mortgagee (the "Indebtedness") or the maximum amount available;

        


        (c)          comprehensive
general public liability insurance, on an "occurrence" basis, for the benefit of
Tenant, Landlord and Landlord's Mortgagee as named insureds;

        


        (d)          statutory
worker's compensation insurance with respect to any work on or about the Leased
Premises; and

        


        (e)          such
other insurance on the Leased Premises as may from time to time be required by
Landlord or Landlord's Mortgagee (including but not limited to business
interruption insurance, loss of rents insurance, boiler and machinery insurance,
earthquake insurance, and war risk insurance) and against other insurable
hazards or casualties which at the time are commonly insured against in the case
of premises similarly situated, due regard being given to the height, type,
construction, location, use and occupancy of buildings and
improvements.

         

      

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

         

        
          Exhibit
10.20

           

          
            All
insurance policies shall be issued and maintained by insurers, in amounts, with
deductibles, and in form satisfactory to Landlord and Landlord's Mortgagee, and
shall require not less than thirty (30) days' prior written notice to Landlord
and Landlord's Mortgagee of any cancellation or change of coverage.

            


            All
insurance policies maintained, or caused to be maintained, by Tenant with
respect to the Leased Premises, except for public liability insurance, shall
provide that each such policy shall be primary without right of contribution
from any other insurance that may be carried by Tenant, Landlord or Landlord's
Mortgagee and that all of the provisions thereof, except the limits of
liability, shall operate in the same manner as if there were a separate policy
covering each insured. If any insurer which has issued a policy of title,
hazard, liability or other insurance required pursuant to this Lease becomes
insolvent or the subject of debtor relief laws, receivership or similar proceedings or if
Landlord or Landlord's Mortgagee, in good faith, believes that the financial
responsibility of such insurer is or becomes inadequate, Tenant shall, in each
instance, promptly, upon the request of Landlord and at Tenant's expense, obtain
and deliver to Landlord and Landlord's Mortgagee a like policy (or, if and to
the extent permitted by Landlord and Landlord's Mortgagee, a certificate of
insurance) issued by another insurer, which insurer and policy meet the
insurance requirements of Landlord's Mortgagee.

            


            Without
limiting the discretion of Landlord and Landlord's Mortgagee with respect to
required endorsements to insurance policies, all such policies for loss of or
damage to the Leased Premises shall contain a standard mortgage clause (without
contribution) naming Landlord's Mortgagee as mortgagee with loss proceeds
payable to Landlord's Mortgagee notwithstanding (i) any act, failure to act or
negligence of or violation of any warranty, declaration or condition contained
in any such policy by any named insured; (ii) the occupation or use of the
Leased Premises for purposes more hazardous than permitted by the terms of any
such policy; (iii) any foreclosure or other action by Landlord's Mortgagee; or
(iv) any change in title to or ownership of the Leased Premises or any portion
thereof, such proceeds to be held for application as provided in the loan
documents between Landlord and Landlord's Mortgagee.

            


            The
originals of each initial insurance policy (or to the extent permitted by
Landlord's Mortgagee, a copy of the original policy and a satisfactory
certificate of insurance) shall be delivered to Landlord and Landlord's
Mortgagee promptly after execution of this Third Amendment, with premiums fully
paid or a premium
finance agreement in place, and each renewal or substitute policy (or
certificate) shall be delivered to Landlord and Landlord's Mortgagee, with
premiums fully paid or a premium finance agreement in place, at least fifteen
(15) days before the termination of the policy it renews or replaces. All
insurance policies required pursuant to this Section 17.2 shall provide that
they will not be cancelled or reduced in value (except a reduction in policy
aggregate due to incurred claims), without thirty (30) days' prior written
notice to Landlord. Tenant shall pay all premiums on policies required hereunder
as they become due and payable and promptly deliver to Landlord and Landlord's
Mortgagee evidence satisfactory to Landlord and Landlord's Mortgagee of the
timely payment thereof. If any loss occurs at any time when Tenant has
failed to perform Tenant's covenants and agreements in this Third Amendment,
Landlord and Landlord's Mortgagee shall nevertheless be entitled to the benefit
of all insurance covering the loss and held by or for Tenant, to the same extent
as if it had been made payable to Landlord and Landlord's
Mortgagee.

             

            
              
                
                

              

              
                3

                
                  

                

              

              
                
                

              

            

          

          
            
               

              Exhibit
10.20

               

              
                Upon any
foreclosure hereof or transfer of title to the Leased Premises in extinguishment
of the whole or any part of the Indebtedness, all of Landlord's right, title and
interest in and to the insurance policies referred to in
this Section 17.2 (including unearned premiums) and all proceeds payable
thereunder shall thereupon vest in the purchaser at foreclosure or other such
transferee, to the extent permissible under such policies. Landlord's Mortgagee
shall have the right (but not the obligation) to make proof of loss for, settle
and adjust any claim under, and receive the proceeds of, all insurance for loss
of or damage to the Leased Premises, and the expenses incurred by Landlord's
Mortgagee in the adjustment and collection of insurance proceeds shall be a part
of the Indebtedness, shall be due and payable to Landlord's Mortgagee on demand
and shall bear interest from the date paid by Landlord's Mortgagee until
reimbursed at the highest rate of interest applicable to any of the Indebtedness
(but not in excess of the highest rate permitted by applicable law). Landlord's
Mortgagee and its employees are each irrevocably appointed attorney-in-fact for
Tenant and Landlord and are authorized to adjust and compromise each loss
without the consent of Tenant or Landlord, to collect, receive and receipt for
all insurance proceeds in the name of Landlord's Mortgagee, Landlord and/or
Tenant, and to endorse Landlord's or Tenant's name upon any check in payment of
the loss. Landlord's Mortgagee shall not be, under
any circumstances, liable or responsible for failure to collect or
exercise diligence in the collection of any of such proceeds or for the
obtaining, maintaining or adequacy of any insurance or for failure to see to the
proper application of any amount paid over to Landlord or Tenant.

                


                5.           Survival of Lease.
Except as expressly set forth in this Third Amendment, the terms and provisions
of the Lease shall continue in full force and effect and shall survive in all
respects the execution of this Third Amendment.

                


                6.           Complete Agreement.
This Third Amendment shall constitute the entire agreement among the parties
with respect to the subject matter hereof and shall supersede any previous
negotiations, commitments and writings with respect to such subject
matter.

                


                7.           Governing Law. This
Third Amendment shall be governed by and construed in accordance with laws of
the
State of Texas.

                 

                8.           Ratification of the
Lease. Except as expressly modified herein, all of the terms and
provisions of the Lease are expressly reaffirmed.

                 

                [REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]

              

               

              
                
                  
                  

                

                
                  4

                  
                    

                  

                

                
                  
                  

                

                 

                
                  
                    IN
WITNESS WHEREOF, the parties hereto have executed this Third Amendment as of the
date first above written.

                     

                     

                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          	 	
                                                  LANDLORD:

                                                   

                                                  GR IRF I,
      LP,

                                                  a
      Texas limited partnership

                                                
	 	 	 	 
	
                                                   

                                                	
                                                  By:
      

                                                	GR
      IRF Managers, LLC,
	 	 	a
      Texas limited liability company, as General Partner
	 	 	 	 
	 	 	By:  	/s/
      W. L. Hutchison, Jr.
	 	 	Name:  	W.L.
      Hutchison, Jr.
	 	 	Title:    	Manager
	 	 	 	 


                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                  
                     

                     

                    
                      Signature
Page of Third Amendment

                      To
Hospital Lease Agreement

                    

                    
                      
                      

                    

                    
                      
                      

                      
                        

                      

                    

                    
                      
                      

                    

                     

                    
                      
                        IN
WITNESS WHEREOF, the parties hereto have executed this Third Amendment as of the
date first above written.

                         

                      

                      
                        
                          
                            
                              	 	
                                      TENANT:

                                       

                                      GLOBALREHAB,
      LP,

                                      a
      Texas limited partnership

                                    
	 	 	 	 
	
                                       

                                    	
                                      By:
      

                                    	GH
      General, Inc.
	 	Its: 	Sole General Partner
	 	 	 	 
	 	 	By:  	/s/
      Hooman Sedighi
	 	 	Name:  	Hooman
      Sedighi
	 	 	Title:    	Manager
	 	 	 	 


                            

                          

                        

                      

                       

                       

                      
                        Signature
Page of Third Amendment

                        To
Hospital Lease
Agreement

                      

                    

                  

                

              

            

          

        

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Exhibit
10.20

    


    FOURTH AMENDMENT TO HOSPITAL
LEASE AGREEMENT

    


    This FOURTH AMENDMENT TO HOSPITAL LEASE
AGREEMENT ("Fourth
Amendment") dated as of the 2nd day of August, 2010, by and between GR
IRF I, LP, a Texas limited partnership, its successors and assigns ("Landlord")
and GLOBALREHAB, LP, a Texas limited partnership, its successors and permitted
assigns ("Tenant").

    


    WITNESSETH:

    


    WHEREAS, Landlord and Tenant entered
into that certain Hospital Lease Agreement dated as of August 28, 2007, as
amended by that certain First Amendment to Hospital Lease Agreement dated as of
September 18, 2007, the Second Amendment to Hospital Lease dated November 9,
2007 and the Third Amendment to Hospital Lease dated February 19, 2009
(collectively, the “Lease”)
of approximately 2.645 acres of land and improvements to be located thereon
containing approximately 40,000 square feet on tract of land located at the
southwest corner of Empire Central and Brookriver Drive in Dallas, Texas, as
more particularly described in the Lease (the (the “Leased
Premises”); and

    


    WHEREAS,
Landlord and Tenant now desire to amend said Lease as hereinafter set
forth.

    


    NOW, THEREFORE, for good, lawful and
valuable consideration, including the undertakings of the parties hereto, the
receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree as follows:

    


    1.           Capitalized
Terms.  All capitalized terms used herein and not otherwise
defined herein shall have the meanings set forth in the Lease.

    


    
      	
               
      

            	
              2.

            	
              Amendments to
      Lease.

            


    

    


    
      	
               
      

            	
              (a)

            	
              Paragraph
      29 of Exhibit
      A to the Lease is hereby amended in its entirety to read as
      follows:

            


    

    


    “Net Rentable Area”
means the area determined pursuant to the Work Letter.  The Net
Rentable Area of the Lease Premises is 40,828 square feet.

    


    All other
provisions of Exhibit
A shall remain as set forth in the Lease.

    
 

    3.           Base
Rent.  Nothing in this amendment shall result in any changes to
the Estimated Initial Annual Base Rent or the Estimated Initial Monthly Base
Rent set forth in

    


    4.           Survival of
Lease.  Except as expressly set forth in this Fourth Amendment,
the terms and provisions of the Lease shall continue in full force and effect
and shall survive in all respects the execution of this Fourth
Amendment.

    


    4.           Acceptance of
Premises.  Tenant’s acceptance of Premises is confirmed by
Tenant’s occupancy of the Premises for purposes of commencing operation of the
Permitted Use as outlined in the Lease.

    


    5.           Complete
Agreement.  This Fourth Amendment shall constitute the entire
agreement among the parties with respect to the subject matter hereof and shall
supersede any previous negotiations, commitments and writings with respect to
such subject matter.

     

    
      Global
Rehab Dallas

      Fourth
Amendment

      Page
1

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    Exhibit
10.20

    


    6.           Governing
Law.  This Fourth Amendment shall be governed by and construed
in accordance with laws of the State of Texas.

    


    7.           Ratification of
Lease.  Except as expressly modified herein, all of the terms
and provisions of the Lease are expressly reaffirmed.

    


    EXECUTED
in multiple counterparts, each of which shall have the force and effect of an
original.

    


    (REMAINDER
OF PAGE INTENTIONALLY BLANK – SIGNATURES FOLLOW)

     

    
      Global
Rehab Dallas

      Fourth
Amendment

      Page
2

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    Exhibit
10.20

    


    IN
WITNESS WHEREOF, the parties hereto have executed this Fourth Amendment as of
the date first above written.

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	
                                            LANDLORD:

                                          
	 
      
	
                                            GR IRF I,
      LP,

                                          
	
                                            a
      Texas limited partnership

                                          
	 
      
	
                                            By:  GR
      IRF Managers, LLC,

                                          
	
                                             a
      Texas limited liability company, as General Partner

                                          
	 
      
	
                                            By:

                                          	
                                            /s/
      W.L. Hutchison, Jr.

                                          
	
                                            Name:

                                          	
                                            W.L.
      Hutchison, Jr.

                                          
	
                                            Title:

                                          	
                                            Manager

                                          
	 
      	 
      
	
                                            TENANT:

                                          
	 
      
	
                                            GLOBALREHAB,
      LP,

                                          
	
                                            a
      Texas limited partnership

                                          
	 
      
	
                                            By:

                                          	
                                            GH
      General, LLC,

                                          
	 
      	
                                            its
      sole General Partner

                                          
	 
      	 
      	 
      
	 
      	
                                            By:

                                          	
                                            /s/
      Hooman Sedighi

                                          
	 
      	
                                            Name:  

                                          	
                                            Hooman
      Sedighi

                                          
	 
      	
                                            Title:

                                          	
                                            Manager

                                          


                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      Global
Rehab Dallas

      Fourth
Amendment

      Page
3