<PAGE>











                         OFFICE BUILDING LEASE AGREEMENT


                    LANDLORD: SANTA CLARA LAND COMPANY, LTD.







                              TENANT: RACKSPACE.COM

                                    *********


                              DATED: Feb. 22, 2000


<PAGE>

                             BASIC LEASE INFORMATION

Lease Date:                                 February 22, 2000
Tenant:                                     rackspace.com
Address of Tenant:                          112 E. Pecan, Suite 600
                                            San Antonio, Texas 78205

Contact:                                    Morris A. Miller

Landlord:                                   Santa Clara Land Company, Ltd.
Address of Landlord:                        112 East Pecan, Suite 700
                                            San Antonio, Texas 78205

PREMISES: Suite No. 600 which is located in the office building and parking
garage to be (or which has been) constructed on land described as Lot 15,
N.C.B. 139, , National Bank Subdivision, San Antonio, Bexar County, Texas,
and known as Weston Centre, San Antonio, Texas (the "Building").

LEASE TERM: The period commencing on March 1, 2000 (or on such earlier date
as tenant may occupy the premises with Landlord's prior written consent) (the
"commencement date"), and continuing for thirty-six (36) calendar months
thereafter; provided, however, if the term of this lease is deemed to have
commenced on a date other than the first day of a calendar month, the lease
term shall consist of said number of calendar months in addition to the
remainder of the calendar month during which this lease is deemed to have
commenced.

BASIC RENTAL: As Basic Rental for the lease and use of the Premises, Tenant
will pay Landlord, in lawful money of the United States, at the building
office, or to such other party at such other address as Landlord may from
time to time designate, without demand, deduction or abatement the sums set
forth in the following rent schedule:

           FROM                TO                      MONTHLY BASE RENTAL
           ----                --                      -------------------
           March 1, 2000       February 28, 2001       $12,000.00
           March 1, 2001       February 28, 2002       $16,000.00
           March 1, 2002       February 28, 2003       $30,151.00

SECURITY DEPOSIT $ N/A

TENANT'S PROPORTIONATE SHARE: The percentage which expresses the ratio
between the number of rentable square feet comprising the premises (16,446)
and the number of rentable square feet of the Building (490,871), which, for
the purposes of this lease, shall be 3.35%; provided, however, that the
actual number of rentable square feet comprising the premises is subject to
reasonable adjustment per final working drawings for the construction of the
improvements to the premises, which adjustment, if made, will also effect an
adjustment to Tenant's proportionate share.

PERMITTED USE: General Office


<PAGE>

The foregoing Basic Lease Information is hereby incorporated into and made a
part of the lease identified hereinabove. Each reference in the lease to any
of the information and definitions set forth in the basic lease information
shall mean and refer to the information and definitions hereinabove set forth
and shall bemused in conjunction with and limited by all references thereto
in the provisions of the lease. In the event of any conflict between any
Basic Lease Information and the lease, the lease shall control.



LANDLORD                                      TENANT

SANTA CLARA LAND COMPANY, LTD.                rackspace.com

By: Wiltshire Holdings L.C.,
    General Partner

BY: /s/ Graham Weston                         BY: /s/ Morris A. Miller, COO
   ---------------------------                   --------------------------
         Graham Weston                                 Morris A. Miller
         Manager                                       Chief Operating Officer


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<TABLE>
<CAPTION>

                                TABLE OF CONTENTS
                                                                            Page
                                                                            ----
<S>      <C>                                                                <C>

1.       Definitions and Basic Provisions......................................1
2.       Lease Grant...........................................................1
3.       Rent..................................................................1
4.       Landlord's Obligations................................................2
5.       Rental Adjustment.....................................................3
6.       Leasehold Improvements................................................5
7.       Use...................................................................5
8.       Tenant's Repairs and Alterations......................................5
9.       Assignment and Subletting.............................................5
10.      Indemnity.............................................................6
11.      Subordination.........................................................7
12.      Rules and Regulations.................................................7
13.      Inspection............................................................7
14.      Condemnation..........................................................7
15.      Fire or Other Casualty................................................7
16.      Holding Over..........................................................8
17.      Taxes.................................................................8
18.      Events of Default.....................................................8
19.      Remedies..............................................................9
20.      Surrender of Premises.................................................9
21.      Attorney's Fees......................................................10
22.      Landlord's Lien......................................................10
23.      Mechanic's Lien......................................................10
24.      No Subrogation Liability Insurance...................................10
25.      Substitution Space...................................................11
26.      Brokerage............................................................12
27.      Change of Building Name..............................................12
28.      Estoppel Certificates................................................12
29.      Notices..............................................................12
30.      Force Majeure........................................................12
31.      Separability.........................................................12
32.      Amendments; Binding Effect...........................................12
33.      Quiet Enjoyment......................................................13
34.      Gender...............................................................13
35.      Joint and Several Liability..........................................13
36.      Personal Liability...................................................13
37.      Certain Rights Reserved by Landlord..................................13
38.      Notice to Lender.....................................................14
39.      Captions.............................................................14
40.      Miscellaneous........................................................14
41.      Lender Approval......................................................14
42.      Exhibits and Attachments.............................................14
43.      Special Provisions...................................................14


                  Exhibit A.............................Outline of Premises
                  Exhibit B...........................Rules and Regulations

</TABLE>

<PAGE>

                         OFFICE BUILDING LEASE AGREEMENT

         THIS LEASE AGREEMENT is entered into as of the 22nd day of February,
2000, by and between Santa Clara Land Company, Ltd (hereinafter called
"Landlord') and rackspace.com (hereinafter called "Tenant").

                                   WITNESSETH:

         1.  DEFINITIONS AND BASIC PROVISIONS: The definitions and basic
provisions set forth in the Basic Lease Information (the "Basic Lease
Information executed by Landlord and Tenant contemporaneously herewith are
incorporated herein by reference for all purposes and shall be used in
conjunction with and limited by the reference thereto in the provisions of this
lease. In the event of any conflict between a provision in the Basic Lease
Information on the one hand, and a provision in this Lease or its exhibit on the
other hand, the latter will control.

         2.  LEASE GRANT. Landlord, in consideration of the rent to be paid and
the other covenants and agreements to be performed by Tenant and upon the terms
hereinafter stated, does hereby lease, demise and let unto Tenant the premises,
as defined in the Basic Lease Information and generally outlined on the plan
attached hereto as Exhibit A, commencing on the Commencement Date and ending on
the last day of the lease term, unless sooner terminated as herein provided. If
this lease is executed before the premises become vacant, or otherwise available
and ready for occupancy, or if any present tenant or occupant of the premises
holds over, and Landlord cannot acquire possession of the premises prior to the
Commencement Date of this lease, Landlord shall not be deemed to be in default
hereunder, and Tenant agrees to accept possession of the premises on such date
as Landlord is able to tender the same, which shall be deemed to be the
Commencement Date of this lease for all purposes, and this lease shall continue
for the lease term specified in the Basic Lease Information. By occupying the
premises, Tenant shall be deemed to have accepted the same as suitable for the
purpose herein intended and to have acknowledged that the same comply fully with
Landlord's obligations, notwithstanding that certain "punch list" type items may
not have been completed. Within ten (10) days after a written request of
Landlord, Tenant agrees to give Landlord a letter confirming the Commencement
Date and certifying that Tenant has accepted delivery of the premises and that
the condition of the premises complies with Landlord's obligations hereunder.

         3.  RENT. In consideration of this lease, Tenant promises and agrees
to pay Landlord the Basic Rental defined in the Basic Lease Information
(subject to adjustment as hereinafter provided) without deduction or setoff,
for each month of the entire lease term. One such monthly installment
together with the security deposit shall be payable by Tenant to Landlord
contemporaneously with the execution of this lease, and a like monthly
installment shall be due and payable without demand beginning on the first
day of the calendar month following the expiration of the first full calendar
month of the lease term and continuing thereafter on or before the first day
of each succeeding calendar month during the term hereof. Rent for any
fractional month at the beginning of the lease term shall be prorated based on
one three hundred sixty-fifth (1/365) of the current annual Basic Rental for
each day of the partial month this lease is in effect, and shall be due and
payable on or before the date on which Tenant certifies that it has accepted
the premises pursuant to Paragraph 2 hereof. In the event any installment of
the Basic Rental, or any other sums which become owing by Tenant to Landlord
under the provisions hereof is not received within ten (10) days after the
due date thereof (without in any way implying Landlord's consent to such late
payment), Tenant, to the extent permitted by law, agrees to pay, in addition
to said installment of the Basic Rental or such other sums owed, a late
payment charge equal to ten percent (10%) of the installment of the Basic
Rental or such other sums owed, it being understood that said late payment
charge shall constitute liquidated damages and shall be for the purpose of
reimbursing Landlord for the additional costs and expenses which Landlord
presently expects to incur in connection with the handling and processing of
late installment payments of the Basic Rental and such other sums which
become owing by Tenant to Landlord hereunder. Landlord and Tenant expressly
covenant and agree that in the event of any such late payment(s) by Tenant,
the damages so resulting to Landlord will be difficult to ascertain
precisely, and that the foregoing charge constitutes a reasonable and good
faith estimate by the parties of the extent of such damages. Notwithstanding
the foregoing, the foregoing late charges shall not

                                       1

<PAGE>

apply to any sums which may have been advanced by Landlord to or for the benefit
of Tenant pursuant to the provisions of this lease, it being understood that
such sums shall bear interest, which Tenant hereby agrees to pay to Landlord, at
the maximum rate of interest permitted by law to be charged Tenant for the use
or forbearance of such money. The security deposit (as defined in the Basic
Lease Information) shall be held by Landlord without liability for interest and
as security for the performance by Tenant of Tenant's covenants and obligations
under this lease, it being expressly understood that such deposit shall not be
considered an advance payment of rental or a measure of Landlord's damages in
case of default by Tenant. Upon the occurrence of any event of default by
Tenant, Landlord may, from time to time, without prejudice to any other remedy,
use such deposit to the extent necessary to make good any arrearages of rent and
any other damage, injury, expense or liability caused to Landlord by such event
of default. Following any such application of the security deposit, Tenant shall
pay to Landlord on demand the amount so applied in order to restore the security
deposit to its original amount. If Tenant is not then in default hereunder, any
remaining balance of such deposit shall be returned by Landlord to Tenant within
a reasonable period of time after the termination of this lease. If Landlord
transfers its interest in the premises during the lease term, Landlord may
assign the security deposit to the transferee and thereafter shall have no
further liability for the return of such security deposit.

         4.  LANDLORD'S OBLIGATIONS.

         (a) Subject to the limitations hereinafter set forth, Landlord agrees
to furnish Tenant while occupying the premises and while Tenant is not in
default under this lease, facilities to provide (i) water (hot, cold and
refrigerated) at those points of supply provided for general use of tenants in
the Building; (ii) heated and refrigerated air conditioning in season, at such
times as Landlord normally furnishes these services to all tenants of the
Building, and at such temperatures and in such amounts as are reasonably
considered by Landlord to be standard, such service at hours other than those
established by Landlord as standard to be furnished only at the written
request of Tenant, who shall bear the entire cost thereof; (iii) janitorial
service to the premises on weekdays other than holidays for Building standard
installations (it being understood that Landlord reserves the right to bill
Tenant separately for extra janitorial service required by reason of
nonstandard installations) and such window washing as may from time to time in
the Landlord's judgment be reasonably required; (iv) operator-less passenger
elevators for ingress and egress to the floor on which the premises are
located, in common with other tenants, provided that Landlord may reasonably
limit the number of elevators to be in operation at times other than during
customary business hours for the Building and on holidays. In addition,
Landlord agrees at its cost and expense to maintain the public and common
areas of the Building, such as lobbies, stairs, corridors and restrooms, in
reasonably good order and condition, except for damage occasioned by Tenant,
or its employees, agents, or invitees. If Tenant shall desire any of the
services specified in this Paragraph 4 at any time other than times herein
designated, such service or services shall be supplied to Tenant only at the
written request of Tenant delivered to Landlord before 3:00 p.m. on the
business day preceding such extra usage, and Tenant shall pay to Landlord as
additional rent the cost of such service or services immediately upon receipt
of a bill therefor.

         (b) Landlord shall make available to Tenant facilities to provide all
electrical current required by Tenant in its use and occupancy of the premises
and further shall make available electric lighting and current for the common
areas of the Building in the manner and to the extent deemed by Landlord to be
standard. The obligation of the Landlord hereunder to make available such
utilities shall be subject to the rules and regulations of the supplier of such
utilities and of any municipal or other governmental authority regulating the
business of providing such utility service. Landlord shall not in any wise be
liable or responsible to Tenant for any loss or damage or expense which Tenant
may sustain or incur if either the quantity or character of any utility service
is changed or is no longer available or is no longer suitable for Tenant's
requirements. At any time when Landlord is making such utility service available
to the premises pursuant to this paragraph, Landlord may, at its option, upon
not less than thirty (30) days prior written notice to Tenant, discontinue the
availability of such utility service. If Landlord gives any such notice of
discontinuance, Landlord shall make all the necessary arrangements with the
public utility supplying the utilities to the neighborhood with respect to
obtaining such utility service to the premises, but Tenant will contract
directly with such public utility for the supplying of such utility service to
the premises.

                                       2

<PAGE>

         (c) In the event that any utility service is submetered to any tenant's
premises, Tenant's proportionate share for purposes of computing charges for
utilities for which Tenant is not submetered shall be adjusted by Landlord so
that it shall be a fraction, the numerator of which is the number of rentable
square feet comprising Tenant's premises not separately metered and the
denominator of which is the number of rentable square feet comprising the
premises of all tenants not separately metered with respect to such utility.

         (d) Tenant covenants and agrees that at all times its use of electric
current shall never exceed the capacity of existing feeders to the Building or
the risers or wiring installations. Any riser or risers or wiring to meet
Tenant's excess electrical requirements will be installed by Landlord at the
sole cost and expense of Tenant (if, in Landlord's sole judgment, the same are
necessary and will not cause permanent damage or injury to the Building or the
premises or cause or create a dangerous or hazardous condition or entail
excessive or unreasonable alterations, repairs or expense or interfere with or
disturb other tenants or occupants). In the event Tenant's use of electrical
current (i) exceeds 110 volt power, or (ii) exceeds that required for routine
lighting and operation of general office machines (such as typewriters,
dictating equipment, desk model adding machines and the like) which use 110 volt
electrical power, then Tenant shall also pay on demand the cost of any such
excess. Without Landlord's prior written consent, Tenant shall not install any
data processing or computer equipment in the premises or any other equipment
which shall require for its use other than the normal electrical current or
other utility service. Whenever heat generating machines or equipment (other
than general office machines as described hereinbefore) are used in the premises
by Tenant which affect the temperature otherwise maintained by the air
conditioning system or otherwise overload any utility, Landlord shall have the
right to install supplemental air conditioning units or other supplemental
equipment in the premises, and the cost thereof, including the cost of
installation, operation, use and maintenance, shall be paid by Tenant to
Landlord on demand.

         (e) Tenant will be billed monthly for all above standard utility
service and other sums due and all such charges shall be considered due upon
delivery of such bill and be deemed as so much additional rent due from Tenant
to Landlord. The rate charged by Landlord shall not exceed the rate prevailing
for Tenant as a user as established by the applicable rate classification
published from time to time by the local electric power company or other utility
supplier.

         (f) Failure to any extent to make available, or any slowdown, stoppage
or interruption of, these defined services resulting from any cause (including,
but not limited to, Landlord's compliance with (i) any voluntary or similar
governmental or business guidelines now or hereafter published or (ii) any
requirements now or hereafter established by any governmental agency, board or
bureau having jurisdiction over the operation and maintenance of the Building)
shall not render Landlord liable in any respect for damages to either person,
property or business, nor be construed an eviction of Tenant or work an
abatement of rent, nor relieve Tenant from fulfillment of any covenant or
agreement hereof. Should any equipment or machinery furnished by Landlord break
down or for any cause cease to function properly, Landlord shall use reasonable
diligence to repair same promptly, but Tenant shall have no claim for abatement
of rent or damages on account of any interruption in service occasioned thereby
or resulting therefrom.

         (g) Notwithstanding any expiration or termination of this lease prior
to the lease expiration date, Tenant's obligations to pay any and all additional
rent pursuant to this Paragraph 4 shall continue and shall cover all periods up
to such early expiration or termination date of this lease; provided however, if
Landlord terminates this lease without waiving Landlord's right to seek damages
against Tenant, Tenant's obligation to pay any and all additional rent pursuant
to this Paragraph 4 shall not terminate as a result thereof. Tenant's obligation
to pay any and all additional rent or other sums owing by Tenant to Landlord
under this lease shall survive any expiration or termination of this lease.

         5.  RENTAL ADJUSTMENT.

         (1) Adjustments in Basic Rental. Tenant hereby agrees to pay to
Landlord the Basic Rental specified in the Basic Lease Information adjusted in
the following manner without deduction or set-off:

                                       3

<PAGE>

         (a) For the purposes or this Lease the term "Basic Cost" shall mean any
and all costs, expenses and disbursements of every kind and character (subject
to the limitations set forth below) which Landlord shall incur, pay or become
obligated to pay in connection with the ownership of any estate or interest in,
operation, maintenance, repair, replacement, and security of the Building and
Parking Garage, determined in accordance with generally accepted accounting
principles consistently applied, including but not limited to the following:

         (i) Wages and salaries (including management fees) of all employees
         engaged in the operation, repair, replacement, maintenance, and
         security of the Building, including taxes, insurance and benefits
         relating thereto.

         (ii) All supplies and materials used in the operation, maintenance,
         repair, replacement, and security of the Building.

         (iii) Annual cost of all capital improvements made to the Building
         which although capital in nature can reasonably be expected to reduce
         the normal operating costs of the Building, as well as all capital
         improvements made in order to comply with any statutes, rules,
         regulations or directives hereafter promulgated by any governmental
         authority relating to energy, conservation, public safety or security.

         (iv) Cost of all utilities, other than the cost of electricity supplied
         to tenants of the Building which is actually reimbursed to Landlord by
         such tenants.

         (v) Cost of all maintenance and service agreements on equipment,
         including alarm service, window cleaning and elevator maintenance.

         (vi) Cost of casualty and liability insurance applicable to the
         Building and Landlord's personal property used in connection therewith.

         (vii) "Taxes" as defined in Paragraph 17.

         (viii) Cost of repairs, replacements, and general maintenance of the
         Building, other than replacement of the roof, foundation and exterior
         walls of the Building.

         (ix) Cost of service or maintenance contracts with independent
         contractors for the operation, maintenance, repair, replacement, or
         security of the Building.

         There are specifically excluded from the definition of the term "Basic
Cost" expenses for capital improvements made to the Building, other than capital
improvements described in subparagraph (iii) above and except for items which,
though capital for accounting purposes, are properly considered maintenance and
repair items, such as painting of common areas, replacement of carpet in
elevator lobbies, and the like; electricity costs paid by Tenant pursuant to
paragraph 4 of this lease; expenses for repair, replacements and general
maintenance paid by proceeds of insurance or by Tenant or other third parties,
and alterations attributable solely to tenants of the Building other than
Tenant; interest, amortization or other payments on loans to Landlord;
depreciation of the Building; leasing commissions; and income, excess profits or
franchise taxes or other such taxes imposed on or measured by the income of
Landlord from the operation of the Building.

         (b) Tenant shall during the term of this lease pay as additional rent
an amount (per each square foot of rentable area within the leased premises)
equal to the excess ("Excess") from time to time of actual Basic Cost per
rentable square foot in the Building over the actual Basic Cost per calendar
year 2000. Landlord, at its option, may collect such additional rent in a lump
sum, to be due and payable within thirty (30) days after Landlord furnishes to
Tenant a statement of actual Basic Cost for the previous year per paragraph
(c) below, or beginning with January 1 of the first full calendar year
following the Rental Commencement Date, and on each January 1 thereafter.
Landlord shall also have the option to make a good faith estimate of the
Excess for each upcoming calendar year and upon thirty (30) days' written
notice to Tenant may require the monthly payment

                                       4

<PAGE>

of such additional rent equal to 1/12 of such estimate. Any amounts paid based
on such an estimate shall be subject to adjustment pursuant to subparagraph (c)
when actual Basic Cost is available for each calendar year. For the purposes of
calculating the additional rental payment hereunder with respect to any
fractional calendar year during the term of this lease, Landlord may either (i)
estimate Basic Cost for the portion of the lease term during such partial year,
or (ii) estimate Basic Cost for the entire calendar year and reduce the same to
an amount bearing the same proportion to the full amount of estimated Basic Cost
for such year as the number of days in such fractional calendar year bears to
the total number of days in such full calendar year.

         (c) By April 1 of each calendar year during Tenant's occupancy, or as
soon thereafter as practicable, Landlord shall furnish to Tenant a statement of
Landlord's actual Basic Cost for the previous year adjusted as provided in
subparagraph (d). If for any calendar year additional rent collected for the
prior year as a result of Landlord's estimate of Basic Cost is in excess of the
additional rent actually due during such prior year, then Landlord shall refund
to Tenant any overpayment. Likewise, Tenant shall pay to Landlord, on demand,
any underpayment with respect to the prior year.

         (d) With respect to any calendar year or partial calendar year during
the term of this lease in which the Building is not occupied to the extent of
ninety-five percent (95%) of the rentable area thereof, the Basic Cost for such
period shall, for the purposes hereof, be increased to the amount which would
have been incurred had the Building been occupied to the extent of ninety-five
percent (95%) of the rentable area thereof.

         6.  LEASEHOLD IMPROVEMENTS. Improvements to the premises shall be
installed at the cost and expense of Tenant (which shall be payable on demand by
Landlord), but only in accordance with plans and specifications which have been
previously submitted to and approved in writing by Landlord, such work to be
performed only by Landlord or by contractors and subcontractors approved in
writing by Landlord, it being understood that Tenant shall procure and maintain
and shall cause such contractors, subcontractors and other persons engaged by or
on behalf of Tenant to procure and maintain, insurance coverage against such
risks, in such amounts and with such companies as Landlord may require in
connection with the installation of such improvements. Landlord has made no
representations as to the conditions of the premises or the Building or to
remodel, repair or decorate, except as expressly set forth herein.

         7.  USE. Tenant shall use the premises only for the permitted use (as
defined in the Basic Lease Information). Tenant will not occupy or use the
premises, or permit any portion of the premises to be occupied or used, for any
business or purpose other than the permitted use or for any use or purpose which
is unlawful in part or in whole or deemed to be disreputable in any manner or
extra hazardous on account of fire, nor permit anything to be done which will in
any way increase the rate of insurance on the Building or contents; and in the
event that, by reason of acts of Tenant, there shall be any increase in rate of
insurance on the Building or contents created by Tenant's acts or conduct of
business, then such acts of Tenant shall be deemed to be an event of default
hereunder and Tenant hereby agrees to pay to Landlord the amount of such
increase on demand and acceptance of such payment shall not constitute a waiver
of any of Landlord's other rights provided herein. Tenant will conduct its
business and control its agents, employees and invitees in such a manner as not
to create any nuisance, nor interfere with, annoy or disturb other tenants or
Landlord in the management of the Building. Tenant will maintain the premises in
a clean, healthful and safe condition and will comply with all laws, ordinances,
orders, rules and regulations (state, federal, municipal and other agencies or
bodies having any jurisdiction thereof) with reference to the use, condition or
occupancy of the premises. Tenant will not, without the prior written consent of
Landlord, paint, install lighting or decorations, or install any signs, window
or door lettering or advertising media of any type on or about the premises or
any part thereof.

         8.  TENANT'S REPAIRS AND ALTERATIONS. Tenant will not in any manner
deface or injure the Building, and will pay the cost of repairing any damage or
injury done to the Building or any part thereof by Tenant or Tenant's agents,
employees, or invitees. Tenant shall throughout the lease term take good care of
the premises and keep them free from waste and nuisance of any kind. Tenant
agrees to keep the premises, including all fixtures installed by Tenant and any
plate glass and special store fronts, in good condition and make all necessary
non-structural repairs except those caused by fire, casualty or acts of God
covered by Landlord's fire

                                       5

<PAGE>

insurance policy covering the Building. The performance by Tenant of its
obligations to maintain and make repairs shall be conducted only by contractors
and subcontractors approved in writing by Landlord, it being understood that
Tenant shall procure and maintain and shall cause such contractors and
subcontractors engaged by or on behalf of Tenant to procure and maintain
insurance coverage against such risks, in such amounts and with such companies
as Landlord may require in connection with any such maintenance and repair. If
Tenant fails to make such repairs within fifteen (15) days after the occurrence
of the damage or injury, Landlord may at its option make such repair, and Tenant
shall, upon demand therefor, pay Landlord for the cost thereof. At the end
or other termination of this lease, Tenant shall deliver up the premises with
all improvements located thereon (except as otherwise herein provided) in good
repair and condition, reasonable wear and tear excepted, and shall deliver to
Landlord all keys to the premises. Tenant will not make or allow to be made any
alterations or physical additions in or to the premises without the prior
written consent of Landlord. All alterations, additions or improvements
(whether temporary or permanent in character) made in or upon the premises,
either by Landlord or Tenant, shall be Landlord's property on termination of
this lease and shall remain on the premises without compensation to Tenant. All
furniture, movable trade fixtures and equipment installed by Tenant may be
removed by Tenant at the termination of this lease if Tenant so elects, and
shall be so removed if required by Landlord, or if not so removed shall, at the
option of Landlord, become the property of Landlord. All such installations,
removals and restoration shall be accomplished in a good workmanlike manner so
as not to damage the premises or the primary structure or structural qualities
of the Building or the plumbing, electrical lines or other utilities.

         9.  ASSIGNMENT AND SUBLETTING.

         (a) Tenant shall not, without the prior written consent of Landlord,
which consent not to be unreasonably withheld (i) assign or in any manner
transfer this Lease or any estate or interest therein, or (ii) permit any
assignment of this Lease or any estate or interest therein, by operation of law,
or (iii) sublet the leased Premises or any part thereof, or (iv) grant any
license, concession or other right of occupancy of any portion of the leased
Premises, or (v) permit the use of the leased Premises by any parties other than
Tenant, its agents and employees and any such act without Landlord's prior
written consent shall be void and of no effect. Consent by Landlord to one or
more assignments or sublettings shall not operate as a waiver of Landlord's
rights as to any subsequent assignments and sublettings. Notwithstanding any
assignment or subletting, Tenant and any guarantor of Tenant's obligations under
this Lease shall at all times remain fully responsible and liable for the
payment of the rent herein specified and for compliance with all of Tenant's
other obligations under this Lease. If an event of default, as hereinafter
defined, should occur while the leased Premises or any part thereof are then
assigned or sublet, Landlord, in addition to any other remedies herein provided
or provided by law, may at its option collect directly from such assignee or
sublessee all rents becoming due to Tenant under such assignment or sublease and
apply such rent against any sums due to Landlord by Tenant hereunder, and Tenant
hereby authorizes and directs any such assignee or sublessee to make such
payments of rent directly to Landlord upon receipt of notice from Landlord. No
direct collection, by Landlord from any such assignee or sublessee shall be
construed to constitute a novation or a release of Tenant or any guarantor of
Tenant from the further performance of its obligations hereunder. Receipt by
Landlord of rent from any assignee, sublessee or occupant of the leased Premises
shall not be deemed a waiver of the covenant of this Lease contained against
assignment and subletting or a release of Tenant under this Lease. The receipt
by Landlord from any such assignee or sublessee obligated to make payments of
rent shall be a full and complete release, discharge, and acquittance to such
assignee or sublessee to the extent of any such amount of rent so paid to
Landlord. Landlord is authorized and empowered, on behalf of Tenant, to
endorse the name of Tenant upon any check, draft, or other instrument payable to
Tenant evidencing payment of rent, or any part thereof, and to receive and apply
the proceeds therefrom in accordance with the terms hereof. Tenant shall not
mortgage, pledge or otherwise encumber its interest in this Lease or in the
leased Premises.

         (b) If Tenant requests Landlord's consent to an assignment of the Lease
or subletting of all or a part of the Premises, it shall submit to Landlord, in
writing, the name of the proposed assignee or subtenant and the nature and
character of the business of the proposed assignee or subtenant, the term, use,
rental rate and other particulars of the proposed subletting or assignment,
including without limitation, evidence

                                       6

<PAGE>

satisfactory to Landlord that the proposed subtenant or assignee is financially
responsible and will immediately occupy and thereafter use the Premises (or any
sublet portion thereof) for the remainder of the lease term (or for the entire
term of the sublease, if shorter). Landlord shall have the option (to be
exercised within ten (10) days after submission of Tenant's written request) to
cancel this Lease (or the applicable portion thereof as to a partial subletting)
as of the commencement date stated in the above mentioned subletting or
assignment. If Landlord elects to cancel this Lease as stated, then the term of
this Lease, and the tenancy and occupancy of the leased Premises by Tenant
thereunder, shall cease, terminate, expire and come to an end with respect to
that portion of the Premises so assigned or sublet as if the cancellation date
were the original termination date of this Lease and Tenant shall pay to
Landlord all costs or charges which are the responsibility of Tenant hereunder
with respect to that portion of the Premises so assigned or sublet, and Tenant
shall, at its own cost and expense, discharge in full any outstanding
commission obligation of Landlord with respect to this Lease, or any part hereof
so canceled. Thereafter Landlord may lease the Premises to the prospective
subtenant or assignee without liability to Tenant. If Landlord does not thus
cancel this Lease, the terms and provisions of paragraph (a) hereof will apply.

         (c) If Landlord consents to any subletting or assignment by Tenant as
herein provided, and subsequently any rents received by Tenant under any such
sublease are in excess of the rent payable by Tenant under this Lease, or any
additional consideration is paid to Tenant by the assignee under any such
assignment, then Landlord may, at its option, either (i) declare such excess
rents under any sublease or such additional consideration for an assignment to
be due and payable by Tenant to Landlord as additional rent hereunder, or (ii)
elect to cancel this Lease as provided in paragraph (b) hereof.

         (d) Landlord shall have the right to transfer, assign or convey, in
whole or in part, the Building and any and all of its rights under this Lease,
and in the event Landlord assigns its rights under this Lease, Landlord shall
thereby be released from any further obligations hereunder, and Tenant agrees to
look solely to such successor in interest of Landlord for performance of such
obligations.

         (e) Tenant shall not offer the Premises for lease, assignment or
sublease (without implying the consent of Landlord to offer the Premises for any
purposes) at a rental rate less than the then "current building rental rate,"
which is the rental rate for space in the Building offered by Landlord to third
parties. In the event there is any controversy or question as to the current
building rental rate offered by Landlord, Landlord shall be the sole and
exclusive determinate of such rental rate. In the event Tenant shall enter into
a lease, assignment or sublease of the Premises (without implying the consent
of Landlord thereto) and the rental rate is other than the current building
rental rate, Landlord, in addition to any other right or remedy available to
Landlord may (1) terminate this Lease, (2) terminate the Lease, assignment or
sublease, (3) increase the rental rate under this Lease to the current building
rental rate as determined by Landlord, or (4) increase the rental rate under the
Lease, assignment or sublease to the current building rental rate as determined
by Landlord, and keep the excess, if any for itself as additional rent.

         (f) Tenant shall not offer the Premises for lease, assignment or
sublease (without implying the consent of Landlord to offer the Premises for any
such purposes) to any tenant or subtenant of the Building. In the event Tenant
shall enter into a lease, assignment or sublease of the Premises (without
implying the consent of Landlord thereto) with a current tenant of the Building,
Landlord, in addition to any other right or remedy available to Landlord may (1)
terminate this Lease, (2) terminate the lease, assignment or sublease, (3)
increase the rental rate under this Lease to the current building rental rate as
determined by Landlord, or (4) increase the rental rate under the lease,
assignment or sublease to the current building rental crate as determined by
Landlord, and keep the excess, if any for itself as additional rent.

         (g) Tenant will not sublease from any tenant of the Building.

         (h) Notwithstanding any provision of this Lease to the contrary, Tenant
may assign or otherwise transfer any portion of this Lease, or sublet any
portion of the Premises, to an entity which is the parent company of Tenant, a
wholly owned subsidiary of Tenant, or an entity with entirely common ownership
with Tenant, without the prior consent of Landlord, but with written notice to
Landlord.

                                       7

<PAGE>

         10. INDEMNITY. Landlord shall not be liable for and Tenant will
indemnify and save harmless Landlord of and from all fines, suits, claims,
demands, losses and actions (including attorney's fees) for any injury to
person or damage to or loss of property on or about the premises caused by
the negligence or misconduct of or breach of this lease by, Tenant, its
employees, subtenants, invitees or other persons entering the premises or the
Building under express or implied invitation of Tenant, or arising out of
Tenant's use of the premises. Landlord shall not be liable or responsible for
any loss or damage to any property or death or injury to any person
occasioned by theft, fire, act of God, public enemy, criminal conduct of
third parties, injunction, riot, strike, insurrection, war, court order,
requisition or other action by any governmental body or authority, by other
tenants of the Building or any other matter beyond the control of Landlord,
or for any injury or damage or inconvenience which may arise through repair
or alteration of any part of the Building, or failure to make repairs, or
from any cause whatever.

         11. SUBORDINATION. This lease and all rights of Tenant hereunder are
subject and subordinate to any deeds of trust, mortgages or other instruments
of security, as well as to any ground leases or primary leases, that now or
hereafter cover all or any part of the Building, the land situated beneath
the Building or any interest of Landlord therein, and to any and all advances
made on the security thereof, and to any and all increases, renewals,
modifications, consolidations, replacements and extensions of any of such
deeds of trust, mortgages, instruments of security or leases. This provision
is hereby declared by Landlord and Tenant to be self-operative and no further
instrument shall be required to effect such subordination of this lease.
Tenant shall, however, upon demand at any time or times execute, acknowledge
and deliver to Landlord any and all instruments and certificates that in the
judgment of Landlord or Landlord's mortgagee may be necessary or proper to
confirm or evidence such subordination. Notwithstanding the generality of the
foregoing provisions of this Paragraph 11, Tenant agrees that any such
mortgagee shall have the right at any time to subordinate any such deeds of
trust, mortgages or other instruments of security to this lease on such terms
and subject to such conditions as such mortgagee may deem appropriate in its
discretion. Tenant further covenants and agrees upon demand by Landlord's
mortgagee at any time, before or after the institution of any proceedings for
the foreclosure of any such deeds of trust, mortgages or other instruments of
security, or sale of the Building pursuant to any such deeds of trust,
mortgages or other instruments of security, to attorn to such purchaser upon
any such sale and to recognize such purchaser as Landlord under this lease.
The agreement of Tenant to attorn upon demand of Landlord's mortgagee
contained in the immediately preceding sentence shall survive any such
foreclosure sale or trustee's sale. Tenant shall upon demand at any time or
times, before or after any such foreclosure sale or trustee's sale, execute,
acknowledge and deliver to Landlord's mortgagee any and all instruments and
certificates that in the judgment of Landlord's mortgagee may be necessary or
proper to confirm or evidence such attornment, and Tenant hereby irrevocably
authorizes Landlord's mortgagee to execute, acknowledge and deliver any such
instruments and certificates on Tenant's behalf.

         12. RULES AND REGULATIONS. Tenant and Tenant's agents, employees,
and invitees will comply fully with all requirements of the rules and
regulations of the Building and related facilities which are attached hereto
as Exhibit B, and made a part hereof as though fully set out herein. Landlord
shall at all times have the right to change such rules and regulations or to
promulgate other rules and regulations in such manner as may be deemed
advisable for safety, care, or cleanliness of the Building and related
facilities or premises, and for preservation of good order therein, all of
which rules and regulations, changes and amendments will be forwarded to
Tenant in writing and shall be carried out and observed by Tenant. Tenant
shall further be responsible for the compliance with such rules and
regulations by the employees, servants, agents, visitors and invitees of
Tenant.

         13. INSPECTION. Landlord or its officers, agents and representatives
shall have the right to enter into and upon any and all parts of the premises
at all reasonable hours (or, in any emergency, at any hour) to (a) inspect
same or clean or make repairs or alterations or additions as Landlord may
deem necessary (but without any obligation to do so, except as expressly
provided for herein) or (b) show the premises to prospective tenants,
purchasers or lenders; and Tenant shall not be entitled to any abatement or
reduction of rent by reason thereof, nor shall such be deemed to be an actual
or constructive eviction.

                                       8

<PAGE>

         14. CONDEMNATION. If the premises or any part thereof, or if the
Building or any portion of the Building leaving the remainder of the Building
unsuitable for use as an office building comparable to its use on the
Commencement Date of this lease, shall be taken or condemned in whole or in part
for public purposes, or sold in lieu of condemnation, then the lease term shall,
at the sole option of Landlord, forthwith cease and terminate; all compensation
awarded for any taking (or sale proceeds in lieu thereof) shall be the property
of Landlord, and Tenant shall have no claim thereto, the same being hereby
expressly waived by Tenant.

         15. FIRE OR OTHER CASUALTY. In the event that the Building should be
totally destroyed by fire, tornado or other casualty or in the event the
premises or the Building should be so damaged that rebuilding or repairs cannot
be completed within one hundred eighty (180) days after the date of such damage,
Landlord may at its option terminate this lease, in which event the rent shall
be abated during the unexpired portion of this lease effective with the date of
such damage. In the event the Building or the premises should be damaged by
fire, tornado or other casualty covered by Landlord's insurance, but only to
such extent that rebuilding or repairs can be completed within one hundred
eighty (180) days after the date of such damage, or if the damage should be more
serious but Landlord does not elect to terminate this lease, in either such
event Landlord shall within sixty (60) days after the date of such damage
commence to rebuild or repair the Building and/or the premises and shall proceed
with reasonable diligence to restore the Building and/or premises to
substantially the same condition in which it was immediately prior to the
happening of the casualty, except that Landlord shall not be required to
rebuild, repair or replace any part of the furniture, equipment, fixtures and
other improvements which may have been placed by Tenant or other tenants within
the Building or the premises. Landlord shall allow Tenant a fair diminution of
rent during the time the premises are unfit for occupancy. In the event any
mortgagee under a deed of trust, security agreement or mortgage on the Building
should require that any insurance proceeds be used to retire the mortgage debt,
Landlord shall have no obligation to rebuild and this lease shall terminate upon
notice to Tenant. Except as hereinafter provided, any insurance which may be
carried by Landlord or Tenant against loss or damage to the Building or to the
premises shall be for the sole benefit of the party carrying such insurance and
under its sole control.

         16. HOLDING OVER. Should Tenant, or any of its successors in interest,
hold over the premises, or any part thereof, after the expiration of the lease
term, unless otherwise agreed in writing by Landlord, such holding over shall
constitute and be construed as a tenancy at will only, at a daily rental equal
to the daily rent payable for the last month of the lease term plus fifty
percent (50%) of such amount. The inclusion of the preceding sentence shall not
be construed as Landlord's consent for Tenant to hold over.

         17. TAXES.

         (a) Landlord shall pay before they become delinquent all taxes,
assessments and governmental charges of any kind and nature whatsoever
(hereinafter collectively referred to as "Taxes") lawfully levied or assessed
against the Building and the grounds, parking areas, driveways and alleys
around the Building. In addition, the term "Taxes" shall include any
reasonable fees, expenses and costs incurred by Landlord in its efforts to
insure a fair and equitable tax burden on the land and the Building and in
connection with any protest by Landlord of any assessments, levies or the tax
rate.

         (b) If at any time during the term of this lease, the present method
of taxation shall be changed so that in lieu of the whole or any part of any
tax assessments or governmental charges levied, assessed or imposed on real
estate and the improvements thereon, there shall be levied, assessed or
imposed on Landlord a capital levy or other tax directly on the rents
received therefrom and/or a franchise tax, assessment, levy or charge
measured by or based, in whole or in part, upon such rents for the present or
any future building on the premises, then all such taxes, assessments,
levies or charges, or the part thereof so measured or based, shall be deemed
to be included within the term "Taxes" for the purposes hereof.

         (c) Tenant shall be liable for all taxes levied or assessed against
personal property, furniture or fixtures placed by Tenant in the premises. If
any such taxes for which Tenant is liable are levied or assessed against
Landlord or Landlord's property and if Landlord elects to pay the same or if
the assessed value of Landlord's

                                       9

<PAGE>

property is increased by inclusion of personal property, furniture or
fixtures placed by Tenant in the premises, and Landlord elects to pay the
taxes based on such increases, Tenant shall pay to Landlord upon demand that
part of such taxes for which Tenant is primarily liable hereunder.

         18. EVENTS OF DEFAULT. The following events shall be deemed to be
events of default by Tenant under this lease:

         (a) Tenant shall fail to pay when due any rental or other sums
payable by Tenant hereunder (or under any other lease now or hereafter
executed by Tenant in connection with space in the Building).

         (b) Tenant shall fail to comply with or observe any other provisions
of this lease (or any other lease now or hereafter executed by Tenant in
connection with space in the Building).

         (c) Tenant or any guarantor of Tenant's obligations hereunder shall
make an assignment for the benefit of creditors.

         (d) Any petition shall be filed by or against Tenant or any
guarantor of Tenant's obligation hereunder under any section or chapter of
the National Bankruptcy Act as amended, or under any similar law or statute
of the United States or any State thereof, or Tenant or any guarantor of
Tenant's obligations hereunder shall be adjudged bankrupt or insolvent in
proceedings filed thereunder.

         (e) A receiver or Trustee shall be appointed for all or
substantially all of the assets of Tenant or any guarantor of Tenant's
obligations hereunder.

         (f) Tenant shall desert or vacate any portion of the premises.

         19. REMEDIES. Upon the occurrence of any event of default specified
in this lease, Landlord shall have the option to pursue any one or more of
the following remedies without any notice or demand whatsoever:

         (a) Terminate this lease in which event Tenant shall immediately
surrender the premises to Landlord, and if Tenant fails to do so, Landlord
may, without prejudice to any other remedy which it may have for possession
or arrearages in rent, enter upon and take possession and expel or remove
Tenant and any other person who may be occupying said premises or any part
thereof, without being liable for prosecution or any claim for damages
therefor; and Tenant agrees to pay to Landlord on demand the amount of all
loss and damage which Landlord may suffer by reason of such termination,
whether through inability to relet the premises on satisfactory terms or
otherwise, including the loss of rental for the remainder of the lease term.

         (b) Enter upon and take possession of the premises and expel or
remove Tenant and any other person who may be occupying the premises or any
part thereof, without being liable for prosecution or any claim for damages
therefor, and if Landlord so elects, relet the premises on such terms as
Landlord shall deem advisable and receive the rent therefor; and Tenant
agrees to pay to Landlord on demand any deficiency that may arise by reason
of such reletting for the remainder of the lease term.

         (c) Enter upon the premises without being liable for prosecution or
any claim for damages therefor, and do whatever Tenant is obligated to do
under the terms of this lease; and Tenant agrees to reimburse Landlord on
demand for any expenses which Landlord may incur in thus effecting compliance
with Tenant's obligations under this lease, and Tenant further agrees that
Landlord shall not be liable for any damages resulting to the Tenant from
such action.

No reentry or taking possession of the premises by Landlord shall be construed
as an election on its part to terminate this lease, unless a written notice of
such intention be given to Tenant. Notwithstanding any such reletting or
reentry or taking possession, Landlord may at any time thereafter elect to
terminate this lease for a previous default. Pursuit of any of the foregoing
remedies shall not preclude pursuit of any of the other remedies herein
provided or any other remedies provided by law, nor shall pursuit of any
remedy herein

                                       10

<PAGE>

provided constitute a forfeiture or waiver of any rent due to
Landlord hereunder or of any damages occurring to Landlord by reason of the
violation of any of the terms, provisions and covenants herein contained.
Landlord's acceptance of rent following an event of default hereunder shall
not be construed as LandLord's waiver of such event of default. No waiver by
Landlord of any violation or breach of any of the terms, provisions, and
covenants herein contained shall be deemed or construed to constitute a
waiver of any other violation or default. The loss or damage that Landlord
may suffer by reason of termination of this lease or the deficiency from any
reletting as provided for above shall include the expense of repossession and
any repairs or remodeling undertaken by Landlord following repossession.
Should Landlord at any time terminate this lease for any default, in addition
to any other remedy Landlord may have, Landlord may recover from Tenant all
damages Landlord may incur by reason of such default, including the cost of
recovering the premises and the loss of rental for the remainder of the lease
term.

In the event that Landlord enters upon and takes possession of the premises
due to the Tenant's default in payment of rent, the Landlord is expressly
authorized to change the lock on the door to the premises, and shall not be
required to place written notice on the Tenant's front door nor to furnish a
new key to the Tenant. It is further agreed that all rights and remedies of
both the Landlord and the Tenant shall be governed by this lease, and not by
Section 93.002(a)-(g) of the Texas Property Code, which shall have no
applicability to this lease.

         20. SURRENDER OF PREMISES. No act or thing done by Landlord or its
agents during the term hereby granted shall be deemed an acceptance of a
surrender of the premises, and no agreement to accept a surrender of the
premises shall be valid unless the same be made in writing and signed by
Landlord.

         21. ATTORNEY'S FEES. In case it should be necessary or proper for
Landlord to bring any action under this lease or to consult or place said
lease, or any amount payable by Tenant hereunder, with an attorney concerning
or for the enforcement of any of Landlord's rights hereunder, then Tenant
agrees in each and any such case to pay to Landlord a reasonable attorney's
fee.

         22. LANDLORD'S LIEN. In addition to the statutory Landlord's lien,
Landlord shall have, at all times, and Tenant hereby grants to Landlord, a
contractual Landlord's lien and a valid security interest to secure payment
of all rentals and other sums of money becoming due hereunder from Tenant,
and to secure payment loss which Landlord may suffer by reason of the breach
by Tenant of any damages or covenant, agreement or condition contained
herein, upon all goods, wares, equipment, fixtures, furniture, improvements
and other personal property of Tenant presently or which may hereafter be
situated on the premises, and all proceeds therefrom, and such property shall
not be removed therefrom without the consent of Landlord until all arrearages
in rent as well as all other sums of money then due to Landlord hereunder
shall first have been paid and discharged and all the covenants, agreements
and conditions hereof have been fully complied with and performed by Tenant.
Upon the occurrence of an event of default by Tenant, Landlord may, in
addition to any other remedies provided herein, enter upon the premises and
take possession of any goods, wares, equipment, fixtures, furniture,
improvements and other personal property of Tenant situated on the premises,
without liability for trespass or conversion, and sell the same at public or
private sale, with or without having such property at the sale, after giving
Tenant reasonable notice of the time and place of any public sale or of the
time after which any private sale is to be made, at which sale Landlord or
its assigns may, pursuant to its contractual Landlord's lien or its security
interest, purchase unless otherwise prohibited by law. Unless otherwise
provided by law, and without intending to exclude any other manner of giving
Tenant reasonable notice, the requirements of reasonable notice shall be met
if such notice is given in the manner prescribed in Paragraph 29 of this
lease at least five (5) days before the time of sale. The proceeds from any
such disposition, less any and all expenses connected with the taking of
possession, holding and selling of the property (including reasonable
attorney's fees and other expenses), shall be applied as a credit against the
indebtedness secured by the security interest granted in this Paragraph 22.
Any surplus shall be paid to Tenant or as otherwise required by law; and
Tenant shall pay any deficiencies forthwith. Upon request by Landlord, Tenant
agrees to execute and deliver to Landlofd a financing statement in form
sufficient to perfect the security interest of Landlord in the aforementioned
property and proceeds thereof under the provisions of the Uniform Commercial
Code in force in the State of Texas. The statutory lien for rent is not
hereby waived,

                                       11

<PAGE>

the contractual Landlord's lien and the security interest herein granted
being in addition and supplementary thereto.

         23. MECHANIC'S LEINS. Tenant will not permit any mechanic's lien or
liens to be placed upon the premises or the Building or improvements thereon
during the lease term caused by or resulting from any work performed,
materials furnished or obligation incurred by or at the request of Tenant,
and in the case of the filing of any such lien Tenant will promptly pay same.
If default in payment thereof shall continue for twenty (20) days after
written notice thereof from Landlord to Tenant, Landlord shall have the right
and privliege at Landlord's option of paying the same or any portion thereof
without inquiry as to the validity thereof, and any amounts so paid,
including expenses and interest, shall be so much additional indebtedness
hereunder due by Tenant to Landlord and shall be repaid to Landlord
immediately on rendition of a bill therefor.

         24. NO SUBROGATION-LIABILITY INSURANCE.

         (a) Each party hereto hereby waives any cause of action it might
have against the other party on account of any loss or damage that is insured
against under any insurance policy (to the extent that such loss or damage is
recoverable under such insurance policy) that covers the Building, the
premises, Landlord's or Tenant's fixtures, personal property, leasehold
improvements or business and which names Landlord or Tenant, as the case may
be, as a party insured, it being understood and agreed that this provision is
cumulative of Paragraph 10 hereof. Each party hereto agrees that it will
request its insurance carrier to endorse all applicable policies waiving the
carrier's rights of recovery under subrogation or otherwise against the other
party.

         (b) Tenant shall procure and maintain throughout the lease term a
policy or policies of insurance at its sole cost and expense and in amounts
of not less than a combined single limit of $1,000,000 or such other amounts
as Landlord may from time to time require, insuring Tenant and Landlord
against any and all liability to the extent obtainable for injury to or death
of a person or persons or damage to property occasioned by or arising out of
or in connection with the use, operation and occupancy of the premises.
Tenant shall furnish a certificate of insurance and such other evidence
satisfactory to Landlord of the maintenance of all insurance coverage
required hereunder, and Tenant shall obtain a written obligation on the part
of each insurance company to notify Landlord at least thirty (30) days prior to
cancellation or material change of any such insurance. Such certificates or
other evidence of insurance coverage to be delivered no later than the date
on which Tenant takes possession of the leased premises for any purpose and
thereafter no later than ten (10) days prior to expiration of existing
policies. All insurance policies required of Tenant shall be written on an
occurrence basis.

         25. SUBSTITUTION SPACE. Intentionally Deleted

         26. BROKERAGE. Tenant warrants that it has had no dealing with any
broker or agent in connection with the negotiation or execution of this lease
and Tenant agrees to indemnify Landlord against all costs, expenses,
attorneys' fees or other liability for commissions or other compensation or
charges claimed by any broker or agent claiming the same by, through or under
Tenant.

         27. CHANGE OF BUILDING NAME. Landlord reserves the right at any time
to change the name by which the Building is designated.

         28. ESTOPPEL CERTIFICATES. Tenant agrees to furnish from time to
time when requested by Landlord, the holder of any deed of trust or mortgage
or the lessor under any ground lease covering all or any part of the Building
or the improvements therein or the premises or any interest of Landlord
therein, a certificate signed by Tenant confirming and containing such
factual certifications and representations deemed appropriate by Landlord,
the holder of any deed of trust or mortgage or the lessor under any ground
lease covering all or any part of the Building or the improvements therein or
the premises or any interest of Landlord therein, and Tenant shall within ten
(10) days following receipt of said proposed certificate from Landlord,
return a fully

                                       12

<PAGE>

executed copy of said certificate to Landlord. In the event Tenant shall fail
to return a fully executed copy of such certificate to Landlord within the
foregoing ten-day period, then Tenant shall be deemed to have approved and
confirmed all of the terms, certifications and representations contained in
such certificate.

         29. NOTICES. Each provision of this Agreement, or of any applicable
governmental laws, ordinances, regulations, and other requirements with
reference to the sending, mailing or delivery of any notice, or with
reference to the making of any payment by Tenant to Landlord, shall be deemed
to be complied with when and if the following steps are taken:

         (a) All rent and other payments required to be made by Tenant to
Landlord hereunder shall be payable to Landlord in Bexar County, Texas, at
the address set forth in the Basic Lease Information or at such other
address as Landlord may specify from time to time by written notice delivered
in accordance herewith.

         (b) Any notice or document required to be delivered hereunder shall
be deemed to be delivered if actually received and whether or not received
when deposited in the United States mail, postage prepaid, certified or
registered mail (with or without return receipt requested), addressed to the
parties hereto at the respective addresses set forth in the Basic Lease
Information or at such other address as either of said parties have
theretofore specified by written notice delivered in accordance herewith.

         30. FORCE MAJEURE. Whenever a period of time is herein prescribed
for action to be taken by Landlord, Landlord shall not be liable or
responsible for, and there shall be excluded from the computation for any
such period of time, any delays due to strikes, riots, acts of God, shortages
of labor or materials, war, governmental laws, regulations or restrictions
any other causes of any kind whatsoever which are beyond the reasonable
control of Landlord.

         31. SEPARABILITY. If any clause or provision of this lease is
illegal, invalid or unenforceable under present or future laws effective
during the lease term, then and in that event, it is the intention of the
parties hereto that the remainder of this lease shall not be affected
thereby, and it is also the intention of the parties to this lease that in
lieu of each clause or provision of this lease that is illegal, invalid or
unenforceable, there be added as a part of this lease a clause or provision
as similar in terms to such illegal, invalid or unenforceable clause or
provision as may be possible and be legal, valid and enforceable.

         32. AMENDMENTS; BINDING EFFECT. This lease may not be altered,
changed or amended, except by instrument in writing signed by both parties
hereto. No provision of this lease shall be deemed to have been waived by
Landlord unless such waiver be in writing signed by Landlord and addressed to
Tenant, nor shall any custom or practice which may evolve between the parties
in the administration of the terms hereof be construed to waive or lessen the
right of Landlord to insist upon the performance by Tenant in strict
accordance with the terms hereof. The terms and conditions contained in this
lease shall apply to, inure to the benefit of, and be binding upon the
parties hereto, and upon their respective successors in interest and legal
representatives, except as otherwise herein expressly provided.

         33. QUIET ENJOYMENT. Provided Tenant has performed all of the terms
and conditions of this lease, including the payment of rent, to be performed
by Tenant, Tenant shall peaceably and quietly hold and enjoy the premises for
the lease term, without hindrance from Landlord, subject to the terms and
conditions of this lease.

         34. GENDER. Words of any gender used in this lease shall be held and
construed to include any other gender, and words in the singular number shall
be held to include the plural, unless the context otherwise requires.

         35. JOINT AND SEVERAL LIABILITY. If there be more than one Tenant,
the obligations hereunder imposed upon Tenant shall be joint and several. If
there be a guarantor of tenant's obligations hereunder, the obligations
hereunder imposed upon Tenant shall be the joint and several obligations of
Tenant and such guarantor and Landlord need not first proceed against Tenant
before proceeding against such guarantor nor

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<PAGE>

shall any such guarantor be released from its guaranty for any reason
whatsoever, including without limitation, in case of any amendments hereto,
waivers hereof or failure to give such guarantor any notices hereunder.

         36. PERSONAL LIABILITY. The liability of Landlord to Tenant for any
default by Landlord under the terms of this lease shall be limited to the
interest of Landlord in the Building and the land and Landlord shall not be
personally liable for any deficiency. This clause shall not be deemed to
limit or deny any remedies which Tenant may have in the event of default by
Landlord hereunder which do not involve the personal liability of Landlord.

         37. CERTAIN RIGHTS RESERVED BY LANDLORD. Landlord shall have the
following rights, exercisable without notice and without liability to Tenant
for damage or injury to property, persons or business and without effecting
an eviction, constructive or actual, or disturbance of Tenant's use or
possession or giving rise to any claim for setoff or abatement of rent:

         (a) To decorate and make repairs, alterations, additions, changes or
improvements, whether structural or otherwise, in and about the Building, or
any part thereof, and for such purposes to enter the leased premises and,
during the continuance of any such work to temporarily close doors,
entry-ways, public space and corridors in the Building, to interrupt or
temporarily suspend Building services and facilities and to change the
arrangement and location of entrances or passageways, doors and doorways,
corridors, elevators, stairs, toilets, or other public parts of the Building,
all without abatement of rent or affecting any of Tenant's obligations
hereunder, so long as the premises are reasonably accessible.

         (b) To have and retain a paramount title to the leased premises free
and clear of any act of Tenant purporting to burden or encumber them.

         (c) To grant to anyone the exclusive right to conduct any business
or render any service in or to the Building, provided such exclusive right
shall not operate to exclude Tenant from the use expressly permitted herein.

         (d) To prohibit the placing of vending or dispensing machines of any
kind in or about the premises without the prior written permission of
Landlord.

         (e) To have access for Landlord and other tenants of the Building to
any mail chutes located on the premises according to the rules of the United
States Postal Service.

         (f) To take all such reasonable measures as Landlord may deem
advisable for the security of the Building and its occupants, including
without limitation, the search of all persons entering or leaving the
Building, the evacuation of the Building for cause, suspected cause, or for
drill purposes, the temporary denial of access to the Building, and the
closing of the Building after normal business hours and on Saturdays, Sundays
and holidays, subject, however, to Tenant's right to admittance when the
Building is closed after normal business hours under such reasonable
regulations as Landlord may prescribe from time to time which may include by
way of example but not of limitation, that persons entering or leaving the
Building, whether or not during normal business hours, identify themselves to
a security officer by registration or otherwise and that such persons
establish their right to enter or leave the Building.

         38. NOTICE TO LENDER. If the premises or the Building or any part
thereof are at any time subject to a first mortgage or a first deed of trust
or other similar instruments and this lease or the rentals are assigned to
such mortgagee, trustee or beneficiary and the Tenant is given written notice
thereof, including the post office address of such assignee, then the Tenant
shall not terminate this lease or abate rentals for any default on the part
of the Landlord without first giving written notice by certified or
registered mail, return receipt requested to such assignee, specifying the
default in reasonable detail, and affording such assignee a reasonable
opportunity to make performance, at its election, for and on behalf of the
Landlord.

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<PAGE>

         39. CAPTIONS. The captions contained in this lease are for
convenience of reference only and in no way limit or enlarge the terms and
conditions of this lease.

         40. MISCELLANEOUS.

         (a) Any approval by Landlord or Landlord's architects and/or
engineers of any of Tenant's drawings, plans and specifications which are
prepared in connection with any construction of improvements in the premises
shall not in any way be construed or operate to bind Landlord or to
constitute a representation or warranty of Landlord as to the adequacy or
sufficiency of such drawings, plans and specifications, or the improvements
to which they relate, for any use, purpose, or condition, but such approval
shall merely be the consent of Landlord as may be required hereunder in
connection with Tenant's construction of improvements in the leased premises
in accordance with such drawings, plans and specifications.

         (b) Each and every covenant and agreement contained in this lease
is, and shall be construed to be, a separate and independent covenant and
agreement.

         (c) There shall be no merger of this lease or of the leasehold
estate hereby created with the fee estate in the leased premises or any part
thereof by reason of the fact that the same person may acquire or hold,
directly or indirectly, this lease or the leasehold estate hereby created or
any interest in this lease or in such leasehold estate as well as the fee
estate in the leasehold premises or any interest in such fee estate.

         (d) Neither Landlord nor Landlord's agents or brokers have made any
representations or promises with respect to the premises, the Building or the
land except as herein expressly set forth and no rights, easements or
licenses are acquired by Tenant by implication or otherwise except as
expressly set forth in the provisions of this lease.

         (e) The submission of this lease to Tenant shall not be construed as
an offer, nor shall Tenant have any rights with respect thereto unless and
until Landlord shall, or shall cause its managing agent to, execute a copy of
this lease and deliver the same to Tenant.

         (f) In no event shall Landlord, including any successor or assignee
of all or a portion of Landlord's interest in the Building, be personally
liable or accountable with respect to any provision of this Lease. If
Landlord shall be in breach or default with respect to any obligation
hereunder or otherwise, Tenant agrees to look for satisfaction solely to
Landlord's interest in the Building.

         41. LENDER APPROVAL. This lease is subject to Landlord's lender
approval. If Landlord can obtain said approval only upon the basis of
modifications of the terms and provisions of this lease, Landlord shall have
the right to cancel this lease if Tenant refuses to approve in writing any
such modification within fifteen (15) days after Landlord's request
therefor. If such right to cancel is exercised, this lease shall thereafter
be null and void, and security deposited hereunder shall be returned to
Tenant and neither party shall have any liability to the other by reason of
such cancellation.

         42. EXHIBITS AND ATTACHMENTS. All exhibits, attachments, riders and
addenda referred to in this lease and the exhibits listed hereinbelow are
incorporated into this lease and made apart hereof for all intents and
purposes.

         Exhibit A: Outline of Premises
         Exhibit B: Rules and Regulations



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<PAGE>

         43. SPECIAL PROVISIONS.

         PARKING: Provided Tenant is not in default hereunder, Tenant shall
be permitted to use the parking garage associated with the Building during
the lease term for the parking of one (1) monthly parking permit for each 800
square feet of rentable area leased in the Building at the current building
rate, conditions and regulations as are from time to time charged or
applicable to patrons of said parking garage for space similarly situated
within said parking garage plus State and Local Taxes; provided, however, the
failure, for any reason, of Landlord to provide or make available such
parking spaces to Tenant or the inability of Tenant to utilize said parking
spaces shall under no circumstances be deemed a default by Landlord as to
permit Tenant to terminate this Lease, in whole or in part, or to have any
claim or cause of action against Landlord as a result thereof, the same being
hereby expressly waived by Tenant.

TERMINATION RIGHT: At the end of the First (1st) year of the Lease Term,
Tenant shall have a one time option to "buy-out" the remaining term of the
Lease and thereby obtain a termination of this Lease on the terms and
provisions stated herein. Provided the proposed buy-out is coincident to
Tenant providing at least one hundred twenty (120) days prior written notice
by Tenant to Landlord of the proposed effective date of termination. Tenant
may terminate this Lease by payment of a "Cancellation Fee" to Landlord
consisting of the following:

     (1)  All unamortized costs associated with the Lease including unamortized
          brokerage commissions, the costs of improvements, architectural fees
          and the cost of legal fees incurred by Landlord associated with the
          termination of this Lease, which may include the cost of review by
          legal counsel of related documents and matters, plus (2) a fee equal
          to three (3) months Basic Rental. The costs associated with the Lease
          shall be amortized in equal instalments over the initial Lease Term at
          a rate of twelve percent (12%) per annum.

         In the event Tenant gives Landlord such buy-out notice in accordance
with the terms hereof. Landlord shall provide to Tenant within thirty (30) days
of receipt of such notice, a calculation of the amount due by Tenant to Landlord
representing the Cancellation Fee. Tenant shall, within thirty (30) days after
of receipt of such notice, pay Landlord the Cancellation Fee or Tenant shall be
deemed to have waived the right to exercise this buy-out and this Lease shall
remain in full force.


DATED AS OF THE DATE FIRST ABOVE WRITTEN.

LANDLORD:                              TENANT:

SANTA CLARA LAND COMPANY, LTD.         RACKSPACE.COM

By: Wiltshire Holdings L.C.,
    Its General Partner

BY: /s/ Graham Weston                  BY: /s/ Morris A. Miller COO
   -------------------------              -------------------------
         Graham Weston                          Morris A. Miller
         Manager                                Chief Operating Officer
                                       TITLE:
                                             -------------




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<PAGE>

                                   EXHIBIT "A"
                               OUTLINE OF PREMISES


                                   [GRAPHIC]


<PAGE>

                                   EXHIBIT "B"
                         BUILDING RULES AND REGULATIONS

The following rules and regulations shall apply, where applicable, to the
premises, the Building, the parking garage associated therewith, the land
situated beneath the Building and the appurtenances thereto:

1. Sidewalks, doorways, vestibules, halls, stairways and other similar areas
shall not be obstructed by tenants or used by any tenant for any purpose
other than ingress and egress to and from the leased premises and for going
from one to another part of the Building.

2. Plumbing, fixtures and appliances shall be used only for the purposes for
which designed, and no sweepings, rubbish, rags or other unsuitable material
shall be thrown or placed therein. Damage resulting to any such fixtures or
appliances from misuse by a tenant or such tenant's agents, employees or
invitees, shall be paid by such tenant, and Landlord shall not in any case be
responsible therefor.

3. No signs, advertisements or notices shall be painted or affixed on or to
any windows or doors or other part of the building except of such color, size
and style and in such places as shall be first approved in writing by
Landlord. No nails, hooks or screws shall be driven or inserted in any part
of the Building except by the Building maintenance personnel nor shall any
part of the Building be defaced by tenants. No curtains or other window
treatments shall be placed between the glass and the Building standard window
treatments.

4. Landlord will provide and maintain an alphabetical directory board for all
tenants in the first floor (main lobby) of the Building and no other
directory shall be permitted unless previously consented to by Landlord in
writing. The cost of directory strips shall be borne by Tenant.

5. Landlord shall provide all locks for doors in each tenant's leased
premises, at the cost of such tenant, and no tenant shall place any
additional lock or locks on any door in its leased area without Landlord's
prior written consent. Landlord shall furnish a reasonable number of keys to
the locks on the doors in each tenant's leased premises to each tenant, at
the cost of such tenant, and the tenants shall not have any duplicate keys
made.

6. With respect to work being performed by tenants in any leased premises
with the approval of Landlord, all tenants will refer all contractors,
contractors' representatives and installation technicians rendering any
service to them to Landlord for Landlord's supervision, approval and control
before the performance of any contractual services. This provision shall
apply to all work performed in the Building including, but not limited to,
installations of telephones, telegraph equipment, electrical devices and
attachments, doors, entranceways, and any and all installations of every
nature affecting floors, walls, woodwork trim, windows, ceilings, equipment
and any other physical portion of the Building.

7. Movement in or out of the Building of furniture or office equipment, or
dispatch or receipt by tenants of any bulky material, merchandise or
materials which requires use of elevators or stairways, or movement through
the Building entrances or lobby shall be restricted to such hours as Landlord
shall designate. All such movements shall be under the supervision of
Landlord and in the manner agreed between the tenants and Landlord by
prearrangement before performance. Such prearrangement initiated by a tenant
will include determination by Landlord, and subject to its decision and
control, as to the time, method, and routing of movement and as to
limitations for safety or other concern which may prohibit any article,
equipment or any other item from being brought into the Building. The tenants
are to assume all risks as to the damage to articles moved and injury to
persons or public engaged or not engaged in such movement, including
equipment, property and personnel of Landlord if damaged or injured as a
result of acts in connection with carrying out this service for a tenant from
the time of entering the property to completion of work; and Landlord shall not
be liable for acts of any person engaged in, or any damage or loss to any of
said property or persons resulting from, any act in connection with such
service performed for a tenant.

8. Landlord shall have the power to prescribe the weight and positition of
safes and other heavy equipment or items, which shall in all cases, to
distribute weight, stand on supporting devices approved by Landlord. All

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<PAGE>

damages done to the Building by the installation or removal of any property
of a tenant, or done by a tenant's property while in the Building, shall be
repaired at the expense of such tenant.

9. A tenant shall notify the Building Manager when safes or other heavy
equipment are to be taken in or out of the Building, and the moving shall be
done under the supervision of the Building Manager, after written permission
from Landlord. Persons employed to move such property must be acceptable to
Landlord.

10. Corridor doors, when not in use, shall be kept closed.

11. Each tenant shall cooperate with Landlord's employees in keeping its
leased premises neat and clean. Tenant shall not employ any person for the
purpose of such cleaning other than the Building's cleaning and maintenance
personnel.

12. Landlord shall be in no way responsible to the tenants, their agents,
employees, or invitees for any loss of property from the leased premises or
public areas or for any damages to any property thereon from any cause
whatsoever.

13. To insure orderly operation of the Building, no ice, mineral or other
water, towels, newspapers, etc. shall be delivered to any leased area except
by persons appointed or approved by Landlord in writing.

14. Should a tenant require telegraphic, telephonic, annunciator or other
communication service, Landlord will direct the electrician where and how
wires are to be introduced and placed and none shall be introduced or placed
except as Landlord shall direct. Electric current shall not be used for power
or heating without Landlord's prior written permission.

15. Tenant shall not make or permit any improper, objectionable or unpleasant
noises or odors in the Building or otherwise interfere in any way with other
tenants or persons having business with them.

16. Nothing shall be swept or thrown into the corridors, halls, elevator
shafts or stairways. No birds or animals shall be brought into or kept in, on
or about any tenant's leased premises.

17. No machinery of any kind shall be operated by any tenant on its leased
area without the prior written consent of Landlord, nor shall any tenant use
or keep in the Building any inflammable or explosive fluid or substance.

18. No portion of any tenant's leased premises shall at any time be used or
occupied as sleeping or lodging quarters.

19. Landlord will not be responsible for lost or stolen personal property,
money or jewelry from tenant's leased premises or public or common areas
regardless of whether such loss occurs when the area is locked against entry
or not.

20. Landlord reserves the right to rescind any of these rules and regulations
and to make such other and further rules and regulations as in its judgment
shall from time to time be needful for the safety, protection, care and
cleaniness of the Building, the operation thereof, the preservation of good
order therein and the protection and comfort of the tenants and their agents,
employees and invitees, which rules and regulations, when made and written
notice thereof is given to a tenant, shall be binding upon it in like manner
as it originally herein prescribed.




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