Exhibit
10.4
   PHOENIX
TOWER
  LEASE
AGREEMENT
  between
  PEAK
PHOENIX TOWER, L.P. ("LANDLORD")
  and
  PERMIAN
MUD SERVICE, INC. ("TENANT")
  Date:  April
28, 2005
  
 
  TABLE OF
CONTENTS
  PageI.
                  
                  11.1
                  LEASED
      PREMISES.
                  2II.
                  
                  42.1
                  TERM.
                  42.2
                  USE.
                  42.3
                  INITIAL
      LEASEHOLD IMPROVEMENTS.
                  52.4
                  SURVIVAL.
                  52.5
                  INTENTIONALLY
      DELETED.
                  5III.
                  
                  53.1
                  RENTAL
      PAYMENTS.
                  53.2
                  BASE
      RENTAL.
                  63.3
                  SECURITY
      DEPOSIT.
                  13IV.
                  
                  134.1
                  SERVICES
      TO BE FURNISHED BY LANDLORD.
                  134.2
                  KEYS
      AND LOCKS.
                  184.3
                  WINDOW
      COVERINGS.
                  184.4
                  GRAPHICS.
                  184.5
                  REPAIRS
      BY LANDLORD.
                  194.6
                  PEACEFUL
      ENJOYMENT.
                  194.7
                  NO
      WARRANTIES.
                  194.8
                  FORCE
      MAJEURE.
                  204.9
                  COMMUNICATIONS
      EQUIPMENT.
                  20V.
                  
                  235.1
                  PAYMENTS
      BY TENANT.
                  235.2
                  DAMAGE
      TO PROJECT.
                  235.3
                  CARE
      OF THE LEASED PREMISES.
                  235.4
                  ASSIGNMENT
      AND SUBLETTING.
                  245.5
                  ALTERATIONS,
      ADDITIONS, AND IMPROVEMENTS.
                  295.6
                  LEGAL
      USE AND VIOLATIONS OF INSURANCE COVERAGE.
                  315.7
                  LEGAL
      REQUIREMENTS; RULES OF THE PROJECT.
                  325.8
                  RIGHTS
      RESERVED BY LANDLORD.
                  335.9
                  NUISANCE.
                  345.10
                  SUBORDINATION.
                  345.11
                  ESTOPPEL
      CERTIFICATE.
                  355.12
                  TENANT'S
      REMEDIES.
                  355.13
                  NAME
      OF BUILDING AND PROJECT.
                  35VI.
                  
                  356.1
                  CONDEMNATION.
                  356.2
                  DAMAGES
      FROM CERTAIN CAUSES.
                  366.3
                  INTENTIONALLY
      DELETED.
                  36
 
  i
  
 Page6.4
                  HOLDING
      OVER.
                  376.5
                  CASUALTY.
                  376.6
                  ATTORNEYS'
      FEES.
                  386.7
                  ASSIGNMENTS
      BY LANDLORD.
                  386.8
                  DEFAULT
      BY TENANT.
                  386.9
                  INSOLVENCY
      OR BANKRUPTCY.
                  416.10
                  NON-WAIVER.
                  426.11
                  CASUALTY
      INSURANCE.
                  426.12
                  LIABILITY
      INSURANCE.
                  426.13
                  HOLD
      HARMLESS.
                  436.14
                  WAIVER
      OF SUBROGATION RIGHTS.
                  436.15
                  PARKING.
                  436.16
                  SEVERABILITY
                  456.17
                  NOTICES.
                  456.18
                  SUCCESSORS.
                  466.19
                  ENTIRETY.
                  466.20
                  FINANCIAL
      STATEMENTS.
                  466.21
                  AMENDMENTS.
                  466.22
                  MISCELLANEOUS.
                  476.23
                  EXCLUSIVE
      USE.
                  486.24
                  BROKERS.
                  496.25
                  VACATING
      THE LEASED PREMISES.
                  49VII.
                  
                  497.1
                  RENEWAL
      OPTIONS.
                  497.2
                  RIGHT
      OF REFUSAL.
                  52
  EXHIBITS
 A
                  -
      Description of LandB
                  -
      Floor Plan of Leased PremisesC-1
                  -
      Tenant Improvements Work ScheduleC-2
                  -
      Schedule of Building Standard ImprovementsD
                  -
      Certificate of Commencement Date and Rent Commencement
  DateE
                  -
      Project Rules & RegulationsF
                  -
      Exclusive Use ProvisionG
                  -
      Expansion SpaceH
                  -
      Technical Standards
   ii
  INDEX
  DEFINED
TERMS
  TERM
                PAGEAccess
      Card Request Form
                18Access
      Equipment
                18Actual
      Tenant
                27Additional
      Construction Costs
                See
      Exhibit C-1Additional
      Contractor
                See
      Exhibit C-1Additional
      Electrical Equipment
                15Additional
      Equipment
                22Affiliate
                25Annual
      Reconciliation Payment
                8Assigned
      Space
                28Assignee
                28Base
      Rental
                6Base
      Rental Adjustment
                7Base
      Rental Rate
                6Basic
      Cost Component
                7Basic
      Costs
                8Bid
      Documents
                See
      Exhibit C-1Bidding
      Contractors
                See
      Exhibit C-1Broker
                49Building
                2Building
      Operating Hours
                13Building
      Standard
                See
      Exhibit C-1Building
      Standard Improvements
                See
      Exhibit C-2Building
      Standard Rated Electrical Design Load
                14Building
      Standard Services
                13Business
      Days
                47Champions
                24Champions
      Assignment
                28Commencement
      Date
                See
      Exhibit C-1Common
      Areas
                3Communications
      Equipment
                20Company
                24Construction
      Allowance
                See
      Exhibit C-1Construction
      Contract
                See
      Exhibit C-1Construction
      Cost
                See
      Exhibit C-1Construction
      Date
                See
      Exhibit C-1Control
                25Costs
                33Effective
      Date
                1Eighth
      Month's Rent
                13Election
                52
 
  iii
 
 TERM
                PAGEElection
      Notice
                50Environmental
      Laws
                32Essential
      Services
                17Estimated
      Construction Cost
                See
      Exhibit C-1Event
      of Default
                38Evidence
      Date
                See
      Exhibit C-1Expansion
      Space
                52Expense
      Stop
                50First
      Renewal Option
                49First
      Renewal Term
                49Garage
                2General
      Common Areas
                3Governmental
      Authority
                32Hazardous
      Materials
                32Holidays
                14Initial
      Leased Premises
                See
      Exhibit C-1Initial
      Term
                4Intent
      Notice
                50Interest
      Rate
                6Interruption
                17Land
                2Landlord
                1Lease
                1Lease
      Month
                6Lease
      Year
                7Leased
      Premises
                2Legal
      Requirements
                32Market
      Base Rental Rate
                51Net
      Rentable Area
                2New
      Champions Lease
                28New
      Site
                20Notice
                25Offer
                52Operating
      Expenses
                8Outside
      Contractor
                29Parking
      Permits
                44Parking
      Rental
                44Partial
      Assignment
                28PCB
                32Permitted
      Affiliate
                24Project
                2Project
      Rules
                32Refusal
      Election Period
                53Refusal
      Expense Stop
                54Refusal
      Notice
                52
 
  iv
 
 TERM
                PAGERefusal
      Space
                52Refusal
      Space Rental Commencement Date
                54Release
                33Remaining
      Allowance
                See
      Exhibit C-1Renewal
      Option
                49Renewal
      Options
                49Renewal
      Term
                49Renewal
      Terms
                49Rent
                6Rent
      Commencement Date
                4Reportable
      Quantity
                33Reserved
      Permits
                43Revised
      Bid Documents
                See
      Exhibit C-1Right
      of Refusal
                52Satellite
      Rent
                23Second
      Renewal Option
                49Second
      Renewal Term
                50Security
      Cards
                18Security
      Deposit
                13Service
      Areas
                2Successor
                34Superior
      Rights
                52Technical
      Standards
                21Tenant
                1Tenant
      Architect
                See
      Exhibit C-1Tenant
      Contractor
                See
      Exhibit C-1Tenant
      Engineering Drawings
                See
      Exhibit C-1Tenant
      Improvements
                See
      Exhibit C-1Tenant
      Working Drawings
                See
      Exhibit C-1Term
                4Unassigned
      Permits
                43Untenantable
                17Usable
      Area
                3
  v
  LEASE
AGREEMENT
  THE
      STATE OF TEXAS
                    
                    COUNTY
      OF HARRIS
  THIS
LEASE AGREEMENT (this "Lease") is made and
entered into as of April 28, 2005 (the "Effective Date")
between PEAK PHOENIX TOWER, L.P. ("Landlord"), and
PERMIAN MUD SERVICE, INC., a Texas corporation ("Tenant").
  W I T N E S S E T
H:
  In
consideration of the sum of Ten Dollars ($10.00) and other valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, and
each in consideration of the duties, covenants and obligations of the other
hereunder, Landlord and Tenant hereby agree as follows:
  SUMMARY OF PRIMARY
TERMS
  I.
  Base Rental (Section
3.2(a)): Tenant shall pay as the Base Rental an annual amount equal to
the product of (x) the Base Rental Rate (defined in Section 3.2(a)) for the
applicable Lease Month (defined in Section 3.2(a)) identified below, multiplied
by (y) the number of square feet of Net Rentable Area comprising the Leased
Premises:
  Lease
      Months
                  Base
      Rental
                    Rate1
      through 7
                  $0.008
      through 45
                  $15.0046
      through 69
                  $16.7570
      through 120
                  $18.75
 
 Basic Cost Component
(Section 3.2(b)(i)):  Actual Basic Costs for the Base
Year.
  Base
Year:  2005.
  Commencement Date (Exhibit
C-1): The date of delivery to Tenant of the Leased Premises in its
current, as-is condition.
  Construction Allowance
(Exhibit C-1): $35.00 per square foot of Net Rentable Area contained in
the Leased Premises (or $1,805,370.00).
  Expiration Date (Section
2.1): The date ten (10) years after the Rent Commencement
Date.
   1
  Leased Premises (Section
1.1): 51,582 square feet of Net Rentable Area on Levels 27 and 28 of the
Building.
  Net Rentable Area of the
Building (Section 1.1): 618,578 square feet of Net Rentable
Area.
  Parking Permits (Section
6.15): One hundred eighty (180) Parking Permits, one hundred sixty-five
(165) of which shall be Unassigned Permits and fifteen (15) of which shall be
Reserved Permits.
  Rent Commencement Date
(Section 2.1):  August 1, 2005.
  1.1           LEASED
PREMISES.  Subject to and upon the terms, provisions and
conditions hereinafter set forth, Landlord does hereby lease to Tenant and
Tenant does hereby lease from Landlord those certain premises (the "Leased Premises") in
the building commonly referred to as Phoenix Tower as of the date hereof (the
"Building")
located in Houston, Texas on the land (the "Land") described on
Exhibit A (the
Building, the Land, the Garage [defined below], and all additional improvements
and additional facilities now or hereafter located on the Land that serve the
Building or the tenants of the Building hereinafter referred to as the "Project"), such
Leased Premises being more particularly described as follows:
  Fifty-one
thousand five hundred eighty-two (51,582) square feet of Net Rentable Area
(defined below) located on Levels 27 and 28 of the Building as reflected on the
floor plans of such Leased Premises attached hereto as Exhibit
B.
  "Garage" shall mean
the parking garage located under the Building which serves the
Building.
  "Net Rentable Area"
shall mean the area or areas of space within the Building determined as
follows:  (i) Net Rentable Area in the case of a full floor leased to
a single tenant is determined by measuring from the inside surface of the outer
pane of glass and extensions of the plane thereof in non-glass areas to the
inside surface of the opposite outer pane of glass and extensions of the plane
thereof in non-glass areas and shall include all areas enclosed by such
surfaces, excluding only Service Areas (defined below) and General Common Areas
(defined below), plus an allocation of the square footage of the General Common
Areas, and (ii) Net Rentable Area in the case of a floor leased to more than one
tenant (i.e., a multi-tenant floor) shall include the total square footage of
all floor areas enclosed by the inside surface of the outer pane of glass and
extensions of the plane thereof in non-glass areas and by demising walls
(measured from the inside surface of demising walls), excluding only Service
Areas and General Common Areas, plus an allocation of the square footage of the
Common Areas (defined below) and the General Common Areas.  In
determining Net Rentable Area pursuant to (i) and (ii) above, no deduction from
Net Rentable Area shall be made for columns or projections necessary to the
Building.
  "Service Areas" shall
mean the total square footage within vertical penetrations such as (and measured
from the midpoint of the walls enclosing) Building stairs, elevator
shafts,  fire towers, flues, vents, stacks, vertical pipe shafts, and
vertical ducts; however, structural
   2
  columns
are not included in Service Areas.  Areas for the specific use of
Tenant or other tenants of the Project or installed at the request of Tenant or
other tenants such as special stairs or elevators are not included within the
definition of Service Areas.
  "General Common Areas"
shall mean the total square footage within (and measured from the midpoint of
the walls enclosing or from the inside surface of the outer pane of glass
enclosing, or extensions of the plane thereof in non-glass areas) the Building's
elevator machine rooms, main mechanical rooms, loading dock facilities,
telephone switch rooms, main electrical rooms, public lobbies (including the
main floor lobby of the Building), engineering, security, postal and cleaning
areas, and other areas not leased or held for lease within the Building but
which are necessary or desirable for the proper utilization of the Building or
to provide customary services to the Building.  The allocation of the
square footage of the General Common Areas referred to in this Section 1.1 shall
be equal to the total square footage of the General Common Areas multiplied by a
fraction, the numerator of which is the Net Rentable Area of the Leased Premises
(excluding the allocation of the General Common Areas) and the denominator of
which is the total of all Net Rentable Area of space leased or held for lease as
office space or retail space contained in the Building (excluding the allocation
of the General Common Areas).
  "Common Areas" shall
mean the total square footage of all areas within (and measured from the
midpoint of the walls enclosing or inside surface of the outer pane of glass
enclosing) public corridors, elevator foyers, rest rooms, mechanical rooms,
janitor closets, telephone, electrical and equipment rooms, and other similar
facilities for the use of all tenants on the floor on which the Leased Premises
are located.  The allocation of the square footage of the Common Areas
shall be equal to the total square footage of the Common Areas on said floor
multiplied by a fraction, the numerator of which is the Net Rentable Area of the
portion of the Leased Premises (excluding the allocations of General Common
Areas and Common Areas) located on said floor and the denominator of which is
the total of all Net Rentable Area on said floor (excluding the allocations of
General Common Areas and Common Areas).
  "Usable Area" shall
mean (A) in the case of a full floor leased entirely by a single tenant, the Net
Rentable Area of the floor area minus the allocation of General Common Areas (it
being agreed that Common Areas are included in the calculations of Usable Area
in the case of a full floor leased entirely by a single tenant), and (B) in the
case of a floor not leased entirely by one tenant, the Net Rentable Area of the
floor area minus the allocation of General Common Areas and Common Areas which
were included in Net Rentable Area pursuant to this Section 1.1.
  The Net
Rentable Area in the Leased Premises is hereby stipulated for all purposes
hereof to be 51,582 square feet as of the Effective Date (and such amount shall
not be adjusted as a result of minor variations resulting from actual
construction and completion of the Leased Premises for occupancy so long as such
work is done in accordance with the terms and provisions of this
Lease).  The Net Rentable Area in the Building is stipulated to be
618,578 square feet.  The foregoing stipulations of the Net Rentable
Area in the Leased Premises and Building shall apply even if the Net Rentable
Area in the Leased Premises and Building, if calculated in accordance with the
foregoing definition, would result in a higher or lower
calculation.
   3
  II.
  2.1           TERM.
  (a)           Subject
to and upon the terms and conditions set forth herein, or in any exhibit or
addendum attached hereto, the term of this Lease shall commence as to the
Initial Leased Premises on the Commencement Date (as defined in Exhibit C-1) and
shall expire as to the entire Leased Premises (including any space added to the
Leased Premises after the Commencement Date, including, without limitation,
pursuant to Section 7.2 hereof) at 6:00 P.M. on the day immediately preceding
the same date of the one hundred twentieth (120th) calendar month after the Rent
Commencement Date (the "Initial
Term").  The Initial Term may be extended pursuant to Section
7.1 hereof (the Initial Term and, to the extent renewed and extended, the
Renewal Term [defined in Section 7.1] are hereinafter collectively called the
"Term").
  As used
in this Lease, "Rent
Commencement Date" shall mean August 1, 2005.
  (b)           After
the Rent Commencement Date, Landlord shall submit to Tenant and Tenant shall
execute and deliver to Landlord within ten (10) days of Tenant's receipt thereof
from Landlord, a declaration (in the form attached as Exhibit D) to confirm
the date upon which the Commencement Date and the Rent Commencement Date
occurred.  Tenant shall have ten (10) days after receipt of such
declaration to give written notice to Landlord objecting to the declaration,
failing which Tenant shall be deemed to have agreed the declaration is correct
and Tenant shall be required to execute the declaration within ten (10) days
after the expiration of such previous ten (10) day period.  If Tenant
objects to such declaration within such ten (10) day period, Landlord and Tenant
shall work together to resolve their differences.  After such
differences have been resolved, Landlord and Tenant shall execute the corrected
declaration.  All payments of Base Rental as adjusted by the Base
Rental Adjustment (each as defined in Article III), Parking Rental (defined in
Section 6.15) and all other payments required of Tenant herein shall be made as
and when required herein, notwithstanding any unresolved objections to the
declaration.  All such payments shall be based upon Landlord's
determination of the Rent Commencement Date of which Landlord will notify Tenant
until such objections have been finally resolved, whereupon any overpayment or
any underpayment theretofore made shall be adjusted by reducing or increasing,
as the case may be, the next installment of Base Rental coming due by the amount
of such overpayment or underpayment, as applicable (and no interest or penalty
shall be applied thereto).
  2.2           USE.  The
Leased Premises are to be used and occupied by Tenant solely for general office
purposes consistent with the uses of first class high-rise office buildings in
metropolitan Houston, Texas, and for no other
purpose.  Notwithstanding anything to the contrary in this Lease, the
Leased Premises shall not be used for any purpose which would (i) adversely
affect the appearance of the Project, (ii) be visible from the exterior of, or
the public areas of, the Project, (iii) adversely affect ventilation in other
areas of the Project (including without limitation, the creation of offensive
odors), (iv) create unreasonable elevator loads, (v) cause structural loads to
be exceeded, (vi) create unreasonable noise levels, (vii) otherwise unreasonably
interfere with Project operations or other tenants of the Project, (viii)
violate Legal Requirements (defined in Section 5.7 hereof), or (ix) violate, or
cause a violation of, the
   4
  Exclusive
Use provision described in Section 6.23 hereof and set forth on Exhibit F attached
hereto and incorporated herein for all purposes.  In all events,
Tenant shall not engage in any activity which is not in keeping with the
first-class standards of the Project.
  Without
limiting the foregoing, Tenant agrees that Tenant will not use any part of the
Leased Premises for the following uses:  health care services,
telephone or telegraph agency, radio, television or other communication station,
employment agency, public restaurant or bar, retail, wholesale or discount shop
for sale of merchandise, retail service shop, school or classroom (except as
incidental to office uses but not as the principal use thereof), or governmental
or quasi-governmental bureau, department or agency.
  2.3           INITIAL LEASEHOLD
IMPROVEMENTS.  Landlord and Tenant each shall comply with the
provisions of the Tenant Improvements Work Schedule attached hereto as Exhibit
C-1.
  2.4           SURVIVAL.  Any
claim, cause of action, liability or obligation arising during the Term and
under the provisions hereof in favor of a party hereto and against or obligating
the other party hereto shall survive the expiration or any earlier termination
of this Lease.
  2.5           INTENTIONALLY
DELETED.
  III.
  3.1           RENTAL
PAYMENTS.
  (a)           Commencing
on the Rent Commencement Date and continuing thereafter throughout the Term,
Tenant hereby agrees to pay Base Rental (defined in Section 3.2) as adjusted by
the Base Rental Adjustment (defined in Section 3.2) in accordance with this
Section 3.1 and Section 3.2.  Base Rental as adjusted by the Base
Rental Adjustment (excluding the Annual Reconciliation Payment [defined in
Section 3.2 below]) shall be due and payable in twelve (12) equal monthly
installments on the first day of each calendar month during the Term (subject to
the provisions of subsection (b) below), and Tenant hereby agrees to so pay such
rent monthly in advance and without demand to Landlord's address in Section 6.17
(or such other address as may be designated in writing by Landlord from time to
time).  Notwithstanding the foregoing, Base Rental for the eighth
(8th) Lease Month shall be paid to Landlord on the Effective Date as provided in
Section 3.3 below.  Parking Rental shall be due and payable in
accordance with this Section 3.1 and Section 6.15.
  (b)           If
the Rent Commencement Date is other than the first day of a calendar month or if
this Lease expires or terminates on other than the last day of a calendar month,
then the installments of Base Rental and Parking Rental for such month or months
shall be prorated and the installment or installments so prorated shall be paid
in advance.  Said installments for such prorated month or months shall
be calculated by multiplying the equal monthly installment by a fraction, the
numerator of which shall be the number of days of the Term occurring during said
commencement or expiration month, as the case may be, and the denominator of
which shall
   5
  be the
number of days in said month.  Landlord and Tenant hereby agree that
the provisions of this Section 3.1(b) shall survive the expiration or
termination of this Lease.
  (c)           Tenant
agrees to pay all rent and other sums of money as shall become due from and
payable by Tenant to Landlord under this Lease (collectively, the "Rent") at the times
and in the manner provided in this Lease, without abatement, notice, demand,
set-off or counterclaim.  All Rent in addition to Base Rental shall
constitute additional rental under this Lease and Landlord shall be entitled to
exercise the same rights and remedies provided for in this Lease for the
nonpayment of any Rent.  All Rent owed by Tenant to Landlord under
this Lease shall bear interest from the date due until payment is received at
the rate (the "Interest Rate") equal
to the lesser of (i) a per annum rate equal to the "prime rate" or "base rate"
announced by The Chase Manhattan Bank or its successor, from time to time (or if
the "prime rate" or "base rate" is discontinued, the rate announced by such bank
as that being charged to its most creditworthy commercial borrowers), plus five
percent (5%), or (ii) the maximum contract interest rate per annum allowed by
law.
  (d)           If
Tenant fails to pay any regular monthly installment of Rent by the fifth (5th)
day of the month in which the installment is due, or any other sum or money owed
to Landlord within five (5) days after such sums are due and owing to Landlord,
Tenant shall pay a late charge equal to the greater of (i) $250.00, or (ii) an
amount equal to five percent (5%) of the amount due, for each and every thirty
(30) day period that said amount remains unpaid (but in no event shall the
amount of such late charge exceed an amount based upon the highest legally
permissible contract rate chargeable at any time by Landlord under the
circumstances) to compensate Landlord for the administrative expenses
incurred.  Should Tenant make a partial payment of past due amounts,
the amount of such partial payment shall be applied first to reduce all accrued
and unpaid late charges, in inverse order of maturity, and then to reduce all
other past due amounts, in inverse order of their maturity.
  3.2           BASE
RENTAL.
  (a)           Tenant
hereby agrees to pay as the base annual rental ("Base Rental") for the
lease and use of the Leased Premises, an annual amount equal to product of (x)
the annual base rental rate identified below ("Base Rental Rate")
for the applicable Lease Month (defined below) identified below, multiplied by
(y) the number of square feet of Net Rentable Area comprising the Leased
Premises, subject to increase pursuant to subsection (b) below:
  Lease
      Month
                  Base
      Rental Rate1
      through 7
                  0.008
      through 45
                  $15.0046
      through 69
                  $16.7570
      through 120
                  $18.75
 
 As used
herein, "Lease
Month" means each of twelve (12) one-month periods during a Lease Year
(defined below) with the first (1st) Lease Month commencing on the Rent
   6
  Commencement
Date and expiring on the day immediately preceding the same day of the next
calendar month and with each subsequent Lease Month commencing upon the
expiration of the prior Lease Month and expiring on the day immediately
preceding the same day of the next calendar month.  The term "Lease Year" means a
period of one (1) year, with the first (1st) Lease Year commencing on the Rent
Commencement Date and expiring on the day immediately preceding the first (1st)
anniversary of the Rent Commencement Date and with each subsequent Lease Year
commencing upon the expiration of the prior Lease Year.
  From and
after the expiration of the Initial Term (to the extent Tenant renews and
extends this Lease pursuant to Section 7.1), Tenant agrees to pay Base Rental
for the Leased Premises at the Base Rental Rate determined in accordance with
the provisions of Section 7.1.
  (b)           The
Base Rental payable under subsection (a) shall be adjusted from time to time in
accordance with the following provisions (any such adjustment hereinafter the
"Base Rental
Adjustment"):
  (i)           Base
Rental includes a component (the "Basic Cost
Component") attributable to Basic Costs (hereinafter defined) equal to
actual Basic Costs per square foot of Net Rentable Area in the Leased Premises
for the Base Year.  Prior to January 1 of each calendar year during
the Term after the calendar year in which the Rent Commencement Date occurs, or
as soon thereafter as reasonably practical, Landlord shall provide an estimate
of Basic Costs for the forthcoming calendar year.  Tenant shall pay
Base Rental for such forthcoming calendar year equal to the Base Rental set
forth in subsection (a) above for such time period adjusted upward by an amount
equal to the product of (A) the difference between the Basic Cost Component and
the coming calendar year's estimated Basic Costs per square foot of Net Rentable
Area in the Building, multiplied by (B) the Net Rentable Area of the Leased
Premises.
  (ii)           By
June 1 of each calendar year during Tenant's occupancy, or as soon thereafter as
reasonably practical, Landlord shall furnish to Tenant a statement of Basic
Costs for the previous calendar year or partial calendar year, as applicable,
occurring during the Term.  If actual Basic Costs for such calendar
year or partial calendar year, as applicable, are greater than Landlord's
estimate thereof pursuant to clause (i) above, Tenant shall be obligated to pay
to Landlord within thirty (30) days of the delivery of such statement a lump sum
payment (which payment shall be deemed a payment of Rent hereunder for all
purposes) equal to the product of (x) the Net Rentable Area in the Leased
Premises, multiplied by (y) the amount by which actual Basic Costs per square
foot of Net Rentable Area in the Building exceed Landlord's estimate thereof for
such calendar year or partial calendar year, as applicable.  If actual
Basic Costs for such calendar year or partial calendar year, as applicable, are
less than Landlord's estimate thereof pursuant to clause (i) above, Landlord
shall promptly after delivery of such statement make a lump sum payment to
Tenant (or at Landlord's option, Landlord may credit such lump sum amount
against remaining Base Rental installments for the current calendar year) equal
to the product of (A) the Net Rentable Area in the Leased Premises, multiplied
by (B) the amount by which estimated Basic Costs per square foot of Net Rentable
Area in the Building exceed the actual amount thereof (to the extent such excess
was actually paid by Tenant, but in no event shall such payment or credit be in
an
   7
  amount
which would result in Tenant paying Base Rental for the applicable calendar year
in an amount less than the annual Base Rental specified in subsection (a)
above).  The effect of this reconciliation payment (the "Annual Reconciliation
Payment") is that Tenant will pay during the Term its proportionate share
(as defined in clause (iii) below) of Basic Costs increases over the Basic Cost
Component, and no more.  The provisions of this subsection (ii) shall
survive the expiration or earlier termination of this Lease.
  (iii)           All
increases in Basic Costs shall be paid by Tenant in the proportion that the Net
Rentable Area of the Leased Premises bears to ninety-five percent (95%) of the
total Net Rentable Area of the space leased or held for lease in the Building,
or to the total Net Rentable Area of space leased in the Building (if such total
leased area is greater than ninety-five percent (95%) of the total Net Rentable
Area of space leased or held for lease in the Building).
  (iv)           Nothing
contained in this subsection (b) shall be construed at any time so as to reduce
the annual Base Rental payable hereunder below the amount set forth in
subsection (a) above.
  (c)           "Basic Costs" as that
term is used herein, shall consist of all Operating Expenses (defined below) of
the Project as reasonably allocated by Landlord, computed on an accrual basis
and determined in accordance with generally accepted accounting principles
consistently applied.  "Operating Expenses"
as that term is used herein, shall mean all expenses and costs (but excluding
charges separately paid by other tenants of the Project or other third parties
other than through the payment of its share of operating expenses) of every kind
and nature that Landlord shall pay or become obligated to pay because of or in
connection with the ownership, maintenance, repair, and operation of the
Project, including but not limited to, the following:
  (i)           Wages,
salaries, fees and all related expenses (including, without limitation, taxes,
insurance, burdens and benefits and costs incurred in providing same) of all
personnel engaged in the operation, maintenance, repair and access control of
the Project and personnel who provide traffic control relating to ingress and
egress to and from the Garage and surrounding public streets (excluding,
however, executive personnel of Landlord [but including the senior property
manager, even if an executive of Landlord], and employees senior to the senior
property manager, senior controller and senior engineer), which amounts shall be
appropriately allocated with respect to personnel engaged on other projects in
addition to the Project.
  (ii)           Cost
of all supplies, tools, equipment and materials, whether purchased or leased,
used in the operation, maintenance, repair and/or access control of the
Project.
  (iii)           Cost
of utilities for the Project, including but not limited to, water, steam, sewer,
waste disposal, gas and electricity, and power for heating, lighting, air
conditioning and ventilating the Project (including all Common Areas, General
Common Areas and Service Areas).
   8
  (iv)           A
net management fee paid to the property manager for the management of the
Project of three percent (3%) of the gross revenues of the Project (excluding
any Parking Rental paid by Tenant to Landlord) for such calendar
year;  (provided, however, in lieu thereof, Landlord may charge Tenant
separately, and not as a part of Basic Costs, for a management fee contribution
of three percent (3%) of the Base Rental and the Base Rental Adjustment payable
by Tenant for such calendar year) and the cost of all maintenance and service
agreements for the Project and the equipment therein, including but not limited
to, access control service, window cleaning, traffic control, janitorial
service, landscape maintenance, and elevator maintenance.  If Landlord
so elects to charge Tenant separately for a management fee contribution (and not
as a part of Basic Costs) as provided in the parenthetical of the immediately
preceding sentence, the Basic Cost Component set forth in Section 3.2(b)(i) of
this Lease shall be reduced by an amount equal to Tenant's pro rata share of
such management fee on a Net Rentable Area basis and, consequently, the Base
Rental Rate set forth in Section 3.2(a) of this Lease shall also be reduced by
an amount equal to Tenant's pro rata share of such management fee on a Net
Rentable Area basis.
  (v)           Legal
and accounting costs for the Project (but not for the operation of Landlord as
an entity), including a reasonable allocation of off-site costs, together with
the costs of annual audits of the Project operating costs by certified public
accountants (if such audits are performed).
  (vi)           Cost
of all insurance relating to the Project, including but not limited to, fire and
extended coverage insurance, rental loss or abatement insurance, and casualty
and liability insurance applicable to the Project and Landlord's personal
property used in connection therewith, plus the cost of all deductible payments
made by Landlord in connection therewith.
  (vii)           Cost
of repairs, replacements and general maintenance (excluding repairs,
replacements and general maintenance paid for with proceeds of insurance or
condemnation or by third parties).
  (viii)                      Any
and all common area maintenance costs related to public areas, including without
limitation, sidewalks and landscaping for the Project.
  (ix)           All
taxes, assessments and governmental charges, whether or not directly paid by
Landlord, whether federal, state, county or municipal and whether they be by
taxing districts or any Governmental Authority (defined in Section 5.7 hereof)
presently taxing the Project or by others subsequently created, attributable to
the Project or its operation, but excluding, however, taxes and assessments
attributable to the personal property of tenants, federal and state taxes on
income, death taxes, franchise taxes, and any taxes imposed or measured on or by
the income of Landlord from the operation of the Project or imposed in
connection with any change of ownership of the Project; provided, however, if
the taxing authorities do not separately assess the Project, Landlord may make a
reasonable allocation of the taxes, assessments or charges to give effect to
this sentence, and provided further, however, that if at any time during the
Term, the present method of taxation or assessment shall be so changed that the
whole or any
   9
  part of
the taxes, assessments, levies, impositions or charges now levied, assessed or
imposed on real estate and the improvements thereon shall be discontinued and as
a substitute therefor, or in lieu of or in addition thereto, taxes, assessments,
levies, impositions or charges shall be levied, assessed or imposed, wholly or
partially, as a capital levy or otherwise, on the rents received from the
Project or the rents reserved herein or any part thereof, then such substitute
or additional taxes, assessments, levies, impositions or charges, to the extent
so levied, assessed or imposed with respect to the Project, shall be deemed to
be included within Operating Expenses.  Consultation, accounting and
legal fees and other fees and costs resulting from any challenge of tax
assessments as reasonably allocated by Landlord also shall be included in
Operating Expenses.  Tenant hereby waives any and all rights under
Legal Requirements to an administrative or judicial review of any determination
of the appraised value of the Project, including without limitation, any rights
available under the Texas Tax Code (as amended).  It is agreed that
Tenant will be responsible for ad valorem taxes on its personal property and on
the value of the leasehold improvements in the Leased Premises to the extent
that the same exceed Building Standard Improvements (defined in Exhibit C-2) (and if
the taxing authorities do not separately assess Tenant's leasehold improvements,
Landlord may make a reasonable allocation of the ad valorem taxes allocated to
the Project to give effect to this sentence).  All taxes, assessments
and governmental charges shall be included in Operating Expenses in the calendar
year in which such taxes, assessments or governmental charges are levied,
assessed or imposed without regard to when such taxes, assessments or
governmental charges are payable; provided, however, in the case of special
taxes and assessments which may be payable in installments, only the amount of
each installment accruing during a calendar year shall be included in the
Operating Expenses for such year.
  (x)           Amortization
of the cost, together with reasonable financing charges, of furnishing and
installing capital investment items which (a) are primarily for the purpose of
(i) reducing Operating Expenses or avoiding increases in Operating Expenses in
Landlord's good faith estimate, but only to the extent of the actual savings
achieved thereby, as reasonably estimated by Landlord in good faith, or (ii)
promoting safety, or (b) may be required by Legal Requirements (except for the
ADA [defined in Section 5.7] and other accessibility laws) that are enacted
after the date of this Lease or that are due to legal interpretations that take
effect after the date of this Lease (Landlord and Tenant acknowledging that
Operating Expenses, including the Basic Cost Component, will include costs
incurred by Landlord as part of its ongoing program to cause the Building to
comply with applicable accessibility laws).  All such costs shall be
amortized over the shorter of the useful life of the capital investment items or
the useful life of such reduction in savings with the useful life and
amortization schedule being determined in accordance with generally accepted
accounting principles (in no event to extend beyond the remaining useful life of
the Project).
  (xi)           Costs
of licenses, permits and inspection fees related to the Project.
  (xii)           Cost
of an office in the Building maintained for management of the
Project.
   10
  Anything
in the foregoing provisions hereof to the contrary notwithstanding, Operating
Expenses shall not include the following:
  (a)           Leasing
commissions, attorneys' fees, costs, disbursements and other expenses incurred
in connection with negotiations for leases with tenants, other occupants, or
prospective tenants or other occupants of the Project, or similar costs incurred
in connection with disputes with tenants, other occupants, or prospective
tenants or other occupants of the Project.
  (b)           Non-cash
items, such as deductions for depreciation or obsolescence of the Project and
the Project equipment, or interest on capital invested (except as provided in
clause (x) above).
  (c)           Payments
of principal and interest or other finance charges made on any debt (except as
provided in clause (x) above), and rental payments made under any ground or
underlying lease or leases, except to the extent that a portion of such payments
is expressly for ad valorem/real estate taxes or insurance premiums on the
Project.
  (d)           Costs
incurred by Landlord in the sale, financing, refinancing, mortgaging, selling or
change of ownership of the Project, including brokerage commissions, attorneys'
and accountants' fees, closing costs, title insurance premiums, transfer taxes
and interest charges.
  (e)           Costs
which are to be capitalized in accordance with generally accepted accounting
principles not included under Section 3.2(c)(i) through (xii).
  (f)           Costs
and expenses attributable to the initial construction of the
Project.
  (g)           Any
penalty charges incurred by Landlord due to Landlord's late payment of taxes,
utility bills or other amounts included in Operating Expenses except to the
extent Landlord was contesting the payment of any such item in good
faith.
  (h)           Allowances
and other costs and expenses incurred in fixturing, furnishing, renovating or
otherwise improving, decorating or redecorating space for tenants or prospective
tenants of the Building, or vacant leasable space in the Building (including
permit, license and inspection costs but excluding normal maintenance, repair
and replacement costs).
  (i)           Cost
of any political or charitable donations or contributions.
  (j)           Any
bad debt loss, rent loss or reserves for bad debts.
   11
  (k)           Costs
incurred by Landlord in the sale, financing, refinancing, mortgaging, selling or
change of ownership of the Project, including brokerage commissions, attorneys'
and accountants' fees, closing costs, title insurance premiums, transfer taxes
and interest charges.
  (l)           Landlord's
general corporate overhead relating solely to the internal organization and
function of Landlord as a business entity (i.e., trustee's fees and partnership
organizational expenses) (as opposed to the maintenance, ownership and operation
of the Project).
  (m)           Leasing
commissions, attorneys' fees, costs, disbursements and other expenses incurred
in connection with negotiations for leases with tenants, other occupants, or
prospective tenants or other occupants of the Project, or similar costs incurred
in connection with disputes with tenants, other occupants, or prospective
tenants or other occupants of the Project.
  (n)           All
amounts which would otherwise be included in Operating Expenses which are paid
to any affiliate of Landlord to the extent the costs of such services exceed the
amount which would have been paid in the absence of such relationship for
similar services of comparable level, quality and frequency rendered by persons
of similar skill, competence and experience (but Operating Expenses shall
include any such amounts specifically provided for or permitted in this Lease
[including without limitation, the sums permitted pursuant to subsections (i)
and (iv) above] for which the provisions of this Lease shall
control).
  (d)           If
an Annual Reconciliation Payment is due by Tenant to Landlord with respect to
the immediately preceding calendar year pursuant to Section 3.2(b)(ii) above,
Tenant, at its sole cost and expense, shall have the right (to be exercised by
giving notice to Landlord within sixty (60) days after receipt of the statement
of Basic Costs for such previous calendar year) to audit and/or inspect
Landlord's books and records pertaining only to items affecting Basic Costs for
such preceding calendar year; provided that such audit and/or inspection must be
commenced and concluded by December 31 of the year following the year to which
any such disputed item relates; and provided further that such audit and/or
inspection does not unreasonably interfere with the conduct of Landlord's
business.  Notwithstanding the foregoing, if Tenant elects to audit
and/or inspect Landlord's books and records to the extent permitted above,
Landlord, in its sole discretion, may elect to furnish Tenant a copy of an audit
prepared by an independent certified public accountant in lieu of Tenant
performing the aforementioned audit and/or review.
  (e)           Notwithstanding
any other provision herein to the contrary, it is agreed that in the event the
Net Rentable Area of space leased or held for lease in the Building is not fully
occupied or provided fully with Building Standard Services during any partial
year or any full calendar year, Basic Costs which vary with occupancy shall be
computed for such year as though the Net Rentable Area of space leased or held
for lease in the Building had been fully occupied and provided with Building
Standard Services.
   12
  (f)           Notwithstanding
anything herein to the contrary, all income received by Landlord on account of
the operations of the Parking Garage shall be applied to offset the costs of
operating the Parking Garage which are included in Operating
Expenses.
  3.3           SECURITY
DEPOSIT.  Tenant hereby agrees to pay to Landlord on the
Effective Date, in cash or by certified check, a sum equal to the Base Rental
payment for the eighth (8th) Lease Month (the "Eighth Month's Rent")
equal in amount to $64,477.50 (the "Security
Deposit").  Tenant hereby grants to Landlord a security
interest in the Security Deposit.  Upon the occurrence of an Event of
Default, Landlord, from time to time, without prejudice to any other remedy, may
use the Security Deposit to the extent necessary to make good any arrears of
Base Rental, Base Rental Adjustment, Parking Rental or to pay any other sums
owed to Landlord, including any sums described in Section 6.8 or to pay the cost
of any damage, injury, expense, or liability caused by any default by Tenant
under this Lease.  Landlord shall have, and Landlord expressly retains
and preserves, all rights of setoff and recoupment and any and all similar
remedies available under applicable laws or in equity.  To the extent
an Event of Default has not occurred under this Lease, that portion of the
Security Deposit equal to the Eighth Month's Rent (to the extent such portion of
the Security Deposit has not otherwise been applied by Landlord pursuant to this
Section 3.3) shall be applied by Landlord to Base Rental due by Tenant on the
first day of the eighth (8th) Lease Month.  If an Event of Default has
not occurred, any remaining balance of the Security Deposit held by Landlord
pursuant to this Section 3.3 shall be returned by Landlord to Tenant within a
reasonable period of time after the termination or expiration of this
Lease.  The Security Deposit shall not be considered an advance
payment of rental or a measure of Landlord's damages in case of a default by
Tenant.  Tenant shall not be entitled to receive and shall not receive
any interest on the Security Deposit, and Landlord may commingle the same with
other monies of Landlord.  In the event Landlord applies the Security
Deposit or any portion thereof to the payment of any sum described above and
this Lease is not terminated, Tenant immediately shall deposit with Landlord an
amount of money equal to the amount so applied and such amount shall be deemed
to be part of the Security Deposit.
  IV.
  4.1           SERVICES TO BE FURNISHED BY
LANDLORD.
  (a)           Landlord
shall furnish Tenant during Tenant's occupancy of the Leased Premises the
following Building  standard services (the "Building Standard
Services") so long as an Event of Default has not occurred:
  (i)           Subject
to Legal Requirements, common use rest rooms with hot and cold domestic water at
locations provided for general use of other tenants in the
Building.
  (ii)           Central
heat and air conditioning in season, subject to curtailment as required by Legal
Requirements.  Landlord shall furnish such service to Tenant between
the hours (the "Building Operating
Hours") of 7:00 A.M. and 6:00 P.M., Monday through Friday, and 7:00 A.M.
and 1:00 P.M., Saturday, excluding the following holidays (or the day observed
in lieu thereof by the government of the United States):  New Year's
Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, Christmas Day
and such other holidays as may be designated by prior written notice by Landlord
(collectively, the "Holidays").
   13
  Upon
request of Tenant made in accordance with the Project Rules (defined in Section
5.7), Landlord will furnish air conditioning, ventilating and heating at times
other than Building Operating Hours, in which event Tenant shall pay Landlord
the then current charges incurred by Landlord to provide such
services.  As of the Effective Date, the after hour HVAC charge is
$35.00 per hour per floor; however such charge is subject to increase by
Landlord based upon actual increases in costs that Landlord may
incur.
  (iii)           Routine
maintenance and electric lighting service for all Common Areas on floors on
which the Leased Premises are located not leased entirely by Tenant, General
Common Areas and Service Areas of the Building.
  (iv)           Janitorial
service on a five (5) day per week basis (excluding the Holidays); provided,
however, if Tenant's leasehold improvements (including floor coverings) are
other than Building Standard Improvements, include a lunchroom, coffee bar or
other similar facility for its employees or otherwise require special or
additional cleaning in excess of the Building Standard Services, Tenant shall
pay the actual additional cleaning cost, if any, incurred by Landlord as the
result thereof plus a charge equal to five percent (5%) of such additional costs
for administrative cost recovery.
  (v)           Sufficient
electrical capacity transformed to a panel box located in the core of each floor
of the Leased Premises for (A) machines of low electrical consumption at
standard voltage (120 volts, single-phase) to the extent that the total
consumption of said machines of low electrical consumption does not exceed three
and twenty-five hundredths (3.25) watts per square foot of Rentable Area, and
(B) lighting and equipment at high voltage (277 volts, single-phase) to the
extent that the consumption of said lighting and equipment does not exceed two
(2) watts per square foot of Usable Area (each such rated electrical design load
to be hereinafter referred to as the "Building Standard Rated
Electrical Design Load").
  Should
Tenant's non-linear electrical load (created by equipment such as personal
computers, television sets, laser printers, copiers or other electronic devices
connected to the power system) result in harmonic distortion conditions which
cause any adverse effects in the Project, including but not limited to, deration
of any transformer, distribution stepdown transformer failures, overheating or
melting of neutral conductors, or malfunctioning of various electronic
components, Tenant acknowledges that Tenant, at Tenant's sole cost, shall be
obligated to eliminate such harmonic distortion conditions and to repair any
damage which results from such harmonic distortion within thirty (30) days of
Landlord's request.  If Tenant fails to eliminate such harmonic
distortion and repair such damage caused thereby within such thirty (30) day
period, Landlord, at its option, may make such corrections deemed necessary by
Landlord to eliminate such harmonic distortion and make such repairs, and Tenant
shall pay to Landlord on demand Landlord's cost thereof plus a charge equal to
ten percent (10%) of such costs for administrative cost recovery.
   14
  Tenant
shall cause Tenant's electrical system serving any equipment producing
non-linear electrical loads to be designed to accommodate such non-linear
electrical loads, including but not limited to, over-sizing neutral conductors,
derating transformers and/or providing power line filters.  The Tenant
Working Drawings (defined in Exhibit C-1) shall
include a calculation of Tenant's fully connected design load with and without
demand factors and shall indicate the number of watts of un-metered and
sub-metered loads.
  If
Tenant's electrical equipment and lighting require electrical circuits,
transformers or other additional equipment in excess of Tenant's pro rata share
of the Building's electrical or HVAC systems (which additional equipment shall
be hereinafter referred to as the "Additional Electrical
Equipment"), Tenant may (at Tenant's cost, including the cost to design,
install, maintain and replace the Additional Electrical
  Equipment
[including the meters]) install the same, provided such installation is
compatible with existing Building systems, will not compromise Landlord's
ability to provide services to Tenant or other tenants of the Building and will
not be burdensome to the Project or to Landlord, in Landlord's opinion, and
Tenant shall pay all operating costs related to that requirement (including,
without limitation, the cost of electricity, water or other services consumed
through, or in connection with, the Additional Electrical
Equipment).
  The
method of design and installation of any Additional Electrical Equipment
(including any related meter) required by Tenant shall be subject to the prior
written approval of Landlord and shall be performed by Landlord at Tenant's sole
cost (including a charge equal to five percent (5%) of such cost for the review
and installation of such Additional Electrical Equipment for administrative cost
recovery).
  Tenant
shall pay to Landlord the cost of electricity consumed in excess of the Building
Standard Rated Electrical Design Load as determined by meter, or if not metered,
as otherwise reasonably estimated by Landlord, plus any actual accounting
expenses incurred by Landlord in connection with the metering
thereof.  Landlord may cause the entire Leased Premises to be
separately metered (at Tenant's expense, including, without limitation, the cost
of installing, maintaining, repairing and replacing such meters to the extent
necessary), in which event Tenant shall pay the actual cost of electricity
consumed by Tenant.
  If the
Leased Premises are separately metered, Tenant shall pay the actual cost of
electricity consumed by Tenant and the Basic Cost Component set forth in Section
3.2(b)(i) of this Lease shall be reduced by an amount equal to Tenant's pro rata
share on a Net Rentable Areas basis of the cost of providing Building Standard
electrical service to all areas of the Project leased or held for lease for
office or retail purposes (but not to Common Areas, General Common Areas or
Service Areas in the Project) and, consequently, the Base Rental Rate set forth
in Section 3.2(a) of this Lease shall also be reduced by an amount equal to
Tenant's pro rata share of such costs on a Net Rentable Area basis.
  (vi)           All
Building Standard (defined in Exhibit C-1)
fluorescent bulb replacement in all areas of the Project and all incandescent
bulb replacement in the Common Areas on floors on which the Leased Premises are
located not leased entirely by Tenant, General Common Areas and Service
Areas.
   15
  (vii)           Perimeter
access control for the Project during hours other than Building Operating Hours;
PROVIDED, HOWEVER, LANDLORD SHALL HAVE NO RESPONSIBILITY TO PREVENT, AND SHALL
NOT BE LIABLE TO TENANT, ITS AGENTS, EMPLOYEES, CONTRACTORS, VISITORS OR
INVITEES FOR, LOSSES DUE TO THEFT OR BURGLARY, OR FOR DAMAGES OR INJURY TO
PERSONS OR PROPERTY DONE BY PERSONS GAINING ACCESS TO THE LEASED PREMISES OR THE
PROJECT, AND TENANT HEREBY RELEASES LANDLORD FROM ALL LIABILITY FOR SUCH LOSSES,
DAMAGES OR INJURY, EVEN IF CAUSED BY LANDLORD'S NEGLIGENCE.  Tenant
shall cooperate fully in Landlord's efforts to maintain access control in the
Building and shall follow all regulations promulgated by Landlord with respect
thereto.
  (viii)          Non-exclusive
multiple cab passenger elevator service to the Leased Premises during Building
Operating Hours, with passenger elevator service to the
  Leased
Premises by at least one (1) cab twenty-four (24) hours per day, and
non-exclusive freight elevator service to the Leased Premises during Building
Operating Hours with such freight elevator service available at other times upon
reasonable prior notice (however, all of the foregoing shall be subject to
temporary cessation for ordinary repair and maintenance and during times when
life safety systems override normal Building operating systems).
  In the
event Tenant desires Landlord to provide any of the aforementioned services
(including heating and air-conditioning) in amounts in excess of Building
Standard Services or in addition to the Building Operating Hours, and provided
such services are compatible with existing Building systems, will not compromise
Landlord's ability to provide services to Tenant or other tenants of the
Building and are not burdensome to the Project or to Landlord, in Landlord's
opinion, and so long as an Event of Default is not in existence, Landlord may
elect (but is not required) to provide such excess or additional services and
Tenant shall pay Landlord as additional rent hereunder the cost of providing
such excess or additional services, including without limitation, design,
metering, installation and operating costs plus a charge equal to five percent
(5%) of such costs for administrative cost recovery.
  (b)           To
the extent the services described in Section 4.1(a) require electricity, water,
gas, steam or other utility services supplied by public utilities, Landlord's
covenants hereunder shall impose on Landlord only the obligation to use its good
faith, reasonable efforts to cause the applicable public utilities to furnish
the same.  Landlord shall not be responsible for, and shall have no
liability with respect to, the quality or condition of any services provided by
such public utilities.
  (c)           If
any of the services described in Section 4.1(a) or any of the machinery or
equipment in the Project should cease to function properly or in accordance with
the requirements therefor described in Section 4.1(a), break down or be
intentionally turned off for testing or maintenance purposes (provided such
services shall not be intentionally turned off for testing or maintenance
purposes except in the case of any situation Landlord reasonably determines to
be an emergency without reasonable prior notice to Tenant, and, in the case of
electricity, such electricity shall not be intentionally turned off without
seventy-two (72) hours prior notice), Tenant shall have no claim for abatement
or reduction of Rent or damages, nor shall Tenant be relieved of its obligations
under this Lease, nor shall such condition be construed as an eviction of
Tenant; provided, however, if:
   16
  (i)           there
occurs an interruption in the HVAC, electricity, water or elevator services (the
"Essential
Services") to the Building or Leased Premises not caused by Tenant
(collectively, an "Interruption");
  (ii)           such
Interruption renders more than one thousand (1,000) square feet of Net Rentable
Area in the Leased Premises Untenantable (defined below); and
  (iii)           such
Interruption continues to render more than one thousand (1,000) square feet of
Net Rentable Area in the Leased Premises Untenantable for three (3) consecutive
days,
  then, the
Rent (including charges for a pro rata portion of the Parking Permits applicable
to Tenant but only to the extent Tenant does not use such Parking Permits) shall
abate as to that portion of the Leased Premises that is rendered
Untenantable.  The abatement shall commence upon the expiration of the
third (3rd) day and continue for so long as the Interruption exists; provided,
however, if the Interruption renders more than fifty percent (50%) of the Leased
Premises Untenantable for one hundred twenty (120) consecutive days, Tenant
shall have the right thereafter to terminate this Lease during the period such
Interruption shall continue to exist, in which event Tenant will be relieved of
all obligations arising after such date hereunder.
  In
addition, if all or any portion of the Leased Premises is rendered Untenantable
by reason of Landlord's entry into or occupation of the Leased Premises for the
purpose of making repairs required of Landlord under this Lease, and such
Untenantability continues after the delivery of written notice to Landlord, then
from and after the delivery of such written notice until the cause of such
Untenantability is eliminated, (i) Rent (other than Parking Rental) with respect
to that portion of the Leased Premises rendered Untenantable shall abate and
(ii) Parking Rental shall abate for a pro rata portion of the Parking Permits
then leased by Tenant (such pro rata portion to be equal to the ratio of (A) the
Net Rentable Area of the Leased Premises rendered Untenantable, divided by (B)
the total Net Rentable Area then leased by Tenant), but only to the extent
Tenant does not use such Parking Permits.
  In
consideration of the terms of this Section 4.1(c), Tenant waives all rights
Tenant may have at law or in equity, including any rights Tenant may have
arising from implied warranties of suitability, to abate Rent or terminate this
Lease under circumstances other than as provided by this Section 4.1(c); and
Landlord agrees to use diligent efforts to restore the services described in
Section 4.1(a) and to promptly repair said equipment or machinery.  In
addition, if such Untenantability arises from a casualty or condemnation, then
Sections 6.1 and 6.5 shall apply instead of this Section 4.1(c).
  As used
in this Lease, the term "Untenantable" shall
mean the condition whereby Tenant is not reasonably able to use the Leased
Premises or any portion thereof for the conduct of its business in accordance
with customary practices of comparable tenants in buildings comparable to the
Building.
   17
  4.2           KEYS AND
LOCKS.  Landlord shall furnish Tenant with twenty (20) keys for
each Building Standard corridor door serving the Leased Premises.  In
addition, should Tenant choose to install additional security access equipment
for entry to the Leased Premises, Landlord shall program and provide to Tenant
security cards (the "Security Cards") to
permit Tenant and its employees access through any corridor door to the Leased
Premises.  Such security cards shall grant access to the Building, the
Leased Premises and the Garage only in a manner consistent with, and to those
individuals listed on, an access card request form to be supplied by Landlord to
Tenant (the "Access
Card Request Form").  Tenant may limit the access of individual
recipients of the Security Cards by requesting such on the Access Card Request
Form.
  Additional
keys or security cards (collectively, the "Access Equipment")
shall be furnished by Landlord at Tenant's written request, at a charge by
Landlord equal to Ten Dollars and no/100 ($10.00) for each key or
card.  All Access Equipment furnished to Tenant by Landlord shall
remain the property of Landlord.  Subject to the following sentence,
no additional locks shall be allowed on any door of the Leased Premises and
Tenant shall not make or permit to be made any duplicate Access Equipment,
except those furnished by Landlord.  Notwithstanding the foregoing,
Tenant, at its sole cost and expense, shall have the right to change or replace
any locks within the Leased Premises (and any corresponding keys) or place
additional locks within the Leased Premises provided such locks conform to the
Building key system and Landlord is provided keys therefor.  Upon
termination of this Lease, Tenant shall surrender to Landlord all Access
Equipment to the Leased Premises, including, without limitation, the keys to any
locks on doors entering or within the Leased Premises, and Tenant shall give to
Landlord the combination(s) for all safes, safe cabinets and vault doors, if
any, in the Leased Premises.
  4.3           WINDOW COVERINGS.  Landlord
shall provide and install Building Standard interior window coverings on all
exterior windows in the Building as Building Standard
Improvements.  Tenant agrees to use the Building Standard window
coverings on all exterior windows of the Building.  Tenant shall not
place or maintain any window coverings, blinds or drapes on any exterior window
(other than those supplied by Landlord) without Landlord's prior written
approval which Landlord shall have the right to grant or withhold in its
absolute and sole discretion.  Tenant acknowledges that breach of this
covenant will directly and adversely affect the exterior appearance of the
Project and the operation of the heating, ventilating and air conditioning
systems.
  4.4           GRAPHICS.  Landlord
shall provide and install Tenant's name and suite numerals adjacent to the main
entrance door to the Leased Premises.  All such letters and numerals
shall be in the Building Standard graphics.  All graphics of Tenant
visible in or from public corridors, elevator cabs or other public areas shall
be Building Standard graphics and subject to Landlord's prior written approval
in its sole and absolute discretion.  Landlord also will be
responsible for the initial installation of (1) Tenant's name and suite number
in the Building directory located in the lobby on Floor 1 of the Building and
(2) Tenant’s name (up to a maximum of two (2) individual names) and suite number
in the building directory located in the sky lobby on Floor 9 of the
Building.  Landlord shall not be liable for any inconvenience or
damage occurring as the result of any error or omission in any directory or
graphics.  In addition, for as long as an Event of Default has not
occurred and is continuing, Tenant leases and occupies
   18
  at least
a full floor in the Building (occupancy by a subtenant shall not constitute
occupancy by Tenant), Tenant shall be permitted, at Tenant's sole cost and
expense, to install its name on a sign on the south side of the Building,
provided Landlord approves the size, design, location, configuration, and all
other aspects of any such sign in its sole discretion.  Tenant shall
have no right to install any signage on the concrete apron of the Building or in
any other location except as expressly set forth in this
Lease.  Landlord reserves the right from time to time during the Term
to (i) grant exterior identification signs to other tenants of the Building or
Project and (ii) reasonably alter the location of Tenant's signage including,
without limitation, to another side of the Building.  Upon the
expiration or earlier termination of this Lease, or in the event the conditions
of this Section 4.4 no longer are satisfied, Tenant, at its sole cost and
expense, shall remove all such signage for which such conditions are no longer
satisfied and make all necessary repairs to the Building so as to return the
Building to its original condition.  If Tenant fails to complete such
removal within thirty (30) days after Landlord's request, Landlord then shall
have the right to remove all such signage and restore the Building, in which
case Tenant shall reimburse Landlord for all costs incurred plus an amount equal
to ten percent (10%) of such costs for Landlord's administrative cost
recovery.  If any signage requires utilities, such as electrical
lighting, Landlord must first approve the design, installation and use of such
utilities in Landlord's sole discretion and Tenant shall pay, at its sole cost
and expense, all costs and expenses associated with the design, installation and
use of any such utilities.  Tenant's rights under this Section 4.4 may
only be assigned to a Permitted Assignee only for as long as the conditions of
this Section continue to be satisfied.  In addition, Tenant's rights
under this Section 4.4 shall be subject to any exclusive or superior rights of
any other tenants of the Building existing as of the date hereof.  No
other assignment or sublease of such rights shall be permitted
hereunder.
  4.5           REPAIRS BY
LANDLORD.  Landlord shall be required only to make such
improvements, repairs or replacements as may be required for normal maintenance
of the Leased Premises, and such additional maintenance as may be necessary
because of damage by persons other than Tenant, its agents, employees, invitees
or visitors. The obligation of Landlord to maintain and repair the Leased
Premises shall be limited to the Building Standard
Improvements.  Landlord shall not otherwise be obligated to make
improvements to, or repairs of, the Leased Premises.  All leasehold
improvements other than the Building Standard Improvements will be maintained by
Tenant or, at Tenant's request, by Landlord at Tenant's expense which shall be
an amount equal to Landlord's actual cost plus an additional charge of five
percent (5%) of such cost for administrative cost recovery.
  4.6           PEACEFUL
ENJOYMENT.  Tenant shall, and may peacefully have, hold and
enjoy the Leased Premises, subject to the other terms hereof, provided that
Tenant pays the Rent herein recited and performs all of Tenant's covenants and
agreements herein contained.  It is understood and agreed that this
covenant and any and all other covenants of Landlord contained in this Lease
shall be binding upon Landlord and its successors only with respect to breaches
occurring during its and their respective ownerships of Landlord's interest
hereunder.
  4.7           NO
WARRANTIES.  LANDLORD'S DUTIES AND WARRANTIES ARE LIMITED TO
THOSE EXPRESSLY STATED IN THIS LEASE AND SHALL NOT INCLUDE ANY IMPLIED DUTIES OR
IMPLIED WARRANTIES, NOW OR IN THE FUTURE.  NO REPRESENTATIONS OR
WARRANTIES HAVE BEEN MADE BY
   19
  LANDLORD
OTHER THAN THOSE CONTAINED IN THIS LEASE.  OTHER THAN THOSE WARRANTIES
EXPRESSLY STATED IN THIS LEASE, IF ANY, TENANT HEREBY WAIVES ANY AND ALL
WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE LEASED PREMISES WHICH MAY
EXIST BY OPERATION OF LAW OR IN EQUITY, INCLUDING, WITHOUT LIMITATION, ANY
WARRANTY OF HABITABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
  4.8           FORCE
MAJEURE.  Landlord and Tenant shall be excused for the period
of any delay and shall not be deemed in default with respect to the performance
of any of the terms, covenants and conditions of this Lease when prevented from
so doing by a cause or causes beyond Landlord's or Tenant's control,
respectively, which shall include without limitation, all labor disputes,
governmental regulations or controls, fire or other casualty, inability to
obtain any materials or services, or acts of God; provided, however, in no event
shall the foregoing excuse Tenant from, or delay the due date of, any payment
obligations under this Lease unless otherwise expressly provided in this
Lease.
  4.9           COMMUNICATIONS
EQUIPMENT.
  (a)           Tenant,
at Tenant's sole cost and expense, shall have the non-exclusive right to install
no more than two (2) satellite communication dishes each not to exceed
three (3) feet in diameter (the "Communications
Equipment") in a location on the roof of the Building, the Adjacent
Garage, or other areas in the Project designated by Landlord in its sole
discretion, so long as the location does not materially and adversely affect the
intended operation of the Communications Equipment; provided, however, all
Communications Equipment must be utilized by Tenant in the conduct of its
business.  Additionally, the rights granted to Tenant pursuant to this
Section 4.10 shall not be assignable by Tenant, except that the rights under
this Section 4.10 shall be assignable to a Permitted Affiliate (as defined
in Section 5.4(a) below) to whom Company assigns its entire interest under this
Lease in accordance with the provisions of said
Section 5.4(a).
  (b)           Landlord
reserves the right to require Tenant from time to time to relocate any of the
Communications Equipment to a new location or locations in the Project
designated by Landlord (each a "New Site") by
furnishing at least ninety (90) days prior written notice (unless such
relocation is required by Legal Requirements, in which event such notice may be
thirty (30) days), provided that any New Site does not materially and adversely
affect the intended operation of the Communications Equipment.  If
Landlord requires Tenant to relocate any of the Communications Equipment to a
New Site pursuant to the provisions of this Section 4.10, then in such event
(but only in such event) Landlord shall reimburse Tenant for the reasonable
actual costs incurred by Tenant to physically move Tenant's Communications
Equipment from the previous location to the New Site (unless such relocation is
required by Legal Requirements, in which event the costs of such relocation
shall be borne by Tenant) within thirty (30) days of receipt of an invoice and
supporting documentation therefor.
  (c)           Any
costs incurred by Landlord associated with Tenant's installation, operation,
utilization, replacement, maintenance and/or removal of the Communications
Equipment shall be at Tenant's expense (other than costs which result from any
relocation of the Communications Equipment required by Landlord).  The
Communications Equipment must be
   20
  (i) designed,
installed and operated in complete compliance with all Legal Requirements, and
(ii) installed and operated so as not to adversely affect or impact
structural, mechanical, electrical, elevator, or other systems of or serving the
Building, Project or the Adjacent Garage or customary telephone service for the
Building, Project or the Adjacent Garage and so as not to cause injury to
persons or property.
  (d)           Tenant
shall be permitted to undertake the installation of its Communications
Equipment, subject to the provisions of Section 5.5 of the Lease (including
without limitation Landlord's approval of the qualifications of Tenant’s
contractors, which approval shall not be unreasonably withheld).  Any
such work conducted in connection with the installation of the Communications
Equipment must be done in accordance with Section 5.5 and the Project Rules
or any other reasonable regulations promulgated by Landlord pertaining
to construction in or on the Building or the Adjacent Garage by all third
party contractors of the same or similar trades.
  (e)           Subject
to the Project Rules and other reasonable rules relating to Building security
and safety that may be promulgated by Landlord pertaining to access by tenants
to the roof of the Building and Adjacent Garage and provided Tenant does not
unreasonably disturb any other tenants of the Building and Adjacent Garage,
Tenant and Tenant's contractors shall have reasonable access to the
Communications Equipment for purposes of operating, servicing, repairing or
otherwise maintaining said equipment.
  (f)           TENANT
HEREBY INDEMNIFIES AND HOLDS LANDLORD HARMLESS FROM ALL COSTS AND EXPENSES
(INCLUDING REASONABLE ATTORNEYS' FEES AND COSTS OF SUIT), LOSSES, DAMAGES OR
LIABILITIES ARISING OUT OF THE DESIGN, INSTALLATION, OPERATION, MAINTENANCE,
USE, AND REMOVAL BY TENANT OF THE COMMUNICATIONS EQUIPMENT AND THE ADDITIONAL
EQUIPMENT, EXCEPT TO THE EXTENT CAUSED BY LANDLORD'S NEGLIGENCE.
  (g)           Nothing
contained in this Section 4.10 shall be deemed to prohibit or restrict any other
individual or entity, including without limitation Landlord or any other tenant
of the Building or Project, from installing communications equipment in the
Project or to use the roof of the Building or the Adjacent Garage for any other
purpose.
  (h)           Tenant
agrees to reimburse Landlord for all reasonable, out-of-pocket costs and
expenses incurred by Landlord pursuant to this Section 4.10 within thirty (30)
days after receipt by Tenant of an invoice therefor from Landlord.
  (i)           Tenant
agrees that the installation, operation and maintenance of the Communications
Equipment at all times, and at Tenant's expense, shall comply with such
technical standards (including, without limitation, technical standards relating
to frequency compatibility, radio interference protection, antenna type and
location, and physical installation) attached hereto as Exhibit H (the
"Technical
Standards").  Landlord shall have the right to change the
Technical Standards from time to time without the consent of Tenant if any such
change is determined by Landlord as necessary (a) to comply with Legal
Requirements, or (b) for the safety or care of all or any portion of the
Project, the Adjacent Garage, or any portion
   21
  thereof.  If
any new Technical Standards established by Landlord shall require that Tenant
modify or revise the then existing installation, operation or maintenance of the
Communications Equipment, Tenant shall make such modifications or revisions
within a reasonable time thereafter.  Additionally, the access to, and
installation, maintenance and operation of, the Communications Equipment must at
all times be in strict compliance with all Legal Requirements and with the
Project Rules.
  (j)           If,
in the reasonable judgment of Landlord, any electrical, electromagnetic, radio
frequency or other interference shall result from the operation of the
Communications Equipment, Tenant agrees to shut down Tenant's equipment upon ten
(10) days prior notice to Tenant; provided, however if an emergency situation
exists which could result in injury to persons or material damage to property,
as determined by Landlord in its reasonable discretion, Landlord, after verbally
notifying Tenant or its representatives, may shut down Tenant's equipment
immediately; provided, further, however, Landlord and Tenant shall work together
in good faith to resolve any such interference and, to the extent feasible,
locate an alternative site for such interfering Communications Equipment
(provided that any relocation shall be at Tenant's sole cost and
expense).  Tenant shall indemnify and hold harmless Landlord from all
expenses, costs, damages, loss, claims or other liabilities arising out of said
shutdown.  Tenant agrees to cease operations (except for intermittent
testing on a schedule approved by Landlord) until the interference has been
corrected to the satisfaction of Landlord.  If such interference has
not been corrected within thirty (30) days, Landlord, at its sole option, either
may terminate Tenant's rights under this Section 4.10 forthwith, or may require
that Tenant immediately remove the Communications Equipment causing such
interference.
  (k)           At
Tenant's own cost and expense, and by use of a contractor or contractors
approved in writing by Landlord, Tenant shall keep the Communications Equipment
in a good condition and shall perform all repairs and improvements to the
Communications Equipment required by Legal Requirements.  If Tenant
fails to commence any such repairs or improvements to the Communications
Equipment within ten (10) days after written notice from Landlord, and
thereafter diligently proceed with such repair until completion, Landlord, at
its option, may make such repair or any replacement reasonably deemed necessary
by Landlord, and Tenant shall pay to Landlord the actual cost thereof, plus a
charge equal to fifteen percent (15%) for administrative cost recovery, within
thirty (30) days after receipt of an invoice therefor.  Landlord shall
have no obligation to license, maintain, operate or safeguard the Communications
Equipment.
  (l)           Landlord
hereby grants to Tenant the right to install (at Tenant's sole cost and expense)
any additional equipment required to operate the Communications Equipment and to
connect the Communications Equipment to Tenant's other machinery and equipment
located in the Leased Premises (e.g., conduits and cables) in the shafts, ducts,
chases and utility closets located in the core of the Building (subject to
Landlord's review and approval of the amount and location of such equipment
[which approval may be withheld in Landlord's reasonable discretion]) (the
"Additional
Equipment") which Additional Equipment shall be deemed a part of the
Communications Equipment for all purposes of this Section 4.10; provided,
however, (i) that the use of such space in the Building core by Tenant (except
customary chases for cabling) cannot adversely affect the marketability of the
remaining space on any floor of the Building as reasonably determined by
Landlord, (ii) to the extent any such Additional Equipment occupies
   22
  space
(other than space in customary chases for the Building Shell) that would have
otherwise been net rentable area on a floor of the Building, such space shall be
included within the Net Rentable Area of the Leased Premises and Tenant shall be
obligated to pay (x) Base Rental as to such space at the market rate per square
foot of Net Rentable Area for the office space or storage space, as applicable,
on the applicable floor as reasonably agreed to by Landlord and Tenant and (y)
to the extent such space is not located in the core of the Building, Base Rental
Adjustment, and (iii) Tenant shall be obligated to reimburse Landlord for all
reasonable costs incurred by Landlord associated with Landlord's review of the
plans for the Additional Equipment and with Tenant's installation, operation,
utilization, replacement, maintenance and removal of such Additional
Equipment.
  (m)           Tenant
hereby agrees to pay throughout the Term for one dish other than the Direct TV
dish $50.00 per linear foot diameter of such dish (the "Satellite Rent") as
additional rental for the use of areas in the Project designated by Landlord for
the location of the Communications Equipment.  The Satellite Rent
shall be due and payable, without offset, counterclaim, notice or demand,
pursuant to the provisions of Section 3.1 hereof.  No Satellite Rent
shall be paid for the Direct TV dish.
  V.
  5.1           PAYMENTS BY
TENANT.  Tenant
shall pay all Rent at the times and in the manner herein
provided.  Any failure by Tenant to pay Rent shall give rise to the
rights and remedies provided in Section 6.8.
  5.2           DAMAGE TO
PROJECT.  Subject to the provisions of Section 6.14, at
Tenant's own cost and expense, and by use of a contractor or contractors
approved in writing by Landlord, Tenant shall repair or replace in accordance
with all Legal Requirements any damage or injury done to the Leased Premises or
the Project, or any portion thereof, caused by Tenant or Tenant's agents,
employees, invitees or visitors, which repairs or replacements must be made to
the same or as good a condition as existed prior to such injury or damage;
provided, however, Landlord, at its option, may make such repairs or
replacements, and Tenant shall repay Landlord on demand the actual cost thereof
(plus a charge equal to five percent (5%) of such costs for administrative cost
recovery).
  5.3           CARE OF THE LEASED
PREMISES.  Subject
to the provisions of Section 4.5, at Tenant's own cost and expense, and by use
of a contractor or contractors approved in writing by Landlord, Tenant shall
keep the Leased Premises and all leasehold improvements in a good and
presentable condition, at least similar to the condition as of the Rent
Commencement Date, normal wear and tear excepted, and shall perform all repairs
and improvements required by any Legal Requirement.  If Tenant fails
to commence any such repairs to the Leased Premises and the leasehold
improvements within ten (10) days after written notice from Landlord, and
thereafter diligently proceed with such repair until completion, Landlord, at
its option, may make such repair or any replacement deemed necessary by
Landlord, and Tenant shall pay to Landlord within ten (10) days after demand
Landlord's cost thereof plus a charge equal to ten percent (10%) of such costs
for administrative cost recovery.  Tenant shall not commit or allow
its agents, employees or contractors to commit any waste or damage on any
portion of the Leased Premises or Project.  Upon the expiration or any
earlier termination of this
   23
  Lease,
Tenant shall deliver up said Leased Premises to Landlord in as good a condition
as such premises existed on the date of initial occupancy of the Leased
Premises, ordinary wear and tear, damage by fire or other casualty and repairs
for which Landlord is responsible excepted.  Upon the expiration or
termination of this Lease, Landlord shall have the right to re-enter and resume
possession immediately of the Leased Premises and Tenant's leasehold
improvements.
  5.4           ASSIGNMENT AND
SUBLETTING.
  (a)           Except
as provided in the immediately following paragraph or in Section 5.4(b), Tenant
shall not, without Landlord's prior written consent (which may be withheld in
Landlord's absolute discretion), (i) assign, convey, mortgage, pledge, encumber,
or otherwise transfer (whether voluntarily, by operation of law, or otherwise)
this Lease or any interest hereunder; (ii) allow any lien to be placed upon
Tenant's interest hereunder; (iii) sublet the Leased Premises or any part
thereof; or (iv) permit the use or occupancy of the Leased Premises or any part
thereof by any one other than Tenant or a Permitted Affiliate (defined below) of
Tenant.  Any attempt to consummate any of the foregoing without
Landlord's consent shall be of no force or effect and shall be an Event of
Default under this Lease.  For purposes hereof, (A)  the
transfer of the ownership or voting rights in a controlling interest of the
voting stock of Tenant (if Tenant is a corporation), (B) the transfer of a
general partnership interest or the transfer of twenty-five percent (25%) of the
limited partnership interests in Tenant (if Tenant is a partnership), (C) the
transfer of a controlling interest or the transfer of twenty-five percent (25%)
of the member interests in Tenant (if Tenant is a limited liability company),
(D) the merger or consolidation of Tenant with or into any other corporation or
entity, or (E) a sale or transfer of fifty percent (50%) or more of Tenant's
assets, at any time throughout the Term shall be deemed to be an assignment of
this Lease.
  Notwithstanding
the provisions of the first sentence of this subsection (a), the consent of
Landlord need not be obtained if the assignment or subletting is to one of the
following Affiliates (defined below) of Permian Mud Service, Inc. ("Company"):  (i)
Champion Technologies, Inc. ("Champions"), (ii)
Johnson & Lindley, Inc., (iii) Densimix, Inc., (iv) Corsicana Technologies,
Inc., and (v) Dwight Vorpahl/Eastham, Meyer & Vorphal; so long as (1) the
assignee or sublessee is engaged in a business customarily acceptable for a
tenant in a first class high-rise office building in Houston, Texas, (2) any
assignee shall assume all of the obligations of Company under this Lease, (3) at
the time of such assignment or subletting, this Lease is in full force and
effect and there is no Event of Default then continuing under this Lease on the
part of Tenant, and (4) the assignee's or sublessee's proposed use of the Leased
Premises is not in violation of this Lease (such Affiliate of Company complying
with clauses (1), (2), (3) and (4), hereinafter a "Permitted
Affiliate").  At least ten (10) days prior to the effective
date of any such assignment or sublease to a Permitted Affiliate, Tenant agrees
to furnish Landlord with notice of such assignment or sublease and copies of the
instruments effecting any such assignment or sublease and financial statements
of such Permitted Affiliate.  Additionally, within thirty (30) days
after the effective date of any such assignment or sublease to a Permitted
Affiliate, Tenant agrees to furnish Landlord with copies of the fully executed
instruments effecting any such assignment or sublease and documentation
establishing Tenant's satisfaction of the requirements set forth above
applicable to any such sublease or assignment.  Any such assignee of
Tenant must assume and agree in writing to fully perform and observe all of the
obligations and agreements of Tenant under this Lease and any such sublessee
shall sublease
   24
  such
portion of the Leased Premises subject to the provisions of this
Lease.  Except to the extent expressly provided below, no such
assignment or subletting shall relieve Company, any other tenant, or any
guarantor of this Lease of any covenants or obligations under this Lease or any
such guaranty and Company, any other tenant, and any guarantors of this Lease
shall remain fully liable hereunder and thereunder.  Notwithstanding
anything to the contrary set forth in this Lease, the rights granted to Company
under this paragraph of subsection (a) as to assignments and subleases to
Permitted Affiliates shall not be assignable by Company, shall inure only to the
benefit of Company and shall not be enforceable by any assignee or sublessee of
Company.
  As used
herein, "Affiliate" shall mean
any person or entity controlling, controlled by, or under common control with,
another person or entity.  "Control" as used
herein means the possession, direct or indirect, of the power to direct or cause
the direction of the management and policies of such controlled person or entity
(the ownership, directly or indirectly, of at least fifty-one percent (51%) of
the voting securities of, or possession of the right to vote, in the ordinary
direction of its affairs, at least fifty-one percent (51%) of the voting
interest in, any person or entity shall be presumed to constitute such
control).
  (b)           Notwithstanding
the provisions of Section 5.4(a) above, Tenant shall be permitted to sublease
the Leased Premises or assign its interest in this Lease after Tenant initially
occupies the Leased Premises subject to the provisions of this Section
5.4(b).  If Tenant should desire to assign this Lease or sublet the
Leased Premises or any part thereof, Tenant shall give Landlord written notice
(which shall specify the proposed economic terms and duration of the proposed
sublease or assignment and shall contain information concerning the business,
reputation and creditworthiness of the proposed sublessee or assignee as shall
be sufficient to allow Landlord to form a commercially reasonable judgment with
respect thereto) of Tenant's desire to sublease or assign at least thirty (30)
days in advance of the date on which Tenant desires to make such sublease or
assignment (the "Notice").  Landlord
then shall have fifteen (15) days following receipt of such Notice within which
to notify Tenant in writing that Landlord elects, in its sole and absolute
discretion, to (i) permit Tenant to assign this Lease or sublet such space
subject to Landlord's approval of the assignee or sublessee, or (ii) terminate
this Lease as to the space so affected as of the date so specified by Tenant
(and as to option (ii) only Tenant will be relieved of all further obligations
hereunder as to such terminated space).  If Landlord should fail to
notify Tenant in writing of such election within said fifteen (15) day period,
Landlord shall be deemed to have elected option (i).  If Landlord
elects, or is deemed to have elected, option (i), Landlord shall not
unreasonably withhold such consent to such sublessee or assignee if (1) any such
sublessee or assignee is creditworthy as determined by Landlord and is of a
character, kind and type customarily found in first-class office buildings in
Houston, Texas, (2) such sublease or assignment does not violate any lease
agreement with any other tenant or potential tenant with which Landlord has
entered into a lease or a letter of intent (as applicable) in the Project, and
(3) the use of the Leased Premises by such proposed assignee or sublessee is
permitted under this Lease.  Without limiting the foregoing, in no
event shall the following be considered as suitable assignees or sublessees
under this subsection (b):  any governmental body, agency or bureau
(of the United States, any state, county, municipality or any subdivision
thereof); any foreign government or subdivision thereof; any health care
professional or health care service organization; schools or similar
organizations; employment agencies; radio, television or other communication
stations; restaurants; and retailers offering retail services from the Leased
Premises.  If Landlord elects, or is deemed to have elected, option
(i) and fails to
   25
  approve
or disapprove any such sublessee or assignee within ten (10) days following
Landlord's election or deemed election of option (i), such sublessee or assignee
and the proposed sublease or assignment shall be deemed
disapproved.  If Landlord elects, or is deemed to have elected, option
(i) and the proposed sublessee or assignee is approved by Landlord, the
following shall apply to the sublease or assignment (and shall be conditions
thereto):
  (1)           Each
sublessee or assignee shall fully observe all covenants of this Lease, including
without limitation, the provisions of Section 2.2 of this Lease, and no consent
by Landlord to an assignment or sublease shall be deemed in any manner to be a
consent to (A) a use not permitted under Section 2.2, or (B) an assignment by
Tenant of any rights which are otherwise not assignable pursuant to other
provisions of this Lease;
  (2)           At
the time of any such assignment or subletting, this Lease is in full force and
effect and there is no breach under this Lease on the part of
Tenant;
  (3)           Any
such assignment or subletting shall be subject to all the terms, covenants and
conditions of this Lease and any assignee must assume in writing all the rights
and obligations of the assignor hereunder;
  (4)           If
the aggregate rental, bonus or other consideration paid by the assignee or
sublessee of any such space (and to the extent any rental is abated under the
applicable sublease, such abated rental shall not be considered as paid by the
sublessee) exceeds the sum of (A) the Base Rental as adjusted by the Base Rental
Adjustment paid to Landlord for such space during the applicable period, plus
(B) the reasonable out-of-pocket third party costs and expenses actually
incurred by Tenant under or in connection with such sublease or assignment for
(x) broker's commissions paid by Tenant with regard to the transfer,
(y) reasonable legal fees with regard to the transfer, and (z) expenses of
finishing out or renovation of the space involved (but specifically excluding
any charges payable to partners, shareholders or employees of Tenant in
connection with such sublease or assignment), then fifty percent (50%) of such
excess shall be paid to Landlord within fifteen (15) days after receipt by
Tenant together with all consideration received in connection with such
assignment.  With any payment made by Tenant to Landlord under this
clause (4), Tenant shall furnish Landlord with an accounting prepared and
certified to by Tenant of its determination of the sums owed to Landlord
hereunder;
  (5)           No
assignment or subletting by Tenant shall relieve Tenant or any guarantor of this
Lease of any obligations or covenants under this Lease or any such guaranty and
Tenant and any guarantor of this Lease shall remain fully liable hereunder or
thereunder (as applicable); and
  (6)           A
copy of the original sublease or assignment (and all amendments thereto) shall
be delivered to Landlord within fifteen (15) days from the effective date
thereof.
   26
  If the
proposed sublessee or assignee is approved by Landlord and Tenant fails to enter
into the sublease or assignment with the approved sublessee or assignee within
one hundred eighty (180) days after the date Tenant submitted its proposal to
Landlord, then Landlord's approval of the proposed sublease or assignment shall
be deemed null and void and Tenant must comply again with all of the conditions
of this Section 5.4.
  (c)           If,
in accordance with this Section 5.4, the Leased Premises or any part thereof is
sublet or occupied by other than Tenant or this Lease is assigned, Landlord,
during the continuance of a breach under this Lease on the part of Tenant, if
any, may collect rent from the subtenant, assignee or occupant, and apply the
net amount collected to Rent due by Tenant to Landlord under this Lease, and
Tenant hereby authorizes and directs any such assignee or sublessee to make such
payments of rent direct to Landlord upon receipt of notice from
Landlord.  Additionally, 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 of
this Lease. No such subletting, assignment, occupancy, or collection shall be
deemed (i) a waiver of any of Tenant's covenants contained in this Lease, (ii) a
release of any guarantor of this Lease from further performance of its covenants
under such guaranty, (iii) a release of Tenant from further performance by
Tenant of its covenants under this Lease, or (iv) a waiver of any of Landlord's
other rights hereunder.
  (d)           Notwithstanding
the giving by Landlord of its consent to any sublease or assignment with respect
to the Leased Premises, no sublessee or assignee may exercise any renewal
options, expansion options, rights of first offer or similar rights under this
Lease except (x) in accordance with a separate written agreement entered into
directly between such sublessee or assignee and Landlord, or (y) the expansion
options and the renewal options may be exercised by any permitted assignee (but
not a sublessee) of Tenant's entire interest under this Lease that is a
Permitted Affiliate, provided in the event of clauses (x) or (y) Tenant
continues to be liable for the performance of all obligations hereunder, as
increased or otherwise affected by the exercise of such
rights.  Tenant may not exercise any renewal options, expansion
options, rights of first offer or similar rights under this Lease if Tenant has
assigned all of its interest in this Lease to other than a Permitted
Affiliate.
  (e)           Any
attempted assignment or sublease by Tenant in violation of the terms and
covenants hereof shall be void and shall be an Event of Default under this
Lease.  Any consent by Landlord to a particular assignment or sublease
shall not constitute Landlord's consent to any other or subsequent assignment or
sublease, and any proposed sublease or assignment by a sublessee of Tenant shall
be subject to the provisions hereof as if it were a proposed sublease or
assignment by Tenant.
  (f)           In
any subletting undertaken by Tenant, Tenant shall diligently seek to obtain not
less than fair market rental value for the space so sublet.  In any
assignment of this Lease in whole or in part, Tenant shall seek to obtain from
the assignee consideration reflecting a value of not less than fair market
rental value for the space subject to such
assignment.  Notwithstanding anything to the contrary contained in
this Section 5.4, Tenant shall not be permitted to sublease any portion of the
Leased Premises or assign this Lease to (i) any person or entity that is
actually a tenant of the Building at the time the Notice is furnished to
Landlord (an "Actual
Tenant"), or (ii) any Affiliate of an Actual Tenant if such Affiliate
intends to use a significant portion of the Leased Premises subject to such
assignment or sublease for purposes of
   27
  the
conduct of the business then being conducted by the Actual Tenant in its leased
premises or such Affiliate is entering into such assignment or sublease as a
means to circumvent the provisions of clause (i) above, unless Landlord is
unable to furnish the amount of space in the Building desired by the proposed
assignee or sublessee at the time of the proposed effective date of the proposed
sublease or assignment.
  (g)           Any
improvements, additions, or alterations to the Building or the Project that are
required by Legal Requirements, or are reasonably deemed necessary or
appropriate by Landlord, as a result of any subletting or assignment hereunder,
shall be installed and provided without cost or expense to
Landlord.
  (h)           If,
during the Term of this Lease, Company assigns this Lease in connection with the
one-time sale or other disposition by Company of Company's ownership interests
in Champions (and not with respect to any other Affiliate of Company or any
other entity) to a third-party purchaser (an "Assignee") in
accordance with Paragraph 5.4(a) above (the "Champions
Assignment"), Landlord shall not unreasonably withhold its consent to a
release of Company from any further liability under this Lease accruing after
the effective date of the Champions Assignment provided (i) the Assignee shall
have had a tangible and verifiable net worth equal to or greater than Company's
net worth as of the date of this Lease for at least twelve (12) consecutive
months immediately preceding the effective date of the Champions Assignment, and
(ii) the terms and conditions of Section 5.4(i) are complied with if there is a
partial assignment of this Lease to Champions.
  (i)           Notwithstanding
anything to the contrary provided herein, if, during the Term of this Lease,
Company desires to partially assign this Lease as to a portion (and not all) of
the Leased Premises (the "Partial Assignment"),
Landlord shall not unreasonably withhold its consent to a release of Company
from any further liability under this Lease accruing after the effective date of
the Partial Assignment with respect to such portion of the Leased Premises,
provided Company and Assignee comply with the following terms and
conditions:
  (i)           Assignee
shall have had a tangible and verifiable net worth equal to or greater than
Company's net worth as of the date of this Lease for at least twelve (12)
consecutive months immediately preceding the effective date of the Partial
Assignment;
  (ii)           the
Partial Assignment shall be in connection with the one-time sale or other
disposition by Company of Company's ownership interests in Champions (and not
with respect to any other Affiliate of Company or any other entity) to an
Assignee;
  (iii)           Assignee
shall enter into a new lease (the "New Champions Lease")
with Landlord, in form and content substantially equivalent to this Lease and
reasonably acceptable to Landlord and Tenant, including renewal rights but
excluding any expansion right, right of first refusal, or any other right to
expand its premises, for the portion of the Leased Premises desired to be
assigned to Assignee by Company (the "Assigned
Space");
   28
  (iv)           Company
shall execute an amendment to this Lease whereby the Leased Premises shall be
decreased by the Assigned Space and Company shall agree to reimburse Landlord,
within ten (10) days after receipt by Company of an invoice therefor, for all
reasonable costs actually incurred by Landlord in connection with demising the
Assigned Space from the remaining portion of the Leased Premises and
reconfiguring both the Assigned Space and the remaining portion of the Leased
Premises as separate and independent leasable spaces in the Building, including
any improvements necessary to cause both spaces to comply with applicable laws,
all in a manner reasonably acceptable to Landlord in all respects;
and
  (v)           Tenant
shall be obligated to pay Landlord for all reasonable costs (including, without
limitation, legal fees) actually incurred by Landlord in connection with the
Partial Assignment and the preparation of all documents necessary for such
assignment, including but not limited to the New Champions Lease between
Landlord and Assignee and the amendment of this Lease as contemplated in the
immediately preceding subsection.
  5.5           ALTERATIONS, ADDITIONS, AND
IMPROVEMENTS.
  (a)           Tenant
shall not permit the Leased Premises to be used for any purpose other than that
stated in Section 2.2 hereof, or make or allow to be made any alterations,
physical additions or improvements in or to the Leased Premises, or place signs
on or in the Leased Premises which are visible from outside the Leased Premises,
without first obtaining the prior written consent of Landlord (which consent may
be withheld in Landlord's sole discretion).  Notwithstanding the
foregoing, Landlord will not unreasonably withhold its consent to alterations,
physical additions or changes to the Leased Premises that do not adversely
affect the Building structural, mechanical, electrical, plumbing, heating,
ventilating, air conditioning, life safety or other base Building improvements
or systems, provided such changes (i) are not visible from the exterior of the
Leased Premises or the Building, (ii) do not affect the exterior of the
Building, the structure of the Building or any public areas of the Project,
(iii) do not violate any provision of this Lease, (iv) do not violate any Legal
Requirements, and (v) will not interfere with the use and occupancy of any other
portion of the Project by any other tenant or occupant of the
Project.  If Landlord consents to said alterations, improvements, or
additions, or placement of signs, Landlord may impose such conditions with
respect thereto as are reasonably appropriate, including without limitation,
requiring Tenant to furnish Landlord with security for the payment of all costs
to be incurred in connection with such work, insurance against liabilities which
may arise out of such work, plans and specifications, and permits for such
work.  Tenant's plans and specifications and construction means and
methods shall be subject to Landlord's written approval.  Tenant shall
furnish to Landlord any documents and information requested by Landlord in
connection with the exercise of its rights hereunder.  Landlord may
hire outside consultants to review such documents and information furnished to
Landlord and Tenant shall reimburse Landlord for the cost thereof, including
reasonable attorneys' fees, within thirty (30) days after demand.
  (b)           The
work necessary to make any permitted alterations, improve­ments, or
additions to the Leased Premises shall be done at Tenant's expense by
contractors approved in writing by Landlord (each such contractor hereinafter
referred to as an "Outside Contractor")
or,
   29
  at
Tenant's election, by Landlord (without cost or expense to
Landlord).  If Landlord performs any such work, upon completion of
such work Tenant shall pay Landlord a fee for Landlord's supervision and
administration of such work equal to five percent (5%) of the cost of such
work.  All work performed by an Outside Contractor shall be performed
in a good and workmanlike manner and in compliance with all Legal Requirements,
Landlord's requirements (including without limitation Paragraph 5 of Exhibit C-1), with
the provisions of this Section 5.5 and all applicable Project
Rules.  Tenant shall give Landlord at least ten (10) days prior
written notice before the commencement of any work pursuant to this Section
5.5.  Additionally, it shall be Tenant's responsibility to ensure that
the Outside Contractor shall (i) conduct its work in such a manner so as not to
unreasonably interfere with any other construction occurring on or in the
Project or with the transaction of business in the Project; (ii) comply with
such reasonable rules and regulations applicable to all work being performed in
the Project as may be promulgated from time to time by Landlord; (iii) maintain
such insurance and bonds in full force and effect as may be reasonably requested
by Landlord or as required by Legal Requirements; and (iv) be responsible for
reaching agreement with Landlord as to the terms and conditions for all
contractor items relating to conducting its work.  As a condition
precedent to Landlord's approving the Outside Contractor pursuant hereto, Tenant
and the Outside Contractor shall deliver to Landlord such assurances or
instruments as Landlord may reasonably require to evidence the Outside
Contractor's compliance or agreement to comply with the provisions of clauses
(i), (ii), (iii), and (iv) of this subsection (b).  Landlord retains
the right to make periodic inspections to assure conformity of the work of the
Outside Contractor with the aforementioned rules and regulations and with the
plans and specifications approved by Landlord.  Within thirty (30)
days after substantial completion of any work by Tenant, Tenant, at Tenant's
cost and expense, shall furnish Landlord "as-built" drawings of such work and
shall cause the architect(s) and/or engineer(s) that performed in connection
with the work to prepare a report, in form and substance acceptable to Landlord,
for the benefit of Landlord, certifying to the compliance of the work
constructed by any Outside Contractor with the plans and specifications approved
by Landlord. Each Outside Contractor shall not perform and, upon the request of
Landlord, whether written or oral, each Outside Contractor shall cease to
perform, any activity that is unreasonably disruptive to the conduct of business
within the Project or other tenants or occupants of the Project.
  (c)           Any
and all such alterations, physical additions or improvements, when made to the
Leased Premises by Tenant or on Tenant's behalf, shall at once become the
property of Landlord and shall be surrendered to Landlord upon the termination
of this Lease by lapse of time or otherwise; provided, however, this sentence
shall not apply to movable equipment or furniture owned by Tenant.  If
Tenant fails to remove such movables upon termination of this Lease, Landlord
may have the same removed and any resulting damage repaired at Tenant's
expense.  In such event, such movables will automatically become the
property of Landlord and may be disposed of by Landlord in its sole discretion,
without any right of reimbursement therefor to Tenant.
  (d)           Tenant
shall not allow any liens to be filed against the Leased Premises or the Project
in connection with the installation of Tenant's improvements in, or any repair
or alteration work to, the Leased Premises performed by Tenant or an Outside
Contractor; provided Tenant shall not be responsible for liens filed in
connection with any work performed by Landlord in the Leased
Premises.  If any such liens shall be filed, Tenant shall cause the
same to
   30
  be
released within ten (10) days after the filing thereof by bonding or other
method acceptable to Landlord; provided, however, this sentence shall not apply
to movable equipment or furniture owned by Tenant.  If Tenant shall
fail to timely cancel or discharge said lien or liens as required above,
Landlord, at its sole option, may cancel or discharge the same and Tenant shall
pay to Landlord upon demand, Landlord's cost thereof plus a charge equal to ten
percent (10%) of such costs for administrative cost recovery.  Upon
completion of any such work, Tenant shall deliver to Landlord evidence of
payment, contractors' affidavits and full and final waivers of all liens for,
labor, services, or material.  Tenant shall indemnify and hold
harmless Landlord from all losses, costs, damages, claims and expenses
(including reasonable attorneys' fees and costs of suits actually incurred),
liabilities or causes of action arising out of or relating to any alterations,
additions or improvements that Tenant or any Outside Contractor makes to the
Leased Premises, including any occasioned by the filing of any mechanic's,
materialman's, construction or other liens or claims (and all costs or expenses
associated therewith) asserted, filed or arising out of any such work, provided
Tenant shall not be responsible for liens filed in connection with any work
performed by Landlord in the Leased Premises.  All materialmen,
contractors, artisans, mechanics, laborers and other parties hereafter
contracting with Tenant for the furnishing of any labor, services, materials,
supplies or equipment with respect to any portion of the Leased Premises are
hereby charged with notice that they must look solely to Tenant for payment of
same and Tenant's purchase orders, contracts and subcontracts in connection
therewith must clearly state this requirement.  Landlord shall have
the right at all times to post and keep posted on the Leased Premises any
notices permitted or required by Legal Requirements, or that Landlord shall deem
proper for the protection of Landlord, the Leased Premises, the Project and any
other party having an interest therein, from liens.  Without limiting
the generality of the foregoing, Tenant shall repair or cause to be repaired at
its expense all damage caused by any Outside Contractor, its subcontractors or
their employees.  Tenant shall reimburse Landlord for any costs
incurred by Landlord to repair any damage caused by any Outside Contractor or
any costs incurred by Landlord in requiring any Outside Contractor's compliance
with the rules and regulations.  Additionally, Tenant shall reimburse
Landlord for the reasonable costs Landlord may incur to have an engineer review
all mechanical, structural, electrical, plumbing and life safety systems
installed by any Outside Contractor.
  (e)           Tenant
agrees specifically that no food, soft drink or other vending machine will be
installed within the Leased Premises without Landlord's prior written approval;
provided, however, such approval shall not be withheld provided (i) the use of
such machines are restricted to Tenant's employees and clients, and (ii)
Landlord approves the location, visibility and condition thereof.
  5.6           LEGAL USE AND VIOLATIONS OF
INSURANCE COVERAGE. Tenant
shall not occupy or use the Leased Premises, or permit any portion of the Leased
Premises to be occupied or used, for any business or purpose other than that
stated in Section 2.2 hereof, or for any business or purpose which is unlawful,
disreputable or deemed to be extra-hazardous on account of fire, which creates
noxious or offensive odors emanating from the Leased Premises, or generates
chemicals or hazardous substances.  Tenant shall not use, operate or
maintain the Leased Premises in such manner that any of the rates for any
insurance carried by Landlord or any other owner or occupant of premises in the
Building shall thereby be increased, or in such manner as will affect or cause a
cancellation of any such insurance policy.
   31
  5.7           LEGAL REQUIREMENTS; RULES OF
THE PROJECT.
  (a)           As
used in this Lease, "Legal Requirements"
shall mean any applicable law, statute, ordinance, order, rule, regulation,
decree or requirement of a Governmental Authority, and "Governmental
Authority" shall mean the United States, the state, county, city and
political subdivisions in which the Project is located or which exercise
jurisdiction over the Project, and any agency, department, commission, board,
bureau or instrumentality of any of them which exercise jurisdiction over the
Project.  Tenant shall comply with (and shall indemnify Landlord for
Tenant's failure to comply with), and shall cause its employees, contractors and
agents to comply with, and shall use commercially reasonable efforts to cause
its customers, visitors and invitees to comply with, all Legal Requirements
relating to the use, condition or occupancy of the Leased Premises (including,
without limitation, the Americans with Disabilities Act, all Legal Requirements
applicable to Tenant's business and operations in the Leased Premises and all
orders and requirements imposed by any Health Officer, Fire Marshall, Building
Inspector or other Governmental Authority) and with the rules of the Project
adopted by Landlord from time to time for the safety, care and cleanliness of
the Leased Premises and the Project and for preservation of good order therein
(the "Project
Rules").  In the event of any conflict between the provisions
of this Lease and the Project Rules, the provisions of this Lease shall
control.  The initial Project Rules are attached hereto as Exhibit
E.
  (b)           Without
limiting the provisions of subsection (a) above, Tenant shall comply with all
applicable Legal Requirements regarding health, safety or the environment (the
"Environmental
Laws"), including without limitation the application for and maintenance
of all required permits, the submittal of all notices and reports, proper
labeling, training and recordkeeping, and timely and appropriate response to any
Release (defined below) or other discharge of a substance under Environmental
Laws.  In no way limiting the generality of the foregoing, Tenant
shall not cause or permit its employees, agents or contractors to cause the use
(except for minimal quantities of any substance which technically could be
considered a Hazardous Material [defined below] provided (i) such substance is
of a type and is held only in a quantity normally used by tenants in connection
with the occupancy or operation of office space in first-class office buildings
in metropolitan Houston, Texas [such as normal office waste, pest control
products, and cleaning fluids, and with respect to automobiles parked in the
Garage only, motor fuel and oil in such automobiles], (ii) such Hazardous
Material does not endanger the health or safety of any person on or about the
Leased Premises or the Project, (iii) Tenant complies with all Legal
Requirements applicable to such Hazardous Material, and (iv) it is understood
and agreed that with regard to such Hazardous Material, the obligations of
Tenant in this Section 5.7 shall apply [including without limitation,
Tenant's obligation to clean up, remove, restore or take other remedial action
with respect to any such Hazardous Material] even though Tenant is permitted
pursuant to this parenthetical to cause such substance to be used in the Leased
Premises subject to the limitations set forth above), generation, storage,
Release or disposal in or about the Leased Premises or the Project of any
substances, materials or wastes subject to regulation under Legal Requirements
from time to time in effect concerning hazardous, toxic or radioactive materials
(collectively, the "Hazardous
Materials"), unless Tenant shall have received Landlord's prior written
consent, which consent Landlord may withhold or revoke at any time in its sole
discretion.  Additionally, except as may be present on the Effective
Date, Tenant shall not permit to be present upon the Leased Premises, or
contained in any transformers or other equipment thereon, any
PCB's.  "PCB" means any oil or
other substance
   32
  containing
polychlorinated biphenyl (as defined in 40 CFR 761.3).  Tenant, except
as may be present on the Effective Date, shall not permit any asbestos, or any
structures, fixtures, equipment or other objects or materials containing
asbestos on the Leased Premises.  Tenant shall immediately notify
Landlord of the presence of any Reportable Quantity (defined below) of a
Hazardous Material on or about the Leased Premises.  As used in this
Lease, "Reportable
Quantity" shall mean that amount defined in the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended, the
Federal Water Pollution Control Act, as amended, pertinent regulations
thereunder or other relevant Environmental Laws.
  Tenant
shall indemnify, protect, defend (with counsel reasonably approved by Landlord)
and hold Landlord, and the directors, officers, shareholders, employees and
agents of Landlord, harmless from any and all obligations, claims,
administrative proceedings, judgments, damages, fines, costs, and liabilities,
including reasonable attorneys' fees incurred in enforcing this Section 5.7(b),
performance on Tenant's behalf, or collecting any sums due hereunder,
(collectively, the "Costs") that arise
directly or indirectly from or in connection with the presence, suspected
presence, Release (defined below), or suspected Release of Hazardous Materials
arising out of, in connection with, or by reason of the action or inaction of
Tenant, or Tenant's officers, directors, partners, agents, employees,
contractors, subtenants, invitees and visitors.  As used in this
Lease, "Release" shall mean
any spilling, leaking, pumping, pouring, emitting, emptying, discharging,
injecting, escaping, leaching, dumping, or disposing into the environment
(including the abandonment or discarding of barrels, containers and other closed
receptacles).  If Landlord incurs any Costs, Tenant shall pay to
Landlord the amount thereof upon demand.  Without limiting the
generality of the foregoing, there shall be included in Costs, capital,
operating, and maintenance costs incurred in connection with any investigation
or monitoring of site conditions, any clean up, containment, remedial, removal
or restoration work required or performed by any federal, state or local
governmental agency or political subdivision or performed by any nongovernmental
entity or person.
  (c)           Landlord,
at its cost and expense (which cost and expense shall be included in Operating
Expenses pursuant to Section 3.2 (c)), shall comply with all Legal Requirements
relating to the base Building to the extent the failure to so comply will
materially and adversely affect Tenant's use or occupancy of the Leased Premises
for the purposes intended in Section 2.2 (subject to Landlord's right, in good
faith, to contest any such Legal Requirement), except to the extent that any
such Legal Requirement relates to a tenant's (including Tenant's, as provided in
Section 5.7(a) hereof) obligation under its lease or other third party (e.g., if
it relates to a tenant's leased premises), in which case Landlord shall exercise
reasonable efforts to cause compliance by such tenant or other third
party.  Without limiting the foregoing, Tenant shall be solely
responsible for compliance with all Legal Requirements with respect to all areas
within the Leased Premises (including, without limitation, all restrooms located
therein).
  5.8           RIGHTS RESERVED BY
LANDLORD.   Tenant shall permit Landlord or its agents or
representatives to enter into and upon any part of the Leased Premises at all
reasonable hours, accompanied by a representative of Tenant and upon reasonable
notice (except for emergencies and routine cleaning for which such entry may be
made at any time, without a representative of Tenant and without notice) to
inspect same, clean or make repairs, alterations or additions thereto and to
show same to prospective tenants, mortgagees and purchasers as Landlord may deem
necessary or desirable (but as to prospective tenants, only during the
last
   33
  nine (9)
months of the Term or such earlier date if Tenant has waived its right to, or
provided notice to Landlord that it will not, exercise the Renewal Option
pursuant to Section 7.1, or such earlier date if an Event of Default is then in
existence).  Additionally, Landlord shall have the right from time to
time, without unreasonable interference with Tenant's use of or access to the
Leased Premises, to decorate and to make repairs, alterations, additions,
changes or improvements, whether structural or otherwise, in and about the
Project, or any part thereof, to enter upon the Leased Premises therefor, and to
alter or relocate entrances, passageways, doors, corridors, elevators, stairs,
rest rooms, or other General Common Areas, Service Areas or  Common
Areas, and during the continuance of such work, to temporarily close doors,
entryways, public space and corridors in the Building.  Tenant shall
not be entitled to any abatement or reduction of any sums due under this Lease
by reason of the foregoing activities, nor shall such activities be construed to
be an eviction of Tenant, a default by Landlord hereunder, or a breach of the
covenant of quiet enjoyment.  In any event, any such entry shall be
accomplished as expeditiously as reasonably possible and in a manner so as to
minimize the interference to Tenant to the extent reasonably
possible.
  5.9           NUISANCE.  Tenant
shall conduct its business and control its agents, employees, invitees,
contractors and visitors in such a manner as not to create any nuisance, or
interfere with, annoy or disturb any other tenant or Landlord in its operation
of the Project.
  5.10         SUBORDINATION.   This
Lease is subject and subordinate to each ground or land lease which may now or
hereafter cover all or any part of the Project and to each mortgage or deed of
trust which may now or hereafter encumber all or any portion of the Project and
to all renewals, modifications, consolidations, replacements and extensions
thereof. This Section 5.10 shall be self-operative and no further instrument of
subordination need be required by any mortgagee or lessor.  Tenant,
however, upon Landlord's request, shall execute promptly any appropriate
certificate or instrument in confirmation of such
subordination.  Tenant hereby constitutes and appoints Landlord as
Tenant's attorney in fact to execute any such certificate or instrument for and
on behalf of Tenant in the event Tenant fails to execute such certificate or
instrument within ten (10) days following Landlord's request.  In the
event of the enforcement by the lessor under any such ground or land lease or
the trustee, the mortgagee or the beneficiary under any such mortgage or deed of
trust of the remedies provided for by law or by such ground or land lease,
mortgage or deed of trust, Tenant, upon request of any person or party
succeeding to the interest of Landlord as a result of such enforcement
(collectively, "Successor"),
automatically  will become the tenant of such Successor without change
in the terms or other provisions of this Lease; provided, however, that such
Successor shall not be (a) subject to any credits, offsets, defenses or claims
which Tenant may have against any prior landlord, (b) bound by any payment of
Rent for more than one (1) month in advance, except prepayments in the nature of
security for the performance by Tenant of its obligations under this Lease, (c)
bound by any amendment or modification of this Lease made after the applicable
ground or land lease, mortgage or deed of trust is placed against the Project
(and Tenant has been given notice thereof) without the written consent of such
trustee, mortgagee, beneficiary or landlord, (d) liable for any act, omission,
neglect or default of any prior landlord, or (e) required to make any capital
improvements to the Project or the Leased Premises which Landlord may have
agreed to make but had not completed.  Notwithstanding the foregoing,
the holder of any ground or land lease that may affect all or any portion of the
Project or the holder of any mortgage or deed of trust
   34
  that may
encumber all or any portion of the Project may elect at any time to cause their
interest in the Project to be subordinate and junior to Tenant's interest under
this Lease by filing an instrument in the real property records of Harris
County, Texas effecting such election and providing Tenant with notice of such
election.
  5.11           ESTOPPEL
CERTIFICATE.  Within ten (10) days after Landlord's request,
Tenant will execute an estoppel certificate certifying as to such facts (if
true) as Landlord (or mortgagees, ground or land lessors or proposed purchasers
of the Project) may reasonably request (including, in the case of mortgagees or
ground or land lessors, reasonable notice and cure
provisions).  Failure to deliver such estoppel certificate within such
ten (10) day period shall be deemed Tenant's agreement to and acknowledgment of
the statements contained therein.
  5.12           TENANT'S
REMEDIES.  Tenant specifically agrees to look solely to
Landlord's (or its successors') interest in the Project for the recovery of any
judgment from Landlord, it being agreed that Landlord (and if Landlord is a
partnership, its partners [direct or indirect, general or limited], or if
Landlord is a corporation, its directors, officers or any successors in
interest) shall never be personally liable for any such judgment.
  5.13           NAME OF BUILDING AND
PROJECT.  Tenant shall not utilize the name of the Building or
the Project for any purpose whatsoever, except to identify the location of the
Leased Premises in Tenant's address.  Landlord shall have the right to
change the name of the Building or the Project or the design or construction
thereof whenever Landlord, in its sole discretion, deems it appropriate without
any liability to Tenant and without any consent of Tenant being
necessary.
  VI.
  6.1           CONDEMNATION.
  (a)           If
the Leased Premises or a portion of the Building that results in there being no
access to the Leased Premises shall be taken or condemned (or sold in lieu
thereof) for any public purpose to such an extent as to render the Leased
Premises untenantable, either party shall have the right to terminate this Lease
by giving notice of such election to terminate to the other party within ten
(10) days from the date of such condemnation or taking (or sale in lieu
thereof), which termination shall be effective on the date of the transfer of
possession of the Leased Premises or such portion of the Building to the
condemning authority.  If only a portion thereof shall be so taken so
as not to render the remainder untenantable, this Lease shall not terminate, and
Base Rental shall be diminished by an equitable amount (based upon the square
footage of Net Rentable Area so taken) and Landlord shall, to the extent
practicable, restore the Leased Premises so that the remaining portion of the
Leased Premises shall be partitioned off from the portion so taken or condemned;
however, Landlord shall be obligated to restore or rebuild the damaged property
only to the extent the holder of any mortgage or deed of trust or the landlord
under any ground lease makes the proceeds of such taking available to Landlord
for the purposes of rebuilding and restoration, or if no mortgage or ground
lease then affects the Project, then only to the extent of the net proceeds of
such taking; provided, however, if such proceeds are insufficient for the
restoration Landlord is obligated to make pursuant to this Section 6.1
and
   35
  Landlord
elects (in its sole discretion) not to restore the damaged property in
accordance with the provisions of this Section 6.1 and such election not to make
such restoration results in the Leased Premises being untenantable, Landlord
shall furnish notice thereof to Tenant and Tenant shall have the right to
terminate this Lease within thirty (30) days after receipt of such notice from
Landlord (failing which, Tenant shall have waived its right to so terminate this
Lease pursuant to this sentence).  If all or substantially all of the
Project (whether or not the Leased Premises are affected), or a portion of the
Project (whether or not the Leased Premises are affected) as to cause the
remainder of the Project not to be economically feasible to operate, as
reasonably determined by Landlord, should be taken or condemned (or sold in lieu
thereof) for any public purpose, then this Lease, at the option of Landlord upon
the giving of notice to Tenant within ten (10) days from the date of such
condemnation or taking (or sale in lieu thereof), shall cease and terminate
effective on the date of the transfer of possession of the Leased Premises to
the condemning authority.  If this Lease is terminated in accordance
with this Section 6.1(a), Base Rental shall be apportioned on a per diem basis
and shall be payable through the effective date of the
termination.  All proceeds from any taking or condemnation (or sale in
lieu thereof) of the Leased Premises or any portion of the Project shall belong
to and be paid to Landlord, and Tenant shall not be entitled to any portion of
such award (except that Tenant shall have all rights permitted under the laws of
the State of Texas to appear, claim and prove in proceedings relative to such
taking the value of any fixtures, furnishings, and other personal property which
are taken but which under the terms of this Lease Tenant is permitted to remove
at the end of the Term, the unamortized cost [such costs having been amortized
on a straight line basis over the Term excluding any renewal terms] of Tenant's
leasehold improvements which are taken that Tenant is not permitted to remove at
the end of the Term and which were installed solely at Tenant's expense [i.e.,
not paid for by Landlord or purchased with allowances provided by Landlord],
and  relocation and moving expenses, but not the value of Tenant's
leasehold estate created by this Lease and only so long as such claims in no way
diminish the award Landlord receives from the condemning
authority).
  (b)           In
the event of any taking or condemnation for any public purpose of the Leased
Premises or any portion thereof occurs for one hundred eighty (180) days or
less, then it shall be deemed a temporary taking, this Lease shall continue in
full force and effect, Landlord shall be under no obligation to make any repairs
or alterations, and at Landlord's option either (i) there shall be no abatement
of Base Rental and all proceeds of such taking relating to the Term occurring
during such taking shall belong to Tenant, or (ii) Base Rental shall be
diminished by an equitable amount (based upon the square footage of Net Rentable
Area so taken) for the period of time the Leased Premises are so taken and
Landlord shall be entitled to the proceeds of such taking.
  6.2           DAMAGES FROM CERTAIN
CAUSES. Landlord
shall not be liable or responsible to Tenant for any loss or damage to any
property or person occasioned by theft, fire, casualty, vandalism, acts of God,
public enemy, injunction, riot, strike, inability to procure materials,
insurrection, war, court order, requisition or order of governmental body or
authority, or for any other causes beyond Landlord's reasonable control, or for
any damage or inconvenience which may arise through repair or alteration of the
Leased Premises or the Project.  All goods, property or personal
effects stored or placed by Tenant in or about the Project shall be at the sole
risk of Tenant.
  6.3           INTENTIONALLY
DELETED.
   36
  6.4           HOLDING
OVER.  In the event of holding over by Tenant after expiration
or termination of this Lease without the consent of Landlord, Tenant shall be
deemed a tenant at will and shall pay, as Base Rental for each month or any part
thereof of any such holdover period, the greater of (a) one hundred fifty
percent (150%) of the Base Rental and Base Rental Adjustment which Tenant was
obligated to pay for the month immediately preceding the end of the Term, or (b)
one hundred fifty percent (150%) of the prevailing market rent for the Leased
Premises (as reasonably determined by Landlord) (plus any additional rent
provided for under this Lease).  No holding over by Tenant after the
Term shall operate to extend the Term.  Additionally, in the event of
any unauthorized holding over by Tenant in excess of thirty (30) days, Tenant
shall indemnify Landlord against (i) all claims for damages by any other lessee
to whom Landlord may have leased all or any part of the Leased Premises covered
hereby, and (ii) all other losses, costs and expenses, including reasonable
attorneys' fees, incurred by Landlord by reason of such holding
over.  Any holding over with the consent of Landlord in writing shall
thereafter constitute this Lease a lease from month to month.
  6.5           CASUALTY.  In
the event of a fire or other casualty in the Leased Premises, Tenant shall
promptly give notice thereof to Landlord.  If the Leased Premises
shall be destroyed by fire or other casualty so as to render the Leased Premises
untenantable in whole or in part, Base Rental shall abate equitably thereafter
as to the portion of the Leased Premises rendered untenantable (based upon the
square footage of the Net Rentable Area rendered untenantable) until the earlier
to occur of (i) sixty (60) days after the date Tenant is permitted to commence
repair of its leasehold improvements for the portion of the Leased Premises so
damaged, or (ii) the date the Leased Premises are made
tenantable.  Landlord agrees to commence and prosecute repair of the
Building Standard Improvements promptly and with all due diligence, and Tenant
agrees to commence and prosecute repair of its leasehold improvements promptly
and with all due diligence, subject in each case to delays for insurance
adjustments and delays caused by matters beyond the applicable party's control,
zoning laws and building codes then in effect, and to the termination rights set
forth below.  In the event any portion of the Project is damaged by
fire or other casualty, and if such damage is such that Landlord cannot
reasonably be expected to substantially complete its repair work within two
hundred seventy (270) days after the date of casualty, as reasonably estimated
by a responsible contractor selected by Landlord, then Landlord shall have the
right to terminate this Lease and all Rent owing under this Lease up to the time
of such destruction or termination shall be paid by Tenant and thenceforth this
Lease shall cease and come to an end.  Landlord shall give Tenant
written notice of its decisions, estimates or elections under this Section 6.5
within sixty (60) days after any such damage or destruction.  In the
event any portion of the Leased Premises is damaged by fire or other casualty,
and if such damage is such that Landlord cannot reasonably be expected to
substantially complete its repair work of the Building Standard Improvements
within the Leased Premises within two hundred seventy (270) days after the date
of the casualty to the extent necessary to allow Tenant to commence repair of
its leasehold improvements, as reasonably estimated by a responsible contractor
selected by Landlord, and Landlord has not terminated this Lease as herein
provided, then Tenant shall have the right, within thirty (30) days after
Landlord delivers the estimate to Tenant of time to restore, to terminate this
Lease.  Notwithstanding anything to the contrary contained in this
Section 6.5, if at the time of any substantial damage to the Project, less than
one (1) year remains in the Term, then Landlord, at Landlord's sole option,
shall have the right to terminate this
Lease.  Additionally,
   37
  notwithstanding
anything to the contrary contained in this Section 6.5, (a) Landlord shall be
obligated to restore or rebuild (i) the damaged property only to the extent of
the net insurance proceeds made available to Landlord for restoration or
rebuilding by the holder of any mortgage or deed of trust or lessor under any
ground lease; provided, however, if such proceeds are insufficient for the
restoration Landlord is obligated to make pursuant to this Section 6.5 and
Landlord elects (in its sole discretion) not to restore the damaged property in
accordance with the requirements of clause (ii) below and such election not to
make such restoration results in the Leased Premises being untenantable,
Landlord shall furnish notice thereof to Tenant and Tenant shall have the right
to terminate this Lease within thirty (30) days after receipt of such notice
from Landlord (failing which, Tenant shall have waived its right to so terminate
this Lease pursuant to clause (i)), and (ii) only the portion of the Leased
Premises that consists of Building Standard Improvements and only to the
condition that existed immediately prior to the casualty, and nothing herein
shall be construed to obligate Landlord under any circumstances to repair or
restore any of Tenant's leasehold improvements in excess of Building Standard
Improvements, and (b) if the Leased Premises, the Project, or any portion
thereof shall be damaged through the negligence or willful misconduct of Tenant
or any of its agents, employees or invitees, the cost of any repairs made by
Landlord not covered by insurance proceeds received by Landlord shall be paid by
Tenant and Rent shall continue unabated.
  6.6           ATTORNEYS' FEES.  In the
event Tenant or Landlord defaults in the performance of any of the terms,
covenants, agreements or conditions contained in this Lease and the
nondefaulting party places the enforcement of this Lease, or any part thereof,
or the collection of any sums due, or to become due hereunder, or recovery of
the possession of the Leased Premises, in the hands of an attorney, or files
suit upon the same, the defaulting party agrees, to the extent permitted by
applicable law, to pay the nondefaulting party all reasonable attorneys' fees
incurred by the nondefaulting party if such suit is successful.  In
addition, if Tenant requests any consent of Landlord to any assignment or
sublease, or otherwise requests any consent or other action on the part of
Landlord, and Landlord deems it necessary for any documents to be prepared or
reviewed by its counsel, Tenant shall pay all reasonable attorneys' fees and
expenses incurred by Landlord in connection therewith.
  6.7           ASSIGNMENTS BY
LANDLORD.  Landlord shall have the right to transfer and
assign, in whole or in part, all of its rights and obligations hereunder and in
the Project and property referred to herein, and in such event and upon its
transferee's assumption of Landlord's obligations thereafter accruing hereunder
(any such transferee to have the benefit of, and be subject to, the provisions
of Section 4.6 and Section 5.12), no further liability or obligation shall
thereafter accrue against Landlord hereunder.  Upon request by
Landlord, Tenant agrees to execute a certificate certifying such facts (if true)
as Landlord may reasonably require in connection with any such assignment by
Landlord.
  6.8           DEFAULT BY
TENANT.  The occurrence of any of the following events and the
expiration of any grace periods hereafter described shall constitute an "Event of Default"
under this Lease on the part of Tenant:
  (a)           Tenant
shall fail to pay any sum to be paid by Tenant under this Lease, and such
failure shall continue for five (5) days after the date such payment is
due;
   38
  (b)           Tenant
shall assign its interest in this Lease or sublet any portion of the Leased
Premises except as permitted in this Lease or Tenant shall otherwise breach the
provisions of Section 5.4 of this Lease;
  (c)           a
breach shall be made in the performance of any of the other covenants or
conditions which Tenant is required to observe and to perform (other than those
referred to in subsections (a) and (b) above), and such breach shall continue
for fifteen (15) days after notice from Landlord of such breach (unless with
respect to any default which cannot be cured within fifteen (15) days due to
causes beyond Tenant's reasonable control, Tenant, in good faith, after
receiving such notice, shall have commenced and thereafter shall continue
diligently to perform all action necessary to cure such default);
  (d)           if
Tenant or any guarantor of this Lease is a corporation, Tenant or any such
guarantor shall cease to exist as a corporation in good standing in the state of
its incorporation, or, if Tenant or any guarantor of this Lease is a partnership
or other entity, Tenant or any such guarantor shall be dissolved or otherwise
liquidated;
  (e)           if
the interest of Tenant under this Lease shall be subjected to any attachment,
execution, levy or other judicial seizure pursuant to any order or decree
entered against Tenant in any legal proceeding that is not stayed (so as to
prevent seizure) pending appeal and such order or decree is not vacated or
bonded against so as to prevent seizure upon the earlier to occur of (aa)
fifteen (15) days prior to the sale of such interest pursuant to such order or
decree, or (bb) thirty (30) days after entry of the order;
  (f)           subject
to any delay caused by Landlord, Tenant shall fail or refuse to move into or
take possession of the Leased Premises within fifteen (15) days after the Rent
Commencement Date; or
  (g)           if
a breach occurs under, or any guarantor of this Lease neglects or fails to
perform or observe, any covenant, term, provision, or condition contained in any
such guaranty of this Lease.
  If an
Event of Default on the part of Tenant shall have occurred under this Lease,
then or at any time thereafter while such Event of Default continues, Landlord,
at Landlord's option, may have any one or more of the following described
remedies in addition to all other rights and remedies provided at law or in
equity:
  (i)           Landlord,
with or without terminating this Lease, may immediately or at any time
thereafter re-enter the Leased Premises and correct or repair any condition
which shall constitute a failure on Tenant's part to keep, observe, perform,
satisfy or abide by any term, condition, covenant, agreement or obligation of
this Lease and Tenant shall fully reimburse and compensate Landlord on demand
for the costs incurred by Landlord in doing so; or
  (ii)           Landlord
may terminate this Lease and forthwith repossess the Leased Premises and remove
all persons or property therefrom, and be entitled to recover forthwith as
damages a sum of money equal to the total of (A) the cost of recovering
the
   39
  Leased
Premises (including, without limitation, attorneys' fees and costs of suit), (B)
the cost as reasonably estimated by Landlord of any alterations of, or repairs
to, the Leased Premises which are necessary or proper to prepare the same for
reletting, (C) the unpaid Rent owed at the time of termination, plus interest
thereon from due date at the Interest Rate, (D) the present value of the balance
of the Rent for the remainder of the Term less the present value of the fair
market rental value (and in computing the fair market rental value the factors
taken into account shall include without limitation the market rental
concessions and the time necessary to relet the Leased Premises) of the Leased
Premises for said period (in each case using a discount rate of eight percent
(8%) per annum), and (E) any other sum of money and damages owed by Tenant to
Landlord; or
  (iii)           Landlord
may terminate Tenant's right of possession (but not this Lease) and may
repossess the Leased Premises by forcible entry or detainer suit or otherwise
without demand or notice of any kind to Tenant and without terminating this
Lease, and remove all persons or property therefrom, using such force as may be
necessary (Tenant hereby waiving any claim by reason of such reentry,
repossession or removal or by issuance of any distress warrant or writ of
sequestration), in which event Landlord may (but shall be under no obligation to
do so unless required by law), relet the Leased Premises or any part thereof for
the account of Tenant for such rent and upon such terms as shall be satisfactory
to Landlord (however, to the extent Landlord is so required by law to relet the
Leased Premises, Landlord shall be under no obligation to relet the Leased
Premises or any portion thereof in preference to any other space in the Project
or on terms unsatisfactory to Landlord).  For the purpose of such
reletting Landlord is authorized to decorate or to make any repairs, changes,
alterations or additions in or to the Leased Premises, or provide leasing
inducements or brokerage commissions that may be necessary or convenient, and
(A) if Landlord shall fail or refuse to relet the Leased Premises, or (B) if
relet and a sufficient sum shall not be realized from such reletting (after
paying the unpaid amounts due hereunder earned but unpaid at the time of
reletting plus interest thereon at the Interest Rate, the cost of recovering
possession [including, without limitation, attorneys' fees and costs of suit],
all of the costs and expenses of such decorations, repairs, changes, alterations
and additions and all other expenses of such reletting [including, without
limitation, leasing inducements and brokerage commission] and of the collection
of the rent accruing therefrom) to satisfy the Rent provided for in this Lease
to be paid, then Tenant shall pay to Landlord as damages a sum equal to the
amount of the rental reserved in this Lease for such period or periods or, if
the Leased Premises have been relet, Tenant shall satisfy and pay any such
deficiency upon demand therefor from time to time as the same accrues or becomes
due.  Tenant agrees that Landlord may file suit to recover any sums
falling due under the terms of this Section 6.8 from time to time on one or more
occasions without Landlord being obligated to wait until expiration of the Term,
and no delivery or recovery of any portion due Landlord hereunder shall be any
defense in any action to recover any amount not theretofore reduced to judgment
in favor of Landlord, nor shall such reletting be construed as an election on
the part of Landlord to terminate this Lease unless a written notice of such
intention be given to Tenant by Landlord.  Notwithstanding any such
reletting without termination, Landlord may at any time thereafter elect to
terminate this Lease for such previous breach.  If Landlord re-enters
the Leased Premises or terminates
   40
  this
Lease pursuant to any of the provisions of this Lease, Tenant hereby waives all
claims for damages which may be caused by such re-entry or termination by
Landlord.  No such re-entry or termination shall be considered or
construed to be a forcible entry; or
  (iv)           Landlord
is entitled and is hereby authorized, without any further notice to Tenant
whatsoever, to enter upon the Leased Premises by use of a master key, a
duplicate key, picking the locks, or other peaceable means, and to change,
alter, and/or modify the door locks on all entry doors of the Leased Premises,
thereby excluding Tenant, and its officers, principals, agents, employees,
visitors and representatives therefrom.  In the event that Landlord
has either terminated Tenant's right of possession to the Leased Premises
pursuant to the foregoing provisions of this Lease, or has terminated this Lease
by reason of the Event of Default, Landlord shall not thereafter be obligated to
provide Tenant with a key to the Leased Premises at any time; provided, however,
that in any such instance, during Landlord's normal business hours and at the
convenience of Landlord, and upon the written request of Tenant accompanied by
such written waivers and releases as Landlord may require, Landlord will escort
Tenant or its authorized personnel to the Leased Premises to retrieve any
personal belongings or other property of Tenant not subject to Landlord's liens
available under applicable laws.  If Landlord elects to exclude Tenant
from the Leased Premises without permanently repossessing the Leased Premises or
terminating this Lease pursuant to the foregoing provisions of this Lease, then
Landlord (at any time prior to permanent repossession or termination) shall not
be obligated to provide Tenant a key to re-enter the Leased Premises until such
time as all delinquent Rent has been paid in full and all other Events of
Default, if any, have been completely cured to Landlord's satisfaction, and
Landlord has been given assurance reasonably satisfactory to Landlord evidencing
Tenant's ability to satisfy its remaining obligations under this
Lease.  During any such temporary period of exclusion, Landlord will,
during Landlord's regular business hours and at Landlord's convenience, upon
written request by Tenant, escort Tenant or its authorized personnel to the
Leased Premises to retrieve personal belongings of Tenant or its employees, and
such other property of Tenant as is not subject to Landlord's liens available
under applicable laws.  The provisions hereof shall override and
control any conflicting provisions of Section 93.002 of the Texas Property Code
(as amended).
  6.9           INSOLVENCY OR
BANKRUPTCY.   The
appointment of a receiver to take possession of all or substantially all of the
assets of Tenant or any guarantor of any of Tenant's obligations under this
Lease, or any general assignment by Tenant for the benefit of creditors, or any
action taken or suffered by Tenant or any such guarantor under any insolvency,
bankruptcy, or reorganization act, other than an involuntary proceeding that is
dismissed or bonded against within twenty (20) days after the filing thereof,
shall at Landlord's option, constitute a breach of this Lease by
Tenant.  Upon the happening of any such event or at any time
thereafter, this Lease shall terminate five (5) days after notice of termination
from Landlord to Tenant.  In no event shall this Lease be assigned or
assignable by voluntary or involuntary bankruptcy or a proceeding in lieu
thereof and, in no event shall this Lease or any rights or privileges hereunder
be an asset of Tenant or any such guarantor under any bankruptcy, insolvency, or
reorganization proceeding.
   41
  6.10           NON-WAIVER.   No
failure or delay of Landlord in any one instance to exercise any remedy or power
given it herein or to insist upon strict performance by Tenant of any obligation
imposed on it herein in any other instance shall constitute a waiver or a
modification of the terms hereof by Landlord in any one instance or any right it
has herein to demand strict compliance with the terms hereof by Tenant in any
other instance.  Additionally, no express written waiver by Landlord
shall affect any condition other than the condition specified in such express
written waiver and only for the time and in the manner specifically
stated.  A receipt by Landlord of any Rent with knowledge of the
breach of any covenant or agreement contained in this Lease shall not be deemed
a waiver of such breach, and no waiver by Landlord of any provision of this
Lease shall be deemed to have been made unless expressed in writing and signed
by Landlord.  No payment by Tenant or receipt by Landlord of a lesser
amount than the Rent due under this Lease shall be deemed to be other than an
account of the earliest Rent due hereunder, nor shall any endorsement or
statement on any check or any letter accompanying any check or payment as Rent
be deemed an accord and satisfaction, and Landlord may accept such check or
payment without prejudice to Landlord's right to recover the balance of such
Rent or pursue any other remedy in this Lease provided.  No course of
conduct between Landlord and Tenant, and no acceptance of the keys to or
possession of the Leased Premises before the termination of the Term by Landlord
or any employee of Landlord shall constitute a waiver of any such breach or of
any term, covenant or condition of this Lease or operate as a surrender of this
Lease.  All of the remedies permitted or available to Landlord under
this Lease, or at law or in equity, shall be cumulative and not alternative and
the exercise of any such right or remedy shall not constitute a waiver or
election of remedies with respect to any other permitted or available right or
remedy.
  6.11           CASUALTY
INSURANCE.   Landlord shall maintain fire and extended
coverage insurance on the entire Project (excluding leasehold improvements and
the personal property of tenants) and on the Building Standard Improvements in
amounts desired by Landlord.  Said insurance shall be maintained at
the expense of Landlord (which expense is to be included in Operating Expenses)
with an insurance company authorized to insure properties in the State of
Texas.  All payments for losses thereunder shall be made solely to
Landlord.  If the annual premiums to Landlord for such casualty
insurance exceed the standard premium rates because of the nature of Tenant's
operations, contents or improvements beyond Building Standard Improvements or
because the same result in extra-hazardous exposure, then Tenant shall upon
receipt of copies of appropriate premium invoices promptly reimburse Landlord
for such increases in such premiums.  Tenant shall maintain at its
expense fire and extended coverage insurance on the full insurable value of all
of the leasehold improvements and Tenant's personal property, including
removable trade fixtures, located in the Leased Premises and on the full
insurable value of all additions and improvements (including fixtures) made by
Tenant and not required to be insured by Landlord above.  Within ten
(10) days following request of Landlord, Tenant shall deliver to Landlord a duly
executed certificate of insurance reflecting Tenant's maintenance of the
insurance required under this Section 6.11.
  6.12           LIABILITY
INSURANCE.   Landlord and Tenant each shall maintain
separate policies of commercial general liability insurance with the premiums
thereon fully paid in advance, issued by and binding upon an insurance company
authorized to transact business in Texas and of good financial standing, such
insurance to afford minimum protection of not less than $2,000,000.00 in respect
of bodily injury or death and/or property damage in respect of any
   42
  one
occurrence; provided, however, that Tenant shall carry such greater limits of
coverage as Landlord may reasonably request from time to time so long as
Landlord maintains similar limits of coverage.  Such policy of
insurance maintained by Tenant shall name Tenant and Landlord as named insureds
thereunder and shall name Landlord's property manager and all mortgagees and
lessors of Landlord, of which Tenant has been notified, as additional named
insureds, all as their respective interests may appear.  Within ten
(10) days following request of Landlord, Tenant shall deliver to Landlord a duly
executed certificate of insurance reflecting Tenant's maintenance of the
insurance required under this Section 6.12.
  6.13           HOLD
HARMLESS.  Except as otherwise expressly provided in this Lease
to the contrary, Landlord shall not be liable to Tenant, or to Tenant's agents,
servants or employees for any damage to person or property caused by the
negligence or intentional torts of Tenant, or its agents, servants or employees,
and Tenant agrees to indemnify and hold Landlord harmless from all liability and
claims for any such damage.  Except as otherwise expressly provided in
this Lease to the contrary, Tenant shall not be liable to Landlord, or to
Landlord's agents, servants or employees for any damage to person or property
caused by the negligence or intentional torts of Landlord, or its agents,
servants or employees, and Landlord agrees to indemnify and hold Tenant harmless
from all liability and claims for any such damage.
  6.14           WAIVER OF SUBROGATION
RIGHTS.  ANYTHING
IN THIS LEASE TO THE CONTRARY NOTWITHSTANDING, LANDLORD AND TENANT EACH HEREBY
WAIVES ANY AND ALL RIGHTS OF RECOVERY, CLAIM, ACTION OR CAUSE-OF-ACTION, AGAINST
THE OTHER, ITS AGENTS (INCLUDING PARTNERS, BOTH GENERAL AND LIMITED), OFFICERS,
DIRECTORS, SHAREHOLDERS, CUSTOMERS, INVITEES, OR EMPLOYEES, FOR ANY LOSS OR
DAMAGE THAT MAY OCCUR TO THE LEASED PREMISES, OR ANY IMPROVEMENTS THERETO, OR
THE PROJECT OF WHICH THE LEASED PREMISES ARE A PART, OR ANY IMPROVEMENTS
THEREON, OR ANY PERSONAL PROPERTY OF SUCH PARTY THEREIN, BY REASON OF FIRE, THE
ELEMENTS OR ANY OTHER CAUSE WHICH IS OR IS REQUIRED TO BE INSURED AGAINST UNDER
THE INSURANCE POLICIES REFERRED TO IN SECTION 6.11 HEREOF, REGARDLESS OF CAUSE
OR ORIGIN, INCLUDING NEGLIGENCE OF THE OTHER PARTY HERETO, ITS AGENTS, PARTNERS,
SHAREHOLDERS, OFFICERS, DIRECTORS, CUSTOMERS, INVITEES OR EMPLOYEES, AND
COVENANTS THAT NO INSURER SHALL HOLD ANY RIGHT OF SUBROGATION AGAINST SUCH OTHER
PARTY.  EACH OF LANDLORD AND TENANT SHALL ADVISE INSURERS OF THE
FOREGOING WAIVER AND SUCH WAIVER SHALL BE A PART OF EACH POLICY MAINTAINED BY
EACH OF THEM.
  6.15           PARKING.
  (a)           At
all times during the Term, Landlord agrees to furnish and Tenant agrees to pay
for and lease, permits to park up to one hundred sixty-five (165) vehicles on an
unassigned basis (the "Unassigned Permits")
in the Garage and fifteen (15) reserved spaces designated by Landlord from time
to time in the Garage ("Reserved
Permits").  No specific spaces in the Garage are to be assigned
to Tenant for the Unassigned Permits, but Landlord may designate the area in
which the vehicles with Unassigned Permits may be parked, which designations may
change from time to time.  Additionally, Landlord will designate a
specific
   43
  space in
the Garage for each Reserved Permit, if any, to be issued by Landlord to Tenant
as provided herein, which designated space may be changed by Landlord from time
to time.  Landlord will issue to Tenant the aforesaid number of
parking stickers and/or cards each of which will authorize parking in the Garage
of a vehicle on which the sticker is displayed, or Landlord will provide a
reasonable alternative means of identifying and controlling vehicles authorized
to be parked in the Garage.
  (b)           As
rental ("Parking
Rental") for the Unassigned Permits and the Reserved Permits
(collectively, the "Parking Permits"),
Tenant covenants and agrees to pay Landlord commencing on the Rent Commencement
Date and continuing thereafter throughout the Term, as additional rental
hereunder, the prevailing market rate (as may be determined by Landlord from
time to time in its sole discretion) for such Parking Permits in comparable
garages in metropolitan Houston, Texas, which rate is as of the Effective Date
deemed to be (1) during the Initial Term, (i) the sum of $15.00 per month (plus
any applicable sales tax) for each of the Unassigned Permits to be issued by
Landlord as herein provided, and (ii) the sum of $25.00 per month (plus any
applicable sales tax) for each of the Reserved Permits to be issued by Landlord
as herein provided, and (2) during the Renewal Term (if applicable), the amount
determined in accordance with Section 7.1 plus any applicable sales tax for each
of the Parking Permits to be issued by Landlord as herein provided, such sums to
be payable monthly in advance on the first day of each and every month during
the Term, and a pro rata portion of such sum shall be payable for any partial
calendar month in the event this Lease commences (or ends) on a date other than
the first (or last) day of a calendar month.  Tenant's obligation to
pay the Parking Rental shall be considered an obligation to pay Rent for all
purposes hereunder and shall be secured in like manner as is Tenant's obligation
to pay Rent.  Notwithstanding anything to the contrary provided
herein, the Parking Rental as to one hundred thirty-five (135) of the Unassigned
Permits only shall abate from the Rent Commencement Date through and until the
expiration of the Initial Term.
  (c)           If
the parking spaces covered by the Parking Permits are not available to Tenant
during any portion of the Term due to causes beyond the reasonable control of
Landlord (including without limitation, as the result of a casualty or
condemnation) this Lease shall continue without abatement of Rent and Landlord
shall use reasonable efforts to make available to Tenant sufficient substitute
unassigned parking spaces (in the amount of those spaces not available to
Tenant) within a one (1) mile radius of the Project, until the parking spaces
covered by the Parking Permits are made available to Tenant.  The
substitute parking spaces shall be provided to Tenant at a rental rate not to
exceed the rate Tenant would have paid had the parking spaces covered by the
Parking Permits been so available to Tenant in the Garage.  Landlord
shall use its reasonable efforts to ensure that the parking spaces covered by
the Parking Permits are available to Tenant throughout the Term.
  (d)           Landlord
or the operator of the Garage may make, modify and enforce reasonable rules and
regulations relating to the parking of vehicles in the Garage, and Tenant shall
abide by such rules and regulations and shall exercise reasonable efforts to
cause its employees and invitees to abide by such rules and
regulations.  Additionally, Landlord reserves the right to alter the
size of the Garage.
   44
  (e)           Should
additional space be added to the Leased Premises through the exercise of
Tenant's Right of Refusal pursuant to Section 7.2 hereof, Landlord agrees to
make available to Tenant throughout the remainder of the Term, and Tenant agrees
to take and lease, Unassigned Permits upon the same terms and conditions set
forth above, inclusive of Section 6.15(a); provided, however, Tenant shall only
be entitled to lease from Landlord, and Landlord shall only be required to lease
to Tenant, Unassigned Permits in the ratio of two and eight-tenths (2.8)
vehicles for each one thousand (1,000) square feet of Net Rentable Area
contained in the Refusal Space and the Parking Rental for such additional
Unassigned Permits shall be the then prevailing market rate (as may be
determined by Landlord from time to time in its sole discretion) for such
additional Unassigned Permits in comparable garages in metropolitan Houston,
Texas.
  (f)           Landlord
shall provide a validation stamp or other similar device by which Tenant may
provide to Tenant's visitors, invitees, and guests (but not employees or owners
of Tenant) up to one (1) hour of parking in the Garage at no cost to
Tenant.
  6.16        SEVERABILITY.   If
any term or provision of this Lease, or the application thereof to any person or
circumstance shall to any extent be invalid or unenforceable, the remainder of
this Lease, or the application of such provision to persons or circumstances
other than those as to which it is invalid or unenforceable, shall not be
affected thereby.  Each provision of this Lease shall be valid and
shall be enforceable to the extent permitted by law.
  6.17        NOTICES.  All
notices, demands, consents and approvals which may or are required to be given
by either party to the other hereunder shall be in writing and shall be given by
personal delivery, by an overnight courier, or by deposit in the United States
mail, certified, postage prepaid and addressed to the party to be notified at
the address for such party specified below, or to such other place as the party
to be notified may from time to time designate by at least fifteen (15) days'
notice to the notifying party.  Notice deposited in the mail in the
manner hereinabove described shall be deemed to have been fully given and
received (unless otherwise stated in the Lease) on the third (3rd) day after it
is so deposited whether or not actually received.  Notice given in any
other manner shall be deemed given and received only if and when received by the
party to be notified.
  If
      to Landlord:
                  
                  Peak
      Phoenix Tower, L.P.
                    9595
      Wilshire Boulevard, Suite 710
                    Beverly
      Hills, California  90212
                    Attn:  Managing
      DirectorWith
      a copy to:
                  Hines
      Interests Limited Partnership
                    3200
      Southwest Freeway, Suite 100
                    Houston,
      Texas  77027
                    Attn:  Property
      Manager
 
   45
  
  If
      to Tenant prior to the Rent Commencement Date:
                  
                  Permian
      Mud Service, Inc.P.O.
      Box 27727Houston,
      Texas  77227-7727Attn:
                  Christopher
      B. JohnsonIf
      to Tenant on or after the Rent Commencement Date:
                  Permian
      Mud Service, Inc.3200
      Southwest Freeway, Suite 2700Houston,
      Texas  77027Attn:
                  Christopher
      B. Johnson
  Additionally,
each of Landlord and Tenant may designate up to three (3) additional addresses
to which copies of all notices shall be sent.  Furthermore, Tenant
agrees to send copies of all notices required or permitted to be given to
Landlord under this Section 6.17 to each lessor under any ground or land lease
covering all or any portion of the Project and to each holder of a mortgage or
deed of trust encumbering all or any portion of the Project that notifies Tenant
in writing of its interest and the address to which notices are to be
sent.  Tenant hereby appoints as an agent to receive the service of
all dispossessory or distraint proceedings and notices thereunder the person in
charge of or occupying the Leased Premises at the time, and, if no person shall
be in charge of or occupying the same, then such service may be made by
attaching the same on the main entrance of the Leased Premises.
  6.18           SUCCESSORS.  This
Lease shall be binding upon and inure to the benefit of Landlord, its successors
and assigns, and shall be binding upon and inure to the benefit of Tenant, its
successors and, to the extent assignment may be approved by Landlord hereunder,
Tenant's assigns.
  6.19           ENTIRETY.  This
instrument and any attached addenda or exhibits signed by the parties hereto
constitute the entire agreement between Landlord and Tenant.  No prior
or contemporaneous promises, inducements, representations or agreements, oral or
otherwise, between the parties hereto not embodied herein shall be binding or
have any force or effect.  Tenant will make no claim on account of any
representations whatsoever, whether made by any renting agent, broker, officer
or other representative of Landlord or which may be contained in any circular,
prospectus or advertisement relating to the Leased Premises or the Project, or
otherwise, unless the same is specifically set forth in this Lease.
  6.20           FINANCIAL
STATEMENTS.  If
Landlord intends to sell all or any portion of the Building or the Project (or
any interest therein), or obtain a loan secured by the Building or the Project
(or any interest therein), then Tenant shall, within fifteen (15) days of
Landlord's written request, furnish Landlord with financial statements, dated no
earlier than one (1) year before such request, certified as accurate by Tenant,
or, if available, audited financial statements prepared by an independent
certified public accountant with copies of the auditor's statement, reflecting
Tenant's then current financial condition, or the financial condition of the
individuals comprising Tenant, in such form and detail as Landlord may
reasonably request.
  6.21           AMENDMENTS.  This
Lease may not be altered, changed or amended, except by an instrument in
writing, signed by both parties hereto.
   46
  6.22           MISCELLANEOUS.
  (a)           This
Lease is declared to be a Texas contract, and all of the terms hereof shall be
construed according to the laws of the State of Texas.
  (b)           If
Tenant is a corporation, partnership or other entity, Tenant warrants that all
consents or approvals required of third parties (including but not limited to
its Board of Directors or partners, to the extent applicable) for the execution,
delivery and performance of this Lease have been obtained and that Tenant has
the right and authority to enter into and perform its covenants contained in
this Lease.  Likewise, if Landlord is a corporation, partnership or
other entity, Landlord warrants that all consents or approvals required of third
parties (including but not limited to its Board of Directors or partners) for
the execution, delivery and performance of this Lease have been obtained and
that Landlord has the right and authority to enter into and perform its
covenants contained in this Lease.
  (c)           Wherever
in this Lease there is imposed upon Landlord the obligation to use best or
reasonable efforts or due diligence, Landlord shall be required to do so only to
the extent the same is economically feasible and otherwise will not impose upon
Landlord extreme financial or other burdens.
  (d)           Time
is of the essence in this Lease.
  (e)           The
terms and provisions of Exhibits A through
H, inclusive,
attached hereto are hereby made a part hereof for all purposes.
  (f)           Landlord
and Tenant hereby waive trial by jury in any action, proceeding or counterclaim
brought by Landlord or Tenant against the other or any matter whatsoever arising
out of or in any way connected with this Lease, the relationship of Landlord to
Tenant, the use or occupancy of the Leased Premises by Tenant or any person
claiming through or under Tenant, any claim of injury or damage, and any
emergency or other statutory remedy; provided, however, the foregoing waiver
shall not apply to any action for personal injury or property
damage.  If Landlord commences any summary or other proceeding for
nonpayment of Rent or the recovery of possession of the Leased Premises, Tenant
shall not interpose any counterclaim of whatever nature or description in any
such proceeding, unless the failure to raise the same would constitute a waiver
thereof.
  (g)           If
any right granted in this Lease or other provisions of this Lease is subject to
the rule against perpetuities and the same shall not occur or shall not have
vested on the date that is twenty-one (21) years after the death of the last to
die of all now living descendants of Gerald R. Ford, James E. Carter, Jr.,
Ronald W. Reagan, George H. W. Bush and William J. Clinton, all of whom are
former Presidents of the United States of America, then such right or provisions
shall terminate as of such date.
  (h)           Except
to the extent expressly provided to the contrary in this Lease, all references
to days in this Lease shall refer to calendar days.  All references to
"Business Days"
in this Lease shall refer to days (other than Saturdays and Sundays) that
national banks are open for business in Houston, Texas.
   47
  (i)           Tenant
agrees not to record this Lease.  Additionally, Tenant shall use
reasonable efforts to not disclose the terms of this Lease to any third party
except consultants, accountants, insurance agents and legal counsel of Tenant,
any assignee of Tenant's interest in this Lease or sublessee of Tenant, as
required by Legal Requirements, or for financial reporting
purposes.
  (j)           This
Lease may be executed in multiple counterparts, each of which shall constitute
an original instrument, but all of which shall constitute one and the same
agreement.
  (k)           This
Lease shall not be deemed or construed to create or establish any relationship
(other than that of landlord and tenant) or partnership or joint venture or
similar relationship or agreement between Landlord and Tenant
hereunder.
  (l)           Submission
of this instrument for examination or signature by Tenant does not constitute a
reservation of or an option for lease, and it is not effective as a lease or
otherwise until execution and delivery by both Landlord and Tenant.
  (m)           The
voluntary or other surrender or termination of this Lease by Tenant and/or
Landlord shall not work a merger, but, at Landlord's sole option, shall either
terminate all existing subleases or subtenancies or shall operate as an
assignment to Landlord of all such subleases or subtenancies.
  (n)           Waiver of Rights Under
Section 93.012 of the Texas Property Code.  Landlord and Tenant
are knowledgeable and experienced in commercial transactions and hereby agree
that the provisions of this Lease for determining charges, amounts and
additional rent payable by Tenant (including, without limitation, payments under
Section 3.2 of this Lease) are commercially reasonable and valid even though
such methods may not state a precise mathematical formula for determining such
charges.  ACCORDINGLY, TENANT VOLUNTARILY AND KNOWINGLY WAIVES ALL
RIGHTS AND BENEFITS OF TENANT UNDER SECTION 93.012, ENTITLED "ASSESSMENT OF
CHARGES", OF THE TEXAS PROPERTY CODE, AS ENACTED BY HOUSE BILL 2186, 77TH
LEGISLATURE, AS SUCH SECTION NOW EXISTS OR AS MAY BE HEREAFTER AMENDED OR
SUCCEEDED.
  6.23           EXCLUSIVE
USE.
  (a)           All
space in the Building, including without limitation the Leased Premises, is
subject to the use restriction contained in Paragraph 10 of Rider No. 1 to that
certain Lease Agreement covering certain space in the Building (as is more
particularly described in such Lease Agreement) by and between Landlord, as
landlord, and Morgan Stanley DW Inc. f/k/a Dean Witter Reynolds, Inc., as
tenant, a copy of which use restriction is attached hereto as Exhibit
F.  Under said restriction, Tenant may not, and Tenant hereby
represents, covenants and warrants that it shall not, use any portion of the
Leased Premises for the retail or discount sale of stocks or bonds unless such
use shall constitute, generate and/or account for less than fifteen percent
(15%) of the revenue generated by the business activities conducted in the
Leased Premises.
   48
  (b)           Tenant
hereby (i) acknowledges the existence, content and nature of said use
restriction (including, without limitation, that it accepts the Leased Premises
subject thereto), and (ii) represents, covenants and warrants that it shall not
solicit or cause to be solicited (for purposes of employment) any employee or
agent of Morgan Stanley DW Inc. f/k/a Dean Witter Reynolds, Inc. for employment
in the Leased Premises as a stock broker; and Tenant hereby further agrees to
indemnify and hold harmless Landlord, its partners, directors, officers,
representatives, agents, servants and employees from any and all claims or
liabilities whatsoever, however asserted or arising, related in anyway to (x)
said use restriction or any violation (whether alleged or actual) thereof by (or
caused by) Tenant, or (y) the prohibition on solicitation set forth in
subparagraph (ii) immediately above.
  6.24           BROKERS.   Except
for the commission payable to Transwestern Commercial Services ("Broker"), which
commission is payable by Landlord pursuant to a separate agreement by and
between Landlord and Broker,  Tenant hereby warrants and represents
that it has not dealt with any brokers or intermediaries entitled to any
compensation in connection with this Lease or Tenant's occupancy of space in the
Leased Premises.  Each party hereby agrees to hold the other party,
its partners and representatives harmless from any and all claims, liabilities,
costs and expenses (including reasonable attorneys' fees) arising from any claim
for any commissions or other fees by any broker or agent acting or purporting to
have acted on behalf of such party.
  6.25           VACATING
THE LEASED PREMISES.   If no portion of the Leased Premises is
occupied by Tenant or its permitted assignee or sublessee for longer than one
hundred eighty (180) consecutive days, even though Tenant continues to pay the
stipulated Rent under this Lease with respect thereto, and Tenant or its
permitted assignee or subtenant fails to re-occupy the same within sixty (60)
days after notice from Landlord, then from and after the expiration of said
sixty (60) day notice period, Landlord may terminate this Lease as to the Leased
Premises, without declaring Tenant in default under this Lease, by delivering
written notice to Tenant and Landlord and Tenant shall have no further
obligations under this Lease.  Space which is vacated on account of
condemnation, fire or other casualty or bona fide remodeling shall not be deemed
unoccupied for purposes of this Section 6.26.  In no event shall
anything contained herein be deemed a waiver by Landlord of its rights under
Section 6.8 of this Lease upon the occurrence of an Event of
Default.
  VII.
  7.1           RENEWAL
OPTIONS.
  (a)           So
long as an Event of Default is not then continuing and subject to the provisions
of this Section 7.1, Tenant is hereby granted two (2) successive options (the
first such option, the "First Renewal Option"
and the second such option, the "Second Renewal
Option," each individually, a "Renewal Option," and
such options collectively, the "Renewal Options") to
renew the Initial Term as to all (but not part) of the Leased Premises
(including, except as provided in Section 7.2, any space added to the Leased
Premises pursuant to Section 7.2) for a period of five (5) years each (each
individually, a "Renewal Term" and
collectively, the "Renewal Terms"), but
in no event to exceed a maximum period in the aggregate of ten (10) additional
years.  The first Renewal Term (the "First Renewal Term")
shall commence at the
   49
  expiration
of the Initial Term and the second Renewal Term (the "Second Renewal Term")
shall commence at the expiration of the First Renewal Term.  Tenant
must furnish Landlord with written notice of its intent to exercise the Renewal
Option no later than eleven (11) months prior to the expiration of the Initial
Term or the First Renewal Term, as applicable (the "Intent
Notice").  If Tenant timely delivers the Intent Notice to
Landlord, Landlord shall no later than ten (10) months prior to the expiration
of the Initial Term or the First Renewal Term, as applicable, deliver to Tenant
written notice of the Market Base Rental Rate (defined below) as of the
commencement of the applicable Renewal Term and the Parking Rental for the
Parking Permits (if applicable pursuant to subsection (b)(iii)
below).  If Tenant timely furnished the Intent Notice to Landlord as
provided above, Tenant may exercise the applicable Renewal Option by delivering
written notice of such election (the "Election Notice") to
Landlord no later than thirty (30) days after receipt of Landlord's notice of
the Market Base Rental Rate.  If Tenant timely delivers the Intent
Notice and the Election Notice to Landlord, but at any time prior to the
commencement of the applicable Renewal Term an Event of Default has occurred,
Landlord, at its sole option during the continuance of such Event of Default,
may terminate Tenant's election to exercise such Renewal Option and such Renewal
Option and the subsequent Renewal Option (if any) shall expire and thereafter
shall not be exercisable by Tenant and Tenant shall have waived forever its
right to renew and extend the Term.  If Tenant fails to timely
exercise the applicable Renewal Option by failing to timely deliver the Intent
Notice or the Election Notice as provided above, the applicable Renewal Option
and the subsequent Renewal Option (if any) shall terminate automatically, and
Tenant shall have waived forever its right to renew and extend the
Term.
  (b)           The
renewal of this Lease pursuant to the exercise of the Renewal Option shall be
upon the same terms and conditions of this Lease (including, without limitation,
Tenant's obligation to pay the Base Rental Adjustment), except:
  (i)           the
Base Rental Rate for the Leased Premises during the applicable Renewal Term
shall be the sum of (A) ninety-five percent (95%) of the Market Base Rental Rate
for such Renewal Term as of the commencement of the Renewal Term, plus (B) the
Basic Cost Component for such Renewal Term (as adjusted by clause (ii) below);
however, in no event shall the Base Rental Rate during such Renewal Term be less
than the Base Rental Rate (as adjusted pursuant to Section 3.2(b)(i) of this
Lease) Tenant is obligated to pay under this Lease immediately prior to the
commencement of such Renewal Term.  The Base Rental Rate during such
Renewal Term shall be subject to increase as provided in Section 3.2(b) of this
Lease and Tenant shall be obligated to pay the Base Rental Adjustment pursuant
to Section 3.2(b) of this Lease (taking into account the adjusted Basic Cost
Component pursuant to clause (ii) below);
  (ii)           the
Basic Cost Component (as defined in Section 3.2(b)(i) of this Lease) shall be
amended for the applicable Renewal Term to equal the Expense Stop (defined
below).  As used in this clause (ii), "Expense Stop" shall
mean Landlord's determination of the Basic Costs (on a per square foot of Net
Rentable Area basis) for the calendar year in which such Renewal Term
commences;
  (iii)           at
the time of the Tenant's exercise of a Renewal Option, if Landlord is charging
any tenants then entering into leases for office space in the
Building
   50
  for
parking spaces in the Garage, Tenant shall pay Landlord, as Parking Rental, a
monthly amount equal to the rates charged by Landlord or the operator of the
Garage for parking in such location (taking into account whether such parking
spaces are for regular or executive parking spaces) for monthly contract parking
in the Garage multiplied by the number of Parking Permits leased by Tenant
pursuant to this Lease, which Parking Rental shall be payable as provided in
Section 6.15(b) of this Lease;
  (iv)           Tenant
shall have no option to renew this Lease beyond the First Renewal Term if Tenant
fails to exercise the Second Renewal Option as provided above, or, in any event,
beyond the Second Renewal Term; and
  (v)           the
leasehold improvements will be provided in their then-existing condition (on an
"as is" basis) at the time the applicable Renewal Term commences and Tenant
shall not be entitled to any construction, buildout or other allowances with
respect to the Leased Premises during such Renewal Term.
  (c)           As
used in this Lease, "Market Base Rental
Rate" shall mean Landlord's determination of the market annual net rental
rate (exclusive of expense pass through additions, whether characterized as such
or not, and exclusive of any portion of "base rentals" attributable to expenses
or to an "expense stop") per square foot of Net Rentable Area for the applicable
space and for the time period as to which such rate is being determined, that a
willing tenant would pay and a willing landlord would accept, in arm's length
bona fide negotiations (taking into consideration all relevant factors
including, without limitation, the following factors: rent being charged in
other first-class office buildings located in Houston, Texas, for leases then
being entered into for comparable space to the Leased Premises in the comparable
elevator bank for which the Market Base Rental Rate is being determined;
location, quality, amenities, age and reputation of the buildings in which the
space being compared is located; use and size of the space under comparison;
location and/or floor level of the subject space and any comparison space within
their respective buildings, including view, elevator lobby exposure, etc.;
definition of "net rentable area" applicable to the spaces; distinction (if any)
between "gross" and "net" rental rates and type, base year or dollar amount for
escalation purposes (both operating costs and real estate taxes) if the
comparison is on a "gross" lease basis; any other adjustments (including through
use of an index) to base rental; extent of services provided or to be provided;
extent and condition of leasehold improvements in the subject space and in any
comparison space; cost to tenant of relocating from the subject space to any
alternative space or savings from not moving to alternative space; abatements
pertaining to the subject space and to any comparison space (including with
respect to base rental, operating expenses and/or real estate taxes); inclusion
of parking charges in rental, if applicable; lease takeovers/assumptions by the
landlord of the comparison space, if applicable; moving allowances granted, if
any; relocation allowances granted, if any; club memberships granted, if any;
construction, refurbishment and repainting allowances granted, if any; any other
concessions or inducements; term or length of lease of subject space and of any
comparison space; overall creditworthiness of Tenant and lessees in comparable
space; the time the particular rental rate under consideration was agreed upon
and became or is to become effective; and payment of a leasing commission, fees,
bonuses or other compensation whether to Tenant's representatives or to
Landlord, or to any person or entity affiliated with Tenant or Landlord, or
otherwise).  Landlord and Tenant agree that bona fide written offers
to lease comparable space located in the Building from third parties may be used
as a factor in determining the Market Base Rental Rate.
   51
  (d)           Tenant
may not assign the Renewal Option and no sublessee or assignee of Tenant may
exercise the Renewal Option except as expressly provided for under Section
5.4(d) of this Lease.
  7.2           RIGHT OF
REFUSAL.
  (a)           Landlord
hereby grants to Tenant an ongoing right of refusal (the "Right of Refusal")
during the Term to include under this Lease all or any portion of the space
which consists of the entirety of Floor 25 of the Building, approximately 10,363
square feet of Net Rentable Area on Floor 29 of the Building and approximately
16,451 square feet of Net Rentable Area on Floor 30 of the Building, as
identified on Exhibit G
attached hereto, not already a part of the Leased Premises at the time of such
election (the "Expansion Space"),
subject to and upon the terms and conditions set forth in this Section
7.2.  Notwithstanding anything to the contrary contained in this
Lease, the Right of Refusal shall not apply to, and Landlord shall not be
obligated to comply with this Section 7.2 with respect to, any Expansion Space
for which the Refusal Space Rental Commencement Date (defined below) would occur
later than nine (9) months prior to the expiration of the Term.
  (b)           Notwithstanding
anything to the contrary contained herein, Tenant's Right of Refusal is and
shall be subject and subordinate to any renewal rights, expansion rights, rights
of refusal, rights of offer or similar rights or options (i) now held by any
tenant occupying space in the Building, or (ii) hereafter granted to any tenant
occupying any space in the Building under a lease (and any extensions or
renewals thereof or substitutions therefor) with respect to which (x) Tenant had
the right (as Tenant received the Refusal Notice [defined below] with respect
thereto from Landlord) but did not timely exercise its Right of Refusal, or (y)
Tenant would have had the right to exercise the Right of Refusal except for the
existence of an Event of Default (the "Superior
Rights").
  (c)           Subject
to the provisions of subsections (a) and (b) above, if at any time during the
Term (i) (A) Landlord has received a bona fide offer from another prospective
new tenant desirous of leasing all or any portion of the Expansion Space which
Landlord is willing and intends to accept, or (B) Landlord makes a bona fide
proposal to another prospective new tenant for the lease of all or a portion of
the Expansion Space (the applicable offer hereinafter the "Offer"), and this
Lease is then in full force and effect and an Event of Default is not then in
existence under this Lease, then Landlord shall offer to Tenant in writing (the
"Refusal
Notice") the right to include all (and not a portion) of that portion of
the Expansion Space subject to the applicable Offer (such portion of the
Expansion Space subject to the applicable Offer, hereinafter the "Refusal Space") as a
part of the Leased Premises under this Lease upon all of the terms and
conditions of this Lease except as otherwise set forth below.  The
Refusal Notice shall identify the Refusal Space, the term the Refusal Space is
available for lease by Tenant, the date upon which the Refusal Space is expected
to be delivered, the Market Base Rental Rate for such Refusal Space as of the
date the Refusal Space is scheduled to be delivered to Tenant and whether
parking rental is payable with respect to any parking permits contained in such
Offer.  Tenant shall exercise its Right of Refusal (the "Election"), if at
all, provided an Event of Default is not then in existence, by delivering
written notice to Landlord within ten (10) days after the date the Refusal
Notice is received by Tenant (the "Refusal Election
Period").
   52
  At any
time during the Refusal Election Period and prior to Landlord's receipt of the
Election, Landlord may have discussions with other prospective tenants with
respect to the Refusal Space.  The Right of Refusal with respect to
each portion of the Expansion Space is a continuing right; however, if Tenant
does not exercise such Right of Refusal prior to the expiration of the Refusal
Election Period, or fails to deliver written notice of the Election as provided
above, Tenant shall be deemed to have not exercised the Right of Refusal as to
the applicable Refusal Space and Landlord may thereafter lease all of the
applicable Refusal Space to any tenant without regard to Tenant's rights under
this Section 7.2.  Notwithstanding the foregoing, if Tenant does not
exercise, or is deemed not to have exercised, the Right of Refusal prior to the
expiration of the Refusal Election Period and subsequently Landlord does not
lease the applicable Refusal Space within six (6) months after the expiration of
such Refusal Election Period, Landlord shall again comply with this Section 7.2
prior to entering into a lease for the Refusal Space with another
tenant.  Notwithstanding the foregoing, the provisions of the Right of
Refusal shall continue to be in effect as to the portion, if any, of the then
existing Expansion Space not covered by the Offer (subject to the other
provisions hereof).  If such Refusal Space is leased to a tenant and,
thereafter during the Term, such tenant does not renew or extend its lease or
enter into a new lease and such space is again available and subject to an
Offer, Tenant's Right of Refusal shall be applicable thereto subject to the
provisions of subsections (a) and (b) and this subsection (c).  If
Tenant timely gives notice of its Election but at any time at or after such
Election and prior to the addition of such space to the Leased Premises, an
Event of Default has occurred, Landlord, at its sole option during the
continuance of such Event of Default, may terminate Tenant's Election and the
Right of Refusal with respect to the Refusal Space shall expire and thereafter
the Right of Refusal shall not be exercisable by Tenant as to such Refusal
Space, and Landlord shall be free to lease such Refusal Space or any portion
thereof without restriction pursuant to this Section 7.2.
  (d)           The
Refusal Space leased by Tenant pursuant to this Section 7.2 shall be leased on
and subject to the following terms and conditions:
  (i)           The
Base Rental Rate for such Refusal Space shall be the sum of (A) the Market Base
Rental Rate contained in the Refusal Notice, plus (B) the Basic Cost Component
determined in accordance with the following paragraph, provided that during a
Renewal Term (if Tenant exercises the Renewal Option in accordance with Section
7.1), occurring after the date the Refusal Space is added to the Leased
Premises, that the Base Rental Rate during the Renewal Term shall be determined
in accordance with Section 7.1.  Tenant shall be obligated to pay the
Base Rental Adjustment as to the Refusal Space leased by Tenant in accordance
with Section 3.2(b) of this Lease (taking into account the adjusted Basic Cost
Component as to the Refusal Space as provided below) and, without limiting the
foregoing, the Base Rental Rate shall be subject to increase thereafter during
the Term as provided in Section 3.2(b) of this Lease (as modified
below).
   53
  The Basic
Cost Component (as defined in Section 3.2(b)(i) of this Lease) shall be amended
for the Initial Term as to the applicable Refusal Space only to equal the
Refusal Expense Stop (defined below) for such Refusal Space.  As used
in this clause (i), "Refusal Expense Stop"
as to any Refusal Space shall mean Landlord's determination of the Basic Costs
(on a per square foot of Net Rentable Area basis) for the calendar year in which
the Refusal Space Rental Commencement Date occurs as to such Refusal
Space.
  (ii)           Any
space for which Tenant elects to exercise its Right of Refusal under this
Section 7.2 shall become part of the Leased Premises (but not the Initial Leased
Premises) and, except to the extent expressly provided to the contrary in this
Section 7.2 (including, without limitation, this subsection (d)), shall be
subject to the terms of this Lease applicable thereto, without modification, and
the term of this Lease shall commence for such Refusal Space upon the earlier to
occur of (x) the first date of use or occupancy of all or any portion of the
Refusal Space by Tenant for the purpose of conducting its business, or (y) sixty
(60) days after the date such space is delivered to Tenant in an "as is" broom
clean condition (the "Refusal Space Rental
Commencement Date").  Landlord shall not be obligated to make
any improvements to the Refusal Space and Tenant shall not be entitled to any
construction, buildout or other allowance with respect thereto.
  (iii)           The
term of this Lease shall expire for the Refusal Space upon the expiration of the
Term for the Initial Leased Premises, unless as the result of Superior Rights
such space is not available to be leased to Tenant through the expiration of the
Term for the Initial Leased Premises (in which event such shorter term specified
in the Refusal Notice shall apply to the Refusal Space).  In no event
shall this Lease continue in force and effect as to the Refusal Space beyond the
termination of this Lease as to the Initial Leased Premises.
  (e)           Upon
the exercise of any Right of Refusal pursuant to the terms hereof, Tenant and
Landlord shall execute an amendment to this Lease in a form mutually agreed to
by Landlord and Tenant, each acting reasonably, which amendment shall delineate
and describe the portions of the space added to this Lease thereby and otherwise
appropriately memorialize the Election.
  (f)           Notwithstanding
anything to the contrary contained in this Lease, Tenant may not assign a Right
of Refusal and no sublessee or assignee of Tenant may exercise a Right of
Refusal, in either event except as provided for under Section 5.4(d) of this
Lease.
  (g)           Landlord
shall not be liable for failure to give possession of any Refusal Space by
reason of any holding over or retention of possession by any previous tenants or
occupants of same, nor shall such failure impair the validity of this
Lease.  However, Landlord does agree to use reasonable diligence to
deliver possession of the applicable Refusal Space in accordance with the
provisions of this Section 7.2.
   54
  In
Witness Whereof, the parties hereto have executed this Lease as of the Effective
Date.
  LANDLORD:
  PEAK
PHOENIX TOWER, L.P.,
 a Texas
limited partnership
  By:           Peak
Holdings, Inc.,
 a Texas corporation,
 its general partner
 
  By: /s/ D. Gregory
Scott
 Name:
D. Gregory
Scott
 Title:
President
 
  TENANT:
  PERMIAN
MUD SERVICE, INC.,
 a Texas
corporation
  
 By: /s/ Steven J.
Lindley
 Name:
Steven J.
Lindley
 Title:
President
  55
   EXHIBIT
A
  DESCRIPTION OF
LAND
  (PHOENIX
TOWER)
  Description
of a 2.1840 acre tract of land (95,134 square feet) being out of Lot Eight (8)
of the J.B. Sydnor Addition and a portion of a called 30,416 square foot tract
as recorded in Volume 6327, Page 144 of the Harris County Deed Records and a
portion of a called 66,983 square foot tract as recorded in Volume 6327, Page
156 of the Harris County Deed Records, situated in the A.C. Reynolds Survey,
Abstract No. 61, in the City of Houston, Harris County, Texas, said 2.1840 acre
tract of land being more particularly described by metes and bounds as follows
with bearings being referenced to the Texas State Plane Coordinate System, South
Central Zone:
  BEGINNING
at a 60 penny nail found in the Northerly right-of-way line of U.S. Highway 59
(Southwest Freeway, 360 feet wide) and at the Southeast corner of a called
32,745 square foot tract as recorded in Volume 8315, Page 142 of the Harris
County Deed Records, said point also being the Southwest corner of said 66,983
square foot tract and the herein described tract;
  THENCE N
12 deg. 18 min. 43 sec. W, along the East line of said 32,745 square foot tract
and the West line of said 66,983 square foot tract, a distance of 370.00 feet to
an "X" cut in concrete found in the South line of the Partial Replat of Greenway
Plaza, Section One (1) as recorded in Volume 180, Page 1 of the Harris County
Map Records, said point being the Northwest corner of the herein described
tract;
  THENCE N
77 deg. 41 min. 17 sec. E, along the South line of said Partial Replat of
Greenway Plaza, Section One (1), a distance of 256.35 feet to an "X" cut in
concrete found in the arc of a curve to the right, said point being in the
Westerly right-of-way line of Buffalo Speedway (107 feet wide), and being the
Northeast corner of the herein described tract;
  THENCE
Southeasterly along the Westerly right-of-way line of said Buffalo Speedway and
the arc of said curve to the right having a radius of 5,672.65 feet, a central
angle of 03 deg. 18 min. 11 sec., a chord bearing S 12 deg. 55 min. 12 sec. E,
326.99 feet, a total arc distance of 327.04 feet to an "X" cut in concrete found
marking the Northeast cut back corner for the intersection of the Westerly
right-of-way line of said Buffalo Speedway and the Northerly right-of-way line
of said U.S. Highway 59;
  THENCE S
33 deg. 17 min. 52 sec. W, along the cut back line, a distance of 61.50 feet to
a 5/8 inch iron rod found in the Northerly right-of-way line of said U.S.
Highway 59 and marking the Southwest cut back corner of said
intersection;
  THENCE S
77 deg. 41 min. 10 sec. W, along the Northerly right-of-way line of said U.S.
Highway 59, a distance of 215.87 feet to the POINT OF BEGINNING and containing
2.1840 acres of land.
   A-1
  EXHIBIT
B
 FLOOR PLAN OF LEASED
PREMISES
   B-1
  
  B-2
  
  B-3
  EXHIBIT
C-1
  TENANT IMPROVEMENTS WORK
SCHEDULE
  1.           Plan Preparation
Schedule.
  (a)           For
purposes of this Exhibit C-1 the terms
identified below shall have the following meanings:
  "Initial Leased
Premises" shall mean the Leased Premises as of the Effective Date (and
therefore does not include any space added to the Leased Premises after the
Effective Date).
  "Building Standard"
shall mean such materials and improvements as are currently being used by
Landlord in the base Building and the Building Standard Improvements, or
materials of comparable quality as may be substituted therefor by
Landlord.  The Tenant Improvements must include the Building Standard
Improvements (at Tenant's cost, subject to the provisions of Paragraph 2(a)
below) and other materials reasonably approved by Landlord.
  "Tenant Architect"
shall mean O'Neill Hill and Associates, which Tenant Architect is hereby
approved by Landlord and shall be employed by Tenant (at Tenant's cost) for the
preparation of the Tenant Working Drawings (excluding the Tenant Engineering
Drawings).
  "Tenant Working
Drawings" shall refer to complete sets of plans and specifications (at
least three sets of prints and one set of reproducible copies) prepared by
Tenant Architect (subject to the provisions of Paragraph 1(b) below as to the
Tenant Engineering Drawings if applicable) and approved by Landlord in the form
of working drawings identifying the Tenant Improvements for the Initial Leased
Premises, including complete sets of detailed architectural, structural,
mechanical, electrical and plumbing working drawings for any and all
improvements desired by Tenant in the Initial Leased Premises (including the
Tenant Engineering Drawings).  The Tenant Working Drawings shall
include such written instructions or specifications as may be necessary or
required to, and otherwise be in form and substance sufficient to, obtain a bid
and secure a building permit from the City of Houston for said improvements to
commence in due course.  Landlord shall not be obligated to, and does
not, make any warranties to Tenant with respect to the Tenant Improvements, nor
shall Landlord be responsible for any of the warranties from the contractors to
Tenant.  The Tenant Working Drawings shall be consistent with the
Project.  The Tenant Working Drawings shall be complete and shall show
the full detailed scope of all work to be performed in the Initial Leased
Premises, all of which work must be in compliance with Legal
Requirements.
  "Tenant Engineering
Drawings" shall mean complete sets of fully coordinated Tenant Working
Drawings for the structural, mechanical, electrical and plumbing aspects of the
Tenant Improvements.
   C-1-1
  "Bidding Contractors"
shall mean at least two (2) contractor selected by Tenant (subject to Landlord's
approval) and two (2) contractors selected by Landlord to be included in the bid
process for the Tenant Improvements.
  "Tenant Improvements"
shall mean all leasehold improvements initially desired by Tenant to be placed
in the Initial Leased Premises pursuant to the Construction Contract (defined
below).
  "Tenant Contractor"
shall mean the Bidding Contractor selected by Tenant as the general contractor
for the construction of the Tenant Improvements.
  (b)           Tenant
shall cause the Tenant Working Drawings to be prepared by Tenant Architect;
provided, however, the Tenant Engineering Drawings (if necessary) shall be
prepared by engineers selected by Landlord.  Tenant Architect shall be
responsible for the complete coordination of all architectural and engineering
documents, including without limitation, the Tenant Working
Drawings.  The cost of preparing the Tenant Working Drawings,
including the Tenant Engineering Drawings (if applicable), and any changes or
revisions thereto, shall be paid by Tenant.  The Tenant Improvements
to be installed in the Initial Leased Premises must comply with applicable laws,
which shall be Tenant's responsibility.
  Upon
completion of the Tenant Working Drawings (including the Tenant Engineering
Drawings) and all subsequent revisions thereto, Tenant shall deliver the Tenant
Working Drawings or revisions, as applicable, to Landlord for its review and
approval.  Tenant must deliver the Tenant Working Drawings to Landlord
no later than May 15, 2005.Landlord agrees to
review the Tenant Working Drawings (and all subsequent revisions thereto) and to
respond to Tenant within five (5) Business Days of receipt of the Tenant Working
Drawings (or any revisions thereto) from Tenant, which response shall contain
Landlord's approval or sufficient detail to explain Landlord's objections (if
any) to such Tenant Working Drawings.  If Landlord fails to respond to
Tenant within such five (5) Business Day period, such Tenant Working Drawings
shall be deemed approved by Landlord.
  (c)           Upon
completion of the Tenant Working Drawings, Tenant will submit the completed
Tenant Working Drawings (the "Bid Documents") for
pricing to the Bidding Contractors subject to Landlord's approval rights as
provided above.  Upon receipt of the bids from the Bidding
Contractors, Tenant shall resolve changes to the Bid Documents necessary to
obtain a building permit, achieve cost savings or otherwise coordinate with the
Bidding Contractor selected by Tenant as the Tenant Contractor (and all such
changes shall be subject to Landlord's review and approval, which shall not be
unreasonably withheld).  Tenant shall cause the revised Bid Documents
(the "Revised Bid
Documents") to be completed and delivered stamped or labeled as "Issued
For Construction."
  (d)           Tenant
shall be responsible for the actions and omissions of its consultants,
employees, architects, engineers, agents, subcontractors and contractors
(including without limitation, the Tenant Architect and Tenant Contractor),
including without limitation, the costs of any repairs to the Tenant
Improvements work or the Project which become necessary due to their activities
within the Initial Leased Premises or the Project.
   C-1-2
  2.           Tenant Improvements
Construction.
  (a)           Upon
delivery of the Initial Leased Premises, Tenant shall administer the
construction of the Tenant Improvements in accordance with the Revised Bid
Documents and the construction of the Tenant Improvements shall be carried out
by the Tenant Contractor.  Tenant shall enter into a construction
contract with the Tenant Contractor (the "Construction
Contract") and shall be obligated for all payments due to the Tenant
Contractor under the Construction Contract.  Notwithstanding anything
to the contrary contained herein, in no event shall Landlord be obligated under
this Exhibit
C-1 for any sums due in connection with the Construction Contract or the
installation of the Tenant Improvements (except as provided in Paragraph 6
below).
  (b)           After
Landlord approves the Tenant Working Drawings, Tenant may make changes in the
Tenant Improvements only if Tenant signs a change request for the change and
agrees to pay all costs resulting from such change, and then only if Landlord
approves the change by signing the change request within two (2) Business Days
following receipt thereof by Landlord (which approval shall not be unreasonably
withheld or delayed).  As used in this Exhibit C-1, the
terms "Tenant Working
Drawings," "Bid
Documents" and "Revised Bid
Documents" include all changes thereto made pursuant to this subparagraph
(b).  If Landlord fails to inform Tenant that Landlord will not be
signing any change request within such two (2) Business Day period following
Landlord's receipt thereof, such change request (and the corresponding change)
shall be deemed approved by Landlord.
  (c)           Within
five (5) days of Landlord's request, Tenant shall furnish Landlord with a
written list of Tenant's authorized construction representatives for the Tenant
Improvements.  Only the authorized construction representatives on
that list are authorized to (i) approve or change the Tenant Working Drawings
(including the Tenant Engineering Drawings) or the Revised Bid Documents, (ii)
sign any change order, receipt or other document on behalf of Tenant related to
the Tenant Improvements, or (iii) take any other action with respect to the
construction of the Tenant Improvements permitted to be taken by Tenant
hereunder.  Tenant, from time to time, may change or add to the list
of authorized construction representatives by giving Landlord written notice of
the addition or change.
  (d)           LANDLORD
SHALL MAKE NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE TENANT
IMPROVEMENTS WORK.  ALL IMPLIED WARRANTIES WITH RESPECT
THERETO,  INCLUDING BUT NOT LIMITED TO THOSE OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE, ARE EXPRESSLY NEGATED AND
WAIVED.  WITHOUT LIMITING THE FOREGOING, LANDLORD SHALL NOT BE
RESPONSIBLE FOR FAILURE OF THE TENANT IMPROVEMENTS
WORK.  ADDITIONALLY, LANDLORD SHALL NOT BE OBLIGATED TO, AND DOES NOT,
MAKE ANY WARRANTIES AND COVENANTS WITH RESPECT TO THE WORK NOR SHALL LANDLORD BE
OBLIGATED FOR ANY OF THE WARRANTIES FROM THE TENANT CONTRACTOR TO
TENANT.
  (e)           Unless
Landlord agrees otherwise, the Tenant Contractor and the subcontractors shall
not have access to the Initial Leased Premises, or be allowed to commence work
therein, until such space has been vacated, the Construction Contract has been
executed,
   C-1-3
  and all
authorizations required pursuant to Legal Requirements have been obtained, at
which time such access shall be granted subject to the reasonable rules and
regulations promulgated by Landlord from time to time governing such
contractors.
  (f)           At
Tenant's option, Tenant may choose to bid the fee and general conditions in
order to select a general contractor prior to the completion of the Tenant
Working Drawings.  With prior approval of the Landlord, the Tenant
Contractor may acquire a demolition permit and begin demolition of the existing
interior space prior to completion of the Tenant Working Drawings, and before a
building permit is secured for the new construction.  The final Tenant
Working Drawings will still be submitted to the Landlord for review and approval
before any new construction begins.
  3.           Communication
Equipment.  It shall be the sole responsibility of Tenant to
order, arrange, pay for, and otherwise have installed at the sole cost and
expense of Tenant, any communication equipment (including without limitation any
telephone and data equipment or any wiring in connection therewith) desired or
required as a part of the Tenant Improvements.
  4.           Commencement
Date.
  (a)           As
used in this Lease, "Commencement Date"
shall mean the date of delivery to Tenant of the Leased Premises in its current,
as-is condition.
  (b)           Notwithstanding
anything to the contrary set forth in this Lease, if the Commencement Date is
delayed for any reason (including without limitation, the failure by any current
tenant or occupant of any portion of the Initial Leased Premises to vacate any
portion of the Initial Leased Premises), Landlord shall not be liable or
responsible for any claims, damages or liabilities in connection therewith or by
reason thereof, nor shall such delay constitute a default by Landlord
hereunder.  Notwithstanding the foregoing, the Term shall not commence
as to the Initial Leased Premises until the Commencement Date occurs, and the
Base Rental provided for herein shall not commence to be payable until the Rent
Commencement Date.
  5.           Additional
Contractor.  Any contractor employed by Tenant or its
contractors (an "Additional
Contractor") to perform any other work that is not to be completed by the
Tenant Contractor as contemplated by the Construction Contract in connection
with the Initial Leased Premises prior to the Rent Commencement Date shall be
subject to the following provisions:
  (a)           Tenant
shall obtain the prior written consent of Landlord as to the qualifications of
the Additional Contractor to be used by Tenant, which approval shall not be
unreasonably withheld or delayed.
  (b)           It
shall be Tenant's responsibility to ensure that the Additional Contractor shall
(i) conduct its work in such a manner so as not to unreasonably interfere with
any other construction  occurring on or in the Building or the Initial
Leased Premises; (ii) comply with such reasonable rules and regulations
applicable to all work being performed in the Building and uniformly
administered as may be promulgated from time to time by Landlord; (iii) maintain
such insurance and bonds in full force and effect as may be reasonably requested
by Landlord or
   C-1-4
  as
required by Legal Requirements; and (iv) be responsible for reaching agreement
with Landlord, as to the terms and conditions for all contractor items relating
to conducting its work.  As a condition precedent to Landlord's
approving the Additional Contractor pursuant hereto, Tenant and the Additional
Contractor shall deliver to Landlord such assurances or instruments as Landlord
may reasonably require to evidence the Additional Contractor's compliance or
agreement to comply with the provisions of clauses (i), (ii), (iii) and (iv)
hereof.  Upon Landlord's approval of the Additional Contractor,
subject to the terms hereof, the Additional Contractor may enter the Initial
Leased Premises to perform its work.  Landlord retains the right to
make periodic inspections to assure conformity of the work of the Additional
Contractor with the aforementioned rules and regulations and with the plans and
specifications approved by Landlord.
  (c)           Tenant
shall indemnify and hold harmless Landlord from and against any and all losses,
damages, costs (including costs of suits and attorneys' fees), liabilities, or
causes of action arising out of or relating to the work of the Additional
Contractor, including but not limited to mechanic's, materialman's, construction
or other liens or claims (and all costs or expenses associated therewith)
asserted, filed or arising out of any such work.  All materialmen,
contractors, artisans, mechanics, laborers and other parties hereafter
contracting with Tenant for the furnishing of any labor, services, materials,
supplies or equipment with respect to any portion of the Initial Leased Premises
are hereby charged with notice that they must look solely to Tenant for payment
of same and Tenant's purchase orders, contracts and subcontracts in connection
therewith must clearly state this requirement.  Without limiting the
generality of the foregoing, Tenant shall repair or cause to be repaired at its
expense all damage caused by the Additional Contractor, its subcontractors or
their employees.  Tenant shall reimburse Landlord for costs incurred
by Landlord to repair any damage caused by the Additional Contractor or any
costs incurred by Landlord in requiring the Additional Contractor's compliance
with the rules and regulations.  Additionally, Tenant shall reimburse
Landlord for the costs Landlord may incur to have the base Building engineer
review all mechanical, electrical, plumbing and life safety systems installed by
the Additional Contractor.
  (d)           Tenant,
at Tenant's sole cost and expense, shall cause Tenant's architect(s) and/or
engineer(s) to prepare a report, in form and substance acceptable to Landlord,
for the benefit of Landlord, certifying to the substantial compliance of the
work constructed by the Tenant Contractor and the Additional Contractor with the
plans and specifications approved by Landlord and submit to Landlord "as built"
drawings of the work (including, without limitation, computer-generated
mechanical, electrical, structural and architectural CAD files).
  (e)           The
Additional Contractor shall not perform and, upon the request of Landlord,
whether written or oral, the Additional Contractor shall cease to perform, any
activity that is disruptive to the conduct of business within the
Project.
  6.           Construction
Allowance.
  (a)           Provided
a default by Tenant is not in existence, Landlord shall pay Tenant the product
of (x) Thirty-five and No/100 Dollars ($35.00), multiplied by (y) the square
feet of Net Rentable Area comprising the Initial Leased Premises as of the
Commencement Date, in accordance with, and subject to the provisions of, this
Paragraph 6 (the "Construction
   C-1-5
  Allowance").  Landlord
agrees to disburse the Construction Allowance to Tenant as such sums are due and
payable by Tenant to the Tenant Contractor for the construction of the Tenant
Improvements provided the following procedures are satisfied by Tenant: (a)
Tenant submits a written request to Landlord at least ten (10) days in advance
of the date Tenant requests the funds to be disbursed itemizing the sums to be
paid and the work or items covered by such payment, provided that in no event
may Tenant submit any such request more than one (1) time in any thirty (30) day
period; and (b) Tenant must furnish lien waivers from the Tenant Architect,
Tenant Contractor and all Additional Contractors for the sums to be disbursed as
to the completed work.  Such lien waivers (other than the final lien
waiver) may be provided by Tenant in arrears but prior to the submission of the
next funding request by Tenant.
  (b)           If
the Construction Cost determined as of the date the Construction Contract with
the Tenant Contractor has been signed (the "Estimated Construction
Cost") is less than the amount of the Construction Allowance, thereafter
Landlord agrees to reimburse Tenant or pay directly on Tenant's direction from
the Construction Allowance the Additional Construction Costs (defined below)
provided (1) Landlord shall not be obligated to disburse any such sums more than
once every thirty (30) days and any such disbursement must be simultaneous with
the applicable disbursement to the Tenant Contractor provided above, and (2) the
amount of such Additional Construction Costs then requested by Tenant does not
exceed the difference between the (x) the Construction Allowance and (y) the sum
of the Construction Cost for the Tenant Improvements determined as of the date
of such disbursement plus any sums previously disbursed by Landlord for
Additional Construction Costs.  As used herein, "Additional Construction
Costs" shall mean the following costs (to the extent not included in the
Construction Cost):  (w) all reasonable out-of-pocket costs for the
preparation of the Tenant Working Drawings (including the Tenant Engineering
Drawings), interior design and finish schedule plans, drawings and
specifications (including any as built drawings), and all other space plans and
plans and specifications for the Tenant Improvements, (x) all reasonable
out-of-pocket costs of obtaining building permits and other necessary
authorizations from the applicable governmental authorities and the payment and
performance bond for the Tenant Contractor, (y) the reasonable out-of-pocket
expenses of moving to the Initial Leased Premises, and (z) all other reasonable
out-of-pocket costs of procuring and installing the Tenant Improvements
(including communication equipment) in the Initial Leased
Premises.  Tenant must submit reasonable documentation to Landlord
supporting such reimbursement or payment at least ten (10) days prior to the
proposed disbursement.  Notwithstanding anything to the contrary
contained in this Lease, in no event is Landlord obligated to disburse amounts
for the Additional Construction Costs to the extent Landlord reasonably believes
that the sum of the Construction Cost, the sums previously disbursed by Landlord
for Additional Construction Costs and the Additional Construction Costs
requested may exceed the Construction Allowance.
  (c)           If
the Construction Allowance has not been fully disbursed as of the date the last
payment is paid to the Tenant Contractor under the Construction Contract (the
"Construction
Date"), then the unused amount of the Construction Allowance (the "Remaining Allowance")
shall be (1) first disbursed to Tenant for any remaining Additional Construction
Costs from which the Construction Allowance has not previously been disbursed
within ten (10) days after receipt by Landlord of a receipt therefor or other
documentation reasonably satisfactory to Landlord evidencing the payment of such
amounts by Tenant (which evidence must be forwarded to Landlord within thirty
(30) days after the Construction Date (the "Evidence
   C-1-6
  Date"), and (2) to
the extent the Remaining Allowance (if any) is not disbursed to Tenant pursuant
to clause (1) above, then such remaining portion of the Remaining Allowance (if
any) shall not be disbursed to Tenant and instead shall be held by Landlord to
reimburse Tenant for any third-party out-of-pocket costs it may incur in
improving the Leased Premises after June 1, 2011 pursuant to Section 5.5 of the
Lease, provided such reimbursement shall only be to the extent of the remaining
portion of the Remaining Allowance (if any).  As used herein, "Construction Cost"
shall mean the aggregate amount of sums due to the Tenant Contractor under the
Construction Contract for the construction of the Tenant Improvements in the
Initial Leased Premises.  Notwithstanding anything to the contrary
contained herein, in no event shall Landlord be obligated under this Paragraph 6
for an amount in excess of the Construction Allowance.
  7.           Additional
Space.  With respect to space added to the Initial Leased
Premises after the Commencement Date, Tenant must install at its cost, in
connection with the construction of its leasehold improvements therein, the
Building Standard Improvements.  Additionally, Tenant shall be
obligated to furnish to Landlord for its approval (which approval shall not be
unreasonably withheld) Tenant Working Drawings for any leasehold improvements
Tenant desires to install in space added to the Leased Premises after the
Commencement Date and to otherwise comply with the provisions of Section 5.5 of
this Lease.
  8.           Time is of the
Essence.  It is stipulated that time is of the essence in
connection with Tenant's and Landlord's compliance with the terms of this Exhibit
C-1.
   C-1-7
  EXHIBIT
C-2
  SCHEDULE OF BUILDING
STANDARD IMPROVEMENTS
  "Building Standard
Improvements" shall mean the following leasehold
improvements:
  Partitions
                  One
      (1) lineal foot of Building Standard type II partition per twelve (12)
      square feet of Net Rentable Area leased outside the core area in the case
      of a full floor tenant and the Usable Area for a tenant on a partial
      floor.  All required partitions will be 5/8" gypsum board,
      painted with Building Standard colors to be provided by
      Landlord.Ceilings
                  A
      random fissured, mineral fiber, 2U
      x 2U
      lay-in tile supported by an exposed "fine line" grid throughout the Leased
      Premises.Lighting
      Fixtures
                  One
      (1) 2' x 4' recessed 3 tube fluorescent lighting fixture with anodized
      aluminum 18 cell parabolic shaped louvers, including initial lamping, per
      one hundred (100) square feet of Net Rentable Area.Duplex
      Electric Outlets
                  One
      (1) duplex wall-mounted convenience outlet for each one hundred twenty
      (120) square feet of Net Rentable Area.Telephone
      Outlets
                  One
      (1) telephone wall outlet for each two hundred ten (210) square feet of
      Net Rentable Area.Floor
      Covering
                  Building
      Standard commercial grade carpeting throughout the Leased
      Premises.Doors
                  One
      (1) full height, solid core door with a metal frame and lever handle latch
      set hardware per three hundred (300) square feet of Net Rentable
      Area.Light
      Switches
                  One
      (1) single pole light switch for each three hundred (300) square feet of
      Net Rentable Area.  Group switching will be provided in open
      areas.Window
      Coverings
                  One
      inch (1") horizontal aluminum slat mini-blinds for exterior windows
      throughout the Leased Premises.Fire
      Sprinkler Heads
                  Ceiling
      mounted fire sprinkler heads throughout the Leased Premises to conform
      with light hazard occupancy fire protection system design criteria up to
      one sprinkler per 125 square feet of Net Rentable
  Area.
  C-2-1
  EXHIBIT
D
  CERTIFICATE OF COMMENCEMENT
DATE AND RENT COMMENCEMENT DATE
  ______________,
20__
  Peak
Phoenix Tower, L.P.
 c/o Hines
Interests Limited Partnership
 3200
Southwest Freeway, Suite 100
 Houston,
Texas  77027
 Attn:
Property Manager
 
 Gentlemen:
  Please
refer to that certain Lease Agreement (the "Lease") dated _____________________
by and between Peak Phoenix Tower, L.P., a Texas limited partnership
("Landlord") and the undersigned ("Tenant"), covering office space (the "Leased
Premises") in the office building project commonly known as Phoenix Tower
located in Harris County, Texas.  Capitalized terms not defined herein
shall have the meaning given to such terms in the Lease.  The
undersigned hereby certifies, acknowledges and represents the following to you,
all as of the date hereof:
  1.           The
Commencement Date for all purposes under the Lease is
_______________.
  2.           The
Rent Commencement Date for all purposes under the Lease is
_______________.
  3.           The
Expiration Date for all purposes under the Lease is
_______________.
  4.           The
Lease has not been amended except as may be set forth at the end of this
letter.
  The
undersigned hereby agrees that this certificate may be relied upon by Landlord
and its lenders and partners, as well as their respective successors and
assigns.
  Very
      truly yours,TENANT:By:Name:Title:
 
  Amendments
to Lease:
   D-1
  AGREED
AND ACCEPTED
  this
_____ day of ______________, 20___.
  LANDLORD:By:Name:Title:
  D-2
  EXHIBIT
E
  PROJECT RULES &
REGULATIONS
  1.
                  Sidewalks,
      doorways, skyways, vestibules, halls, stairways, elevator lobbies and
      other similar areas of the Building shall not be used for the storage of
      materials or disposal of trash, be obstructed by tenants or Landlord, or
      be used by tenants or Landlord for any purpose other than ingress or
      egress of the tenant's leased areas or the
  Building.
  2.
                  Plumbing
      fixtures and appliances shall be used only for the purposes for which they
      are designed, and no sweepings, rubbish, rags or other unsuitable
      materials shall be disposed into them. Damage resulting to any such
      fixtures proven to result from misuse by a tenant, and not by Landlord's
      cleaning contractors responsible for cleaning the tenant's leased area and
      the Building, shall be the liability of said
  tenant.
  3.
                  No
      signs, advertisements, graphics or notices shall be painted or affixed on
      or to any windows, doors or other part of the building visible in or from
      public corridors, or from outside the
      Building  without  Landlord's (or Landlord's property
      manager's) prior written approval. No part of the Project may be defaced
      by tenants.
  4.
                  Movement
      in or out of the Building of furniture, office equipment, or any other
      bulky or heavy materials shall be restricted to such hours as Landlord (or
      Landlord's property manager) shall reasonably designate. Please refer to
      the Move-In Policy and the Move-Out Policy for detailed information and
      requirements.  (Contact the Management Office for a current
      copy.)  Landlord (or Landlord's property manager) will determine
      the method and routing of the movement of said items so as to ensure the
      safety of all persons and property concerned and Tenant shall be
      responsible for all costs and expenses associated
      therewith.  Scheduling and advance written notice of intent to
      move such items must be made to the Landlord (or Landlord's property
      manager) at least twenty-four (24) hours before the time of such
      move.
  For
movement in or out of the Building of portable items which do not require use of
dollies or other moving equipment, notice to Landlord (or Landlord's property
manager) shall not be required.
  5.
                  All
      deliveries (including messenger deliveries but excluding deliveries of
      small hand carried parcels) to a tenant's leased premises shall be made
      through the freight elevators. Passenger elevators are to be used only for
      the movement of persons. Delivery vehicles shall be permitted only in such
      areas as are designated by Landlord, from time to time, for deliveries to
      the Building. Absolutely no carts or dollies are allowed through the main
      entrances of the Building or on passenger elevators without the prior
      written consent of Landlord (or Landlord's property
    manager).
  6.
                  After-hours
      removal of hand carried items must be accompanied by an "Equipment Removal
      Form" or "Property Pass" [to be provided by Landlord (or Landlord's
      property manager)]. A letter signed by an authorized representative of a
      tenant on such tenant's letterhead will also be acceptable. A list of
      persons authorized to sign the
Equipment
   E-1
  Removal
Form or Property Pass (and any amendments thereto) will be furnished by each
tenant to Landlord and Landlord shall be entitled to rely thereon. Each tenant
shall have the right to amend such list from time to time upon written notice to
Landlord (or Landlord's property manager).
  7.
                  Landlord
      (or Landlord's property manager) shall have the authority to approve the
      proposed weight and location of any safes and heavy furniture and
      equipment, which shall in all cases, stand on supporting devices approved
      by Landlord in order to distribute the
weight.
  8.
                  Corridor
      doors which lead to common areas of the Building (other than doors opening
      into the elevator lobby on floors leased entirely to a tenant) shall be
      kept closed at all times.
  9.
                  Each
      tenant shall cooperate with Landlord (and Landlord's property manager) in
      keeping its leased area neat and clean. No tenant shall employ any person
      for the purpose of such cleaning other than the Building's cleaning and
      maintenance personnel without prior approval of Landlord (or Landlord's
      property manager).
  10.
                  All
      freight elevator lobbies are to be kept neat and clean. The disposal of
      trash or storage of materials in these areas is
  prohibited.
  11.
                  Tenants
      shall not tamper with or attempt to adjust temperature control thermostats
      in their leased premises and shall not use any additional methods of
      heating or air-conditioning. Landlord shall promptly respond to each
      tenant's notices as to, and Landlord (or Landlord's property manager)
      shall adjust thermostats as required to maintain, the Building standard
      temperature. Each tenant shall use reasonable efforts to keep all window
      blinds down and tilted at a 45-degree angle toward the street to help
      maintain comfortable room temperatures and conserve
  energy.
  12.
                  Each
      tenant will comply with all access control procedures necessary both
      during business hours and after hours and on weekends. Landlord will
      provide each tenant with prior notice of such access control procedures
      and any changes thereto promptly.
  13.
                  Tenants
      are requested to lock all office doors leading to corridors and to turn
      out all lights at the close of their working day; provided, however, that
      no tenant shall be responsible to ensure that Landlord's cleaning
      contractor locks doors and turns out lights after cleaning the tenant's
      leased premises.
  14.
                  All
      requests for overtime air conditioning or heating must be submitted in
      writing to Landlord (or Landlord's property manager) by an authorized
      representative of the tenant. A list of persons authorized to request such
      overtime services (and any amendments thereto) will be furnished by the
      tenant to Landlord and Landlord shall be entitled to rely thereon. Any
      such request must be made by 4:00 p.m. on the day desired for weekday
      requests, by 2:00 p.m. Friday for weekend requests and by 2:00 p.m. on the
      preceding Business Day for holiday requests. Requests made after that time
      may result in an additional charge to such tenant, if acted upon by
      Landlord, but Landlord is in no event obligated to act on untimely
      requests.
   E-2
   15.
                  No
      flammable or explosive fluids or materials shall be kept or used within
      the Building except in areas approved by Landlord, and each tenant shall
      comply with all applicable building and fire codes relating
      thereto.
  16.
                  Tenants
      may not make any modifications, alterations, additions or repairs to their
      leased premises and may not install any furniture, fixtures or equipment
      in their leased premises which is in violation of any applicable building
      and/or fire code governing their leased premises or the Project. The
      tenant must obtain prior approval from Landlord (or Landlord's property
      manager) of any such alterations, modifications and additions and shall
      deliver "as built" plans therefore to Landlord (or Landlord's property
      manager), upon completion, except as otherwise permitted in the tenant's
      lease. Such alterations include, but are not limited to, any communication
      equipment and associated wiring which must meet fire code. The contractor
      conducting the modifications and additions must be a licensed contractor,
      is subject to all rules and regulations of Landlord (and Landlord's
      property manager) while performing work in the Building and must obtain
      all necessary permits and approvals prior to commencing the modifications
      and additions.
  17.
                  Except
      as provided in the Lease, no vending machines of any type shall be allowed
      in tenant space without the prior written consent of Landlord (or
      Landlord's property manager).
  18.
                  All
      locks for doors in each tenant's leased areas shall be Building Standard
      except as otherwise permitted by Landlord, and no tenant shall place any
      additional lock or locks on any door in its leased area without Landlord's
      (or Landlord's property manager's) written consent except as otherwise
      permitted in such tenant's lease. All requests for duplicate keys shall be
      made to Landlord (or Landlord's property
  manager).
  19.
                  No
      tenant shall interfere in any way with other tenants' (or their visitors')
      quiet enjoyment of their leased
premises.
  20.
                  Landlord
      (or Landlord's property manager) will not be liable or responsible for
      lost or stolen money, jewelry or other personal property from any tenant's
      leased area or public areas of the Building or
  Project.
  21.
                  No
      machinery of any kind other than normal office equipment shall be operated
      by any tenant in its leased area without the prior written consent of
      Landlord (or Landlord's property
manager).
  22.
                  Canvassing,
      peddling, soliciting and distribution of handbills in the Building (except
      for activities within a tenant's leased premises which involve only such
      tenant's employees) is prohibited. Each tenant is requested to notify
      Landlord (or Landlord's property manager) if such activities
      occur.
  23.
                  Approval
      by Landlord (or Landlord's property manager) will be required for the
      following:
   E-3
  A.
                  Access
      to Building mechanical, telephone or electrical rooms (e.g., GTE or
      Southwestern Bell Telephone
employees).
  B.
                  After-hours
      freight elevator use.
  C.
                  After-hours
      building access by tenant's contractors. Please note that the tenant will
      be responsible for contacting Landlord's property manager in advance for
      clearance of such tenant
contractors.
  24.
                  All
      tenants will refer all contractors, contractors' representatives and
      installation technicians tendering 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 (other than work under contract for installation or
      maintenance of security equipment or banking equipment), including, but
      not limited to, installation of telephones, telegraph equipment,
      electrical devices and attachments, and any and all installations of every
      nature affecting floors, walls, woodwork, trim, windows, ceilings,
      equipment and any other physical portion of the
  Building.
  25.
                  Per
      City of Houston Code of Ordinances, Article 9 of Chapter 21, the public
      places within the Building are to be smoke free. This includes but is not
      limited to the lobbies, elevators, stairwells, restroom facilities, and
      garage, plaza and breezeway entrances. In addition, the Building shall be
      a non-smoking building, with no smoking in the Leased Premises or in any
      other area of the Building, including the exterior portions thereof,
      provided that Landlord may provide for a smoking area, in which case
      Tenant shall ensure that its employees smoke only in such smoking
      area.
  26.
                  Each
      tenant and his contractors are responsible for removal of trash resulting
      from large deliveries or move-ins. Such trash must be removed from the
      Building and Building facilities may not be used for dumping. If such
      trash is not promptly removed, Landlord (or Landlord's property manager)
      may cause such trash to be removed at the tenant's sole cost and expense
      plus a reasonable additional charge to be determined by Landlord to cover
      Landlord's administrative costs in connection with such
      removal.
  27.
                  Tenants
      may not install, leave or store equipment, supplies, furniture or trash in
      the common areas of the Building (i.e., outside their leased
      premises).
  28.
                  Each
      tenant shall provide Landlord's property manager with names and telephone
      numbers of individuals who should be contacted in an
      emergency.
  29.
                  Tenants
      shall comply with the Building life safety program established by Landlord
      (or by Landlord's property manager), including without limitation fire
      drills, training programs and fire warden staffing procedures, and shall
      exercise all reasonable efforts to cause all tenant employees, invitees
      and guests to comply with such
program.
  30.
                  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.
   E-4
  31.
                  Should
      a tenant require telegraphic, telephonic, annunciator or other
      communication service, Landlord will direct the electricians where and how
      wires are to be introduced and placed and none shall be introduced or
      placed except as Landlord shall approve. Electric current shall not be
      used for space heaters, cooking (other than microwave ovens or coffee
      makers) or heating devices or similar appliances without Landlord's prior
      written permission.
  32.
                  Nothing
      shall be swept or thrown into the corridors, halls, elevator shafts or
      stairways.
  33.
                  No
      portion of any tenant's leased area shall at any time be used or occupied
      as sleeping or lodging quarters, nor shall personnel occupancy loads
      exceed limits reasonably established by Landlord for the
      Building.
  34.
                  No
      vehicles, bicycles, motorcycles, birds, fish, or other type of animals
      (except wheelchairs or Seeing Eye dogs) shall be brought into or kept in,
      on or about any tenant's area or any portion of the building without
      Landlord's prior written
permission.
  35.
                  The
      carrying of firearms of any kind in any leased premises, the building in
      which such premises are situated, any related garage or any related
      complex of buildings of which the foregoing are a part, or any sidewalks,
      drives or other common areas related to any of the foregoing, is
      prohibited except in the case of unconcealed firearms carried by licensed
      security personnel hired or contracted for by tenants for security of
      their premises as permitted by such tenants' leases or otherwise consented
      to by Landlord in writing.
  36.
                  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 reasonable
      judgment, shall, from time to time, be required for the safety,
      protection, care and cleanliness of the Project, the operation thereof,
      the preservation of good order therein and the protection and comfort of
      the tenants and their agents, employees and invitees.  Such
      rules and regulations, when made and written notice thereof is given to
      Tenant, shall be binding upon it in like manner as if originally herein
      prescribed.
   E-5
  EXHIBIT
F
  EXCLUSIVE USE
PROVISION
  10.           Exclusive
Use.  Landlord covenants that all other leases for space in the
Building which are executed after the date hereof shall prohibit the use of any
portion of said leased premises for the retail or discount sale of stocks or
bonds, if such business activities constitute fifteen percent (15%) or more of
the revenues generated by the business activities conducted in said leased
premises.  This covenant and the use restrictions imposed pursuant
hereto shall become null and void on the date Morgan Stanley DW Inc. f/k/a Dean
Witter Reynolds Inc. ceases to occupy any portion of the
Premises.  The rights granted under this Section 10 are personal to
Tenant and may not be assigned or subleased.
    F-1
  EXHIBIT
G
  EXPANSION
SPACE
   G-1












EXHIBIT
H


TECHNICAL
STANDARDS
  I.
              GeneralAll
      users shall furnish the following to Manager prior to installation of any
      equipment:(i)
              Site
      application.(ii)
              Copies
      of FCC licenses/construction permits.(iii)
              Accurate
      block diagrams showing operating frequencies, all system components
      (active or passive) with gains and losses in DB, along with power
      levels.(iv)
              Copies
      of manufacturers' equipment specifications.The
      following will not be permitted at the Project without the written consent
      of Manager, which consent shall not be unreasonably
    withheld.1)
              Any
      equipment without FCC type acceptance.2)
              Add-on
      power amplifiers.3)
              "Hybrid"
      equipment with different manufacturers' RF strips.4)
              Open
      rack mounted receivers and transmitters.5)
              Equipment
      with crystal oscillator modules which have not been temperature
      compensated.6)
              Digital/analog
      hybriding in exciters, unless type-accepted.7)
              Equipment
      which does not conform to FCC Rules and Regulations.8)
              Non-continuous
      duty rated transmitters used in continuous duty
    applications.9)
              Transmitter
      outputs without a harmonic filter and antenna matching
      circuitry.10)
              Change
      in operating frequency(ies).11)
              Equipment
      not designed for high-density site applications.12)
              Ferrite
      devices looking directly at an antenna.13)
              Nickel
      plated connectors.14)
              Cascaded
      receiver multicouplers/preamps.15)
              Active
      or passive devices "buried" in a ceiling.II.
              Radio Frequency
      Interference Protective DevicesIn
      general, the following minimum specifications will
  apply:30-76
      MHZIsolators
      - minimum of 20 DB with bandpass cavityTX
      output cavity - minimum of 20 DB rejection @ plus or minus 5
      MHZ130-174
      MHZIsolators
      - minimum of 30 DB with bandpass
cavity
  H-1
  
 406-512
      MHZIsolators
      - minimum of 90 DB with bandpass cavity806-866
      MHZIsolators
      - minimum of 90 DB with bandpass cavity866
      MHZ - as determined by ManagerIt
      should be emphasized that the above specifications are minimum
      requirements. Additional protective devices may be required based upon
      evaluation of the following information:Theoretical
      TX mixes, particularly second and third orderAntenna
      location and typeCombiner/multicoupler
      configurationsTransmitter
      specificationsReceiver
      specificationsHistorical
      problemsTransmitter
      to transmitter isolationTransmitter
      to antenna isolationTransmitter
      to receiver isolationCalculated
      level of IM productsTransmitter
      output powerTransmitter
      ERPSpectrum
      analyzer measurementsVSWR
      measurementsExisting
      cavity selectivityIII.
              Antennas1)
              Mounted
      only on posts or other specified mount and only one per mount unless
      authorized in writing.2)
              All
      mounting hardware galvanized or non-corroding metal.3)
              Tagged
      with weatherproof labels showing manufacturer, model, frequency range, and
      owner.4)
              Bonded
      with copper braid to building ground system (when ground cable is
      installed by Owner).5)
              Connections
      to be taped with stretch vinyl tape (Scotch #33 or equivalent) and
      Scotchkoted (including booted pigtails).6)
              Must
      meet manufacturer's VSWR specifications.7)
              Antennas
      with corroded elements must be repaired or replaced.8)
              Must
      be DC grounded type, or have the appropriate lightning protection as
      determined by Manager.9)
              Unless
      otherwise authorized by Manager, all antennas must be encased in
      fiberglass radomes and be painted or impregnated with a color designated
      by Manager as the standard antenna color for aesthetic
      uniformity.
  H-2
  
 10)
              Mounting
      pipes must be duct such that they do not extend above the antenna mounting
      sleeve.IV.
              Antenna
      Mounts1)
              No
      welding or drilling on mounts will be permitted.2)
              2"
      or greater heavy wall aluminum or galvanized mounting pipes must be
      used.3)
              Any
      corroded hardware must be replaced.V.
              Cable1)
              All
      antenna lines to be jacketed heliax (or equivalent), 1⁄2" or
      greater.2)
              No
      kinked or cracked cable.3)
              Any
      cable fasteners exposed to weather must be nylon ultraviolet resistant
      type or stainless steel.4)
              All
      transmit interconnecting cables/jumpers must be solid copper outer
      conductor (1⁄2" superflex or equivalent), not to exceed 8' in
      length.5)
              All
      receiver intercabling must be 100% shielded coax.6)
              All
      receiver cabling must be run in troughs or PVC conduit.7)
              All
      inside cable must be run in troughs where provided.8)
              All
      unused lines must be tagged at both ends showing termination
      points.9)
              All
      AC line cords must be 3 conductor with grounding plugs.10)
              Transmission
      lines must be tied to antenna mounting posts.11)
              Where
      no troughs or cable trays exist, all cable must be tied at not less than
      3' intervals.12)
              All
      antenna transmission lines shall be grounded at both the antenna and
      equipment ends, with the appropriate grounding kits.VI.
              Connectors1)
              Must
      be teflon filled, UHF or N type, including chassis/bulkhead
      connectors.2)
              Must
      be properly fabricated (soldered if applicable) if field
      installed.3)
              Must
      be taped or Scotchkoted at least 4" onto jacket if exposed to
      weather.4)
              Male
      pins must be proper length.5)
              Female
      contacts may not be spread.6)
              Connectors
      must be plier tight as opposed to hand tight.7)
              Must
      be silver plated or brass.8)
              Must
      be electrically and mechanically equivalent to OEM
    connectors.VII.
              Receivers1)
              No
      RF preamps permitted in front end unless authorized by
      Manager.2)
              All
      shields must be in place.3)
              VHF
      and up must use helical resonator front ends.4)
              Must
      meet manufacturer's specifications, particularly with regard to bandwidth,
      discriminator swing and symmetry, and spurious
  responses.
  H-3
  
  5)
              Crystal
      filters/preselectors/cavities must be installed in RX legs where
      appropriate.6)
              All
      repeater tone squelch circuitry must use "AND" logic.VIII.
              Transmitters1)
              Must
      meet original manufacturer's specifications.2)
              All
      shields must be in place.3)
              Must
      have a visual indication of transmitter operation.4)
              Must
      be tagged with Lessee's name, equipment model number, serial number, and
      operating frequency(ies).5)
              All
      low level, pre-driver and driver stages in exiter must be
      shielded.6)
              All
      power amplifiers must be shielded.7)
              Output
      power may not exceed 150 watts.IX.
              Combiners/Multicouplers1)
              Shall
      at all times meet manufacturer's specifications2)
              Must
      be tuned using manufacturer approved procedures.3)
              Must
      provide a minimum of 55 DB transmitter to transmitter
      isolation.4)
              All
      power detectors and monitoring devices must not look directly at an
      antenna.X.
              Cabinets1)
              All
      cabinets must be bonded together and to the Owner's ground system (when
      available).2)
              All
      doors must be on or closed.3)
              All
      non-original holes larger than 1" must be covered with copper screen or
      solid metal plates.XI.
              Installation
      Procedures1)
              Installation
      may take place only after Manager has been notified of the date and time,
      and only during normal working hours unless otherwise
      authorized.2)
              Equipment
      may not be operated until the installation has been approved by Manager,
      which approval shall not be unreasonably withheld.XII.
              Maintenance/Tuning
      Procedures1)
              All
      external indictor lamps/leds must be working.2)
              Equipment
      parameters must meet manufacturers' specifications.3)
              All
      cover, shield, and rack fasteners must be in place and securely
      tightened.4)
              Local
      speakers must be turned off except during service.
 
  H-4
  
 XIII.
              FCC
      Licensing1)
              All
      FCC licenses must be current.XV.
              Interference
      Diagnosing Procedures1)
              All
      licensees must cooperate in a timely fashion with Manager when called upon
      to investigate a source of interference, whether or not it can be
      conclusively proven that their equipment is involved.XIV.
              Miscellaneous1)
              Window
      blinds must be kept closed to minimize sun heating.2)
              All
      installations must be maintained in a neat and orderly
    manner.3)
              Doors
      to equipment and antenna spaces shall be closed and locked at all
      times.4)
              Access
      to equipment and antennas shall be by authorized personnel only, and only
      for purposes of installation, service or maintenance.
 
   H-5


FIRST AMENDMENT TO LEASE
AGREEMENT
 
 
 THIS
FIRST AMENDMENT TO LEASE AGREEMENT (this "Amendment") is made
and entered into on the 16th day of October, 2007
(the "Effective
Date") by and between FSP PHOENIX TOWER LIMITED PARTNERSHIP, a Texas
limited partnership ("Landlord"), and
PERMIAN MUD SERVICE, INC., a Texas corporation ("Tenant").
 
 WITNESSETH:
 
 WHEREAS,
Peak Phoenix Tower, L.P., a Texas limited partnership ("Original Landlord"),
and Tenant entered into that certain Lease Agreement dated as of April 28, 2005
(the "Original
Lease") with respect to the lease of approximately 51,582 square feet of
Net Rentable Area on Levels 27 and 28 (the "Leased Premises") in
the office building known as Phoenix Tower in Houston, Texas (the "Building");
 
 WHEREAS,
Landlord is the successor in interest to Original Landlord; and
 
 WHEREAS,
Landlord and Tenant now desire to amend the Lease to extend the term of the
Lease, expand the Leased Premises and to modify certain other provisions of the
Lease as set forth herein but not otherwise.
 
 NOW,
THEREFORE, for and in consideration of Ten and No/100 Dollars ($10.00) and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged and confessed, Landlord and Tenant, intending to be and being
legally bound, do hereby agree as follows:
 
 1.           Defined
Terms.
 
 All
capitalized terms used herein and not defined herein shall have the meaning set
forth in the Lease.
 
 2.           Extension of
Term.
 
 Pursuant
to the Lease, the Term of the Lease expires on July 31,
2015.  Landlord and Tenant have agreed to extend the Term of the Lease
subject to the terms and conditions contained in this
Amendment.  Article I and Section 2.1 of the Lease shall be amended to
provide that the Term of the Lease as to all of the Leased Premises shall be
extended and such extended term (the "Extended Term") shall
commence on August 1, 2015 (the "Extension Date"), and
shall expire as to the entire Leased Premises at 6:00 P.M. on February 28, 2018
(the "Expiration
Date").  The extension of the Term pursuant to this Paragraph 2
shall be upon the same terms and conditions contained in the Lease, except as
modified in this Amendment, including without limitation, Tenant's obligations
to pay Base Rental, Tenant's Basic Cost and Tenant's
Basic Cost Adjustment in accordance with Article III of the Lease, as amended by
this Amendment.
  1
  3.           Expansion ofLeasedPremises.
 
 (a)           Commencing
on September 1, 2007 (the "Expansion Date"), the
Leased Premises shall be automatically expanded to include approximately
twenty-six thousand seventy-two (26,072) square feet of Net Rentable Area on
Level 25 of the Building, as shown on Exhibit A attached
hereto and made a part hereof (the "First Amendment Expansion
Premises"); provided that, the Expansion Date shall occur (if at all) no
earlier than the date upon which the Washington Mutual Lease Amendment (defined
in Paragraph 10 hereof) has been executed, as set forth in Paragraph 10 of this
Amendment.  Upon the Expansion Date, the Leased Premises shall contain
a total of seventy-seven thousand six hundred fifty-four (77,654) square feet of
Net Rentable Area.
 
 (b)           The
First Amendment Expansion Premises shall be added to and become part of the
Leased Premises for all purposes of the Lease without any further action on
behalf of Landlord or Tenant and shall be subject to all of the terms and
conditions of the Lease applicable to the Leased Premises, including, without
limitation, Tenant's obligation to pay Base Rental and Tenant's Basic Cost
Adjustment in accordance with Article III of the Lease, subject to the
modifications contained in this Amendment.
 
 (c)           The
lease term for all of the First Amendment Expansion Premises shall commence upon
the Expansion Date and shall expire on the date upon which the Lease expires as
to the remainder of the Leased Premises, as extended by this
Amendment.
 
 (d)           As
used herein, "First
Amendment Expansion Premises I" shall mean the portion of the First
Amendment Expansion Premises containing seventeen thousand two hundred
eighty-six (17,286) square feet of Net Rentable Area, and "First Amendment Expansion
PremisesII" shall mean the portion of the First Amendment Expansion Premises
containing eight thousand seven hundred eighty-six thousand (8,786) square feet
of Net Rentable Area.  First Amendment Expansion Premises I and First
Amendment Expansion Premises II collectively make up the First Amendment
Expansion Premises.
  (e)           As
used herein, the "Existing Premises"
shall mean the Leased Premises excluding the First Amendment Expansion
Premises.
  4.           Rent; Conversion to Net
Lease.
 
 Landlord
and Tenant have agreed to convert the Lease from a "gross lease" to a "net
lease."  Commencing on the Expansion Date as to all of the Leased
Premises (including the First Amendment Expansion Premises), Tenant's Base
Rental, Tenant's Basic Cost and Tenant's Basic Cost Adjustment shall be
determined in accordance with the provisions of this Paragraph 4, payable in
accordance with the timing and procedures applicable thereto pursuant to Article
III of the Lease, and the Lease shall be amended as follows:
  2
  (a)           With
respect to the First Amendment Expansion Premises I, subject to this Paragraph
4, from the Expansion Date through and until February 28, 2008, Tenant shall be
obligated to pay as Base Rental for the lease and use of the First Amendment
Expansion Premises I an annual amount equal to the product of (x) $13.20,
multiplied by (y) the number of square feet of Net Rentable Area comprising the
First Amendment Expansion Premises I, and no Tenant's Basic Cost or Tenant's
Basic Cost Adjustment shall be payable as to First Amendment Expansion Premises
I only during this time only.
  Thereafter,
Tenant shall be obligated to pay as the Base Rental for the lease and use of the
First Amendment Expansion Premises I an annual amount equal to the product of
(x) the Base Rental Rate for the period set forth below, multiplied by (y) the
number of square feet of Net Rentable Area comprising the First Amendment
Expansion Premises I:
 
 Period
              Base Rental
      RateMarch
      1, 2008 - April 30, 2011
              $12.00May
      1, 2011 - April 30, 2016
              $15.00May
      1, 2016 - Expiration Date
              $17.00
 
 In
addition to the Base Rental for the First Amendment Expansion Premises I,
commencing on March 1, 2008, Tenant shall be obligated to pay Tenant's Basic
Cost and Tenant's Basic Cost Adjustment in accordance with Article III of the
Lease, as amended by this Amendment.
 
 (b)           With
respect to the First Amendment Expansion Premises II, subject to this Paragraph
4, from the Expansion Date and continuing through and until the Expiration Date,
Tenant shall be obligated to pay as the Base Rental for the lease and use of the
First Amendment Expansion Premises II an annual amount equal to the product of
(x) the Base Rental Rate for the period set forth below, multiplied by (y) the
number of square feet of Net Rentable Area comprising the First Amendment
Expansion Premises II:
  Period
              Base Rental
      RateExpansion
      Date – August 30, 2008
              $0.00September
      1, 2008 - April 30, 2011
              $13.57May
      1, 2011 - April 30, 2016
              $16.57May
      1, 2016 - Expiration Date
              $18.57
 
 In
addition to the Base Rental for the First Amendment Expansion Premises II,
Tenant shall be obligated to pay Tenant's Basic Costs and Tenant's Basic Cost
Adjustment in accordance with Article III of the Lease, as amended by this
Amendment.
 
 (c)           With
respect to the Existing Premises, subject to this Paragraph 4, commencing on the
September 1, 2007, Tenant shall be obligated to pay as the Base Rental for the
lease and use of the Existing Premises an annual amount equal to the product of
(x) the Base Rental Rate for the period set forth below, multiplied by (y) the
number of square feet of Net Rentable Area comprising the Existing
Premises:
  3
  Period
              Base Rental
      RateSeptember
      1, 2007 -  April 30, 2009
              $6.77May
      1, 2009 - April 30, 2011
              $8.52May
      1, 2011 - July 31, 2015
              $10.52August
      1, 2015 -  April 30, 2016
              $15.00May
      1, 2016 - Expiration Date
              $17.00
 
 (d)           The
definitions of "Base Year" and "Basic Cost Component" contained in Article I of
the Lease are hereby deleted in their entirety.
  (e)           The
fifth (5th) sentence of Section 2.1(b) shall be amended by deleting the phrase
"Base Rental as adjusted by the Base Rental Adjustment (each as defined in
Article III)" and substituting "Base Rental (defined in Section 3.2), Tenant's
Basic Cost (defined in Section 3.3), Tenant's Basic Cost Adjustment (each as
defined in Section 3.4)" therefor.
  (f)           The
first (1st) two (2) sentences of Section 3.1(a) of the Lease shall be deleted in
their entirety and the following substituted therefor:
  "Commencing
on the Rent Commencement Date and continuing thereafter throughout the Term,
Tenant hereby agrees to pay Base Rental in accordance with this Section 3.1 and
Section 3.2, Tenant's Basic Cost in accordance with this Section 3.1 and Section
3.3, and Tenant's Basic Cost Adjustment in accordance with this Section 3.1 and
Section 3.4.  Base Rental and Tenant's Basic Cost shall be due and
payable in twelve (12) equal monthly installments, subject to adjustment in
accordance with Section 3.4, on the first day of each calendar month during the
Term (subject to the provisions of subsection (b) below), and Tenant hereby
agrees to so pay such rent monthly in advance and without demand to Landlord's
address in Section 6.17 (or such other address as may be designated in writing
by Landlord from time to time)."
  (g)           Section
3.1(b) of the Lease shall be amended as follows:
  i.
              The
      phrase "Tenant's Basic Cost" shall be inserted after the words "Base
      Rental" in the first sentence thereof;
and
  ii.
              The
      following sentences shall be inserted immediately prior to the last
      sentence thereof:
  "If the
Term commences or expires on other than the first day of a calendar year,
Tenant's Basic Cost Adjustment shall be prorated for such commencement or
expiration year, as the case may be, by multiplying Tenant's Basic Cost
Adjustment by a fraction, the numerator of which shall be the number of days of
the Term occurring during the commencement or expiration year, as the case may
be, and the denominator of which shall be the number of days in said
year.  The calculation described in Section 3.4(c) shall be made as
soon as possible after the termination of this Lease."
   4
  (h)           The
first (1st) sentence of Section 3.1(c) of the Lease shall be amended by
inserting the following after the word "rent" in the first (1st) line
thereof:
  "(including,
without limitation, Base Rental, Parking Rental and Tenant's Basic Cost, as
adjusted by Tenant's Basic Cost Adjustment)"
  (i)           Section
3.2 of the Lease is hereby amended as follows:
  i.
              Section
      3.2(a) of the Lease is hereby amended in accordance with Paragraph 4(b)
      above.
  ii.
              Section
      3.2(b) of the Lease is hereby deleted in its entirety and is of no further
      force or effect.
  iii.
              Section
      3.2(c) of the Lease is hereby amended to be Section 3.3(c) and inserted in
      Section 3.3 as amended herein.  All references to Section 3.2(c)
      in the Lease shall be amended to be Section
  3.3(c).
  iv.
              The
      reference to "Section 3.2(c)(i) through (xii)" in Section 3.2(c)(e), which
      shall now be Section 3.3(c)(e), shall be amended to be "Section 3.3(c)(i)
      through (xii)."
  v.
              Section
      3.2(c)(iv) of the Lease, which shall now be Section 3.3(c)(iv), shall be
      deleted in its entirety and the following substituted
      therefor:
  "A net
management fee paid to the property manager for the management of the Project of
three percent (3%) of the gross revenues of the Project (excluding Parking
Rental paid by Tenant to Landlord) for such calendar year; (provided, however,
in lieu thereof, Landlord may charge Tenant separately, and not as a part of
Basic Costs, for a management fee contribution of three percent (3%) of the Base
Rental, Tenant's Basic Costs and Tenant's Basic Cost Adjustment payable by
Tenant for such calendar year, herein called the “Management Fee
Contribution”) and the cost of all maintenance and service agreements for
the Project and the equipment therein, including but not limited to, access
control service, window cleaning, traffic control, janitorial service, landscape
maintenance, and elevator maintenance.  If Landlord so elects to
charge Tenant separately for a management fee contribution (and not as a part of
Basic Costs) as provided in the parenthetical of the immediately preceding
sentence, Basic Costs set forth in this Lease shall be reduced by an amount
equal to Tenant's pro rata share of such management fee on a Net Rentable Area
basis."
   5
  vi.           Section
3.2(d) of the Lease is hereby amended to be Section 3.4(d) of the Lease and
inserted in Section 3.4 as added to the Lease herein.  The reference
to "Section 3.2(b)(ii)" in the first sentence thereof shall be amended to be
"Section 3.4(c)".  All references to Section 3.2(d) in the Lease shall
be amended to be Section 3.4(d).
  vii.
              Section
      3.2(e) of the Lease is hereby amended to be Section 3.3(d) and inserted in
      Section 3.3 as amended herein.  All references to Section 3.2(e)
      in the Lease shall be amended to be Section
  3.3(d).
  (j)           Section
3.3 of the Lease is hereby amended to be Section 3.5 of the
Lease.  All references to "Section 3.3" in the Lease shall be amended
to be "Section 3.5".
  (k)           The
following shall be inserted in the Lease as Sections 3.3(a) and 3.3(b) as
amended herein:
  "3.3           TENANT'S BASIC
COST.
  (a)           "Estimated Basic
Costs," as that term is used herein, for any particular calendar year
shall be the Basic Costs (defined below) for such calendar year as estimated by
Landlord prior to the commencement of such calendar year, which annual estimate
may be adjusted, from time to time, by Landlord pursuant to
Section 3.4(c).
 
 (b)           "Tenant's Basic Cost,"
as that term is used herein, shall be computed on a calendar year basis and
shall mean Tenant's Percentage Share (defined in Section 3.4(b)) of the
Estimated Basic Costs."
 
 (l)           The
following shall be inserted in the Lease as Sections 3.4(a), 3.4(b) and
3.4(c):
  "3.4          TENANT'S BASIC COST
ADJUSTMENT.
 
 (a)           If
the actual Basic Costs for any calendar year during the Term exceeds the
Estimated Basic Costs for such calendar year, Tenant shall pay to Landlord, as
additional Rent for such calendar year, an amount ("Tenant's Basic Cost
Adjustment") equal to Tenant's Percentage Share (defined below) of the
difference between the actual Basic Costs for that calendar year and the
Estimated Basic Costs for that calendar year.
 
 (b)           For
purposes of determining Tenant's Percentage Share of Estimated Basic Costs and
Tenant's Basic Cost Adjustment, "Tenant's Percentage
Share" shall mean that percentage found by dividing the Net Rentable Area
of the Leased Premises by the greater of (i) ninety-five percent (95%) of the
total Net Rentable Area of the space leased or held for lease in the Building,
or (ii) the total Net Rentable Area actually leased in the
Building.
  6
  
 (c)           No
later than June 1 of each calendar year during Tenant's occupancy, or as soon
thereafter as reasonably practicable, Landlord shall provide Tenant a statement
of the actual Basic Costs for the previous calendar year or partial calendar
year, as applicable, occurring during the Term.  If the actual Basic
Costs for such calendar year or partial calendar year, as applicable, exceeds
Estimated Basic Costs for such calendar year or partial calendar year, as
applicable, Tenant shall pay the Tenant's Basic Cost Adjustment to Landlord
within thirty (30) days of the delivery of an invoice therefor (the "Annual Reconciliation
Payment").  If Estimated Basic Costs exceeds actual Basic Costs
for such calendar year or partial calendar year, as applicable, then, within
thirty (30) days of sending the annual statement, Landlord, at its option, shall
either pay to Tenant or credit against the Base Rental next coming due the
excess of Tenant's Percentage Share of Estimated Basic Costs actually paid by
Tenant over Tenant's Percentage Share of actual Basic Costs for such calendar
year or partial calendar year, as applicable.  At the time Landlord
delivers such statements, or at any time thereafter but no more than twice
during each calendar year, Landlord also may deliver to Tenant a revised
Estimated Basic Costs statement for the current calendar year, in which case,
Tenant's Basic Cost for such calendar year shall be adjusted accordingly,
effective as of the date of the next regularly scheduled monthly payment of Base
Rental due hereunder that is due at least thirty (30) days after the date of
such statement so that the remaining monthly payments of Tenant's Basic Cost, as
adjusted, when added to the payments of Tenant's Basic Cost already made, will
be equal to the amount of Tenant's Basic Cost for such calendar year or partial
calendar year, as applicable, as determined by using Landlord's revised
Estimated Basic Costs."
 
 (m)           Section
4.1(a)(iv) of the Lease shall be amended by deleting the phrase "Basic Cost
Component set forth in Section 3.2(b)(i)" and substituting the phrase "Tenant's
Basic Cost" therefor.
  (n)           Section
5.4(b)(4) of the Lease shall be amended by deleting the phrase "Base Rental as
adjusted by the Base Rental Adjustment" therein and substituting the phrase
"Base Rental and Tenant's Basic Cost (as adjusted by Tenant's Basic Cost
Adjustment)" therefor.
  (o)           Section
6.4 of the Lease shall be amended by deleting the phrase "Base Rental and Base
Rental Adjustment" therein and substituting the phrase "Base Rental and Tenant's
Basic Cost (as adjusted by Tenant's Basic Cost Adjustment)"
therefor.
  5.           Parking.
 
 (a)           As
of the Expansion Date, the Section 6.15(a) and Section 6.15(b) of the Lease
shall be deleted in their entirety and the following substituted
therefor:
   7
  "(a)           At
all times during the Term, Landlord agrees to furnish and Tenant agrees to pay
for and lease, permits to park up to two hundred thirty-six (236) vehicles on an
unassigned basis (the "Unassigned Permits")
in the Garage and fifteen (15) reserved spaces designated by Landlord from time
to time in the Garage ("Reserved
Permits").  No specific spaces in the Garage are to be assigned
to Tenant for the Unassigned Permits, but Landlord may designate the area in
which the vehicles with Unassigned Permits may be parked, which designations may
change from time to time.  Additionally, Landlord will designate a
specific space in the Garage for each Reserved Permit, if any, to be issued by
Landlord to Tenant as provided herein, which designated space may be changed by
Landlord from time to time.  Landlord will issue to Tenant the
aforesaid number of parking stickers and/or cards each of which will authorize
parking in the Garage of a vehicle on which the sticker is displayed, or
Landlord will provide a reasonable alternative means of identifying and
controlling vehicles authorized to be parked in the
Garage.  Notwithstanding the foregoing, Landlord shall have the right
to relocate up to thirty-eight (38) of the Unassigned Permits leased pursuant to
this paragraph to the Camden Garage upon thirty (30) days written notice to
Tenant, and the Parking Rental for such relocated Unassigned Permits shall be
the then prevailing market rate (as may be determined by Landlord from time to
time in its sole discretion) for such additional Unassigned Permits in
comparable garages in metropolitan Houston, Texas.
  
 (b)           As
rental ("Parking
Rental") for the Unassigned Permits and the Reserved Permits
(collectively, the "Parking Permits"),
Tenant covenants and agrees to pay Landlord commencing on the Rent Commencement
Date and continuing thereafter throughout the Term, as additional rental
hereunder, the prevailing market rate (as may be determined by Landlord from
time to time in its sole discretion) for such Parking Permits in comparable
garages in metropolitan Houston, Texas, which rate is as of the Effective Date
deemed to be (i) the sum of $45.00 per month (plus any applicable sales tax) for
each of the Unassigned Permits to be issued by Landlord as herein provided, and
(ii) the sum of $75.00 per month (plus any applicable sales tax) for each of the
Reserved Permits to be issued by Landlord as herein provided, such sums to be
payable monthly in advance on the first day of each and every month during the
Term, and a pro rata portion of such sum shall be payable for any partial
calendar month in the event the Lease commences (or ends) on a date other than
the first (or last) day of a calendar month.  Tenant's obligation to
pay the Parking Rental shall be considered an obligation to pay Rent for all
purposes hereunder and shall be secured in like manner as is Tenant's obligation
to pay Rent.  Notwithstanding anything to the contrary provided
herein, (i) the Parking Rental as to eighty-one (81) of the Unassigned Permits
only shall abate from September 1, 2007 through and until December 31, 2007, and
(ii) the Parking Rental as to one hundred sixty-five (165) of the Unassigned
Permits only shall be the sum of $15.00 per month (plus any applicable sales
tax) and the Parking Rental as to the Reserved Permits shall be the sum of
$25.00 per month (plus any applicable sales tax) through July 31, 2015;
commencing on August 1, 2015 the Parking Rental for such Unassigned Permits and
the Reserved Permits shall be at the prevailing market rate as set forth in the
first sentence of this Section 6.15(b)."
 
 (b)           As
of the Expansion Date, the following sentence shall be added to the end of
Section 6.15(e):
   8
  "Notwithstanding the foregoing,
Landlord shall have the right to relocate any Unassigned Permits leased pursuant
to this paragraph above the ratio of 2.4 vehicles for each one thousand (1,000)
square feet of Net Rentable Area contained in the Refusal Space to the Camden
Garage upon thirty (30) days written notice to Tenant."
  6.           Renewal
Options.  As of the Expansion Date, Sections 7.1(a) and (b) of
the Lease shall be amended and restated in their entirety as
follows:
 
 "(a)           So
long as an Event of Default is not then continuing and subject to the provisions
of this Section 7.1, Tenant is hereby granted two (2) successive options (the
first such option, the "First Renewal Option"
and the second such option, the "Second Renewal
Option," each individually, a "Renewal Option," and
such options collectively, the "Renewal Options") to
renew the Initial Term as to all (but not part) of the Leased Premises
(including, except as provided in Section 7.2, any space added to the Leased
Premises pursuant to Section 7.2 for a period of five (5) years each (each
individually, a "Renewal Term" and
collectively, the "Renewal Terms"), but
in no event to exceed a maximum period in the aggregate of ten (10) additional
years.  The first Renewal Term (the "First Renewal Term")
shall commence at the expiration of the Initial Term and the second Renewal Term
(the "Second Renewal
Term") shall commence at the expiration of the First Renewal
Term.  Tenant must furnish Landlord with written notice of its intent
to exercise the Renewal Option no later than eleven (11) months prior to the
expiration of the Initial Term or the First Renewal Term, as applicable (the
"Intent
Notice").  If Tenant timely delivers the Intent Notice to
Landlord, Landlord shall no later than ten (10) months prior to the expiration
of the Initial Term or the First Renewal Term, as applicable, deliver to Tenant
written notice of the Market Base Rental Rate (defined below) as of the
commencement of the applicable Renewal Term and the Parking Rental for the
Parking Permits (if applicable pursuant to subsection (b)(ii)
below).  If Tenant timely furnished the Intent Notice to Landlord as
provided above, Tenant may exercise the applicable Renewal Option by delivering
written notice of such election (the "Election Notice") to
Landlord no later than thirty (30) days after receipt of Landlord's notice of
the Market Base Rental Rate.  If Tenant timely delivers the Intent
Notice and the Election Notice to Landlord, but at any time prior to the
commencement of the applicable Renewal Term an Event of Default has occurred,
Landlord, at its sole option during the continuance of such Event of Default,
may terminate Tenant's election to exercise such Renewal Option and such Renewal
Option and the subsequent Renewal Option (if any) shall expire and thereafter
shall not be exercisable by Tenant and Tenant shall have waived forever its
right to renew and extend the Term.  If Tenant fails to timely
exercise the applicable Renewal Option by failing to timely deliver the Intent
Notice or the Election Notice as provided above, the applicable Renewal Option
and the subsequent Renewal Option (if any) shall terminate automatically, and
Tenant shall have waived forever its right to renew and extend the
Term.
 
 (b)           The
renewal of this Lease pursuant to the exercise of the Renewal Option shall be
upon the same terms and conditions of this Lease (including, without limitation,
Tenant's obligation to pay Tenant's Basic Cost and Tenant's Basic Cost
Adjustment), except:
  i.
              the
      Base Rental Rate for the Leased Premises during the applicable Renewal
      Term shall be ninety-five percent (95%) of the Market Base Rental Rate for
      such Renewal Term as of the commencement of the Renewal Term; however, in
      no event shall the Base Rental Rate during such Renewal
    Term
   9
  be less
than the Base Rental Rate Tenant is obligated to pay under this Lease
immediately prior to the commencement of such Renewal Term.  Tenant
shall be obligated to pay the Tenant's Basic Cost and Tenant's Basic Cost
Adjustment pursuant to Article III of this Lease;
  ii.
              at
      the time of the Tenant's exercise of a Renewal Option, if Landlord is
      charging any tenants then entering into leases for office space in the
      Building for parking spaces in the Garage, Tenant shall pay Landlord, as
      Parking Rental, a monthly amount equal to the rates charged by Landlord or
      the operator of the Garage for parking in such location (taking into
      account whether such parking spaces are for regular or executive parking
      spaces) for monthly contract parking in the Garage multiplied by the
      number of Parking Permits leased by Tenant pursuant to this Lease, which
      Parking Rental shall be payable as provided in Section 6.15(b) of this
      Lease;
  iii.
              Tenant
      shall have no option to renew this Lease beyond the First Renewal Term if
      Tenant fails to exercise the Second Renewal Option as provided above, or,
      in any event, beyond the Second Renewal Term;
  and
  iv.
              the
      leasehold improvements will be provided in their then-existing condition
      (on an "as is" basis) at the time the applicable Renewal Term commences
      and Tenant shall not be entitled to any construction, buildout or other
      allowances with respect to the Leased Premises during such Renewal
      Term."
  7.           Right of
Refusal.  As of the Expansion Date, Sections 7.2(a), (b) and
(d) of the Lease shall be amended and restated in their entirety as
follows:
 
 "(a)           Landlord
hereby grants to Tenant an ongoing right of refusal (the "Right of Refusal")
during the Term to include under this Lease all or any portion of the space
which consists of the entirety of Floor 24, Floor 26 and Floor 29 and
approximately 16,451 square feet of Net Rentable Area on Floor 30 of the
Building as identified on Exhibit C
attached hereto, not already a part of the Leased Premises at the time of such
election (the "Expansion Space"),
subject to and upon the terms and conditions set forth in this Section
7.2.  Notwithstanding anything to the contrary contained in this
Lease, the Right of Refusal shall not apply to, and Landlord shall not be
obligated to comply with this Section 7.2 with respect to, any Expansion Space
for which the Refusal Space Rental Commencement Date (defined below) would occur
later than nine (9) months prior to the expiration of the Term.
 
 (b)           Notwithstanding
anything to the contrary contained herein, Tenant's Right of Refusal is and
shall be subject and subordinate to any renewal rights, expansion rights, rights
of refusal, rights of offer or similar rights or options (i) now held by any
tenant occupying space in the Building, or (ii) hereafter granted to any tenant
occupying any space in the Building under a lease (and any extensions or
renewals thereof or substitutions therefor) with respect to which (x) Tenant had
the right (as Tenant received the Refusal Notice [defined below] with respect
thereto from Landlord) but did not timely exercise its Right of Refusal, or (y)
Tenant would have had the right to exercise the Right of Refusal except for the
existence of an Event of Default (the "Superior
Rights").
  10
  
 (d)           The
Refusal Space leased by Tenant pursuant to this Section 7.2 shall be leased on
and subject to the following terms and conditions:
 
 i.
              The
      Base Rental Rate for such Refusal Space shall be the Market Base Rental
      Rate contained in the Refusal Notice, provided that during a Renewal Term
      (if Tenant exercises the Renewal Option in accordance with Section 7.1,
      occurring after the date the Refusal Space is added to the Leased
      Premises, that the Base Rental Rate during the Renewal Term shall be
      determined in accordance with Section 7.1.  Tenant shall be
      obligated to pay Tenant's Basic Cost and Basic Cost Adjustment as to the
      Refusal Space leased by Tenant in accordance with Article III of this
      Lease.
  ii.
              Any
      space for which Tenant elects to exercise its Right of Refusal under this
      Section 7.2 shall become part of the Leased Premises (but not the Initial
      Leased Premises) and, except to the extent expressly provided to the
      contrary in this Section 7.2 (including, without limitation, this
      subsection (d)), shall be subject to the terms of this Lease applicable
      thereto, and the term of this Lease shall commence for such Refusal Space
      upon the earlier to occur of (x) the first date of use or occupancy of all
      or any portion of the Refusal Space by Tenant for the purpose of
      conducting its business, or (y) sixty (60) days after the date such space
      is delivered to Tenant in an "as is" broom clean condition (the "Refusal Space Rental
      Commencement Date").  Landlord shall not be obligated to
      make any improvements to the Refusal Space and Tenant shall not be
      entitled to any construction, buildout or other allowance with respect
      thereto.
  iii.
              The
      term of this Lease shall expire for the Refusal Space upon the expiration
      of the Term for the Initial Leased Premises, unless as the result of
      Superior Rights such space is not available to be leased to Tenant through
      the expiration of the Term for the Initial Leased Premises (in which event
      such shorter term specified in the Refusal Notice shall apply to the
      Refusal Space).  In no event shall the Lease continue in force
      and effect as to the Refusal Space beyond the termination of the Lease as
      to the Initial Leased Premises."
  8.           Rooftop Cooling
System.
 
 Landlord
and Tenant acknowledge and agree that Landlord will make available to Tenant
space on the roof of the Building containing approximately fifty-three (53)
square feet for purposes of the installation and use of an independent cooling
system, which exact location Landlord shall identify in its sole
discretion.  Such independent cooling system shall be considered
"Additional Electrical
Equipment" as such term is defined in Section 4.1(v) of the Lease, and
the installation, use and maintenance of such equipment shall comply with all
the terms of the Lease related thereto.  Commencing on the Expansion
Date, Tenant shall pay a monthly amount equal to Five Hundred Thirty and No/100
Dollars ($530.00) in the manner required for the payment of Rent under the
Lease.  Upon termination of the Lease, Tenant shall be required to
remove the cooling system and related equipment at its sole
cost.
  11
  
 9.           Condition of First Amendment
Expansion Premises.
 
 Tenant
has made a complete examination and inspection of the First Amendment Expansion
Premises and accepts the same in its current condition, as-is, without recourse
to Landlord, and Landlord shall have no obligation to complete any improvements
to the First Amendment Expansion Premises or to provide any allowances with
respect thereto.  ADDITIONALLY, LANDLORD SHALL MAKE NO WARRANTIES,
EXPRESS OR IMPLIED, WITH RESPECT TO THE LEASEHOLD IMPROVEMENTS IN THE FIRST
AMENDMENT EXPANSION PREMISES.  ALL IMPLIED WARRANTIES WITH RESPECT
THERETO, INCLUDING BUT NOT LIMITED TO THOSE OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE, ARE EXPRESSLY NEGATED AND WAIVED.
 
 10.           Contingency.
 
 Landlord
and Tenant expressly agree that this Agreement is subject to and contingent upon
Landlord and Washington Mutual Bank, a federal association ("WaMu"), entering into
that certain Fifth Amendment to Lease Agreement ("WaMu Lease
Amendment"), whereby WaMu's lease of the First Amendment Expansion
Premises is terminated, on terms satisfactory to Landlord in its sole
discretion.  If the WaMu Lease Amendment is not fully executed and
delivered by each of Landlord and WaMu, each acting in their sole discretion,
within forty-five (45) days after the Effective Date, this Amendment shall
terminate automatically and be of no further force and effect.
 
 11.           Mold.
 
 Tenant,
at its sole cost and expense, will regularly monitor the Leased Premises for the
presence of mold or any conditions that reasonably can be expected to give rise
to mold, such as by way of example but not limitation, water damage, mold
growth, repeated complaints of respiratory ailments or eye irritation by persons
occupying the Leased Premises or any notice from a governmental authority of
complaints of indoor air quality at the Leased Premises.  If Tenant
discovers the existence of any mold or conditions referred to above, Tenant will
notify Landlord and retain an industrial hygienist or other professional mold
consultant to conduct an inspection and prepare a report for Tenant and
Landlord.  If the inspection report concludes that mold is present in
the Leased Premises and such presence is not due to actions, omissions or
negligence of Landlord, Tenant will be responsible for the cost of such
inspection and the cost of remediation.  If the inspection report
concludes that mold is present in the Leased Premises due to actions, omissions
or negligence of Landlord, Landlord will be responsible for the cost of such
inspection and the cost of remediation to the extent of Landlord’s
responsibility for the presence of mold at or within the Leased Premises.
Any  remediation plan will be subject to the approval of Landlord,
which approval will not be unreasonably withheld or delayed.  If the
inspection report concludes that mold is present in the Leased Premises, Tenant
will hire a contractor that specializes in mold remediation to prepare a
remediation plan for the Leased Premises.  Upon Landlord’s approval of
the plan, the contractor will promptly carry out the work contemplated
in
  12
  the plan
in accordance with applicable laws.  To the extent required by
applicable state or local health or safety requirements, occupants and visitors
to the Leased Premises will be notified of the conditions and the schedule for
the remediation. Landlord will have a reasonable opportunity to inspect the
remediated portion of the Leased Premises after completion of the remediation.
The contractor performing the remediation will provide a written certification
to Landlord and Tenant that the remediation has been completed in accordance
with applicable laws.
 
 12.           OFAC.
 
 (a)           Background:  Pursuant
to United States Presidential Executive Order 13224, entitled "Blocking Property
and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or
Support Terrorism" (the "Executive Order"),
and other related regulations, statutes and executive orders of the Office of
Foreign Assets Control ("OFAC") of the U.S.
Department of the Treasury, U.S. persons and entities are prohibited from
transacting business with persons or entities who, from time to time, are
determined to have committed, or to pose a risk of committing or supporting
terrorist acts, narcotics trafficking, money laundering and related
crimes.  Those persons and entities are identified on a list of
Specially Designated Nationals and Blocked Persons (the "List"), published and
regulated by OFAC.  The names, including aliases, of these persons or
entities ("Blocked
Persons") are updated frequently.  In addition, OFAC enforces
other Executive Orders which, from time to time, impose restrictions on
transactions with, or involving, certain countries.
 
 (b)           Certification:  Tenant
represents and warrants that (i) neither Tenant nor any person or entity that
directly owns 10% or greater equity interest in it nor any of its officers,
directors or managing members is a person or entity with whom U.S. persons or
entities are restricted from doing business under regulations of OFAC (including
those named on OFAC’s Blocked Persons List) or under the Executive Order or
other governmental action; (ii) Tenant is not acting, directly or indirectly,
for or on behalf of any person, group, entity or nation named by any Executive
Order or the U.S. Department of the Treasury as a terrorist, a Blocked Person on
the List, or other banned or blocked person, group, entity, nation or
transaction pursuant to any law, order, rule or regulation that is enforced or
administered by OFAC and that it is not engaged in this transaction, directly or
indirectly, on behalf of, or instigating or facilitating this transaction,
directly or indirectly, on behalf of any such person, group, entity or nation;
(iii) Tenant's activities do not violate the International Money Laundering
Abatement and Anti-Terrorist Financing Act of 2001 or the regulations or orders
promulgated thereunder (as amended from time to time, the "Money Laundering
Act"); and (iv) throughout the Term of the Lease, Tenant shall comply
with the Executive Order and the Money Laundering Act.
 
 13.           Notices.
 
 Effective
as of the Effective Date, Section 6.17 of the Lease shall be amended by deleting
the Landlord notice addresses in their entirety and substituting the following
therefor:
  13
  If
      to Landlord:
              
              FSP
      Phoenix Tower Limited Partnership
                c/o
      Franklin Street Properties Corp.
                401
      Edgewater Place, Suite 200
                Wakefield,
      MA 01880-6210
                Attn:  Asset
      ManagerWith
      a copy to:
              Hines
      Interests Limited Partnership
                3200
      Southwest Freeway, Suite 1200
                Houston,
      Texas  77027
                Attn:  Property
      Manager
 
 
 14.           BrokerageCommissions.
 
 Landlord
and Tenant each warrant to the other that it has not dealt with any broker or
agent in connection with the negotiation or execution of this Amendment other
than Newmark Knight Frank, whose commissions shall be paid by Landlord pursuant
to separate written agreement.  Tenant and Landlord
shall each indemnify the other against all costs, expenses, attorneys’ fees, and
other liability for commissions or other compensation claimed by any other
broker or agent claiming the same by, through, or under the indemnifying
party.
 
 15.           Full Force and
Effect.
 
 In the
event any of the terms of the Lease conflict with the terms of this Amendment,
the terms of this Amendment shall control.  Except as amended hereby,
all terms and conditions of the Lease shall remain in full force and effect, and
Landlord and Tenant hereby ratify and confirm the Lease as amended
hereby.  The Lease, as amended herein, constitutes the entire
agreement between the parties hereto and no further modification of the Lease
shall be binding unless evidenced by an agreement in writing signed by Landlord
and Tenant.
 
 16.           Counterparts.
 
 This
Amendment may be executed in multiple counterparts, each of which shall
constitute an original instrument, but all of which shall constitute one and the
same agreement.
 
 
 [END OF PAGE; SIGNATURE PAGE
FOLLOWS.]
  14
  
 EXECUTED
as of the Effective Date set forth above.
 
 
 LANDLORD:
 
 FSP PHOENIX TOWER LIMITED
PARTNERSHIP,a Texas limited partnership
 
 By:           FSP
Property Management LLC,
 a Massachusetts limited liability
company,
 its asset manager
 
 By:/s/ Leo H. Daley Jr.
 Name:  Leo H. Daley Jr.
 Title: VP - Regional Director
 
 
 
 TENANT:
 
 PERMIAN MUD SERVICE,
INC.,
 a Texas
corporation
 
 By:/s/ Steven J. Lindley
 Name:
Steven J. Lindley
 Title:
President
 
  15
  EXHIBIT
A
 
 FIRST AMENDMENT EXPANSION
PREMISES
 26,072
NRA
   
   16
  EXHIBIT
B-1
 
 TENANT IMPROVEMENTS WORK
SCHEDULE
  The
provisions of this Exhibit B-1 shall
apply to any and all alterations or physical additions to the Leased Premises
(including the First Amendment Expansion Premises).  All alterations
and physical additions to the Leased Premises (including the First Amendment
Expansion Premises) shall be done at Tenant's sole cost and expense, except as
specifically provided in Article III of this Exhibit B-1, and are
herein called the "Tenant
Improvements".  The Tenant Improvements must include the
Building Standard Improvements.  "Building Standard"
shall mean such materials and improvements as are currently being used by
Landlord in the base Building and the Building Standard Improvements (as defined
in Exhibit B-2
attached hereto), or materials of comparable quality as may be substituted
therefor by Landlord.  Capitalized terms used herein that are not
defined herein shall have the same meaning given to such terms in the
Lease.
  Article
I
 
 Landlord and Tenant
Pre-Construction Obligations
 
 1.
                Tenant Space
      Plan.  If Tenant desires to undertake the Tenant
      Improvements, Tenant will deliver to Landlord a detailed space plan
      containing the information described in Article V of this Exhibit B-1,
      together with other relevant information and written instructions relating
      thereto (said space plan and other information and instructions being
      herein called the "Tenant Space
      Plan").
 
 2.
                Landlord
      Review.  Landlord will review the Tenant Space Plan to
      confirm that the Tenant Improvements contemplated thereby (i) conforms
      with or exceeds the standards of the Project and the requirements listed
      in Article V of this Exhibit B-1,
      and (ii) will not impair the structural, mechanical, electrical or
      plumbing integrity of the Project.  Landlord shall either
      approve or disapprove the Tenant Space Plan within fifteen (15) days after
      the date Landlord receives the Tenant Space Plan.  If Landlord
      does not approve the Tenant Space Plan, Landlord will inform Tenant in
      writing of its objections and Tenant will revise the same and deliver a
      corrected version to Landlord for its approval within ten (10) days after
      the date Tenant receives Landlord's disapproval notice.  The
      approval and revision process for the revised Tenant Space Plan shall be
      the same as described in the previous two
  sentences.
 
 3.
                Tenant Working
      Drawings.  After the Tenant Space Plan has been approved
      by Landlord, Tenant shall cause working drawings (the "Tenant Working
      Drawings") of the Tenant Improvements to be prepared and shall
      deliver the same to Landlord for its approval within ten (10) days after
      the date of Landlord's approval of the Tenant Space Plans.  The
      Tenant Working Drawings shall consist of complete sets of plans and
      specifications, including detailed architectural, structural, mechanical,
      electrical and plumbing plans for the Tenant Improvements.  The
      Tenant Working Drawings shall be substantially consistent with the Tenant
      Space Plan without any material changes.  The Tenant Working
      Drawings shall be prepared at Tenant's expense by architects and engineers
      selected by Tenant and approved by Landlord.  The approval
      process for the Tenant
      Working Drawings shall be identical to the approval process for the Tenant
      Space Plan described in paragraph 2 of this Article
    I.
  17
 
 Article
II
 
 Selection of a Contractor
and Construction of Tenant Improvements
 
  1.
                Bid
      Letting.  Tenant shall promptly submit the approved
      Tenant Working Drawings to Landlord's contractor (the "Building
      Contractor") and, if Tenant chooses, to any other reputable
      contractor(s) selected by Tenant and reasonably agreed to by Landlord (the
      "Tenant
      Contractor(s) ") for pricing.   Within twenty (20)
      days of the date Tenant submits the bid proposals to the contractor(s),
      Tenant shall review the bid proposals and construction schedules received
      by such date.
  2.
                Selection of
      Bid.  Tenant may negotiate with the Tenant Contractor(s)
      and Landlord agrees to assist Tenant in its negotiation with the Building
      Contractor, but in any event Tenant shall accept one of the bids and enter
      into a contract with the selected contractor within five (5) days after
      the date Tenant receives the bid proposals.  Tenant agrees to
      notify Landlord promptly of its
decision.
  3.
                Building Contractor -
      Construction Coordination.  If Tenant accepts the
      Building Contractor's bid, then Landlord shall supervise and manage
      construction and completion of the Tenant Improvements by the Building
      Contractor in accordance with the Tenant Working Drawings; provided,
      however, Landlord shall not be required to install any portion of the
      Tenant Improvements which does not conform to any applicable regulations,
      laws, ordinances, codes or rules.  Such conformity shall be the
      obligation of Tenant.
  4.
                Tenant Contractor -
      Construction Coordination.
 
  (a)
                If
      Tenant accepts a Tenant Contractor's bid, then the Tenant Contractor shall
      (and its contract shall so
provide):
  (i)
                conduct
      its work in such a manner so as not to unreasonably interfere with other
      tenants, Project operations, or any other construction occurring on or in
      the Project or the Leased Premises;
  (ii)
                execute
      a set of and comply with the Contractor Rules and Regulations attached
      hereto as Exhibit B-3 and
      comply with all additional rules and regulations relating to construction
      activities in or on the Project as may be reasonably promulgated from time
      to time and uniformly enforced by Landlord or its
  agents;
  (iii)
                maintain
      such insurance and bonds in force and effect as may be reasonably
      requested by Landlord or as required by applicable law (but in any event
      said bonds shall be in amounts equal to the full value or cost of the work
      being done by the Tenant Contractor);
and
   18
  (iv)
                be
      responsible for reaching an agreement with Landlord and its agents as to
      the terms and conditions for all contractor items relating to the
      conducting of its work including, but not limited to, those matters
      relating to hoisting, systems interfacing, use of temporary utilities,
      storage of materials, access to the Leased Premises and the Project and
      the purchase and return of Building Standard as well as other reusable
      materials.
  (b)
                Landlord
      shall have the right to approve all subcontractors to be used by the
      Tenant Contractor, which approval shall not be unreasonably withheld as
      long as such subcontractors satisfy the requirements of this paragraph
      4.
  (c)
                As
      a condition precedent to Landlord permitting the Tenant Contractor to
      commence the Tenant Improvements, Tenant and the Tenant Contractor shall
      deliver to Landlord such assurances or instruments as may be reasonably
      requested by Landlord to evidence the Tenant Contractor's and its
      subcontractor's compliance or agreement to comply with the provisions of
      this paragraph 4.
  5.
                Tenant Contractor - Hold
      Harmless.  Tenant shall indemnify and hold harmless
      Landlord, its agents, contractors (including Building Contractor) and any
      mortgagee of Landlord from and against any and all losses, damages, costs
      (including costs of suit and attorneys' fees), liabilities or causes of
      action for injury to, or death of, any person, for damage to any property
      and for mechanic's, materialmen's or other liens or claims arising out of
      or in connection with the work done by Tenant Contractor (and Tenant
      Contractor's subcontractors and sub-subcontractors) under its contract
      with Tenant.
 
 6.
                Tenant Contractor - Mechanic's
      and Materialmen's Liens.  Tenant shall notify in writing
      all materialmen, contractors, artisans, mechanics, laborers and other
      parties hereafter contracting with Tenant for the furnishing of any labor,
      services, materials, supplies or equipment with respect to any portion of
      the Leased Premises that they must look solely to Tenant for payment for
      same and shall simultaneously send copies of all such notifications to
      Landlord for its review.  Should any mechanic's or other liens
      be filed against any portion of the Project, including the Leased
      Premises, by reason of Tenant's or Tenant Contractor's acts or omissions
      or because of a claim against Tenant or Tenant Contractor, Tenant shall
      inform Landlord of such lien immediately and cause the same to be canceled
      or discharged of record by bond or otherwise within twenty (20) days after
      receipt of notice by Tenant.  If Tenant fails to cancel or
      discharge the lien within said twenty (20) day period, Landlord may, at
      its sole option, cancel or discharge the same and upon Landlord's demand,
      Tenant shall promptly reimburse Landlord for all costs (including
      attorneys' fees) incurred in canceling or discharging such
      liens.
 
 7.
                Construction Management Fee;
      Payment of Landlord.  Tenant shall be responsible for
      paying to Landlord a construction management fee equal to five percent
      (5%) of the cost of the Tenant Improvements.  Tenant shall pay
      to Landlord all amounts payable by Tenant pursuant to this Exhibit B-1
      within ten (10) days after billing by Landlord.  Statements or
      invoices may be rendered by Landlord during the progress of the Tenant
      Improvements so as to enable Tenant to pay the Building Contractor,
      subject to the terms of Article III of this Exhibit B-1,
      without advancing Landlord's funds to pay the cost of the Tenant
      Improvements.
  19
  
 8.
                Default.  The
      failure by Tenant to comply with the provisions of paragraphs 4, 5, 6 or 7
      of this Article II shall constitute a default by Tenant under the terms of
      Section 6.8of the Lease and
      Landlord shall have the benefit of all remedies provided for in the
      Lease.
 
 9.
                Change Orders. Tenant
      may authorize changes in the Tenant Improvements; provided that any
      changes must meet the criteria set forth in Article I of this Exhibit
      B-1.  Tenant shall also be responsible for any delays or
      additional costs caused by such change
orders.
 
 10.
                As-Built Plans and Certificate
      of Occupancy.  Upon completion of the Tenant
      Improvements, Tenant shall deliver to Landlord a copy of the as-built
      plans and specifications for the Tenant Improvements in both electronic
      and hard copy format, and (if required pursuant to applicable laws, codes,
      rules and regulations) a permanent, unconditional certificate of occupancy
      issued by the City of Houston with respect to the Tenant Improvements,
      within thirty (30) days of completing the same.  Upon receipt,
      Landlord will transfer such plans to Landlord's master plans at a cost to
      be borne by Tenant.
 
 Article
III
 
 Monetary
Matters
 
  1.
                Landlord's
      Contribution.  Tenant shall be responsible for all costs
      and expenses incurred in connection with the Tenant Improvements,
      including those costs and expenses associated with the preparation of
      architectural and engineering plans.  However, Landlord shall
      pay an amount equal to Thirty and No/100 Dollars ($30.00) per square foot
      of Net Rentable Area contained in the First Amendment Expansion Premises
      and an amount equal to Two Dollars and 67/100 ($2.67) per square foot of
      Net Rentable Area contained in the Existing Premises ("Landlord's
      Contribution") for the costs of the Tenant Improvements, including
      relocation costs, architectural fees and construction management fees, in
      accordance with the provisions of this Article III; provided that, Tenant
      shall not have the right to use Landlord's Contribution for furniture,
      fixtures or equipment.  In addition to the Landlord's
      Contribution, Landlord shall pay an amount equal to Ten Cents ($0.10) per
      square foot of Net Rentable Area contained in the First Amendment
      Expansion Premises for the reimbursement of costs associated with test
      fitting the First Amendment Expansion Premises.  Landlord shall
      also provide, at its sole cost and expense, new ceiling tile which will be
      stacked on the floor of the First Amendment Expansion Premises for use by
      Tenant.  Up to One Hundred Eighty Thousand and No/100 Dollars
      ($180,000.00) of Landlord's Contribution may be applied towards Tenant's
      payment of Base Rental first coming due for the First Amendment Expansion
      Premises.
  2.
                Payment of Building
      Contractor.  If Tenant elects to have the Building
      Contractor construct the Tenant Improvements, Landlord shall pay to the
      Building Contractor the Landlord's Contribution as it becomes
      due.  Once the Landlord's Contribution has been paid in full by
      Landlord, Tenant shall pay all remaining costs and expenses incurred in
      connection with the Tenant
Improvements.
   20
  3.
                Payment of Tenant
      Contractor.  If Tenant elects to have Tenant Contractor
      construct the Tenant Improvements, Tenant shall pay all billed costs as
      construction progresses and Landlord shall, upon presentation by Tenant of
      proof of payment reasonably acceptable to Landlord (including, but not
      limited to, paid invoices, copies of cancelled checks and lien waivers),
      pay to Tenant a portion of Landlord's Contribution equal to the amount
      paid by Tenant to Tenant Contractor; however, in no event shall Landlord
      be required to pay to Tenant an amount in the aggregate greater than
      Landlord's Contribution.
  4.
                Unpaid
      Amounts.  If any portion of Landlord's Contribution
      remains unpaid after the Tenant Improvements have been completed or by
      December 31, 2012, such unpaid amount shall be retained by
      Landlord.
  Article
IV
 
 Minimum Information Required
of Tenant Space Plan
 
  Tenant
shall provide to Landlord a Tenant Space Plan that contains architectural,
mechanical, electrical and plumbing plans prepared and stamped by a licensed
architect or engineer, as the case may be, indicating:
  1.           Location
and type of all partitions.
  2.           Location
and types of all doors indicating hardware and providing a keying
schedule.
  3.           Location
and type of glass partitions, windows, doors, and framing.
  4.
                Location
      of telephone equipment room accompanied by a signed approval of the
      telephone company.
  5.           Critical
dimensions necessary for construction.
  6.
                Location,
      circuit number and specifications of all electrical devices, outlets,
      switches, telephone outlets, etc.
  7.           Location
and type of all lighting and access control systems.
  8.
                Location
      and type of equipment that will require special electrical
      requirements.  Provide manufacturers' specifications for use and
      operation.
  9.           An
electrical load analysis for all electrical services.
  10.
                Location,
      weight per square foot and description of any exceptionally heavy
      equipment or filing system exceeding 50 psf live
  load.
  11.           Location,
type and specifications of the HVAC distribution systems and
controls.
  12.
                Requirements
      for special air conditioning or ventilation, including equipment
      placement, specifications and calculations provided by a professional
      engineer to confirm existing building conditions will not be adversely
      affected by the addition of any proposed
  equipment.
  13.           Type
and color of floor covering.
  14.           Location,
type and color of wall covering.
  15.           Location,
type and color of paint and/or finishes.
   21
  16.           Location
and type of plumbing, including special sprinklering requirements.
  17.           Location
and type of kitchen equipment.
  Details
Showing:
  1.           All
millwork with verified dimensions and dimensions of all equipment to be
built-in.
  2.           Corridor
entrances.
  3.
                Bracing
      or support of special walls, glass partitions, etc., if
      desired.  If not included with the Tenant Space Plan, the
      Building architect will design, at Tenant's expense, all support or
      bracing required.
  [End of
Page]
   22
  EXHIBIT
B-2
  SCHEDULE OF BUILDING
STANDARD IMPROVEMENTS
  "Building Standard
Improvements" shall mean the following leasehold
improvements:
  Item
                Manufacturer
                DescriptionHead
      Track
                Raco
                PR-21Mullion
      Cap
                Raco
                PR-1
      BronzeCove
      Base
                Roppe
                93
      black/brown; 2.5" no toeCeiling
      Tile
                Armstrong
      (NEW)
                584B
      Fissured 2'x2' – WhiteArmstrong
                2'x2'
      Cortega Minatone #2195 – WhiteUSG
                2'x2'
      #56704 – WhiteCeiling
      Grid
                Armstrong
                Silhouette
      – WhiteChicago
                Suspended
      metallic T-grid – WhiteDoors
                Buell
      Door Company
                103-7/8"
      x 35.75"x1.75" solid core, white ash, premortizedDoor
      Frame
                VT
      Industries
                Bronze
      anodized aluminumDoor
      Hinge
                Stanley
                #F179-US26
      – ChromeDoor
      Closure
                Yale
                #3283
      – BronzeDoor
      Lockset
                Sargent
      (NEW)
                8255LNB26
      MORTISEYale
      (OLD – Not Used)
                MOR8707-US32
      with Corbin cylinder – ChromeDoor
      Latchset
                Sargent
      (NEW)
                8215LNB26
      MORTISE PASSAGEYale
      (OLD – Not Used)
                MOR-8701-32  (Passage
      type setDoor
      Stop
                TrimCo
                1211
      Polished Chrome – Floor MountIves
      Schlage
                407
      1/2 B26 – Wall MountWindow
      Blinds
                Levelor
                1"
      #64 Aluminum - RivieraLight
      Fixtures
                Lightolier
      (NEW)
                QHE2GPFOP317
      High Efficiency Indirect 3 lamp fixtureLithonia
                2PM4GD332-18D-277-ES-APB
      2'X4' 18 cell parabolicExit
      Light
                McPhilben
      LED Edge-Lit
                ER45VX
      Single & Double Sided
 
  23
  
 Item
                Manufacturer
                DescriptionPrescolite
      (OLD)
                EX1R-277-TM
      for single sidedPrescolite
      (OLD)
                EX2R-277-TM
      for double sidedNew
      LEC type submitted for ownership approval – 6/2007Elevator
      Lobby Lighting
                Icaro
                ArtemideLamps
                Sylvania
                FO32/735/ECO/RS
      OctronOutlets
                Leviton
                Decora
      16252-W duplex; whiteSwitches
                Leviton
                Decora
      5601-2W white rocker with framePass
      & Semour
                26011GRY
      gray rocker switchWall
      Plates
                Leviton
                Decora
      80401-W whiteLeviton
                Decora
      80401-Gry grayMotion
      Sensors
                LevitonHVAC
      Grilles
                Metalaire
                2'x2'
      Series 700 Model PCS-AB-5Thermostat
      Covers
                Powers
                192-352EThermostats
                Powers
                192-2030;
      DA stats are on all interior spaces, RA stats are on all exterior
      spaces.Level
      9 Seating Area
                Sofas
                Brayton
      Ebony on maple, grade 12 with Design Tex 1598-902
fabricChairs
                Brayton
      Ebony on maple with Architex Circa 1914 fabricTable
                Nucraft
      30"x30"x24" black matte on walnut with Rossa Perrino granite
      insert.Bench
                Nucraft
      72"x20"x18" black matte on walnut with Architex Circa 1914
      fabricCarpet
                Shaw
      Baronet; style 50791; Shadow GreyBorder
      Carpet
                Shaw
      Scepter; style 50391; ThunderAccent
      Carpet
                Shaw
      Scepter; style 50391; Saffron
 
  24
  
 Item
                Manufacturer
                DescriptionLevel
      9 & 1
                Elevator
      Lobby Carpet
                Karastan
      Tribeca KC106; 314 RoccoLevel
      9 Dining Area
                Carpet
                Constatine
      Gesture Tile C139J27 BlackBase
                Allstate
      #47Elevator
      Panels
                Accutrac
                Architex
      Tech III T925; Brentano Metal Burlap #2577-04.Elevator
      Cab
                Carpet
                Karastan
      Haussmann Blvd. KC102; 00314 Rue De LondresElevator
      Lobbies
                Wall Covering (CURRENTLY
      BEING CHANGED)
                DesignTex
      Infinity; stock 5323803Carpet
                Atlas-Via
      Cortina; MT161137A; Grey and PeachBorder
      Carpet
                Atlas-Aubrege;
      S-169371; GreyCommon
      Corridors
                Wall
      covering
                DesignTex
      Gamine; stock 6168804Carpet
                Atlas-Via
      Cortina; MT161137A; Grey and PeachWomen's
      Restroom
                Koroseal
                Desert
      Sand Silk 5921-27Men's
      Restroom
                Koroseal
                Desert
      Sand Silk 5921-27Janitor
      Sink
                SinkFaucetLavatory
                Sink
                Kohler
      Caxton 2210-0Faucet (CURRENTLY BEING
      CHANGED to hands-free type)
                Speakman
      Commander SC3044-D75 polished chrome with blade
handles.Insulation
                  
                  Front
      Skirt
                Bocar
      model C500 R trap wrap vinyl p-trap kit white.
                  
                  Wilsonart
      #6257 (419) Natural Aluminum (Brushed).Soap
      DispenserPaper
      Towel Dispenser
                Bobrick
                B-43944
      ConturaWaste
      Receptacle
                Bobrick
                B-277
      Contura
 
  25
  
 Item
                Manufacturer
                DescriptionPartitions
                Metpar
                Ceiling
      Hung ForumHardware
                Sanymetal
      # 2018 and 2019 for concealed latch and handle.(no
logo)Toilet
      Tissue Dispenser
                Bobrick
                B-2840Toilet
      Seat Cover Dispenser
                Bobrick
                B-221Urinal
                Bowl
                Kohler
      Burdon Lite 4960-T-0Flush
      Valve
                Sloan
      Royal 186-1Water
      Fountain
                
                Elkay
      Model EBFATL-8 two station wall mount stainless steel
    cabinet.Water
      Closet
                Bowl
                Kohler
      Kingston 4330-0Seat
                Bemis
      1955C whiteFlush
      Valve
                Sloan
      Royal 110Sanitary
      Napkin DispenserCeramic
      TileWalls
                American
      Olean Dusty Rose A-76Walls
                American
      Olean Sepia A-49Floor
                American
      Olean White Pepper A-12Grout
                CoffeeFloor
      VCT
                Solid
      Pattern
                Armstrong
      Standard Excelon # 51928 Willow Green.Border
      Pattern
                Armstrong
      Standard Excelon #51906 Teal.Fire
      Extinguisher Cabinet
                J.L
      Industries
                Model
      2026, recessed, white cabinet.Fire
      ExtinguishersFire
      System Strobes
                Notifier
                Gentex
      Commander Series HS 24; WhiteSprinkler
      Heads
                Reliable
                Model
      G4a Recessed Sprinkler.Signage
                As
      directed ManagementKeys
                SCHLAGE
                EVEREST
      D123 (Restricted)
 
   26
  EXHIBIT
B-3
  CONSTRUCTION RULES &
REGULATIONS
  I.
                INTRODUCTION
 
 The
intent of these Rules and Regulations is to establish working criteria for all
construction and/or maintenance activity that may take place at the
Property.
  II.
                WORK
      APPROVAL
 
 All
drawings, contractors, subcontractors and material must be approved though the
Property Management Office prior to the start of work.
  III.
                PERMITS/CERTIFICATES
 
 Prior to
a tenant space being scheduled for renovation or demolition, a permit is
required by the City Building Department.  In order to comply with
City Ordinance and Texas Department of Health rules, a Building asbestos
inspection will be mandatory.  As part of the submitted plans to the
city in order to obtain a permit, it is now required an asbestos survey be
submitted, which must be performed by the owner approved licensed asbestos
inspector.  All Building materials that may be impacted as part of the
renovation or demolition process are to be sampled.
 
 1.
                In
      response to Senate Bill SB-509, Contact Property Management Office for
      approved licensed asbestos
inspector.
 2.
                Supply
      results of the test to Property Management
  Office.
 
 Permits
and Licenses necessary for the completion of work shall be secured and paid for
by the Contractor.  A copy of all permits will be posted at all times
in a readily accessible area at the construction site.  Upon
completion of work, the contractor shall immediately supply to Landlord the
following items:
  
 1.
                Certificate
      of Occupancy
 2.
                Operations
      and Maintenance Manuals, when
applicable
 3.
                As-Built
      drawings in electronic and hard copy
format
 4.
                Copies
      of all permits related to the jobs
 5.
                MSDS
      Binder
 6.
                NEBB
      Certified Air Balance Reports, as approved and accepted by the Property
      Management Office
 7.
                Full
      Releases of Liens
  27
  A copy of
these Rules and Regulations, acknowledged and accepted by the General
Contractor, must be posted on the job site in a manner allowing easy access by
all workers.  It is the General Contractor's responsibility to
instruct all subcontractor workers to familiarize themselves with these
rules.
  IV.
                INSURANCE
 
 Prior to
the commencement of work, Contractor shall provide Landlord a certificate of
insurance in compliance with the requirements outlined in Schedule 1, attached
to this Exhibit
B-3, for themselves and each of the subcontractors.
  V.
                CONSTRUCTION
      SCHEDULES
 
 Prior to
commencement of work, the architect / contractor shall prepare and submit a
project schedule to the Property Management Office.  The schedule must
be in the Microsoft Project format and indicate material lead times and the
start and finish dates of each trade.  The architect / contractor
shall keep the schedule current, as required by the conditions of the
work.
  VI.
                WORKERS'
      CONDUCT/CONSTRUCTION
PRACTICES
 
 The
General Contractor and all subcontractors are required to comply with all base
Building specifications.  A copy of the base Building specifications
can be reviewed at the Property Management Office by appointment.
  If
any work is found to not comply with the aforementioned specifications, the
Contractor will be responsible for making the necessary changes in order to
comply.  Any such changes that are made will be at the Contractor's
expense.
 
 No
alcohol, drugs or persons under the influence are admissible on the premises at
any time.
 
 Pursuant
to the City of Houston Tobacco Smoking Ordinance, there will be no smoking
permitted in the Building.
 
 No
abusive language, actions or radios will be permitted.  It will be the
responsibility of the General Contractor to enforce this regulation on a
continual basis.
 
 Contractor
shall confine the use of the premises to the designated construction work area
so as not to disturb other tenants in the Building.
  28
  Workers
in an occupied lease space must wear a uniform that clearly identifies their
employer.
 
 The
carrying of firearms of any kind in any leased premises, the Building of which
such premises are situated, any related garage, or any related complex of
buildings of which the foregoing are in part, or any sidewalks, drives, or other
common areas related to any of the foregoing, is prohibited except in the case
of unconcealed firearms carried by licensed security personnel hired or
contracted for by tenants for security of their premises as permitted by such
tenants for security of their premises as permitted by such tenants leases or
otherwise consented to by Landlord in writing.
 
 a.
                Noisy
      Work
 Any work
that has the potential to disrupt normal business activity must be performed
outside Building Operating Hours.  Examples of this type of work
include, but are not limited to, the following:
 
 1)
                Drilling
      or cutting of concrete floors or structural
  members
 2)
                Any
      work in which machine noise or vibration may disrupt normal office
      procedures
 3)
                Material
      stocking, demolition and trash
removal
 4)
                Any
      work requiring access to occupied tenant space; in such cases, please
      allow ample time for coordination with affected
  tenant
 
 b.
                Common
      Areas
 Contractor
will take necessary precautions to protect existing property, (i.e. walls, wall
coverings, carpet, floors, furniture and fixtures) and shall repair or replace,
without cost to Landlord, any damage that may occur as a result of construction
work.
 
 c.
                Dusty
      Work
 Contractor
will notify the Property Management Office prior to commencement of extremely
dusty work (i.e. sheet rock cutting, sanding, extensive sweeping, etc.) so that
arrangements may be made for additional filtering capacity on the affected HVAC
equipment.  Contractor will absorb the costs associated with
additional filtering and returning the equipment to its original working order
(i.e. coil cleaning and filter change-out).  Contractor is responsible
for the removal of all construction-related trash.  Any special
accommodations should be coordinated with the Property Management
Office.
 
 d.
                Sanitary
      Facilities
 Sanitary
facilities will be furnished to Contractor by Landlord.  Contractor
shall use only those facilities especially designated by the Property Management
Office.
 
  29
  e.
                Clean
      Up
 Contractors
shall at all times keep the site free from the accumulation of waste material
and debris.  Upon completion of work, tools, scaffolding, surplus
materials and debris shall be removed and the site left "broom
clean".  The Building's rest room facilities are not to be used for
the cleaning of tools or paint materials.
 
 Any and
all existing materials removed and not reused in the reconstruction, except as
directed by the Property Management Office, shall be disposed of by the General
Contractor as waste or unwanted material.  Materials that may be
reused should be referred to the Property Management Office prior to
disposition.
 
 All
projects must be swept / vacuumed, trash properly disposed of, and the materials
organized on a daily basis.  The final cleanup by the General
Contractor shall encompass corridor and lease space light fixtures, walls,
floors, windows, sills, mini blinds, cabinets, counters, HVAC diffusers or
grilles, or blank off plates, mechanical / electrical rooms, rest rooms and/or
any area associated with the project.  If Landlord is forced to clean
the job site, a justified value, including but not limited to a management fee
not to exceed five percent (5%) of the actual costs thereof, will be deducted
from the contract or billed in addition thereto.
 
 VII.
                Summary of Indoor Air
      Quality Requirements and Recommendations During
      Construction
 
 REQUIRED
      PRACTICES OF THE CONTRACTOR:
 
 1.
                Provide
      documentation on product specifications having the potential for chemical
      emission (for example, paints, epoxies, sealants, adhesives, varnishes,
      etc.).  Provide a detailed schedule, including dates / times, of
      the demolition and application of such
products.
 2.
                In
      addition to the existing air handling unit filter bank, a "construction"
      filter will be added to each unit on the floor and within the construction
      area.  See Building engineer for specifications of filter
      media.
 
 VIII.       ASBESTOS
 
 Some
material used in the construction of the Building contains asbestos. These
materials are present in certain limited areas.  You should assume the
work your company will perform in the Building may potentially damage, disturb
or erode the material unless you have been given specific information to the
contrary.  Specific information can be obtained from the Property
Management Office.  Contractor is required, at all times, to comply
with all safety laws and regulations of all governmental bodies, including, but
not limited to, regulations of OSHA and the EPA.
 
 Contractor
will ensure that all materials used in current construction or remodeling are
free of asbestos containing materials.  Contractor will provide MSDS
information for all
  30
  materials
used and will provide a letter to property manager certifying all materials used
are free of asbestos containing materials.
 
 IX.           ELECTRICAL
PANEL CHANGES
 
 All
additional electrical circuits, panels and associated metering devices will be
appropriately marked as to the area and or equipment serviced by the circuit(s)
in question.  Electrical panel schedules shall be completed and
approved by the Property Management Office.  All electrical panels,
junction or pull boxes which have covers or doors removed, or any new electrical
panels that are installed, shall be fully covered, closed or
replaced.
 
 X.           HVAC
 
 a.
                Buildout
      Requirements
 The
mechanical contractor shall deliver to Landlord a certified air balance report,
which will verify air flow delivery per the construction drawing and be able to
demonstrate to Landlord that all thermostats function correctly and are properly
calibrated, and that the system performs in a manner acceptable to the Property
Management Office.  Any air balance report will not be considered
acceptable until approved by the Property Management Office.
 
 The
contractor shall perform a complete balance of the air handler and all
associated zones noting air velocity in CFM for each zone outlet, and the total
AHU air velocity (pre and post construction) in CFM as obtained via traversing
all of the main supply ducts in the mechanical room.  The air balance
for the new tenant shall not adversely affect the surrounding
tenants.
 
 All flex
ducts must be externally insulated and cannot exceed six feet in
length.  Duct tap cut-outs not used shall be covered with a duct plate
and insulation.
 
 The
contractor is responsible for the proper function of all zone thermostats and
EMS sensors and, if required, the removal and safe storage of all thermostats
and EMS temperature sensors during the course of the construction.  If
the construction requires the relocation of thermostat(s) to an adjacent office,
this shall be coordinated with the Building engineering department at the
Contractor's expense.
 
 b.
                Air Handler Operation
      During Construction
 Requests
for overtime HVAC shall be made in writing by the tenant.
 
 The
Contractor is responsible for confirming the status of the HVAC system prior to
conducting any work potentially impacted by the HVAC system status (ex. spray
painting).
 
  31
  LANDLORD
WILL NOT BE RESPONSIBLE FOR ANY DAMAGE RESULTING FROM THE OPERATING STATUS OF
THE HVAC SYSTEM REGARDLESS OF WRITTEN REQUESTS FOR OPERATION DURING SPECIFIED
TIMES.
 
 The
Contractor shall not place air handler units in hand operating
mode.
 
 XI.           FLOOR
PENETRATIONS
 
 All floor
penetrations must be x-rayed prior to coring.  All floor cores shall
be caulked, cemented or filled (immediately upon coring or discovery) with
materials that are fire rated and match specifications of the original floor
composition.  The Property Management Office must approve any variance
in advance.
 
 XII.          WELDING
/ CUTTING TORCH USE
 
 At no
time is any welding, cutting torch or any open flame tool to be used in the
Building without prior approval from Management. If approval is granted, the
Contractor must coordinate the timing with the Management Office and Engineering
Manager and must have an appropriate fire extinguisher present in the work area
at all times that the equipment is in use.
 
 XIII.        USE
OF VARNISHES / LACQUER IN THE BUILDING
 
 No
varnishes, lacquers or odor producing products are to be used in the Building
without prior approval of the Management Office.  It is recommended
that this type of work be done off premises.
 
 XIV.        LIGHT
BULBS AND BALLASTS
 
 Contractor
is responsible for insuring that all light fixtures in the work area are working
properly and are fully operational and cleaned upon job
completion.  This includes replacement of tubes, bulbs and ballasts
(in the same color and style as those existing) as required in light fixtures
that are replaced, added or repositioned.
 
 XV.         LOCK
AND KEY WAYS
 
 Only
Building Standard locks and keyways are to be installed in the leased
premises.
 
 XVI.        HAZARDOUS
MATERIALS
 
 Hazardous
materials may not be brought onto, or stored, on the premises unless written
permission is obtained from the Property Management
Office.  Permission will not be given unless such material is properly
stored in appropriate containers, (i.e., flammable liquid cabinet), and all
required permits are obtained from the City of Houston.  Hazardous
materials include, but are not limited to, the following:
 
  32
  Flammable
Liquids                                                     Combustible
Metals
 Cryogenics                                                      Oxidizing
Agents
 Pressurized
Gases                                                      Flammable
Solids
 Liquefied
Gases                                                        
Radioactive Materials/Explosives
 
 Contractor
shall provide to the Property Management Office, prior to the start of
construction, a complete MSDS binder for all chemicals used on the
job.
 
 Contractor
is responsible for the proper use and disposal of all hazardous material used or
generated from the construction.
 
 XVII.       PHONE
/ CABLE IDENTIFICATION
 
 All phone
and data cables must be securely tagged with the tenant's name and suite number
at the original location and every location where it crosses a corridor wall or
adjacent tenant wall.
 
 XVIII.      PENETRATION
 
 All
penetrations of piping, duct work, conduits, etc., through wall partitions and
doors shall be fire sealed to the Landlord's satisfaction in order to maintain
the integrity of the structure's fire safety rating.
 
 XIX.        WATER
AND ELECTRICITY DURING CONSTRUCTION
 
 Sources
of water and electricity will be furnished in reasonable quantities for use in
lighting, for portable power tools, as drinking water, as water for testing and
other such common uses during construction, without cost to the
Contractor.  Contractor shall make all connections, furnish any
necessary extensions and remove all connections and extensions upon completion
of the work.
 
 XX.         METERING
 
 All
additional electrical panels, air conditioning units and equipment connected to
domestic or condenser water systems must be metered.
 
 XXI.        SALVAGE
ITEMS
 
 All
reusable, Building Standard items for Owner's future use must be removed to the
storage staging area specified by the Property Management
Office.  Masonite shall be used to protect flooring while transporting
materials to storage areas.  This activity shall be coordinated with
the Property Management Office.
 
 a.
                Doors
  33
  Remove
and box all door hardware from existing doors and transport to the storage
staging area.  Transport all re-usable Building doors that are in good
condition to the storage staging area.  All others should be
discarded.  Transport all re-usable wood faced doors to the storage
staging area.
 
 b.
                Door
      Frames
 Separate
incomplete door frames sets by LH, RH & Top Track and transport to the
storage staging area.  All door frames, which are bent, cut, modified
or painted a non-Building Standard color, should be
discarded.  Complete door frames shall be disassembled, bound, labeled
as to swing and transported to the storage staging area.
 
 c.
                Top
      Track & Window Track/Framing
 All top
track which is bent, deeply scratched, painted and cut shorter than 8', should
be discarded.  All window track and framing should be
discarded.
 
 d.
                Ductwork
      / Air Distribution Devices / Electrical Duct
  Reheats
 All
ductwork shall be discarded.  All air distribution devices (i.e.,
diffusers/strip diffusers, circular non-insulated hard duct, troffers, etc.)
that are irreversibly bent, split open, or custom made are to be
discarded.  All others shall be transported to the storage staging
area.  All electrical reheats shall be transported to the storage
staging area.
 
 e.
                Lights
 All light
fixtures that are bent, deeply scratched or painted shall be
discarded.  All light fixtures lenses (without bases) which are
scratched shall be discarded.  All good fixtures shall be transported
to the storage staging area.
 
 Light
bulbs and ballasts that are fully operational shall be transported to the
storage staging area.
 
 f.
                Restroom
      Partitions & Hardware
 All rest
room hardware and partitions that are reusable will be salvaged and shall be
transported to the storage staging area.
 
 g.
                Ceiling
      Tile / Grid work
 All
Building Standard ceiling tiles, which are not chipped, painted or cracked shall
be transported to the storage staging area.  All others shall be
discarded.
 
 h.
                Miscellaneous
 All items
not identified above shall be brought to the attention of the Property
Management Office to determine disposition.
 
  34
  XXII.     SECURITY
 
 a.
                Building
      Access
 Any and
all access after Building Operating Hours must be approved and coordinated
through the Property Management Office.  No exceptions.  Any
access cards or keys issued to the Contractor or his representatives shall be
returned upon completion of the final punchlist.  All non-returned /
lost keys and/or cards will be charged to the Contractor at $20.00 per card and
any costs involved in order to rekey the space.
 
 b.
                Freight
      Elevators
 All
construction materials, tools and trash are to be transferred to and from the
work area via the freight elevators.  Propping of the freight
elevator doors is prohibited.  Under no circumstances shall the
passenger elevators be used for the purpose of moving tools, materials,
equipment or trash.  All construction personnel are
restricted from using passenger elevators.  Use of the freight
elevators during Building Operating Hours will be on a first come, first serve
basis.  All after hours use must be scheduled through the Property
Management Office.
 
 c.
                Special Elevator
      Services:
 Any work
or repair which necessitates:
 
 1.
                Access
      to the top of an elevator cab.
 2.
                Utilization
      of the cab to perform special
services.
 3.
                Special
      security device installation on any elevator servicing a floor must be
      scheduled through the Property Management
  Office.
 
 Allow
sufficient time for the Property Management Office to arrange with the elevator
service contractor to provide personnel to perform the requested
service.  Under no circumstances
should an individual Contractor or Tenant permit their personnel to utilize the
elevator facilities for any purpose other than to transport materials and/or
personnel.  Tenant and/or Contractor will be responsible for any extra
costs incurred in these arrangements.
 
 XXIII.     
LIFE SAFETY
 
 Twenty
four (24) hour notice must be submitted to the Property Management Office for
approval for any work involving MEP, sprinkler, fire safety or security
systems.
 
 The
Contractor shall coordinate all fire alarm system and fire sprinkler system
related work with the Property Management Office.  None of the
aforementioned work shall commence until appropriate measures have been taken,
and approved, to assure that no false alarms will occur, that adequate Building
protection shall be maintained and that all proper agencies have been notified
of the shutdown parameters.  Contractor shall be responsible for
insuring restoration of such systems to normal operations
immediately
  35
  following
completion of the work, including notification to the Property Management Office
that the system is restored.
 
 During
construction, the Contractor shall contact the Property Management Office to
minimize the potential for false alarms.
 
 a.
                Draining / Filling of Sprinkler
      Lines
 Any work
that will involve the draining of a sprinkler line or otherwise affect the
Building's sprinkler system must be approved by the management
office.  A Building engineer will assist with any draining /
filling.  In all instances where this is done, the system will not be
left inoperable overnight.
 
 All
sprinkler work on multi-tenant floors must be done after hours.  All
precautions must be taken to avoid unpleasant odors spreading in the
Building.
 
 b.
                Fire Alarm
      System
 The
Contractor must contact the Property Management Office or engineering staff
prior to performing any work involving welding, use of a cutting torch,
sprinkler system modification or any job that would interfere with the fire
alarm system, or cause a false alarm.  Any cost associated with false
alarms caused by a Contractor, or his Subcontractor, shall be absorbed by the
Contractor.
 
 c.
                Deliveries
 All
deliveries and/or pickups made by Contractors or Vendors must be made through
the loading dock office.
 
 A FULLY COMPLETED AND SIGNED
COPY OF THESE RULES AND REGULATIONS MUST BE RETURNED TO THE PROPERTY MANAGEMENT
OFFICE, PRIOR TO THE COMMENCEMENT OF WORK.
 ACKNOWLEDGMENT AND
ACCEPTANCE
 
 _____________________________________                                            ________________________
 Acknowledged
and Accepted by the
Contractor                                            
Date
 
 _____________________________________                                            ________________________
 Name
(Please
print)                                                                                                Title
 
 _____________________________________
 Company
Name (Please print)
 
  36
  List
of All Participating Contractors:
  COMPANY
      NAME
                  CONTACT
      NAME
                  PHONE
      #1.2.3.4.5.6.7.8.9.10.11.
  37
  SCHEDULE
1
  CONTRACTOR AND SUBCONTRACTOR
INSURANCE REQUIREMENTS
  Prior to
inception of all operations, all General Contractors and Subcontractors must
supply a vendor's certificate of insurance with the following criteria as a
minimum:
 
 COVERAGE
                LIMIT OF
      LIABILITYCommercial
      General Liability
                $1,000,000
      per occurrence combined, Single limit bodily injury and property damage
      and $2,000,000 general aggregate.Commercial
      Auto Liability
                $3,000,000
      per occurrence combined, Single limit bodily injury and property
      damage.Worker's
      Compensation
                Minimum
      required by lawEmployer's
      Liability
                $500,000
      per accident
 
 NAMED
AS ADDITIONAL INSURED:
 FSP
Phoenix Tower Limited Partnership, Hines Interests Limited
Partnership
 Wording
to be used on certificate:  "FSP Phoenix Tower Limited Partnership and
Hines Interests Limited Partnership are additional insureds as their interests
may appear with respect to general liability".
  38
  EXHIBIT
C
 
 EXPANSION
SPACE
  39
  EXPANSION
SPACE
 
 40