ex10-7.htm

Exhibit 10.7

    SUB-LEASE
      AGREEMENT

    


    THE
      STATE OF TEXAS

    COUNTY
      OF BEXAR

    


    This
      Sub-lease Agreement made and entered into by and between KBK, Inc.
hereinafter referred to as "Sub-Lessor") and Michael Lambert,
      Inc.   (hereinafter referred to as
      "Sub-Tenant"):

    


    W
      I T N E S S E T H:

    


           1.           Premises. In
      consideration of the obligation of Sub-Tenant to pay rent as herein provided,
      and in consideration of the other terms, provisions and covenants hereof,
      Sub-Lessor hereby demises and leases to Sub-Tenant, and Sub-Tenant hereby takes
      from Sub-Lessor certain premises situated within the County of Bexar, State
      of
      Texas, being approximately 200 square feet of space
      at 121 Interpark Blvd., Suite 1204, San Antonio,
      TX  78216, Bexar County, Texas, more particularly described in Exhibit
      "A" attached hereto and made a part hereof for all purposes, together with
      all
      rights, privileges, easements, appurtenances and amenities belonging to or
      in
      any way pertaining to the said premises including all improvements erected
      thereon, (the "Premises

    


    2.           Term.  TO
      HAVE AND TO HOLD the same for a term commencing on January 1,
      2007 and ending on December 31, 2007. Sub-Tenant
      acknowledges that it has inspected the Premises and accepts the Premises, and
      the buildings and improvements thereon, in their present condition as suitable
      for the purpose for which the Premises are leased and further acknowledges
      that
      no representations as to the repair of the Premises nor promises to alter,
      remodel or improve the Premises have been made by Sub-Lessor except as set
      out
      in Exhibit "B" attached hereto.  If this Lease is executed before the
      Premises become vacant or otherwise available and ready for occupancy by
      Sub-Tenant, including the completion of the Sub-Lessor's work required under
      Exhibit "B" attached hereto, or if any present Sub-Tenant or occupant o f the
      Premises holds over, and Sub-Lessor cannot acquire and deliver to Sub-Tenant
      possession of the Premises prior to the date above recited as the Commencement
      Date of this Lease, Sub-Lessor shall not be deemed to be in default hereunder
      or
      responsible for any claims, damages or liabilities in connection
      therewith.  Sub-Tenant agrees to accept possession of the Premises at
      such time as Sub-Lessor is able to tender the same to Sub-Tenant, in which
      event
      the date of tender of the Premises by the Sub-Lessor to Sub-Tenant shall be
      the
      Commencement Date unless the delay in tender is due to Sub-Tenant's actions,
      in
      which event the Commencement Date shall not be altered.  Sub-Lessor
      hereby waives payment of rent covering any period prior to the Sub-Lessor's
      tender of the Premises to Sub-Tenant.  The expiration date of this
      Lease shall not be affected by any delay in the commencement of this
      Lease.  Sub-Lessor shall tender the Premises to Sub-Tenant and
      Sub-Tenant shall accept the Premises when substantially
      complete.  Sub-Tenant's failure to occupy the Premises when tendered
      by Sub-Lessor shall not delay the commencement of this Lease.

    


    3.           Rent.    Sub-Tenant
      agrees to pay to Sub-Lessor rent, without deduction or set off, for the entire
      term hereof for said Premises at the described in Exhibit "C" attached hereto.
      One such monthly installment representing the first month's rent shall be due
      and payable on execution of this Lease and a like monthly installment shall
      be
      due and payable without demand on or before the first day of each calendar
      month
      during the term of this Lease; provided that if this Lease shall commence on
      a
      date other than the first day of a calendar month, the monthly rental for such
      month shall be prorated on a daily basis.  Sub-Lessor shall refund to
      Sub-Tenant, any excess rental paid for the month in which this Lease commences
      or apply such excess rent to succeeding months' rental.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    Unless
      otherwise specifically allowed by the hereinafter enumerated terms of this
      Lease, the Sub-Tenant shall pay the rent and other sums payable hereunder
      without notice or demand and without regard to any counter claim, right of
      set
      off, deduction or defense Sub-Tenant may have against Sub-Lessor, and without
      abatement, suspension, deferment, diminution or reduction and the obligations
      of
      Sub-Tenant hereunder shall not be in any way affected or reduced by any
      restriction, prevention or curtailment of or interference with any use of the
      Premises, or any part thereof, for any reason whatsoever.

    


    4.     Security
      Deposit. Sub-Tenant agrees to deposit with Sub-Lessor on the date
      hereof the sum of $0.00, which sum shall be held by Sub-Lessor,
      without obligation for interest, as security for the performance of Sub-Tenant's
      covenants and obligations under this Lease, it being expressly understood and
      agreed that such deposit is not an advance rental deposit nor a measure of
      Sub-Lessor's damages in case of Sub-Tenant's default.  Upon the
      occurrence of any event of default by Sub-Tenant, Sub-Lessor may, from time
      to
      time, without prejudice to any other remedy provided herein or provided by
      law,
      use such fund to the extent necessary to make good any arrears of rent and
      any
      other damage, injury, expense or liability caused by such event of default;
      and
      Sub-Tenant shall pay to Sub-Lessor on demand the amount so applied in order
      to
      restore the security deposit to its original amount.  If Sub-Tenant is
      not then in default hereunder, any remaining balance of such deposit shall
      be
      returned by Sub-Lessor to Sub-Tenant upon termination of this
      Lease.

    


    5.     
      Use. The demised premises shall be used only for office
      and warehouse, and for such other lawful purposes as may be incidental
      thereto.  Sub-Tenant will not permit the Premises to be used for any
      purpose which would render the insurance thereon void or the insurance risk
      more
      hazardous.

    


    6.      Sub-Lessor's
      Repairs.  Sub-Lessor shall, at its expense, maintain only the
      roof, heating, air conditioning, plumbing, foundation and the structural
      soundness of the exterior walls of the building in good repair, reasonable
      wear
      and tear excepted.  The Sub-Lessor expressly reserves the right to use
      all exterior walls and the roof of the building of which the Premises are a
      part.  Sub-Tenant shall repair and pay for any damage caused by the
      negligence of Sub-Tenant, or Sub-Tenant's employees, agents or invitees, or
      caused by Sub-Tenant's default hereunder.  The term "walls" as used
      herein shall not include windows, glass and plate glass, stairways, doors or
      special store fronts.  Sub-Tenant shall immediately give Sub-Lessor
      written notice of defect or need for repairs, after which Sub-Lessor shall
      have
      a reasonable opportunity to repair same or cure such
      defect.  Sub-Lessor's liability hereunder shall be limited to the cost
      of such repairs or curing such defect.  Sub-Lessor shall not be liable
      for damage to Sub-Tenant's improvements, inventory and equipment within the
      Premises.  In the event the Premises have air conditioning and heating
      systems, or fire sprinkling systems installed therein on the date of this Lease,
      then Sub-Lessor represents that on the Commencement Date of this Lease such
      air
      conditioning and heating systems and sprinkling systems shall be in good
      operating condition; provided, however, that during the term of this Lease,
      Sub-Tenant shall, at its own cost and expense, maintain such system in good
      operating condition, shall make all necessary repairs and replacements and
      upon
      termination of this Lease, shall deliver such system to Sub-Lessor in good
      operating condition.

    


    8.      Alterations.  Sub-Tenant
      shall not make any alterations, additions or improvements to the Premises
      without the prior written consent of Sub-Lessor.  Sub-Tenant may,
      without the consent of Sub-Lessor, but at its own costs and expense and in
      a
      good workmanlike manner make such minor alterations, additions or improvements
      or erect, remove or alter such partitions, or erect such shelves, bins,
      machinery and trade fixtures as Sub-Tenant may deem advisable, without altering
      the basic character of the building or improvements and without overloading
      or
      damaging such building or improvements, and in each case complying with all
      applicable governmental laws, ordinances, regulations, and other
      requirements.  At the termination
      of this Lease, Sub-Tenant shall, if Sub-Lessor so elects, remove all
      alterations, additions, improvements and partitions erected by Sub-Tenant and
      restore the Premises to their original condition; otherwise such improvements
      shall be delivered up to the Sub-Lessor with the Premises.  All
      shelves, bins, machinery and trade fixtures installed by Sub-Tenant may be
      removed by Sub-Tenant at the termination of this Lease if Sub-Tenant so elects,
      and shall be removed if required by Sub-Lessor.  All such removals and
      restoration shall be accomplished in a good workmanlike manner so as not to
      damage the primary structure or structural qualities of the buildings and other
      improvements situated on the Premises.  All roof penetrations and roof
      alterations of any kind which are approved by Sub-Lessor, shall be performed
      by
      the Sub-Lessor's roofing contractor at Sub-Tenant's cost and
      expense.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    Prior
      to
      making any alterations or repairs to the Premises which will involve the
      alteration or removal of plumbing, electrical wiring, air conditioning, heating
      or ventilating systems, or the fire sprinkling systems, Sub-Tenant shall furnish
      Sub-Lessor with a set of the plans and specifications for the alterations or
      repairs and shall not commence any such work without Sub-Lessor's express
      written approval.

    


     9.          
      Signs.  Sub-Tenant may not install signs upon the
      Premises, the exterior of any buildings of which the Premises are a part, or
      within the project without the prior written approval of
      Sub-Lessor.  All signs, when approved by Sub-Lessor, must also comply
      with any applicable governmental laws, ordinances, regulations and other
      requirements.  All signs shall conform to the Sub-Lessor's sign
      criteria for the project of which the Premises are a part.  Sub-Tenant
      shall remove all such signs at the termination of this Lease.  Such
      installations and removals shall be made in such manner as to avoid injury
      or
      defacement of the building and other improvements.

    


    10.           Inspection.  Sub-Lessor
      and Sub-Lessor's agents and representatives shall have the right to enter and
      inspect the Premises at any time during reasonable business hours, for the
      purpose of ascertaining the condition of the Premises or in order to make such
      repairs as may be required to be made by Sub-Lessor under the terms of this
      Lease.  During the period that is six (6) months prior to the end of
      the term hereof, Sub-Lessor and Sub-Lessor's agents and representatives shall
      have the right to enter the Premises at any time during reasonable business
      hours for the purpose of showing the Premises and shall have the right to erect
      on the Premises a suitable sign indicating the Premises are for rent or
      sale.

    


    11.           Utilities.  Sub-Lessor
      agrees to provide at its cost water, electricity, gas and telephone service
      connections into the Premises.  Sub-Lessor shall in no event be liable
      for any interruption or failure of utility services on the
      Premises.

    


    12.           Assignment
      and Subletting.  Sub-Tenant shall not have the right to
      assign this Lease or to sublet the whole or any part of the Premises without
      prior written consent of Sub-Lessor.

    


    13.           Duty
      to Prevent Forfeiture of Master Lease.  Sub-Lessor shall
      neither do nor permit anything to be done which would cause the Lease between
      __________________, as Landlord, and Sub-Lessor, as Tenant, dated
      __________________ (the “Master Lease”) to be terminated or forfeited by reason
      of any right of termination or forfeiture reserved or vested in Landlord under
      the Master Lease.  Sub-Lessor shall indemnify and hold Sub-Tenant
      harmless from and against all losses and claims whatsoever by reason of any
      such
      breach or default on the part of Sub-Lessor by reason of which the Master Lease
      may be terminated or forfeited.

    


    14.           Services
      by the Sub-Lessor.  Sub-Lessor shall furnish the Sub-Tenant,
      while occupying the Premises, electricity, water/sewer, exterior
      painting, exterior pest control, landscaping, lawn sprinkler
      repairs and maintenance, parking lot clearing, cold water at those
      points of supply provided for the general use of the Sub-Tenants in the
      building, exterior security lights as determined necessary by Sub-Lessor and
      exterior janitorial service for the building so that the parking lot, sidewalks,
      and landscaping of the project are maintained in a clean, neat and orderly
      fashion


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    15.           Fire
      and Casualty Damage.

    


    (a)  If
      the building of which the Premises are a part should be damaged or destroyed
      by
      fire, tornado, or other casualty, Sub-Tenant shall give immediate written notice
      thereof to Sub-Lessor.

    


    (b)  If
      the building of which the Premises are a part should be totally destroyed by
      fire, tornado or other casualty, or if it should be so damaged that rebuilding
      or repairs cannot be completed within ninety (90)  days after the date
      upon which Sub-Lessor is notified by Sub-Tenant of such damage, this Lease
      shall
      terminate and the rent shall be abated during the unexpired portion of this
      Lease, effective upon the date of the occurrence of such damage.

    


    (c)  If
      the building of which the Premises are a part should be damaged by fire, tornado
      or other casualty but only to such extent that rebuilding or repairs can be
      completed within ninety (90)  days after the date upon which
      Sub-Lessor is notified by Sub-Tenant of such damage, this Lease shall not
      terminate, but Sub-Lessor shall at its sole cost and expense proceed with
      reasonable diligence to rebuild and repair such building, to substantially
      return to the condition in which it existed prior to such damage, except that
      Sub-Lessor shall not be required to rebuild, repair or replace any part of
      the
      partitions within the Premises, fixtures and other improvements which may have
      been placed on the Premises by Sub-Tenant and in no event shall the Sub-Lessor
      be required to spend more than the insurance proceeds actually received for
      the
      repairs and restoration.  If the Premises are un Sub-Tenantable in
      whole or in part following such damage, the rent payable hereunder during the
      period in which they are un Sub-Tenantable shall be reduced
      ratably.  In the event that Sub-Lessor should fail to complete such
      repairs and rebuilding within two hundred ten (210) days after the date upon
      which Sub-Lessor is notified by Sub-Tenant of such damage, Sub-Tenant may at
      its
      option terminate this Lease by delivering written notice of termination to
      Sub-Lessor as Sub-Tenant's exclusive remedy, whereupon all rights and
      obligations hereunder shall cease and terminate.

    


    (d)  Notwithstanding
      anything herein to the contrary, in the event the holder of any indebtedness
      secured by a mortgage or deed of trust covering the building of which the
      Premises are a part requires that the insurance proceeds be applied to such
      indebtedness, then Sub-Lessor shall have the right to terminate this Lease
      by
      delivering written notice of termination to Sub-Tenant, whereupon all rights
      and
      obligations hereunder shall cease and terminate.

    


    (e)  Any
      insurance, other than that required of Sub-Tenant under Section 21 hereto which
      may be carried by Sub-Lessor or Sub-Tenant against loss or damage to the
      building of which the Premises are a part and other improvements or the contents
      situated on the Premises, shall be for the sole benefit of the party carrying
      such insurance and under its sole control.

    


    (f)  Sub-Lessor
      and Sub-Tenant each hereby releases the other from any and all liability or
      responsibility to the other or anyone claiming through or under them by way
      of
      subrogation or otherwise for any loss or damage to property caused by fire
      or
      any of the extended coverage casualties covered by the insurance maintained
      hereunder, even if such fire or other casualty shall have been caused by the
      fault or negligence of the other party, or anyone for whom such party may be
      responsible; provided, however, that this release shall be applicable and in
      force and effect only with respect to loss or damage occurring during
      such times as the releasor's policies of insurance covering such a loss shall
      contain a clause or endorsement to the effect that any release shall not
      adversely affect or impair said policies or prejudice the right of the releasor
      to recover thereunder.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    16.           Liability.  Sub-Lessor
      shall not be liable to Sub-Tenant or Sub-Tenant's employees, agents, patrons
      or
      visitors, or to any other person whomsoever for any injury to person or damage
      to property on or about the Premises, caused by the negligence or misconduct
      of
      Sub-Tenant, its agents, servants or employees, or of any other person entering
      upon the Premises under express or implied invitation of Sub-Tenant, or caused
      by the buildings and improvements located on the Premises becoming out of
      repair, or caused by leakage of gas, oil, water or steam or by electricity
      emanating from the Premises, drain or sewer stoppages or backups, or due to
      any
      cause whatsoever, and Sub-Tenant agrees to indemnify Sub-Lessor and hold it
      harmless from any loss, expense or claims, including attorneys' fees arising
      out
      of any such damage or injury; except that any injury to person or damage to
      property caused by the negligence of Sub-Lessor or by the failure of Sub-Lessor
      to repair and maintain that part of the Premises which Sub-Lessor is obligated
      to repair and maintain, if any, after the receipt of written notice from
      Sub-Tenant of needed repairs or of defects shall be the liability of Sub-Lessor
      and not of Sub-Tenant, and Sub-Lessor agrees to indemnify Sub-Tenant and hold
      it
      harmless from any and all loss, expense or claims, including attorneys' fees,
      arising out of such damage or injury.  Sub-Tenant shall procure and
      maintain throughout the term of this Lease a policy or policies of insurance
      at
      its sole cost and expense, insuring both Sub-Lessor and Sub-Tenant against
      all
      claims, demands or actions arising out of or in connection with Sub-Tenant's
      use
      or occupancy of the Premises, or by the condition of the Premises.

    


    17.           Subtenant
      Indemnification.  Sub-Lessor shall indemnify and hold
      harmless Sub-Tenant from and against any and all liabilities, demands, claims,
      injury, loss, damage, expenses or costs (collectively, “Claims”) arising from
      Sub-Lessor’s use of the Project, or from the conduct of Sub-Lessor’s business or
      from any activity, work or things done, permitted or suffered by Sub-Lessor
      in
      or about the Project.  Sub-Lessor shall further indemnify and hold
      harmless Sub-Tenant from and against any and all claims arising from any breach
      or default in the performance of any obligation on Sub-Lessor’s part to be
      performed under the terms of this Sub-Lease, or arising from any negligence
      of
      the Sub-Lessor, or any of Sub-Lessor’s agents, contractors or employees, and
      from and against all costs, attorney’s fees, expenses and liabilities incurred
      in the defense of any such claim or any action or proceeding brought forth
      thereon.

    


    18.           Condemnation.

    


    (a)  If
      the whole or any substantial part (25% or more of the total area) of the project
      or any substantial part of the Premises should be taken for any public or
      quasi-public use under governmental law, ordinance or regulation, or by right
      of
      eminent domain, or by private purchase in lieu thereof, this Lease shall
      terminate and the rent shall be abated during the unexpired portion of this
      Lease, effective when the physical taking of said Premises shall
      occur.

    


    (b)  If
      less than a substantial part of the real property of which the Premises are
      a
      part or the Premises themselves shall be taken for any public or quasi-public
      use under any governmental law, ordinance or regulation, or by right of eminent
      domain, or by private purchase in lieu thereof, this Lease shall not terminate,
      but the rent payable hereunder during the unexpired portion of this Lease shall
      be reduced ratably, such reduction to be based upon the adverse impact of such
      taking of Sub-Tenant's Premises.  If the taking is for less than 5% of
      the total area of the real property or for the construction of utilities and
      similar public purposes which do not unreasonably interfere with the
      Sub-Tenant's use of the Premises, then there shall be no abatement or reduction
      of the rent.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


          
      (c) In the event of any such taking or private purchase in lieu thereof,
      Sub-Lessor and Sub-Tenant shall each be entitled to receive and retain such
      separate awards and/or portion of lump sum awards as may be allocated to their
      respective interest in any condemnation proceedings, Sub-Lessor being entitled
      to the award for the building and improvements and the Sub-Tenant's award being
      limited to the value of Sub-Tenant's personal property and leasehold
      improvements paid for by Sub-Tenant which are taken.

    


    19.           Holding
      Over.  Should Sub-Tenant, or any of its successors in
      interest, hold over the Premises, or any part hereof, after the expiration
      of
      the term of this Lease, unless otherwise agreed in writing, such holding over
      shall constitute and be construed as tenancy from month to month only, at a
      rental equal to the rental payable for the last month of the term of this Lease
      plus twenty per cent  (20%) of such amount.  The inclusion
      of the preceding sentence shall not be construed as Sub-Lessor's permission
      for
      Sub-Tenant to hold over.

    


    20.           Quiet
      Enjoyment.  Sub-Lessor covenants that it now has, or will
      acquire before Sub-Tenant takes possession of the Premises, good title to the
      Premises, free and clear of all liens and encumbrances, excepting only the
      lien
      for current taxes not yet due, such mortgage or mortgages as are permitted
      by
      the terms of this Lease, zoning ordinances and other building and fire
      ordinances and governmental regulations relating to the use of such property,
      and easements, restrictions and other conditions of record.  In the
      event this Lease is a sublease, then Sub-Tenant agrees to take the Premises
      subject to the provision of the prior leases.  Sub-Lessor represents
      and warrants that it has full right and authority to enter into this Lease
      and
      that Sub-Tenant, upon paying the rental herein set forth and performing its
      other covenants and agreements herein set forth, shall peacefully and quietly
      have, hold and enjoy the Premises for the term hereof without hindrance or
      molestation from Sub-Lessor, subject to the terms and provision of this
      Lease.

    


    21.           Events
      of Default.  The following events shall be deemed to be
      events of default by Sub-Tenant under this Lease:

    


    
      	
               

            	
                  (a)

            	
              Sub-Tenant
                shall fail to pay any installment of the rent hereby reserved when
                due,
                and such failure shall continue for a period of thirty
                (30)  days from the date such installment was
                due;

            


    

    


    
      	
               

            	
                  (b)

            	
              Sub-Tenant
                shall become insolvent, or shall make a transfer in fraud of creditors,
                or
                shall make an assignment for the benefit of
                creditors;

            


    

    


    
      	
               

            	
                  (c)

            	
              Sub-Tenant
                shall file a petition under any section or chapter of the National
                Bankruptcy Act, as amended, or under any similar law or statute of
                the
                United States or any State thereof; or Sub-Tenant shall be adjudged
                bankrupt or insolvent in proceedings filed against Sub-Tenant
                thereunder;

            


    

    


    
      	
               

            	
                  (d)

            	
              A
                receiver or trustee shall be appointed for all or substantially all
                of the
                assets of Sub-Tenant;

            


    

    


    
      	
               

            	
                  (e)

            	
              Sub-Tenant
                shall desert or vacate any substantial portion of the
                Premises;

            


    

    


    
      	
               

            	
                  (f)

            	
              Sub-Tenant
                shall fail to comply with any term, provision or covenant of this
                Lease
                (other than the foregoing in this Section 26), and shall not cure
                such
                failure within thirty (30)  days after written notice thereof to
                Sub-Tenant.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Notwithstanding
      the terms of paragraph (f) above, if Sub-Lessor shall give Sub-Tenant written
      notice of a default under this Lease twice in any six-month period, then the
      Sub-Lessor shall no longer be required to extend a 30-day  notice and
      cure period to the Sub-Tenant under Section 20(f).

    


    22.
      Remedies.  Upon the occurrence of any of such events
      of default described in Section 26 hereof, Sub-Lessor shall have the option
      to
      pursue any one or more of the following remedies without any notice or demand
      whatsoever:

    


    
      	
               

            	
                  (g)

            	
              Terminate
                this Lease, in which event Sub-Tenant shall immediately surrender
                the
                Premises to Sub-Lessor, and if Sub-Tenant fails to do so, Sub-Lessor
                may,
                without prejudice to any other remedy which it may have for possession
                or
                arrearages in rent, enter upon and take possession of the Premises
                and
                expel or remove Sub-Tenant and any other person who may be occupying
                such
                Premises or any part thereof, by force if necessary, without being
                liable
                for prosecution or any claim of damages therefore; and Sub-Tenant
                agrees
                to pay to Sub-Lessor on demand the amount of all loss or damage which
                Sub-Lessor may suffer by reason of such termination, whether through
                inability to relet the Premises on satisfactory terms or otherwise,
                and
                including expenses incurred in reletting the premises and any remodeling
                which is done in connection
                therewith.

            


    

    


    
      	
               

            	
                  (h)

            	
              Enter
                upon and take possession of the Premises and expel or remove Sub-Tenant
                and any other person who may be occupying such Premises or any part
                thereof, by force if necessary, without being liable for prosecution
                or
                any claim for damages therefore, and relet the Premises and receive
                the
                rent therefore; and Sub-Tenant agrees to pay to the Sub-Lessor on
                demand
                any deficiency that may arise by reason of such
                reletting.

            


    

    


    
      	
               

            	
                  (i)

            	
              Enter
                upon the Premises by force if necessary without being liable for
                prosecution or any claim for damages therefor, and do whatever Sub-Tenant
                is obligated to do under the terms of this Lease; and Sub-Tenant
                agrees to
                reimburse Sub-Lessor on demand for any expenses which Sub-Lessor
                may incur
                in effecting compliance with Sub-Tenant's obligations under this
                Lease,
                and Sub-Tenant further agrees that Sub-Lessor shall not be liable
                for any
                damages resulting to the Sub-Tenant from such action, whether caused
                by
                the negligence of Sub-Lessor or
                otherwise.

            


    

    


    In
      the
      event Sub-Tenant fails to pay any installment of rent hereunder within thirty
      (30)  days after such installment shall pay to Sub-Lessor on demand, a
      late charge of $50 for the added expenses incurred by Sub-Lessor in handling
      delinquent payments, and the failure to pay such amount within ten (10) days
      after demand, therefore shall be an event of default hereunder.  The
      provision for such late charge shall be in addition to all of Sub-Lessor's
      other
      rights and remedies hereunder or at law and shall not be construed as liquidated
      damages or as limiting Sub-Lessor's remedies in any manner.

    


    Pursuit
      of any of the foregoing remedies shall not preclude pursuit of any of the other
      remedies herein provided or any other remedies provided by law, nor shall
      pursuit of any remedy herein provided constitute a forfeiture or waiver of
      any
      rent due to Sub-Lessor hereunder or of any damages occurring to Sub-Lessor
      by
      reason of the violation of any of the terms, provisions and covenants herein
      contained.  No waiver by Sub-Lessor of any violation or breach of any
      of the terms, provisions and covenants herein contained shall be deemed or
      construed to constitute a waiver of any other violation or breach of any of
      the
      terms, provisions and covenants herein contained.  Sub-Lessor's
      acceptance of the payment of rental or other payments hereunder after the
      occurrence of an event of default shall not be construed as a waiver of such
      default, unless Sub-Lessor so notifies Sub-Tenant in
      writing.  Forbearance by Sub-Lessor to enforce one or more of the
      remedies herein provided upon an event of default shall not be deemed or
      construed to constitute a waiver of such default.  If, on account of
      any breach or default by Sub-Tenant in Sub-Tenant's obligations under the terms
      and conditions of this Lease, it shall become necessary or appropriate for
      the
      Sub-Lessor to employ or consult with an attorney concerning or to enforce or
      defend any of Sub-Lessor's rights or remedies hereunder, Sub-Tenant agrees
      to
      pay any reasonable attorney's fees.  No act or thing done by the
      Sub-Lessor or Sub-Lessor's agents during the term hereby granted shall be deemed
      an acceptance of the surrender of the Premises, and no agreement to accept
      a
      surrender of said Premises shall be valid unless in writing signed by
      Sub-Lessor.  The receipt by Sub-Lessor of rent with knowledge of the
      breach of any covenant or other provision contained in this Lease shall not
      be
      deemed or construed to constitute a waiver of any other violation or breach
      of
      any of the terms, provisions and covenants contained
      herein.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    23.           Mortgages.  Sub-Tenant
      accepts this Lease subject and subordinate to any mortgage(s), deed(s) of trust
      and assignments of leases or rents now or at any time hereafter constituting
      a
      lien or charge upon the Premises or the improvements situated
      thereon.  Sub-Tenant shall at any time hereafter on demand execute any
      instruments, releases or other documents which may be required by any mortgagee
      for the purpose of subjecting and subordinating this Lease to the lien of any
      such mortgage.  With respect to any mortgage(s) and/or deed(s) of
      trust at any time hereafter created which constitute a lien or charge upon
      the
      leased Premises or the improvements situated thereon, Sub-Lessor, at its sole
      option, shall have the right to waive the applicability of this Section so
      that
      this Lease would not be subject and subordinate to such mortgage(s) or the
      deed(s) of trust.  Sub-Tenant agrees to furnish Sub-Lessor or
      Sub-Lessor's mortgagees upon demand with estoppel certificates indicating that
      the Lease is in full force and effect, that no defaults are then existing
      thereunder, the date to which rental is paid under this Lease, the amount of
      any
      security deposits and prepaid rentals, if any, and such other information as
      the
      Sub-Lessor or its lender may reasonably request.  Sub-Tenant further
      agrees to execute such attornment and non-disturbance agreements as the
      mortgagee or lender may request.

    


    24.           Mechanic's
      Liens.  Sub-Tenant shall have no authority, express or
      implied, to create or place any lien or encumbrance of any kind or nature
      whatsoever upon, or in any manner to bind, the interest of Sub-Lessor in the
      Premises or to charge the rentals payable hereunder for any claim in favor
      of
      any person dealing with Sub-Tenant, including those who may furnish materials
      or
      perform labor for any construction or repairs, and each such claim shall affect
      and each such lien shall attach to, if at all, only the leasehold interest
      granted to Sub-Tenant by this instrument.  Sub-Tenant covenants and
      agrees that it will pay or cause to be paid all sums legally due and payable
      by
      it on account of any labor performed or materials furnished in connection with
      any work performed on the Premises on which any lien is or can be validly and
      legally asserted against its leasehold interest in the Premises or the
      improvements thereon and that it will save and hold Sub-Lessor harmless from
      any
      and all loss, cost or expense based on or arising out of asserted claims or
      liens against the leasehold estate or against the rights, titles and interest
      of
      the Sub-Lessor in the Premises or under the terms of this Lease.

    


    25.           Nothing
      contained in this Lease shall constitute the consent or the request of the
      Sub-Lessor, expressed or implied, for the performance of any labor or the
      furnishing of any materials or other property in respect to the Premises or
      any
      part thereof, nor is the Sub-Tenant given any authority to contract for or
      commit the renting of any services or the furnishing of any materials or other
      properties so as to permit the making of any claims against the
      Sub-Lessor.

    


    26.           Laws,
      Rules and Regulations.  Sub-Tenant agrees to comply promptly
      with all laws, rules and
      orders of the federal, state and municipal governments and all other departments
      applicable to the Premises and to comply promptly with the requirements of
      the
      Board of Fire Underwriters and to comply with all reasonable rules and
      regulations governing the operation and use of the Premises or Project (and,
      if
      applicable, the common areas), which are imposed by
      Sub-Lessor.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    27.           Notices.  Each
      provision of this instrument or of any applicable governmental laws, ordinances,
      regulations and other requirements with reference to the sending, mailing or
      delivery of any notice or the making of any payment by Sub-Lessor to Sub-Tenant
      or with reference to the sending, mailing or delivery of any notice or the
      making of any payment by Sub-Tenant to Sub-Lessor shall be deemed to be complied
      with when and if the following steps are taken:

    


    28.           All
      rent and other payments required to be made by Sub-Tenant to Sub-Lessor
      hereunder shall be payable to Sub-Lessor at the address hereinbelow set forth
      or
      at such other address as Sub-Lessor may specify from time to time by written
      notice delivered in accordance herewith.

    


    29.           All
      payments required to be made by Sub-Lessor to Sub-Tenant hereunder shall be
      payable to Sub-Tenant at the address hereinbelow set forth, or at such other
      address within the continental United States as Sub-Tenant may specify from
      time
      to time by written notice delivered in accordance herewith.

    


    Any
      notice or document required or permitted to be delivered hereunder shall be
      deemed to be delivered whether actually received or not when deposited in the
      United States Mail, postage prepaid, Certified or Registered Mail, addressed
      to
      the parties hereto at the respective addresses set forth below, or at such
      address as they have theretofore specified by written notice delivered in
      accordance with:

    


    If
      to
      Sub-Lessor:                                              121
      Interpark Blvd., Suite 1204

                           
      San Antonio, TX  78216

    


    If
      to
      Sub-Tenant:                                              121
      Interpark Blvd., Suite 1204

                            San
      Antonio, TX  78216

    


    If
      and
      when included within the term "Sub-Lessor" as used in this instrument, there
      is
      more than one person, firm or corporation, all shall jointly arrange among
      themselves for their joint execution of such a notice specifying some individual
      at some specific address for the receipt of notices and payments to Sub-Lessor;
      if and when included within the term "Sub-Tenant", as used in this instrument,
      there are more than one person, firm or corporation, all shall jointly arrange
      among themselves for their joint execution of such a notice specifying some
      individual at some specific address within the continental United States for
      the
      receipt of notices and payments to Sub-Tenant.  All parties included
      within the terms "Sub-Lessor" and "Sub-Tenant" respectively, shall be bound
      by
      notices in accordance with the provisions of this Section to the same effect
      as
      if each had received such notice.  If requested in writing by
      Sub-Lessor's mortgagee, Sub-Tenant agrees to furnish the mortgagee with copies
      of all notices to Sub-Lessor.

    


    30.           Force
      Majeure.  In the event the Sub-Lessor or Sub-Tenant is
      delayed in the completion of any construction or repair work required under
      the
      terms of this Lease Agreement by the negligence or acts of the other party
      or by
      labor disputes, fire, unusual delay in transportation, unavoidable casualties
      or
      other causes beyond the parties control, then the time period for completing
      the
      construction or repair work shall be extended for a reasonable period of time
      to
      compensate for the time lost due to events beyond
      the reasonable control of the party obligated to complete the construction
      and
      repair work.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    31.          Miscellaneous.

    


    
      	
               

            	
                          (a)

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

            


    

    
      	
               

            	
                          (b)

            	
              The
                terms, provisions and covenants and conditions contained in this
                Lease
                shall apply to, inure to the benefit of, and be binding upon, the
                parties
                hereto and upon their respective heirs, legal representatives, successors
                and permitted assigns, except as otherwise herein expressly
                provided.

            


    

    
      	
               

            	
                          (c)

            	
              The
                captions are inserted in this Lease for convenience only and in no
                way
                define, limit, or describe the scope or intent of this Lease, or
                any
                provision hereof, nor in any way affect the interpretation of this
                Lease.

            


    

    
      	
               

            	
                          (d)

            	
              Sub-Tenant
                acknowledges receipt of copies of the restrictions on the use and
                development of the Premises and agrees to comply with all of the
                terms and
                conditions of such restrictions.

            


    

    
      	
               

            	
                          (e)

            	
              This
                Lease sets forth the entire agreement between the parties as of the
                date
                hereof with respect to the Premises and may not be altered, changed
                or
                amended except by an instrument in writing signed by Sub-Lessor and
                Sub-Tenant.

            


    

    
      	
               

            	
                          (f)

            	
              If
                any term or provision of this Lease or any application thereof shall
                be
                invalid or unenforceable, the remainder of this Lease and any other
                application of such term or provisions shall not be affected
                thereby.

            


    

    
      	
               

            	
                          (g)

            	
              Sub-Lessor,
                at its option, may maintain all tax, insurance and maintenance records
                on
                Sub-Lessor's fiscal year basis rather than on a calendar year basis
                and
                all references in sections of this Lease pertaining to such matters
                which
                refer to "calendar year" shall be changed to "Sub-Lessor's fiscal
                year".

            


    

    
      	
               

            	
                          (h)

            	
              Sub-Lessor
                reserves the right to expand the Project of which the Premises is
                a part,
                in which event Sub-Lessor and Sub-Tenant will make appropriate adjustments
                in the Sub-Tenant's share of expenses paid by
                Sub-Tenant.  Sub-Lessor and Sub-Tenant shall each, upon request,
                execute an amendment to their lease setting out the adjusted allocation
                of
                expenses.

            


    

    


    32.           Exhibits
      Attached:

    


    Exhibit
      "A"                           -
      PREMISES

    Exhibit
      "B"                           
- WORK LETTER OF SUB-LESSOR'S IMPROVEMENTS

    Exhibit
      "C"                            -
      RENTAL RATE SCHEDULE

    


    


    


    


    


    


    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    EXECUTED
      THIS   day of _______________, 2006.

    


    SUB-LESSOR:                                                                                                                                                           
      SUB-TENANT:

    KBK,
      Inc.                                                                                                                                                                     
Michael Lambert, Inc.

    


    By: /S/
      Kenneth
      Kremer                                                                                                                                             
By: /S/ Robert M. Kremer

    


    Name:  Kenneth
      Kremer                                                                                                                                             
Name: Robert M. Kremer

    


    Its: Vice
      President                                                                                                                                                       
Its: President


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    


    


    EXHIBIT
      "B"

     

    WORK
      LETTER OF SUB-LESSOR'S IMPROVEMENTS

    


    NONE

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      "C"

    


    


    RENTAL
      RATE SCHEDULE

    


    


    
      	 	
               

              MONTHS

            	
               

              BASE
                RENT MONTHLY

            
	
              Initial
                Term

               

            	
              1/01/07–
                12/31/07

               

               

               

            	
              $350.00