EXHIBIT 10.7 OFFICE BUILDING LEASE TABLE OF CONTENTS

EXHIBIT 10.7

OFFICE BUILDING LEASE

TABLE OF CONTENTS

EXHIBITS

Exhibit "A" - Floor Plan of the Premises

Exhibit "B" - Legal Description of Property

Exhibit "C" - Building Operating Cost Examples

Exhibit "D" - Rules and Regulations

Exhibit "E" - Leasehold Improvements Agreement

Exhibit "F" - Parking Agreement

Exhibit "G" - Acceptance of Premises Memorandum

OFFICE LEASE AGREEMENT

THIS OFFICE LEASE AGREEMENT (the "Lease") is made and entered into effective as of the 31 ^st day of March, 2006 (the "Effective Date"), between Hall 2601 Network Associates, Ltd., a Texas limited partnership (the "Landlord"), and Tenant (as defined below).

ARTICLE I

DEFINED TERMS

As used in this Lease, the following terms shall have the respective meanings set forth below:

1.1      Tenant :      Nexplore Technologies, Inc. (the "Tenant"), a Texas Corporation.

1.2      Premises : Designated as Suite 208, outlined and crosshatched on Exhibit "A" attached hereto and containing approximately Three Thousand Three Hundred Twenty-Seven (3,327) Rentable Square Feet on floor two (2) of the Building located at 2601 Network Boulevard, Frisco, Texas. (Article II)

1.3      Term : Beginning on the Commencement Date, as defined in Section 3.1 hereof (contemplated to be on or about March 15, 2006 and ending on the last day of the Thirty Seventh (37) full calendar month following the Commencement Date. (Article III)

1.4      Base Rental: (a) for month 1 of the Term, no (-0-) Base Rental shall be due and payable; (b) for months 2 through 37 of the Term, inclusive, the amount of Seventy-Three Thousand One Hundred Ninety-Four and no/100 Dollars ($73,194.00) annually [computed on the basis of Twenty-Two and no/100 Dollars ($22.00) per Rentable Square Foot], payable in equal monthly installments of Six Thousand Ninety-Nine and 50/100 Dollars (6,099.50) per month. (Section 4.1)

1.5      Base Year : Calendar year 2006. (Section 4.2)

1.6      Landlord's Share of Building Operating Costs : The actual Building Operating Costs for the Base Year.

1.7      First Year Estimated Energy Costs : Seven Thousand Eight Hundred Eighteen and 45/100 Dollars ($7,818.45) annually [computed on the basis of Two and 35/100 Dollars ($2.35) per Rentable Square Foot of the Premises], payable in equal monthly installments of Six Hundred Fifty-One and 54/100 Dollars ($651.54). (Section 4.2)

1.8      Prepaid Rent : Six Thousand Ninety-Nine and 50/100 Dollars ($6,099.50) per month applicable to the second month of the Term. (Section 4.4)

1.9      Security Deposit : Thirty-Six Thousand Five Hundred Ninety-Seven and No/100 ($ 36,597.00 ). A security deposit refund shall be granted equal to one (1) month's security deposit totaling Six Thousand Ninety-Nine and 50/100 ($6,099.50) and this shall be refunded after the thirteenth (13 ^th ) month's rental payment is received. A second security deposit refund shall be granted equal to two (2) month's security deposit totaling Twelve Thousand One Hundred Ninety-Nine and No/100 ($12,199.00) and this shall be refunded after the twenty-fifth (25 ^th ) month's rental payment is received. (Section 4.5)

1.10      Premises Use : General office use consistent with a first-class office building. (Article VII)

1.11      Tenant's Initial Commercial General Liability Insurance Limits : Minimum protection of not less than $1,000,000 per occurrence for bodily injury and property damage, $1,000,000 per occurrence for personal or advertising injury, and $1,000,000 for general or aggregate liability, together with Three Million and No/100 Dollars ($3,000,000.00) umbrella coverage. (Section 9.1)

1.12      Addresses for Notices and Payment of Rent and Other Charges : (Article XVII)

1.13      Broker : None. (Article XVIII)

1.14      Exhibits : The following-described exhibits (the "Exhibits") are attached to this Lease and made a part of this Lease for all purposes as if fully set forth herein:

• • Exhibit "A" - Floor Plan of the Premises

    Exhibit "B" - Legal Description of Property

    Exhibit "C" - Building Operating Cost Examples

    Exhibit "D" - Rules and Regulations     

    Exhibit "E" - Leasehold Improvements Agreement

    Exhibit "F" - Parking Agreement

    Exhibit "G" - Acceptance of Premises Memorandum

1.15      Incorporation . Each reference in this Lease or in any exhibit or any attachment to this Lease to any definition set forth in this Article I will be construed to incorporate all of the terms provided under the referenced provision in this Article I. In the event of any conflict between a provision in this Article I and a provision in any other article of or exhibit, rider or attachment to this Lease, the latter will control.

ARTICLE II

PREMISES, COMMON AREAS

2.1      Demise . Landlord, in consideration of the rent to be paid and of the covenants and agreements in this Lease to be performed by Tenant, does hereby lease and demise unto Tenant, and Tenant hereby leases from Landlord, the Premises described in Section 1.2 , in a building (the "Building") known as 2601 Network Boulevard and situated on a tract of land in the City of Frisco, Collin County, Texas, and more particularly described in Exhibit "B" attached hereto (the "Property"), upon and subject to the terms, covenants and conditions set forth in this Lease, and further subject to all applicable building, zoning and other ordinances and governmental requirements affecting the Building or Premises and to all covenants, encumbrances and other matters of record encumbering or affecting the Building or Premises.

2.2      Rentable Area of Building . For all purposes of this Lease, Landlord and Tenant hereby agree that there are approximately One Hundred Forty-Three Thousand Three Hundred Eight (143 ,308) Rentable Square Feet contained in the Building, based on BOMA Measurement Standards. The determination of the number of Rentable Square Feet comprising the Premises, as set forth in Section 1.2 above, has similarly been determined using BOMA Measurement Standards, provided that a fifteen percent (15%) add-on factor has been used to calculate the ratio for the multi-tenant occupancy of Tenant. Tenant and Landlord hereby stipulate and agree that the number of Rentable Square Feet comprising the Building and the Premises is as set forth in this Section 2.2 and in Section 1.2 above, respectively, notwithstanding any minor variations in measurement or other minor variations that may have been incurred in the calculation thereof; provided, that Landlord reserves the right to amend the measurement of the Building and/or Premises, in accordance with the measurement standards described in this paragraph above, upon the occurrence of any alterations, additions or reductions to either of same.

2.3      Acceptance of Premises and Building by Tenant . Except for the completion of the Basic Building Improvements and the Tenant Improvements (as each of such terms is defined in the Leasehold Improvements Agreement, if any, attached hereto as Exhibit "E" ) and except for defects which are not observable upon a reasonable inspection and about which Tenant notifies Landlord within three (3) months after taking possession of the Premises, Tenant accepts the Premises in " AS IS, WITH ALL FAULTS " condition and the taking of possession of the Premises by Tenant will be conclusive evidence as to Tenant that: (i) the Premises are suitable for the purposes for which the Premises are leased; (ii) the Building and each and every part and appurtenance thereof are in good and satisfactory condition; and (iii) Tenant waives any defects in the Premises and in all other parts of the Building and the appurtenances thereto. TENANT ACKNOWLEDGES AND AGREES THAT, EXCEPT AS MAY BE OTHERWISE EXPRESSLY PROVIDED IN THIS LEASE (INCLUDING THE LEASEHOLD IMPROVEMENTS AGREEMENT, IF ANY, ATTACHED HERETO), NEITHER LANDLORD NOR ANY LANDLORD-RELATED PARTY (AS SUCH TERM IS DEFINED BELOW) HAS MADE ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, AS TO THE HABITABILITY, MERCHANTABILITY, SUITABILITY, QUALITY, CONDITION OR FITNESS FOR ANY PARTICULAR PURPOSE (COLLECTIVELY, THE "DISCLAIMED WARRANTIES") WITH REGARD TO THE PREMISES OR THE BUILDING; AND TENANT HEREBY WAIVES, TO THE EXTENT PERMITTED BY LAW, THE DISCLAIMED WARRANTIES WITH REGARD TO THE PREMISES AND THE BUILDING. Tenant agrees, upon the commencement of Tenant's occupancy of the Premises, to execute an Acceptance of Premises Memorandum substantially in the form of the instrument set forth in Exhibit "G" attached hereto.

2.4      Walls, Ceilings . Landlord reserves the right to use all of the Building, including, without limitation, the Premises, the exterior Building walls, core corridor walls and doors and any core corridor entrance, any terraces or roofs adjacent to the Premises, and any space in or adjacent to the Premises used for shafts, stacks, pipes, conduits, fan rooms, ducts, electric or other utilities, sinks or other Building facilities, as well as access thereto through the Premises, for the purposes of operation, maintenance, decoration and repair, so long as same does not unreasonably interfere with Tenant's use and occupancy of the Premises. The installation, erection, use and maintenance of any pipes, ducts and conduits in and through the Premises pursuant to this Section 2.4 will not be deemed to interfere with Tenant's use, enjoyment and occupancy of the Premises, provided that such pipes, ducts and conduits are concealed behind walls or above false ceilings to the extent practicable or otherwise boxed against walls or columns in a manner consistent with Tenant's decor.

2.5      Common Areas . Tenant is hereby granted a nonexclusive, revocable license to use the Common Areas (as hereinafter defined) during the term of this Lease for their intended purposes, in common with others, subject to the terms and conditions of this Lease, including, without limitation, the Rules and Regulations. For purposes hereof, "Common Areas" will mean all areas, spaces, facilities and equipment made available by Landlord for the common and joint use of Landlord, Tenant and others in and around the Building, including, but not limited to, sidewalks, lobbies, loading areas, Building stairs, elevators, and such other areas and facilities, if any, as are designated by Landlord from time to time as Common Areas.

ARTICLE III

TERM

3.1      Lease Term . This Lease will be in effect and continue in force during a period beginning on the Effective Date of this Lease and ending on the expiration of the Lease Term, unless this Lease is terminated early or extended to a later date pursuant to the terms of this Lease. The Term of this Lease shall commence and Rent will accrue beginning on the date ("Commencement Date") which is the earlier to occur of (i) the commencement of occupancy of the Premises by Tenant for the conduct of business, or (ii) the date which is fifteen (15) days following the date upon which Landlord delivers notice to Tenant that the Tenant Improvements have been substantially completed in accordance with Exhibit "E" attached hereto (it being further acknowledged and agreed that Landlord shall provide to Tenant not less than ten [10] business days' prior written notice of the date that Landlord estimates the Tenant Improvements shall be so substantially completed), and the Term of this Lease will expire on a date (the "Expiration Date") that corresponds to the number of full calendar months after the Commencement Date set forth in Section 1.3 , unless sooner terminated in accordance with the provisions of this Lease, it being understood that this Lease terminates on the last day of the applicable calendar month.

3.2      Delivery of Premises . If possession of the Premises is not actually delivered to Tenant on the contemplated Commencement Date set forth in Section 1.3 for any reason, the obligations of Landlord and Tenant will continue in full force and effect; provided, however, in the event of a delay attributable to an action of Landlord, the rental payable hereunder will not commence until the date that Landlord has actually delivered possession of the Premises to Tenant. In addition, this Lease will not be void or voidable, nor will Landlord be liable to Tenant for any loss or damage resulting from any delay in delivering possession of the Premises to Tenant. The aforesaid suspension of rental will constitute Tenant's sole remedy and full settlement of all claims that Tenant might otherwise have against Landlord by reason of the Premises not having been delivered to Tenant on the contemplated Commencement Date.

3.3      Holding Over by Tenant . If Tenant continues to hold the Premises after the Expiration Date or earlier termination of this Lease, Tenant will pay to Landlord, as Base Rental for the period of such holding over, a daily Base Rental amount equal to the number determined by multiplying the Base Rental for the final month of the Lease Term by one hundred fifty percent (150%) and then dividing that result by thirty (30). Such amount will be due and payable in advance on the first day of each calendar month during any such holdover period. Tenant will also pay Landlord any and all costs, expenses or damages sustained by Landlord as a result of such holdover. During such time as Tenant continues to hold the Premises after the expiration or termination hereof, such holding over will be a tenancy at sufferance, subject to all of the terms, provisions, covenants and agreements of this Lease except as modified by this Section 3.3 with respect to the length of the Term and the amount of the Base Rental. No payments of money by Tenant to Landlord after the expiration or termination of this Lease or after the giving of any notice of termination by Landlord to Tenant will reinstate, continue or extend the Term or reduce the liability of Tenant to Landlord for damages incurred because of such holding over by Tenant or affect any termination notice given by Landlord to Tenant, and no extension of the Term will be valid unless and until the same will be reduced to writing and signed by both Landlord and Tenant.

ARTICLE IV

TENANT'S MONETARY OBLIGATIONS

4.1      Base Rental . Tenant agrees and promises to pay to Landlord at Landlord's offices in the Building (or at such other place as Landlord may designate from time to time), in lawful money of the United States of America, the Base Rental set forth in Section 1.4 hereof. The monthly installments of Base Rental will be due and payable in advance on the first day of each calendar month during the Term without notice or demand and without any offset or deduction whatsoever. Should the Term commence on a day other than the first day of a calendar month or terminate on a day other than the last day of a calendar month, Base Rental for any such partial month will be prorated on a daily basis. Base Rental for the first partial month, if any, will be payable on Commencement Date notwithstanding the receipt by Landlord of any prepaid rent under this Lease. No payment by Tenant or receipt or acceptance by Landlord of a lesser amount than the correct installment of Base Rental or other amount due from Tenant will be deemed to be other than a payment on account, nor will any endorsement or statement on any check or any letter accompanying any check or payment be deemed an accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord's right to recover the balance or pursue any other remedy provided by this Lease or by applicable law. The acceptance by Landlord of rental payment(s) on a date after the due date of such payment(s) will not be construed to be a waiver of Landlord's right to declare a default for a subsequent late payment.

4.2      Tenant's Share of Certain Building Costs

• 4.2.1      Pro Rata Share . The Term "Premises' Pro Rata Share" means the amount obtained by multiplying the fraction having as its numerator the number of Rentable Square Feet in the Premises and as its denominator the number of Rentable Square Feet in the Building, times the cost in question. Tenant hereby agrees that the Premises' Pro Rata Share as of the Effective Date is Two and Three Tenths (2.32%), as determined in accordance with the formula set forth in the initial sentence of this paragraph. The Premises' Pro Rata Share shall be re-determined if and as any adjustments are made in the measurements of the number of Rentable Square Feet comprising the Premises or the Building, as set forth in Section 2.2 hereinabove.

  4.2.2      Building Operating Costs . Tenant will pay to Landlord, as additional rental hereunder, in the manner set forth below, an amount ("Tenant's Pro Rata Share") equal to the Premises' Pro Rata Share of the amount by which Building Operating Costs for each calendar year of the Term exceeds Landlord's Share of Building Operating Costs. For purposes hereof, the term "Building Operating Costs" means all costs, charges, and expenses incurred by Landlord in connection with owning, operating, maintaining, repairing, insuring and managing the Building and Common Areas except those costs, charges, and expenses included within the definition of Energy Costs. Building Operating Costs include, without limitation, the items enumerated on Exhibit "C" to this Lease. If the Building Operating Costs for any calendar year is less than Landlord's Share of Building Operating Costs, the Premises' Pro Rata Share of Building Operating Costs will be deemed to be equal to Landlord's Share of Building Operating Costs.

  4.2.3      Energy Costs . Tenant will pay to Landlord, as additional rental hereunder, in the manner set forth below, the Premises' Pro Rata Share of Energy Costs for each calendar year of the Term. For purposes hereof, the term "Energy Costs" means the costs charged to or incurred by Landlord for electricity and any and all other forms of energy for the Building and the Common Areas, including all costs of metering the Building's use of energy and all indirect costs of providing such energy, such as, but not limited to, any sales, use or other taxes and insurance. Tenant hereby acknowledges its understanding and agreement that Landlord has entered into (or may hereafter make and enter into) certain agreements with the Building's utility service provider(s), whereby each such provider has the exclusive right to provide utility services to the Building and Premises, and Tenant agrees to honor any such agreement(s) and to therefore use no other utility service provider(s) in respect to utilities to the Premises; provided, further, that it is acknowledged that Landlord shall have the right (at Landlord's option) at any time and from time to time during the Lease Term to contract for service from a different company or companies providing electricity or any other applicable utility service, and Tenant shall reasonably cooperate with Landlord in connection with any such change in provider(s). Landlord's obligation to furnish such utility services shall be subject to the rules and regulations of the supplier of such services and governmental rules and regulations; provided, further, that Landlord may, upon not less than 30 days' prior written notice to Tenant, discontinue any such services to the Premises, provided Landlord first arranges for a direct connection thereof through the supplier of such service (in which event Tenant shall be responsible for contracting with the supplier of such service, which has been approved by Landlord [such approval not to be unreasonably withheld by Landlord], and for paying all deposits for, and costs relating to, such service). Energy Costs . Tenant will pay to Landlord, as additional rental hereunder, in the manner set forth below, the Premises' Pro Rata Share of Energy Costs for each calendar year of the Term. For purposes hereof, the term "Energy Costs" means the costs charged to or incurred by Landlord for electricity and any and all other forms of energy for the Building and the Common Areas, including all costs of metering the Building's use of energy and all indirect costs of providing such energy, such as, but not limited to, any sales, use or other taxes and insurance; provided, that the Energy Costs passed through by, and reimbursable to, Landlord pursuant to this Section 4.2.3 shall be the actual costs incurred by Landlord with respect thereto with no mark-up for profit by Landlord. Tenant hereby acknowledges its understanding and agreement that Landlord has entered into (or may hereafter make and enter into) certain agreements with the Building's utility service provider(s), whereby each such provider has the exclusive right to provide utility services to the Building and Premises, and Tenant agrees to honor any such agreement(s) and to therefore use no other utility service provider(s) in respect to utilities to the Premises; provided, further, that it is acknowledged that Landlord shall have the right (at Landlord's option) at any time and from time to time during the Lease Term to contract for service from a different company or companies providing electricity or any other applicable utility service, and Tenant shall reasonably cooperate with Landlord in connection with any such change in provider(s). Landlord's obligation to furnish such utility services shall be subject to the rules and regulations of the supplier of such services and governmental rules and regulations; provided, further, that Landlord may, upon not less than 30 days' prior written notice to Tenant, discontinue any such services to the Premises, provided Landlord first arranges for a direct connection thereof through the supplier of such service (in which event Tenant shall be responsible for contracting with the supplier of such service, which has been approved by Landlord [such approval not to be unreasonably withheld by Landlord], and for paying all deposits for, and costs relating to, such service).

  4.2.4      Electricity Savings Expenditures .     Notwithstanding anything contained in this Lease to the contrary, if for any reason, including but not limited to imposition of governmental requirements, laws or regulations, or in the event Landlord deems it necessary or prudent to expend monies directly or indirectly for the purpose of attempting to reduce energy consumption of the Building and if by generally accepted accounting principals those funds expended are, or may be treated as capital expenditures, the Tenant shall also pay: (i) Tenant's pro rata share of the utility charges actually incurred, in accordance with the Lease; plus (ii) Tenant's pro rata share of the savings generated by the capital expenditures for the applicable period, which savings shall be applied toward amortization of those capital expenditures until such time as the savings from the energy reduction have fully amortized and paid for the capital expenditure.

  4.2.5      Estimated Costs . Within ninety (90) days after the end of each calendar year after the Base Year, or as soon thereafter as is reasonably practicable, Landlord will deliver to Tenant a statement ("Statement") setting forth for the previous calendar year the actual Building Operating Costs, Energy Costs, Tenant's Pro Rata Share of Building Operating Costs and the Premises' Pro Rata Share of Energy Costs, the amounts paid by Tenant toward Building Operating Costs and Energy Costs and the amounts remaining due from or overpaid by Tenant. In addition, the Statement shall contain Landlord's estimate of Tenant's Pro Rata Share of Building Operating Costs ("Estimated Building Operating Costs") and Landlord's estimate of the Premises' Pro Rata Share of Energy Costs ("Estimated Energy Costs") for the then current calendar year (it being hereby acknowledged and agreed by Tenant that such sums, including without limitation the First Year Estimated Energy Costs amount set forth in Section 1.7 above, are estimates only, which shall be subject to adjustment by Landlord from time to time during the then-ensuing calendar year and which shall be subject to final adjustment based on the actual charges therefor as determined following each such calendar year, with such final adjustment to be communicated and paid in the manner set forth in this Section 4.2 ). Any Statement delivered to Tenant by Landlord shall be conclusively presumed to be true and correct unless Tenant delivers a written objection to such Statement to Landlord within fifteen (15) days after delivery thereof.

  • 4.2.5.1     Commencing on the first day of the first month following the delivery to Tenant of each Statement referred to above and on the first day of each month thereafter until delivery to Tenant of the next such Statement, Tenant will pay to Landlord, concurrently with the Tenant's payments of the monthly installments of Base Rental as provided in this Lease, one-twelfth (1/12th) of the Estimated Building Operating Costs and one-twelfth (1/12) of the Estimated Energy Costs, as contained in the Statement.

    4.2.5.2     In addition, within thirty (30) days after the date of delivery of the Statement, Tenant will pay to Landlord the balance of the amounts, if any, required to be paid pursuant to Section 4.2.5 for the previous calendar year, or if Tenant has overpaid such amount, Landlord will refund the amount of such overpayment to Tenant, except that Landlord may (at Landlord's sole option) credit any amounts due from Landlord to Tenant against the monthly installments of Base Rental next thereafter coming due.

    4.2.5.3     In event that the Commencement Date of this Lease occurs on a day other than the first day of a calendar year, Landlord will notify Tenant of the monthly installments of Estimated Building Operating Costs, if any, for the remainder of such calendar year, no later than thirty (30) days prior to Commencement Date. For such initial calendar year, the Tenant's Pro Rata Share of the Building Operating Costs shall be prorated based on a fraction the numerator of which shall be the number of days from the Commencement Date to December 31 and the denominator of which is three hundred sixty-five (365).

    4.2.5.4     The Base Year Estimated Energy Costs shall be the amount set forth in Section 1.7 above.

    4.2.5.5     In the event that this Lease terminates on a date other than the last day of a calendar year, then upon termination Tenant will pay to Landlord a sum equal to Landlord's estimate of the amount due as of the date of termination, such estimate to be based on the facts currently available to Landlord on the termination date. Landlord and Tenant will thereafter settle the actual amounts owing within thirty (30) days of the final determination of Building Operating Costs and Energy Costs for such year.

4.3      Adjustment for Occupancy . During any calendar year in which the Building has less than full occupancy, those Building Operating Costs and Energy Costs that are not fixed costs and that under ordinary circumstances vary with variances in occupancy of the Building will be computed as though the Building had been ninety five percent (95%) occupied for the entire calendar year.

4.4      Prepaid Rent . Contemporaneously with Tenant's execution of this Lease, Tenant will pay to Landlord the sum specified in Section 1.8 hereof, which sum shall be credited to monthly installments of Base Rental as specified in said Section 1.8 .

4.5      Security Deposit . Contemporaneously with the execution of this Lease, Tenant will pay Landlord the sum set forth in Section 1.9 as security for the performance by Tenant under this Lease. If Tenant defaults with respect to any provision of this Lease, Landlord may, but will not be required to, use, apply or retain all or any part of the Security Deposit for the payment of any rent or any other sum in default, or for the payment of any other amount which Landlord may spend or may become obligated to spend by reason of Tenant's default, or to compensate Landlord for any other loss or damage which Landlord may suffer by reason of Tenant's default. If any portion of the Security Deposit is so used or applied, Tenant will, upon demand therefor, deposit cash with Landlord in an amount sufficient to restore the Security Deposit to the original amount. If Tenant fully performs every provision of this Lease to be performed by Tenant, the Security Deposit will be returned to Tenant within thirty (30) days after the Expiration Date, less any sums Landlord has deducted pursuant to this paragraph. Tenant will not assign or encumber Tenant's interest in the Security Deposit and neither Landlord nor Landlord's successors or assigns will be bound by any such attempted assignment or encumbrance of the Security Deposit.

4.6      Taxes on Tenant's Property; Other Taxes . Tenant will be liable for and will pay before delinquency all taxes, assessments, license fees, excise and other charges levied or assessed by any governmental or quasi-governmental authority against personal property, furniture or fixtures placed by Tenant in the Premises, the leasehold estate created hereby, or operations at, occupancy of, or conduct of business in or from the Premises. Tenant shall also pay to Landlord, concurrently with the payments of rent as provided for herein, the amount of any applicable sales, use or excise tax with respect to any such rent, whether the same be levied, imposed or assessed by the State of Texas or any other federal, state, county or municipal governmental entity or agency, including any so called "rent taxes." If any such taxes for which Tenant is liable are levied or assessed against Landlord or Landlord's property and if Landlord elects to pay the same or if the assessed value of Landlord's property is increased by inclusion of personal property, furniture or fixtures placed by Tenant in the Premises or the leasehold estate created hereby, and Landlord elects to pay the taxes based on such increase, then Tenant will be liable to Landlord for such payment by Landlord, and Tenant will pay to Landlord upon demand that part of such taxes for which Tenant is so liable.

4.7      Late Payments . Should Tenant fail to pay any installment of Base Rental on or before the fifth (5th) day of each calendar month during the Term, a late charge in an amount equal to five percent (5%) of the installment then due will be paid by Tenant to Landlord at the time of payment of the delinquent sum. The late charge is in addition to any Interest pursuant to Section 4.8 and is agreed by Landlord and Tenant to be a reasonable estimate of the extra administrative expenses incurred by Landlord in handling such delinquencies.

4.8      Interest . All monetary obligations of Tenant to Landlord under this Lease remaining unpaid after the due date therefor will bear interest from and after such date until paid at the lesser of (i) the highest lawful rate or (ii) three percent (3%) over the "prime interest rate" announced from time to time by Bank of America N.A. in Dallas, Texas. If no due date is established under the other terms and provisions of this Lease, such due date shall be five (5) days after the date upon which Landlord delivers to Tenant written demand for payment.

4.9      Supervision Fee . If Tenant fails to perform any obligation of Tenant under this Lease, Landlord may enter the Premises and perform such obligation without liability to Tenant for any loss or damage to Tenant, its property, its invitees or the property of its invitees thereby incurred, and Tenant will reimburse Landlord for the costs incurred by Landlord in connection with such performance, plus an additional twenty percent (20%) of such cost to compensate Landlord for its overhead and supervision costs, within ten (10) days of receipt of Landlord's invoice therefor.

4.10      Additional Rental . All amounts payable by Tenant to Landlord under this Lease in addition to Base Rental shall be deemed to be additional rental and will be payable and recoverable as rent in the manner prescribed in this Lease. As used herein, the terms "rental" and/or "rent" shall mean and include, without limitation, the Base Rental, the Tenant's Pro Rata Share of Building Operating Costs, the Premises' Pro Rata Share of Energy Costs, and any other additional rental, charges, reimbursable costs and other sums that Tenant may owe to Landlord under the terms and conditions of this Lease from time to time or at any time.

ARTICLE V

CONSTRUCTION

In the event any construction of tenant improvements is necessary for the Premises prior to Commencement Date, such construction will be accomplished and the cost of such construction will be borne by Landlord and/or Tenant in accordance with the Leasehold Improvement Agreement (if any) attached to this Lease, and except as expressly provided therein, Tenant acknowledges that Landlord has not undertaken and shall not be required to perform any modification, alteration or improvement to the Premises nor to provide any allowance or consideration in respect thereto.

ARTICLE VI     

SERVICES AND UTILITIES

6.1      Services by Landlord . Landlord agrees to furnish the following services during the term of this Lease:

• • (i)      Electric current to the Premises for lighting and machines of low electrical consumption, as may, in the sole judgment of Landlord, be reasonably required for use and occupancy under normal office operations;

    (ii)      Air conditioning to the Premises, both heating and cooling (as required by the seasons), as may, in the sole judgment of Landlord, be reasonably required for comfortable use and occupancy under normal office operations, during normal hours (herein, the "Normal Business Hours") of office operations for the Building (which, for purposes of this Lease, shall be understood to be 7:00 a.m. to 7:00 p.m. [Frisco, Texas time] Monday through Friday, inclusive, and 7:00 a.m. to 2:00 p.m. [Frisco, Texas time] on Saturday);

    (iii)      Cold water (at the normal temperature of the supply of water to the Building) for lavatory and toilet purposes, refrigerated water for drinking purposes and hot water (from the regular Building supply at prevailing temperatures) for lavatory purposes, all of such water service to be supplied from the Building's regular water supply;

    (iv)      Janitorial cleaning service to the Premises including such window washing and wall cleaning as may in the sole judgment of Landlord be reasonably required;

    (v)      Passenger elevators to the floor(s) on which the Premises are located for ingress to and egress from the Premises and freight elevator service in common with other tenants but only when scheduled through Landlord in advance;

    (vi)      Electric lighting for all public areas and special service areas of the Building in the manner and to the extent as may be reasonable and standard in the sole judgment of Landlord; and

    (vii)      Access to the Premises on a 24-hour-per-day, 7-day-per-week, basis; provided, that such access may be limited by Landlord during any periods other than Normal Business Hours, as well as on holidays and Sundays, to access by a cardkey access system or other system pursuant to which employees, contractors and/or visitors of Tenant shall be required to reasonably identify themselves in order to access the Building and Premises at such times, and such cards or other access systems may be issued or imposed by Landlord in accordance with Landlord's then-customary procedures (provided, further, that if access cards or other forms of identification issued by the Landlord are required by Tenant to replace lost or damaged cards or other forms of identification, Landlord may impose a reasonable fee to be reimbursed by Tenant for any such additional or replacement cards required to be so issued). NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH HEREIN, HOWEVER, TENANT HEREBY ACKNOWLEDGES AND AGREES THAT LANDLORD DOES NOT MAKE, AND TENANT HEREBY WAIVES, ANY GUARANTY OR WARRANTY, EXPRESSED OR IMPLIED, WITH RESPECT TO ANY SECURITY AT THE PROJECT OR BUILDING, OR THAT ANY SECURITY MEASURES WILL BE TAKEN OR WILL PREVENT OCCURRENCES OR CONSEQUENCES OF CRIMINAL ACTIVITY, IT BEING HEREBY ACKNOWLEDGED AND AGREED BY TENANT THAT LANDLORD HAS NOT AGREED TO PROVIDE ANY SECURITY SERVICES OR MEASURES AT THE BUILDING OR PROJECT OTHER THAN AS MAY BE EXPRESSLY SET FORTH HEREIN AND THAT NEITHER LANDLORD NOR ANY OTHER LANDLORD-RELATED PARTY SHALL BE LIABLE TO TENANT IN ANY EVENT FOR, AND TENANT HEREBY RELEASES LANDLORD AND ALL LANDLORD-RELATED PARTIES FROM ANY RESPONSIBILITY FOR, LOSSES DUE TO THEFT OR BURGLARY OR FOR DAMAGE OR INJURY DONE BY UNAUTHORIZED PERSONS IN THE BUILDING OR THE PREMISES, OR IN CONNECTION WITH ANY SUCH SECURITY MATTERS (INCLUDING WITHOUT LIMITATION ANY DAMAGE OR INJURY RESULTING FROM A CRIMINAL OR TERRORIST ATTACK).

Landlord, Landlord's cleaning contractor and such cleaning contractor's employees will have access to the Premises after 5:30 p.m. and before 8:00 a.m. and will have the right to use, without charge therefor, all light, power and water in the Premises reasonably required to clean the Premises as required under this Lease. Landlord will be deemed to have observed and performed the terms and conditions to be performed by Landlord under this Lease, including those relating to the provision of utilities and services, if in so doing Landlord acts in accordance with a directive, policy or request of any governmental or quasi-governmental authority.

6.2      Tenant's Obligations . Tenant will pay, prior to delinquency, charges for all materials and services not expressly the obligation of Landlord that are furnished to or used on or about the Premises during the Term of this Lease.

6.3      Additional Services .

• 6.3.1      Heating and Air Conditioning . Landlord shall provide heating and air conditioning services to Tenant during Normal Business Hours at no additional cost, it being agreed that the cost thereof shall be included in the Building Operating Costs and/or Energy Costs in accordance with this Lease. If Tenant requires heating and air conditioning after Normal Business Hours or on days other than normal business days, Landlord will furnish such services upon not less than twenty-four (24) hours' advance notice from Tenant, and Tenant will pay to Landlord upon demand Landlord's then established charges therefor. Tenant will not, without Landlord's prior written consent in each instance, install in the Premises equipment (including computer and telephone equipment) which generates sufficient heat to affect the temperature otherwise maintainable in the Premises by the Building air conditioning system as normally operated. If any such heat generating equipment is installed, Landlord may install such supplementary air conditioning units, facilities or services in the Premises, or make such modifications to the Premises' air conditioning system, as may in Landlord's reasonable opinion be required to maintain proper temperature levels, and Tenant will pay Landlord within ten (10) days of Tenant's receipt of an invoice for the cost thereof, including installation plus Landlord's supervision fee, operation and maintenance expenses.

  6.3.2      Electricity . Tenant's use of electric current in the Premises will not at any time exceed the capacity of any of the electrical conductors and equipment in or serving the Premises. Tenant will not, without Landlord's prior written consent in each instance, connect any fixtures, appliances or equipment to the Building's electric distribution system other than through outlets existing on Commencement Date or make any alteration or addition to the electric system of the Premises existing on the Commencement Date. Should Landlord grant such consent, all additional risers or other equipment required therefor will be provided and installed by Landlord, and the cost thereof will be paid by Tenant to Landlord within ten (10) days after receipt of an invoice therefor. If Landlord grants such consent pursuant to this Section 6.3.2 or if Tenant shall utilize additional equipment and/or services pursuant to Section 6.3.1 above or if Landlord from time to time reasonably determines that Tenant's use of electricity or any other utility or service in the Premises may be disproportionate to the use of other tenants, Landlord may separately charge Tenant for the excess costs attributable to such disproportionate use. Landlord may in any such events install separate metering for any utility service, the cost of which separate metering, including installation and Landlord's supervision fee, Tenant will reimburse to Landlord within ten (10) days after invoicing by Landlord.

  6.3.3      Cleaning . Tenant will pay to Landlord, within ten (10) days after receipt of an invoice from Landlord, the costs incurred by Landlord for (a) extra cleaning work in the Premises required because of the nature of the use and occupancy of the Premises by Tenant, and (b) removal from the Premises and the Building of any refuse and rubbish of Tenant in excess of that ordinarily accumulated in business office occupancy or at times other than Landlord's standard cleaning times. If Tenant desires to have cleaning work done in the Premises in addition to that provided by Landlord pursuant to Section 6.1 hereof, Tenant must employ Landlord's janitorial cleaning contractor for such services, and the cost of such additional services will be borne solely by Tenant.

6.4      Interruption . Landlord reserves the right, without any liability to Tenant and without affecting Tenant's covenants and obligations hereunder, to stop or interrupt or reduce any of the services listed in Section 6.1 and/or Section 6.3 or to stop or interrupt or reduce any other services required of Landlord under this Lease, whenever and for so long as may be necessary, by reason of (i) the making of repairs or changes which Landlord is required or is permitted by this Lease or by law to make or in good faith deems necessary or (ii) any other cause beyond Landlord's control. Landlord does not warrant that the services provided for in Section 6.1 and/or Section 6.3 or elsewhere in this Lease will be free from interruption or stoppage and no such interruption or stoppage will in any manner relieve Tenant of any of Tenant's obligations under this Lease except as expressly provided in this Lease. FAILURE TO ANY EXTENT TO MAKE AVAILABLE, OR ANY SLOW-DOWN, STOPPAGE OR INTERRUPTION OF ANY SERVICES DESCRIBED IN THIS ARTICLE VI RESULTING FROM ANY CAUSE WHATSOEVER (OTHER THAN LANDLORD'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) SHALL NOT RENDER LANDLORD LIABLE IN ANY RESPECT FOR DAMAGES, NOR BE CONSTRUED AS AN EVICTION OF TENANT (ACTUAL OR CONSTRUCTIVE) NOR RELIEVE TENANT FROM FULFILLMENT OF ANY COVENANT OR AGREEMENT HEREOF.

ARTICLE VII

USE AND OCCUPANCY

7.1      Quiet Enjoyment . During the Term of this Lease, Landlord agrees to warrant and defend Tenant's rights under this Lease to enjoy possession of the Premises against any party claiming by, through or under Landlord, subject to the terms of this Lease and any ground lease, mortgage or deed of trust which is now or hereafter placed against the Building or Property, so long as Tenant is not in default under this Lease. This covenant will be construed as a covenant running with the land, and is not, nor will this covenant be construed as, a personal covenant of Landlord, except to the extent of Landlord's interest in this Lease and only for so long as such interest continues. Thereafter this covenant will be binding only upon subsequent successors in interest of Landlord's interest in this Lease, to the extent of such successors' respective interests, as and when they will acquire the same, and for so long as such successors will retain such interest.

7.2      Tenant's Use . Tenant agrees that the Premises will be used and occupied by Tenant only for those uses permitted by Section 1.10 of this Lease.

7.3      Rules and Regulations . Tenant will comply fully with all requirements of the "Rules and Regulations" (herein so called) of the Building which are contained in Exhibit "D" attached hereto; provided that, in the event of any conflict between the provisions of this Lease and the Rules and Regulations, the provisions of this Lease shall control. Landlord will at all times have the right to change such Rules and Regulations or to promulgate other Rules and Regulations in such manner as may be deemed advisable for the safety, care, or cleanliness of the Building and Common Areas, and for the preservation of good order therein, all of which Rules and Regulations, changes and amendments will be forwarded to Tenant in writing and will be carried out and observed by Tenant. Tenant will also be responsible for the compliance with such Rules and Regulations by the agents, employees, licensees and invitees of Tenant. Nothing contained in this Lease shall be construed to impose upon Landlord any duty or obligation to enforce the Rules and Regulations against any other tenant or any employees or agents of any other tenant, and Landlord will not be liable to Tenant for violation of the Rules and Regulations by any other tenant or such other tenant's employees, agents, invitees or licensees.

7.4      Additional Covenants of Tenant .

• 7.4.1      Applicable Laws . Tenant agrees to use and maintain the Premises in a careful, safe and proper manner and to comply with all applicable laws, ordinances, orders, rules and regulations of all governmental bodies, federal, state, county and municipal (collectively "Applicable Laws") from time to time in force which affect Tenant's use or occupancy of the Premises. Tenant will pay all costs, expenses, fines, penalties and damages which may be imposed upon Landlord by reason of or arising out of Tenant's failure to comply with and observe fully and promptly such Applicable Laws. Tenant will, at Tenant's expense, procure and maintain all governmental licenses or permits required for the proper and lawful conduct of Tenant's business in the Premises. Tenant will give prompt notice to Landlord of any notice Tenant receives of the violation of any Applicable Laws.

  7.4.2      Waste, Hazards . Tenant agrees not to commit waste or permit waste to be committed or to allow or permit any public nuisance on or in the Premises. Tenant will not use the Premises or allow or permit the same to be used in any way which will increase the rate of fire or other insurance for the Building or the Building's contents, which may render the Building uninsurable at normal rates by responsible insurance carriers authorized to do business in the State of Texas or which may render void or voidable any insurance on the Building or the Building's contents. Tenant will not violate, or permit the violation of, any condition imposed by any insurance policy covering the Building and/or the Property and will not do, or permit anything to be done in the Premises which would result in the cancellation of fire or other insurance for the Building, the Building's contents or the Property, or limit the assertion of any defense by the insured, in whole or in part, to claims under any policy of insurance in respect of the Building or the Property. In the event that by reason of Tenant's acts or conduct of business there is an increase in the rate of insurance on the Building or the contents thereof, then Tenant hereby agrees to pay such increase, but such payment will not be deemed a waiver of Landlord's rights to enforce the covenants herein contained.

7.5      Entry by Landlord . Landlord will have the right at any time to enter the Premises for the purpose of examining and inspecting the Premises and to make such repairs, additions or alterations to the Premises or other portions of the Building as Landlord may deem necessary or proper for the safety, improvement or preservation of the Premises or of the Building, so long as same do not unreasonably interfere with Tenant's use and occupancy of the Premises. During the period of eighteen (18) months prior to the expiration date of this Lease, Landlord and Landlord's agent may show the Premises to prospective tenants.

7.6      Building Name . Landlord reserves and retains the right at any time and from time to time to change the name by which the Building is designated.

ARTICLE VIII

REPAIRS, ALTERATIONS

8.1      Repairs and Maintenance . Landlord will repair and maintain the structural components of the Building, the basic Building core, the basic Building facilities systems which pass through the Premises and the Common Areas. Landlord will not be responsible for maintenance or repair of improvements made by or at the request of Tenant that are not Building Standard (which term, as used herein and herein so called, shall mean the level or type of service or equipment standard in the Building or the type, brand or quality of materials Landlord designates from time to time to be the minimum or exclusive type, brand or quality to be used in the Building), it being hereby agreed that Tenant shall be solely responsible for the cost of maintenance or repair of any non-Building Standard improvements made by or at the request of Tenant. Tenant will, at Tenant's expense, take good care of and maintain the Premises in good order, condition and repair, except as provided in the preceding sentence. Tenant will be liable for any damage to the Premises or to any other part of the Building which arises out of any act, omission, misuse or neglect of Tenant or any of Tenant's subtenant's, employees, agents, contractors or invitees or any other person entering upon the Premises. Tenant, at Tenant's expense, will be responsible for replacement of any and all light bulbs and fluorescent tubes in the Premises other than the Building standard fluorescent tubes and ballasts, and Tenant shall additionally be responsible for promptly replacing all scratched, damaged or broken doors and glass in and about the Premises and will be responsible for all repairs, maintenance and replacement of wall and floor coverings in the Premises to the extent that the same are damaged beyond reasonable and customary wear and tear (except to the extent that such damage or need for repair is caused by the act, omission, misuse or neglect of Landlord or any of Landlord's employees, agents, contractors or invitees and such damage or repair item is not covered by, or is not required hereunder to be covered by, insurance of Tenant or subject to the provisions of Section 9.5 hereof). Any repairs in or to the Premises or the Building for which Tenant is responsible will, only after Landlord's receipt of written request therefor, be performed by Landlord at Tenant's expense (including Landlord's supervision fee under Section 4.9 hereof).

8.2      Surrender of Premises . Upon termination or earlier expiration of this Lease, or upon the exercise by Landlord of Landlord's right to re-enter the Premises without terminating this Lease, Tenant will deliver the Premises to Landlord in a condition comparable to the condition existing on the Commencement Date, ordinary wear, tear and obsolescence only excepted. Tenant will deliver to Landlord all keys for the Premises and combinations to safes located in the Premises. Tenant will, at Landlord's option, remove, or cause to be removed, from the Premises or the Building, at Tenant's expense and as of Expiration Date or earlier termination of this Lease, all of Tenant's signs, notices, displays, millwork, movable trade or business fixtures, or, subject to Subsection 8.3 of this Lease, any non-Building standard tenant improvements placed in the Premises or the Building. Tenant agrees to repair, at Tenant's expense, any damage to the Premises or the Building resulting from the removal of any articles of personal property, movable business or trade fixtures, machinery, equipment, furniture, movable partitions or non-Building standard tenant improvements, including without limitation, repairing the floor and patching and painting the walls where reasonably required by Landlord. Tenant's obligations under this Section 8.2 will survive the expiration or earlier termination of this Lease. If Tenant fails to remove any item of property permitted or required to be removed at the expiration or earlier termination of the Term, Landlord, may, at Landlord's option, (a) remove such property from the Premises at the expense of Tenant and sell or dispose of same in such manner as Landlord deems advisable, or (b) place such property in storage at the expense of Tenant. Any property of Tenant remaining in the Premises ten (10) days after the Expiration Date or earlier termination of this Lease will be deemed to have been abandoned by Tenant, and in such case such items may be retained by Landlord as Landlord's property or disposed of by Landlord without accountability to Tenant, in such manner as Landlord determines, at Tenant's expense.

8.3      Alterations and Additions by Tenant .

• 8.3.1      Approval Required . Tenant will not make, or cause or permit to be made, any additions, alterations, installations or improvements in or to the Premises (singularly "Alteration" and collectively "Alterations"), without the prior written consent of Landlord. Notwithstanding the foregoing provisions of this paragraph, Landlord's consent shall not be required for any Alteration that satisfies all of the following criteria: (a) is solely of a cosmetic nature, such as painting, wallpapering, hanging pictures and installing carpeting; (b) is not visible from outside the Premises or the Building; (c) will not affect the systems or structure of the Building; and (d) does not require work to be performed inside the walls or above the ceiling of the Premises; provided, that even for Alterations not requiring the consent of Landlord pursuant hereto, the contractor or contractorsproviding and/or undertaking any such Alterations shall be subject to the prior written approval of Landlord (which approval shall not be unreasonably withheld or delayed) and must provide evidence of insurance against such risks and in such amounts as may be reasonably required by Landlord (such evidence of insurance to be provided prior to the commencement of any such Alterations), and the hours of construction and proposed construction methods with regard to such Alterations must in any event be reasonably coordinated with Landlord in advance so as to avoid unreasonable interference with the management, use or occupancy of the Building by others. Unless Landlord has waived such requirement in writing, together with Tenant's request for approval of any Alteration, Tenant must also submit details with respect to