FIFTH AMENDMENT TO OFFICE LEASE

Exhibit 10.41

FIFTH AMENDMENT TO OFFICE LEASE

THIS FIFTH AMENDMENT TO OFFICE LEASE (this “ Fifth Amendment ”) is entered into between CRESCENT REAL ESTATE FUNDING VIII, L.P. , a Delaware limited partnership (“ Landlord ”), and GAINSCO, INC. , a Texas corporation (“ Tenant ”).

A.             Landlord, and Tenant executed that certain Office Lease dated as of May 3, 2005 (the “ Original Lease ”) covering certain space designated as Suite 1200, containing approximately 20,585 Rentable Square Feet on the 12 th  floor (the “ Original Premises ”) of the office building located at 3333 Lee Parkway, Dallas, Texas (the “ Building ”).

B.             The Original Lease has been amended by (i) that certain First Amendment to Lease dated July 13, 2005 (the “ First Amendment ”), pursuant to which the Tenant leased an additional 11,130 Rentable Square Feet on the 11 th  floor of the Building (the “ First Preferential Space ”); (ii) that certain Second Amendment to Lease dated September 23, 2005 (the “ Second Amendment ”), pursuant to which the Premises was expanded to include an additional 8,749 Rentable Square Feet (the “ Expansion Space ”); (iii) that certain Third Amendment to Office Lease dated October 27, 2005 (the “ Third Amendment ”) regarding use of certain conference facilities; and (iv) that certain Fourth Amendment to Office Lease executed by Landlord on January 25, 2006 (the “ Fourth Amendment ”) adding a Cabling Agreement as Exhibit G to the Lease.

C.            The Original Lease, as modified by the First Amendment, Second Amendment, Third Amendment and Fourth Amendment is hereinafter collectively referred to as the “ Lease ”.  The Original Premises as expanded by the First Preferential Space and Expansion Space collectively consists of 40,464 Rentable Square Feet (the “ Current Premises ”).

D.             Landlord and Tenant now desire to amend the Lease as set forth below.  Unless otherwise expressly provided in this Second Amendment, capitalized terms used in this Second Amendment shall have the same meanings as in the Lease.

FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1.              EXPANSION .   Tenant leases from Landlord an additional 11,656 Rentable Square Feet in Suite 700 on the 7 th  floor of the Building (the “ Second Expansion Space ”) as depicted on the attached Exhibit A . The Lease term for the Second Expansion Space shall commence upon April 1, 2007 (the “ Second Expansion Space Commencement Date ”), and shall run concurrent with the Term of the Lease.  Effective upon the Second Expansion Space Commencement Date the “ Premises ” shall be deemed to include the Current Premises and the Second Expansion Space for all purposes of the Lease, and will consist of a total of 52,120 Rentable Square Feet.  In connection with the foregoing, Landlord agrees that Tenant may enter the Second Expansion Space on or after February 17, 2007 for the sole purpose of installation of furniture, fixtures and equipment (the “ Early Entry ”) provided that such Early Entry is conducted in a manner as to not unreasonably interfere with any Landlord Work occurring in or around the Second Expansion Space, and further provided that such Early Entry shall be subject to all of the terms and conditions contained in the Lease (other than the payment of Base Rent and Tenant’s Pro Rata Share of Excess Operating Expenses), including, without limitation, Tenant’s insurance and indemnity obligations as contained in this Lease.  Prior to any such Early Entry, Tenant shall provide Landlord with certificates of insurance or other evidence acceptable to Landlord evidencing Tenant’s compliance with its insurance obligations.  In the event that Tenant’s Early Entry interferes with the Landlord Work or otherwise disrupts Landlord’s operations or the operations of other tenants in the Building, Landlord may terminate Tenant’s right to Early Entry, and any delay in the Landlord Work attributable to such Early Entry will be deemed a Tenant Delay as provided in the attached Work Letter.

3333 LEE PARKWAY / GAINSCO, INC.

Fifth Amendment to Office Lease

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2.          RENT

(a)            Base Rent for the Second Expansion Space .   Commencing upon the Second Expansion Space Commencement Date and continuing through the Expiration Date (“ SESCD ” and “ ED ”, respectively in the table below), the Base Rent due and payable for the Second Expansion Space shall be as follows:

(b)           Payment .   All rental shall be paid in accordance with the terms and provisions of the Lease, as modified by this Fifth Amendment.

3.           BASE YEAR         The Base Year for Operating Expenses in connection with the Second Expansion Space shall be the 2007 calendar year.

4.           EARLY TERMINATION .  Tenant shall continue to have the option to terminate its lease of the Original Premises and First Preferential Space on the terms and conditions provided for in Section 3.D of the Original Lease.  In addition, Tenant shall have the option to terminate its lease of the Expansion Space on the same terms and conditions set forth in Section 4 of the Second Amendment. Furthermore, Tenant shall have the option to terminate its lease of the Second Expansion Space on the same terms and conditions provided for in Section 3.D of the Original Lease, except the termination of the lease of the Second Expansion Space shall be conditioned on the payment of six (6) times (instead of four [4] times) the Base Rent payable for the Second Expansion Space for the month immediately preceding the Termination Date.  Tenant shall have the option to terminate its lease of the Original Premises, the First Preferential Space, the Expansion Space and the Second Expansion Space separately, or all at the same time.

5.          CONDITION OF THE SECOND EXPANSION SPACE .   TENANT ACCEPTS THE SECOND EXPANSION SPACE IN ITS “AS-IS” CONDITION, AND LANDLORD MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER WITH RESPECT THERETO, except that Landlord shall cause leasehold improvements to be performed in the Second Expansion Space in accordance with the Work Letter attached as Exhibit B .

6.           RIGHT OF FIRST REFUSAL.   Tenant shall the Right of First Refusal as set forth in the Rider No. 1 attached to this Fifth Amendment.

7.           PARKING .   Effective as of the Second Expansion Space Commencement Date, Tenant shall be entitled to an additional 38 parking permits which allow access to unreserved spaces in Parking Facilities.  Any charges for such permits shall be abated for the initial Term of the Lease.

8.           BROKERS .   Tenant represents and warrants that it has not been represented by any broker or agent in connection with the execution of this Fifth Amendment.  Tenant shall indemnify and hold harmless Landlord and its designated property management, construction and marketing firms, and their respective partners, members, affiliates and subsidiaries, and all of their respective officers, directors, shareholders, employees, servants, partners, members, representatives, insurers and agents from and against all claims (including costs of defense and investigation) of any broker or agent or similar party claiming by, through or under Tenant in connection with this Fifth Amendment.

9.             TIME OF THE ESSENCE .   Time is of the essence with respect to Tenant’s execution and delivery of this Fifth Amendment to Landlord.  If Tenant fails to execute and deliver a signed copy of this Fifth Amendment to Landlord by 5:00 p.m., February 7, 2007, this Fifth Amendment shall be deemed null and void and shall have no force or effect, unless otherwise agreed in writing by Landlord. Landlord’s

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acceptance, execution and return of this Fifth Amendment shall constitute Landlord’s agreement to waive Tenant’s failure to meet such deadline.

10.          MISCELLANEOUS .   This Fifth Amendment shall become effective only upon its full execution and delivery by Landlord and Tenant.  This Fifth Amendment contains the parties’ entire agreement regarding the subject matter covered by it and supersedes all prior correspondence, negotiations, and agreements, if any, whether oral or written, between the parties concerning such subject matter.  There are no contemporaneous oral agreements, and there are no representations or warranties between the parties not contained in this Fifth Amendment.  All exhibits referenced in this Fifth Amendment are incorporated by reference and made a part hereof for all purposes.  Except as modified by this Fifth Amendment, the terms and provisions of the Lease shall remain in full force and effect, and the Lease, as modified by this Fifth Amendment, shall be binding upon and shall inure to the benefit of Landlord and Tenant, their successors and permitted assigns.

11.          RATIFICATION .   Tenant confirms and ratifies that, as of the date hereof, (a) the Lease is and remains in good standing and full force and effect, and (b) Tenant has no claims, counterclaims, set-offs or defenses against Landlord arising out of the Lease or in any way relating thereto or arising out of any other transaction between Landlord and Tenant.

12.          CONTINGENCY .   The effectiveness of this Fifth Amendment is contingent upon the termination of any leases and other agreements currently encumbering the Second Expansion Space.  If such terminations are not effected to allow sufficient time for Landlord to meet it’s obligations under this Fifth Amendment, at Landlord’s option, this Fifth Amendment will be void and of no force or effect.

LANDLORD AND TENANT enter into this Fifth Amendment as of the Effective Date specified below Landlord’s signature.

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