Exhibit 10.1

OFFICE LEASE

BETWEEN

CRESCENT 1301 MCKINNEY, L.P.

A DELAWARE LIMITED PARTNERSHIP

(“LANDLORD”)

AND

KEY ENERGY SERVICES, INC.,

A MARYLAND CORPORATION

(“TENANT”)

TABLE OF CONTENTS

EXHIBITS AND RIDERS :

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OFFICE LEASE

This Office Lease (this “ Lease ”) is entered into by and between CRESCENT 1301 MCKINNEY, L.P., a Delaware limited partnership (“ Landlord ”), and KEY ENERGY SERVICES, INC., a Maryland corporation (“ Tenant ”), and shall be effective as of the date set forth below Landlord’s signature (the “ Effective Date ”).

1.              Basic Lease Information .  The key business terms used in this Lease are defined as follows:

A.             “ Building ”:  The building located at 1301 McKinney, Houston, Texas.

B.             “ Rentable Square Footage of the Building ” is agreed and stipulated to be 1,218,459 square feet.

C.             “ Premises ”:  The area shown on Exhibit A-1 to this Lease.  The Premises are located on floor 18 of the Building and known as suite number 1800.  The “ Rentable Square Footage of the Premises ” is deemed to be 25,137 square feet.  If the Premises include, now or hereafter, one or more floors in their entirety, all corridors and restroom facilities located on such full floor(s) shall be considered part of the Premises.  Landlord and Tenant stipulate and agree that the Rentable Square Footage of the Building and the Rentable Square Footage of the Premises are correct and shall not be remeasured.

D.             “ Base Rent ”:

**  Provided that Tenant is not in monetary default under this Lease beyond any applicable notice and/or cure period, the monthly Base Rent and OE Payment for each of the initial 6 months of the Term shall be abated (the “Rent Abatement Period”).

E.              “ Tenant’s Pro Rata Share ”:  The percentage equal to the Rentable Square Footage of the Premises divided by the Rentable Square Footage of the Building.

F.              “ Term ”:  The period of approximately 126 months starting on the Commencement Date, subject to the provisions of Article 3 .

G.             “ Commencement Date ”: December 15, 2005.

H.             “ Security Deposit ”:  Letter of Credit in the amount of $1,325,976.75 issued in accordance with Article 6 .

I.               “ Guarantor(s) ”: N/A.

J.              “ Business Day(s) ”:  Monday through Friday of each week, exclusive of New Year’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, the day after Thanksgiving and Christmas Day (“ Holidays ”).  Landlord may designate additional Holidays, provided that the additional Holidays are commonly recognized by the majority of other office buildings in the area where the Building is located.

K.             “ Law(s) ”:  All applicable statutes, codes, ordinances, orders, rules and regulations of any municipal or governmental entity, now or hereafter adopted, including the Americans with Disabilities Act and any other law pertaining to disabilities and architectural barriers (collectively, “ ADA ”), and all laws pertaining to the environment, including the Comprehensive Environmental Response, Compensation and Liability Act, as amended, 42 U.S.C. §9601 et seq. (“ CERCLA ”), and all restrictive covenants existing of record and all rules and requirements of any existing association or improvement district affecting the Property.

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L.             “ Normal Business Hours ”:  7:30 A.M. to 6:00 P.M. on Business Days and 9:00 A.M. to 1:00 P.M. on Saturdays, exclusive of Holidays.

M.            “ Notice Addresses ”:

Tenant :  On or after the Commencement Date, notices shall be sent to Tenant at the Premises.  Prior to the Commencement Date, notices shall be sent to Tenant at the following address:

N.             “ Rent ” (defined in Section 4.A ) is payable to the order of Crescent 1301 McKinney, L.P. at the following address: P.O. Box                            , or by wire transfer to Bank of America, Dallas, Texas, ABA#111-0000-25, Crescent 1301 McKinney, L.P., Account #                             , Key Energy Services, Inc., 1301 McKinney .

O.             “ Other Defined Terms ”:  In addition to the terms defined above, an index of the other defined terms used in the text of this Lease is set forth below, with a cross-reference to the paragraph in this Lease in which the definition of such term can be found:

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2.              Lease Grant .  Landlord leases the Premises to Tenant and Tenant leases the Premises from Landlord, together with the right in common with others to use any portions of the Property (defined below) that are designated by Landlord for the common use of tenants and others, such as sidewalks, common corridors, vending areas, lobby areas and, with respect to multi-tenant floors, restrooms and elevator foyers (the “ Common Areas “).  “ Property “ means the Building and the parcel(s) of land on which it is located as more fully described on Exhibit A-2 , together with all other buildings and improvements located thereon; and the Building garage(s) and other improvements serving the Building, if any, and the parcel(s) of land on which they are located.  As used herein, the term “ Complex “ means the buildings currently known as 1 Houston Center, 2 Houston Center and 4 Houston Center, the building located at 1301 McKinney Avenue, Houston, Texas, the land on which each of those buildings is located, and the building garage(s) that are associated with each of those buildings.

3.              Term; Adjustment of Commencement Date; E arly Access .

A.             Term .  This Lease shall govern the relationship between Landlord and Tenant with respect to the Premises from the Effective Date through the last day of the Term specified in Section 1.G (the “ Expiration Date ”), unless terminated early in accordance with this Lease.  The Term of this Lease (as specified in Section 1.G ) shall commence on the “ Commencement Date ”, which shall be December 15, 2005.  Landlord shall deliver possession of the Premises to the Contractor selected pursuant to the work letter agreement (the “ Work Lette r ”) attached as Exhibit D , on or before April 15, 2005 (the “ Premises Delivery Date ”), for the construction of “Landlord’s Initial Work” and the “Landlord Work” (as such terms are defined in the Work Letter) within the Premises pursuant to the Work Letter.  If Landlord is delayed in delivering possession of the Premises due to any reason, such delay shall not be a default by Landlord, render this Lease void or voidable, or otherwise render Landlord liable for damages; provided, however, that in the event Landlord does not deliver possession of the Premises to the Contractor on or before April 15, 2005, then Tenant shall have the right, as its sole remedy, to terminate this Lease upon written notice to Landlord given at any time after such date and prior to such delivery of the Premises to the Contractor.  Promptly after the Commencement Date, Landlord and Tenant shall enter into a commencement letter agreement substantially in the form attached as Exhibit C .  If such commencement letter is not executed by Tenant within 30 days after delivery of same by Landlord, then Tenant shall be deemed to have agreed with the matters set forth therein.  Notwithstanding any other provision of this Lease to the contrary, if the Expiration Date would otherwise occur on a date other than the last day of a calendar month, then the Term shall be automatically extended to include, and the Expiration Date shall be, the last day of such calendar month.

B.             Acceptance of Premises .  The Premises are accepted by Tenant in “as is” condition and configuration subject to (1) all applicable provisions of Exhibit D of this Lease, and (2) Landlord’s repair obligations under Section 10.B ., and (3) any latent defects in the Premises of which Tenant notifies Landlord within 1 year after the Commencement Date (other than work performed by Tenant Parties [defined below]).  TENANT HEREBY AGREES THAT THE PREMISES ARE IN GOOD ORDER AND SATISFACTORY CONDITION AND THAT, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS LEASE, THERE ARE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, BY LANDLORD REGARDING THE PREMISES, THE BUILDING OR THE PROPERTY .

C.             Early Access .  Following the Effective Date, Tenant’s contractors may, upon advance written notice to Landlord, enter the Premises (and the Must-Take Space and/or the Expansion Space if either or both of such spaces are elected to be taken by Tenant under the terms of Rider Nos. 2 and/or 3 , as applicable, on or after the Effective Date and on or before December 15, 2005) for the purpose of performing work in preparation for Tenant’s move-in (including, without limitation, installation of furniture, fixtures and equipment) provided that (i) such work by Tenant’s contractors during the prosecution of Landlord’s Initial Work and the Landlord Work is conducted in a manner as to not unreasonably interfere with Landlord’s Initial Work and the Landlord Work occurring in or around the Premises, and (ii) prior to any such entry, Tenant’s contractors shall provide Landlord with certificates of insurance or other evidence of insurance reasonably acceptable to Landlord.  Commencing on the date of Substantial Completion (defined in the Work Letter) of the Landlord Work, and continuing through the Commencement Date, Tenant shall be permitted access to the Premises for the purpose of installing furniture, equipment or other personal property in the Premises, and conducting Tenant’s business activities in the Premises once the Premises are suitable for lawful occupancy .  All early access to the Premises shall be subject to the terms and conditions of

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this Lease except that Tenant shall pay no Rent (defined in Section 4.A ) for such early access even if Tenant has occupied the Premises for the purpose of conducting business.

4.              Rent .

A.             Payments .  As consideration for this Lease, commencing on the Commencement Date, Tenant shall pay Landlord, without any demand, setoff or deduction (other than abatement as specified herein) the total amount due for the Term of (1) Base Rent, (2) Additional Rent (defined below), and (3) a management fee as specified hereinbelow (all of which are sometimes collectively referred to as “ Rent “).  “ Additional Rent “ means the OE Payment and all other sums (exclusive of Base Rent) that Tenant is required to pay Landlord under this Lease.  The management fee component of Rent shall equal 3% of the sum of Base Rent and the OE Payment.  Tenant shall pay and be liable for all rental, sales and use taxes (but excluding income taxes), if any, imposed upon or measured by Rent under applicable Law.  The monthly Base Rent and the OE Payment shall be due and payable in advance on the first day of each calendar month without notice or demand.  Further, provided that Tenant is not in monetary default under this Lease beyond any applicable notice and/or cure period, the monthly Base Rent and OE Payment shall be abated for the Rent Abatement Period specified in Section 1.D .   All other items of Rent shall be due and payable by Tenant on or before 30 days after billing by Landlord.  All payments of Rent shall be by good and sufficient check or by other means (such as automatic debit or electronic transfer) acceptable to Landlord.  If the Term commences on a day other than the first day of a calendar month, the monthly Base Rent and the OE Payment for the month shall be prorated on a daily basis based on a 360 day calendar year.  Landlord’s acceptance of less than the correct amount of Rent shall be considered a payment on account of the earliest Rent due, and such acceptance shall not constitute a waiver of the remaining unpaid balance.  No endorsement or statement on a check or letter accompanying a check or payment shall be considered an accord and satisfaction, and either party may accept such check or payment without such acceptance being considered a waiver of any rights such party may have under this Lease or applicable Law.  Tenant’s covenant to pay Rent is independent of every other covenant in this Lease.

B.             Payment of Operating Expenses .  Tenant shall pay Tenant’s Pro Rata Share of the Operating Expenses (the “ OE Payment “) for each calendar year during the Term.  Notwithstanding the foregoing, Tenant’s Pro Rata Share of Controllable Expenses (defined below) shall not increase by more than 5% over Tenant’s Pro Rata Share of Controllable Expenses in the previous calendar year.  The term “ Controllable Expenses ” means all Operating Expenses excluding expenses relating to the cost of utility rates, labor costs of security services and janitorial services due to increases in the minimum wage, insurance, and real estate taxes and assessments.  On or about January 1 of each calendar year, Landlord shall provide Tenant with a detailed good faith estimate of the OE Payment for such calendar year during the Term.  On or before the first day of each month, Tenant shall pay to Landlord a monthly installment equal to one-twelfth of Landlord’s estimate of the OE Payment.  If Landlord determines that its good faith estimate of the OE Payment was incorrect, Landlord may provide Tenant with a revised estimate but not more than twice per calendar year.  After its receipt of the revised estimate, Tenant’s monthly payments shall be based upon the revised estimate.  Landlord shall make reasonable efforts to provide the estimate on or before January 15 of each year.  If Landlord does not provide Tenant with an estimate of the OE Payment by January 1 of a calendar year, Tenant shall continue to pay monthly installments based on the most recent estimate(s) until Landlord provides Tenant with the new estimate.  Upon delivery of the new estimate, an adjustment shall be made for any month for which Tenant paid monthly installments based on the same year’s prior incorrect estimate(s).  Tenant shall pay Landlord the amount of any underpayment within 30 days after receipt of the new estimate.  Any overpayment shall be credited against the next sums due and owing by Tenant or, if no further Rent is due, refunded directly to Tenant within 30 days of determination.  The obligation of Tenant to pay the OE Payment as provided herein shall survive the expiration or earlier termination of this Lease.

C.             Reconciliation of Operating Expenses .  Within 120 days after the end of each calendar year (with such date to be reasonably extended for circumstances beyond Landlord’s control), Landlord shall furnish Tenant with a reasonably detailed statement of the actual Operating Expenses and the OE Payment for such calendar year.  If the most recent estimated OE Payment paid by Tenant for such calendar year is more than the actual OE Payment for such calendar year, Landlord shall apply any overpayment by Tenant against Rent due or next becoming due; provided, if the Term expires before the determination of the overpayment, Landlord shall, within 30 days of determination, refund any overpayment to Tenant after first deducting the amount of Rent due.  If

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the most recent estimated OE Payment paid by Tenant for the prior calendar year is less than the actual OE Payment for such year, Tenant shall pay Landlord, within 30 days after its receipt of the statement of Operating Expenses and the OE Payment, any underpayment for the prior calendar year.

D.             Operating Expenses Defined .  “ Operating Expenses “ means all costs and expenses incurred or accrued in each calendar year in connection with the ownership, operation, maintenance, management, repair and protection of the Property which are directly attributable or reasonably allocable to the Building, including Landlord’s personal property used in connection with the Property and including all costs and expenditures relating to the following:

(1)            Operation, maintenance, repair and replacements of any part of the Property, including the mechanical, electrical, plumbing, HVAC, vertical transportation, fire prevention and warning and access control systems; materials and supplies (such as light bulbs and ballasts); equipment and tools; floor, wall and window coverings; personal property; required or beneficial easements; and related service agreements and rental expenses.

(2)            Administrative and management costs, including accounting, information and professional services (except for negotiations and disputes with specific tenants not affecting other parties); management office(s); and wages, salaries, benefits, reimbursable expenses and taxes (or allocations thereof) for full and part time personnel involved in operation, maintenance and management at or below the level of General Manager for the Complex.

(3)            Janitorial service; window cleaning; waste disposal; gas, water and sewer and other utility charges (including add-ons); and landscaping, including all applicable tools and supplies.

(4)            Property, liability and other insurance coverages carried by Landlord, including deductibles or risk retention and a proportionate allocation of the cost of blanket insurance policies maintained by Landlord and/or its Affiliates (defined below).

(5)            Real estate taxes, assessments, business taxes, excises, property association dues, fees, levies, charges and other taxes of every kind and nature whatsoever, general and special, extraordinary and ordinary, foreseen and unforeseen, including interest on installment payments, which may be levied or assessed against or arise in connection with ownership, use, occupancy, rental, operation or possession of the Property (including personal property taxes for property that is owned by Landlord and used in connection with the operation, maintenance and repair of the Property), or substituted, in whole or in part, for a tax previously in existence by any taxing authority, or assessed in lieu of a tax increase, or paid as rent under any ground lease.  Real estate taxes do not include Landlord’s income, franchise or estate taxes (except to the extent such excluded taxes are assessed in lieu of taxes included above).

(6)            Compliance with Laws which are amended, become effective, or are interpreted or enforced differently, after the date of this Lease; including license, permit and inspection fees (but not in duplication of capital expenditures amortized as provided in Section 4.D(9) ); and all expenses and fees, including attorneys’ fees and court or other venue of dispute resolution costs, incurred in negotiating or contesting real estate taxes or the validity and/or applicability of any governmental enactments which may affect Operating Expenses; provided Landlord shall credit against Operating Expenses any refunds received from such negotiations or contests to the extent originally included in Operating Expenses (less Landlord’s actual costs).

(7)            Building safety services, to the extent provided or contracted for by Landlord.

(8)            Goods and services purchased from Landlord’s subsidiaries and Affiliates to the extent the cost of same is generally consistent with rates charged by unaffiliated third parties for similar goods and services.

(9)            Amortization of capital expenditures incurred: (a) to conform with Laws which are amended, become effective, or are interpreted or enforced differently, after the date of this Lease; provided, however, all capital expenditures made in order to conform to or comply with ADA shall be included in Operating Expenses provided such capital expenditures are made for revisions or changes to ADA after the date of this Lease; (b) to provide or maintain building standards (other than building standard tenant improvements); or (c) with the intention of promoting safety or

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reducing or controlling increases in Operating Expenses, such as lighting retrofit and installation of energy management systems (limited to the amount of actual savings realized as estimated reasonably and in good faith by Landlord’s Building engineer).  Such expenditures shall be amortized uniformly over the following periods of time (together with interest on the unamortized balance at the Prime Rate (defined in Section 19.B ) as of the date incurred plus 2%):  for building improvements, the shorter of 10 years or the estimated useful life of the improvement; and for all other items, 3 years for expenditures under $50,000 and 5 years for expenditures in excess of $50,000, to the extent the foregoing is in accordance with sound real estate accounting principles consistently applied.

(10)          Electrical services used in the operation, maintenance and use of the Property; sales, use, excise and other taxes assessed by governmental authorities on electrical services supplied to the Property.

E.              Exclusions from Operating Expenses .  Operating Expenses exclude the following expenditures:

(1)            Leasing commissions, attorneys’ fees and other expenses related to leasing tenant space and constructing improvements for the benefit of other tenants or other occupants of vacant space;

(2)            Goods and services furnished to an individual tenant of the Building which are above building standard and which are separately reimbursable directly to Landlord in addition to the OE Payment.

(3)            Repairs, replacements and general maintenance paid by insurance proceeds or condemnation proceeds.

(4)            Except as provided in Section 4.D(9) , depreciation, amortization, interest payments on any encumbrances on the Property and the cost of capital improvements or additions.

(5)            Costs of installing any specialty service, such as an observatory, broadcasting facility, luncheon club, or athletic or recreational club.

(6)            Expenses for repairs or maintenance related to the Property which have been reimbursed to Landlord pursuant to warranties or service contracts.

(7)            Costs (other than maintenance costs) of any art work (such as sculptures or paintings) used to decorate the Building.

(8)            Payments of principal and/or interest on debt or amortization payments on any mortgage or mortgages executed by Landlord covering the Building, the Premises or Parking Facilities (or any portion thereof), rental concessions or negative cash flow guaranties, and rental payments under any ground or underlying leases or lease;

(9)            All items and services for which Tenant reimburses Landlord and pays third persons.

(10)          Expenses incurred in leasing or procuring new tenants, including advertising and marketing expenses and expenses for preparation of leases or renovating space for new tenants, rent allowances, lease takeover costs, payment of moving costs and similar costs and expenses.

(11)          Costs incurred as a result of an intentional tort by Landlord or its agents.

(12)          Legal, auditing, consulting and professional fees paid or incurred in connection with negotiations for financings, refinancings or sales of the Property.

(13)          Rental of items which if purchased would constitute a capital expenditure which could not be included in Operating Expenses pursuant to Section 4.D(9) above.

(14)          Costs for which Landlord has been compensated by a management fee.

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(15)          Salaries of officers and executives of Landlord, except as included in Section 4.D(2) .

(16)          Any rental and any associated costs, either actual or not, for Landlord’s or Landlord’s managing agent’s leasing office.

(17)          Landlord’s general corporate overhead and general administrative expenses.

(18)          Costs arising from Landlord’s charitable or political contributions.

(19)          Leasing commissions, attorney’s fees, costs and disbursements and other expenses incurred in connection with negotiations or disputes with other tenants, other occupants or prospective tenants or other occupants; and legal fees incurred in connection with this Lease or the operation of the Building that do not result in a reduction of Operating Expenses.

(20)          Costs, penalties and fines incurred due to the violation by Landlord or any other tenant of the Building of Laws, or the terms and conditions of any lease pertaining to the Building, except such as may be incurred by Landlord in contesting in good faith the alleged violation.

(21)          Compensation paid to clerks, attendants or other persons in commercial concessions other than the Parking Facilities (such as a snack bar, restaurant or newsstand).

(22)          Expenses incurred in leasing or procuring new tenants, including advertising and marketing expenses and expenses for preparation of leases or renovating space for new tenants, rent allowances, lease takeover costs, payment of moving costs and similar costs and expenses.

(23)          Salaries of officers and executives of Landlord, except as included in Section 4.D(2) .

(24)          Costs incurred in the operation of the Parking Facilities or other parking facility serving the Building.

(25)          Any other expense or cost which under sound real estate accounting principles consistently applied would not be considered a normal maintenance or operating expense of the Building.

F.              Proration of Operating Expenses; Adjustments .  If Landlord incurs Operating Expenses for the Property together with one or more other buildings or properties, whether pursuant to a reciprocal easement agreement, common area agreement or otherwise, the shared costs and expenses shall be equitably prorated and apportioned by Landlord between the Property and the other buildings or properties. If the Building is not 95% occupied during any calendar year or partial calendar year or if Landlord is not supplying services to 95% of the total Rentable Square Footage of the Building at any time during a calendar year or partial calendar year, Operating Expenses shall be determined as if the Building had been 95% occupied and Landlord had been supplying services to 95% of the Rentable Square Footage of the Building during that calendar year.  The extrapolation of Operating Expenses under this Section shall be performed by Landlord by adjusting the cost of those components of Operating Expenses that are impacted by changes in the occupancy of the Building.  Notwithstanding the above, Tenant shall only be required to pay actual Operating Expenses incurred by Landlord.

G.             Audit Rights .  Within 120 days after Landlord furnishes its statement of actual Operating Expenses for any calendar year (the “ Audit Election Period “), Tenant may, at its expense, elect to audit Landlord’s Operating Expenses for such calendar year only, subject to the following conditions:  (1) there is no uncured event of default under this Lease; (2) the audit shall be prepared by an independent certified public accounting firm of recognized local, regional, or national standing; (3) in no event shall any audit be performed by a firm retained on a “contingency fee” basis; (4) the audit shall commence within 30 days after Landlord makes Landlord’s books and records available to Tenant’s auditor at Landlord’s management office in the Building and shall conclude within 90 days after commencement, provided that Landlord has cooperated with Tenant and Tenant’s auditor’s reasonable requests; (5) the audit shall be conducted during Landlord’s normal business hours at the location where Landlord maintains its books and records and shall not unreasonably interfere with the conduct of Landlord’s business; and (6) Tenant and its accounting

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firm shall treat any audit in a confidential manner and shall each execute Landlord’s confidentiality agreement for Landlord’s benefit prior to commencing the audit.  This paragraph shall not be construed to limit, suspend, or abate Tenant’s obligation to pay Rent when due, including the OE Payment.  If the audit proves that Landlord’s calculation of Tenant’s Pro Rata Share of Operating Expenses for the calendar year under inspection was overstated by more than five percent (5%), then, after verification, Landlord shall pay Tenant’s actual reasonable out-of-pocket audit and inspection fees applicable to the review of said calendar year statement within thirty (30) days after receipt of Tenant’s invoice therefor.  Landlord shall credit any overpayment determined by the final approved audit report against the next Rent due and owing by Tenant or, if no further Rent is due, refund such overpayment directly to Tenant within 30 days of determination.  Likewise, Tenant shall pay Landlord any underpayment determined by the final approved audit report within 30 days of determination.  The foregoing obligations shall survive the expiration or termination of this Lease.  If Tenant does not give written notice of its election to audit Landlord’s Operating Expenses during the Audit Election Period, Landlord’s Operating Expenses for the applicable calendar year shall be deemed approved for all purposes, and Tenant shall have no further right to review or contest the same.  Provided however, if any audit determines that Tenant has been overcharged by more than five percent (5%), Tenant’s audit rights shall extend back to previous two lease years.  The right to audit granted hereunder is personal to the initial Tenant named in this Lease and to any assignee under a Permitted Transfer (defined below) and shall not be available to any subtenant under a sublease of the Premises.

5.              Tenant’s Use of Premises .

A.             Permitted Uses .  The Premises shall be used only for general office use (the “ Permitted Use “) and for no other use whatsoever.  Tenant shall not use or permit the use of the Premises for any purpose which is illegal, creates obnoxious odors (including tobacco smoke), noises or vibrations, is dangerous to persons or property, could increase Landlord’s insurance costs, or which, in Landlord’s reasonable opinion, unreasonably disturbs any other tenants of the Building or interferes with the operation or maintenance of the Property.  Except as provided below, the following uses are expressly prohibited in the Premises:  schools, government offices or agencies; collection agencies; credit unions; data processing, telemarketing or reservation centers; medical treatment and health care (but not administrative offices for such companies); radio, television or other telecommunications broadcasting; restaurants and other retail; customer service offices of a public utility company; or any other purpose which would, in Landlord’s reasonable opinion, impair the reputation or quality of the Building, overburden any of the Building systems, Common Areas or parking facilities, impair Landlord’s efforts to lease space or otherwise interfere with the operation of the Property.  Notwithstanding the foregoing, the following ancillary uses are permitted in the Premises only so long as they do not, in the aggregate, occupy more than 25% of the Rentable Square Footage of the Premises or any single floor (whichever is less):  (A) the following services provided by Tenant exclusively to its employees:  schools, training and other educational services; credit unions; and similar employee services; and (B) the following services directly and exclusively supporting Tenant’s business:  telemarketing; reservations; storage; data processing; debt collection; and similar support services.

B.             Compliance with Laws .  Tenant shall comply with all Laws regarding the operation of Tenant’s business and the use, condition, configuration and occupancy of the Premises and the use of the Common Areas.  Tenant, within 10 days after receipt, shall provide Landlord with copies of any notices Tenant receives regarding a violation or alleged or potential violation of any Laws.  Tenant shall comply with the rules and regulations of the Building attached as Exhibit B and such other reasonable rules and regulations (or modifications thereto which shall be consistently applied) adopted by Landlord from time to time.  Such rules and regulations will be applied in an equitable manner as reasonably determined by Landlord.  Tenant shall also cause its agents, contractors, subcontractors, employees, customers, and subtenants to comply with all rules and regulations.

C.             Tenant’s Security Responsibilities .  Tenant shall (1) lock the doors to the Premises and take other reasonable steps to secure the Premises and the personal property of all Tenant Parties (defined in Article 13 ) and any of Tenant’s transferees, contractors or licensees in the Common Areas and parking facilities of the Building and Property, from unlawful intrusion, theft, fire and other hazards; (2) keep and maintain in good working order all security and safety devices installed in the Premises by or for the benefit of Tenant (such as locks, smoke detectors and burglar alarms); and (3) cooperate with Landlord and other tenants in the Building on Building safety matters.  Tenant acknowledges that any security or safety measures employed by Landlord are for the

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protection of Landlord’s own interests; that Landlord is not a guarantor of the security or safety of the Tenant Parties or their property; and that such security and safety matters are the responsibility of Tenant and the local law enforcement authorities.  Landlord shall maintain such security measures in and about the Building as are reasonably consistent with a majority of the Class A buildings in the Houston Central Business District, taking into account comparable size, age, design and quality.

6.              Security Deposit .

A.             Letter of Credit .  In order to guarantee the obligations of Tenant under this Lease and as the Security Deposit hereunder, Tenant shall deliver to Landlord within 5 days after the Effective Date an irrevocable, unconditional letter of credit in the amount of $1,325,976.75 (the “ Letter of Credit ”).  The Letter of Credit shall be for a minimum period of one year, addressed to Landlord (and/or any other beneficiary designated by Landlord), issued in a form and substance similar to that attached hereto as Exhibit F and by a financial institution approved by Landlord, in Landlord’s sole discretion, and shall be transferable one or more times by Landlord without the consent of Tenant.  At least thirty (30) days prior to the expiration of the Letter of Credit, Tenant shall provide to Landlord, a substitute Letter of Credit issued in a form and substance similar to the Letter of Credit, for the minimum duration of one year.  Landlord agrees to reimburse Tenant, upon Tenant’s request, any and all commercially reasonable processing fees charged by the issuing bank in connection with the Letter of Credit that arise due to: (1) Landlord’s sale or transfer of all or any portion of the Building or Property and the need for modification of the Letter of Credit in connection therewith; or (2) the addition, deletion, or modification of any beneficiary under the Letter of Credit.  The bank issuing the Letter of Credit shall have banking offices in the city in which the Building is located, at which offices the Letter of Credit may be drawn.  Tenant agrees that Landlord may, from time to time while an event of default by Tenant exists after notice and opportunity to cure (if applicable) and remains uncured, draw and receive payment under the Letter of Credit of the entire amount thereof at such time, and any such amounts received by Landlord shall be held by Landlord and applied in accordance with this Lease in the manner specified in Section 6.B .  Landlord shall at all times during the Term, hold a letter of credit in the amount described above.  Notwithstanding anything contained herein or in the Letter of Credit to the contrary, Landlord shall return the Letter of Credit to Tenant (and no further Letter of Credit or other form of Security Deposit shall be required of Tenant hereunder) promptly following the occurrence of both of the following:

(i)             Tenant’s audited financial statements prepared in accordance with generally accepted accounting principles consistently applied, show an amount for shareholders’ equity (or “net worth”) exceeding $500,000,000; and

(ii)            Tenant has filed with the U.S. Securities & Exchange Commission in accordance with applicable Law Tenant’s Form 10-K for the year ending December 31, 2003.

B.             Security Deposit .  The Security Deposit in the form of the Letter of Credit shall be delivered by Tenant to Landlord as specified in Section 6.A and shall be held by Landlord as security for the performance of Tenant’s obligations under this Lease.  The Security Deposit is not an advance payment of Rent or a measure of Tenant’s liability for damages.  Landlord may, from time to time while an event of default by Tenant exists after notice and opportunity to cure (if applicable) and remains uncured, without prejudice to any other remedy, draw on the Letter of Credit as therein provided and use all or a portion of the funds thereby received to satisfy past due Rent, cure any uncured default by Tenant, or repay Landlord for damages and charges for which Tenant is legally liable under this Lease or resulting from Tenant’s breach of this Lease.  If Landlord so draws on the Letter of Credit, Tenant shall on demand restore the face amount of the Letter of Credit to its original amount and such use by Landlord of the funds drawn from the Letter of Credit shall not constitute a cure of the existing event of default until such time as the entire amount owing to Landlord is paid in full and the Letter of Credit face amount is fully restored.  Provided that Tenant has performed all of its obligations hereunder, Landlord shall return the original Letter of Credit (subject to any prior drafts thereon) to Tenant within 30 days after the later to occur of: (A) the date Tenant surrenders possession of the Premises to Landlord in accordance with this Lease; or (B) the Expiration Date; provided, however, that Tenant does hereby authorize Landlord to withhold from any funds held by Landlord hereunder as the Security Deposit all amounts allowed by Law and the amount reasonably anticipated by Landlord to be owed by Tenant as a result of an underpayment of the OE Payment for the final year of the Term.  To the fullest extent permitted by applicable Law, Tenant agrees that the provisions of this Article 6 shall supersede and replace all statutory rights of

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Tenant under applicable Law regarding the retention, application or return of security deposits.  If Landlord transfers its interest in the Premises, Landlord shall assign the Security Deposit to the transferee and, following the assignment and the delivery to Tenant of an acknowledgement of the transferee’s responsibility for the Security Deposit if required by Law, Landlord shall have no further liability for the return of the Security Deposit.  Landlord shall not be required to keep the funds constituting the Security Deposit (i.e., any funds received by Landlord as a result of a draft on the Letter of Credit) separate from its other accounts.

7.              Services Furnished by Landlord .

A.             Standard Services .  Subject to the provisions of this Lease, Landlord agrees to furnish (or cause a third party provider to furnish) the following services to Tenant during the Term:

(1)            Water service for use in the lavatories on each floor on which the Premises are located.

(2)            Heat and air conditioning in season during Normal Business Hours, at such temperatures and in such amounts as required by governmental authority or and in such amounts as specified in Exhibit G .  Tenant, upon such notice as is reasonably required by Landlord, and subject to the capacity of the Building systems, may request HVAC service during hours other than Normal Business Hours.  Tenant shall pay Landlord for such additional service at a rate equal to $12.50 per requested hour of operation per air handler (the “ Hourly HVAC Charge “).  Landlord shall have the right, upon 30 days prior written notice to Tenant, to adjust the Hourly HVAC Charge from time to time, but not more than once per calendar year, based upon increases in HVAC costs, which costs include utilities, taxes, surcharges, labor, equipment, maintenance and repair.

(3)            Maintenance and repair of the Property as described in Section 9.B .

(4)            Janitorial service five days per week (excluding Holidays), in accordance with the janitorial specifications set forth on Exhibit H .  If Tenant’s use of the Premises, floor covering or other improvements requires special services in excess of the standard services for the Building as reflected on Exhibit H , Tenant shall pay the additional cost attributable to the special services.

(5)            Elevator service, subject to proper authorization and Landlord’s policies and procedures for use of the elevator(s) in the Building.

(6)            Exterior window washing at such intervals as determined by Landlord, but not less than one time per year.

(7)            Electricity to the Premises for general office use, in accordance with and subject to the terms and conditions in Article 8 .

(8)            Landlord shall provide a Building standard directory in an area designated by Landlord with the names and suite numbers of tenants of the Building, including the name of Tenant and Tenant’s departments located in the Building.  During the Term, Landlord shall periodically update Tenant’s designations on the Building directory at Tenant’s request, at Tenant’s sole cost and expense.  Landlord, at Landlord’s expense, shall add Tenant’s name and departments to the directory board before Tenant’s occupancy of the Premises.

(9)            Replacement of building standard light bulbs and ballasts within the Premises.

(10)          Pest control services in a quantity and quality at least equal to that of similar Class A office buildings in the Central Business District of Houston, Texas, taking into account comparable size, age, design and quality.

B.             Service Interruptions .  For purposes of this Lease, a “ Service Failure “ shall mean any interruption, suspension or termination of services being provided to Tenant by Landlord or by third-party providers, whether engaged by Tenant or pursuant to arrangements by such providers with Landlord, which are due to (1) the application of Laws; (2) the failure, interruption or malfunctioning of any electrical or mechanical equipment, utility or other service to the Building or Property; (3) the performance of repairs, maintenance, improvements or alterations; or (4) the occurrence of any other event or cause whether or not within the reasonable control of Landlord.  No Service Failure shall render Landlord liable to Tenant, constitute a constructive eviction of Tenant,

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give rise to an abatement of Rent, or relieve Tenant from the obligation to fulfill any covenant or agreement, except as expressly specified herein.  Commencing on the 7th consecutive day of any Service Failure within Landlord’s control, (unless the Service Failure is caused by a fire or other casualty, in which event Article 16 controls), Tenant shall, as its sole remedy, be entitled to an equitable diminution of Rent (including the OE Payment) based upon the pro rata portion of the Premises which is rendered not usable by Tenant for the Permitted Use, except to the extent such Service Failure is caused by a Tenant Party.  If the Service Failure renders the Premises not usable by Tenant for the Permitted Use, and is not cured within 180 days after Landlord’s receipt of Tenant’s written notice of Service Failure, then Tenant, at its option, upon written notice to Landlord prior to the expiration of such 180-day period, may terminate this Lease and all of its obligations for the remaining balance of the Term, and any renewals or extensions thereof, whichever shall be applicable, and the parties hereto shall be relieved of all liabilities and obligations hereunder (other than those which expressly survive termination) as of the date of Tenant’s written notice of termination pursuant to this Section 7.B.   In no event shall Landlord be liable to Tenant for any loss or damage, including the theft of Tenant’s Property (defined in Article 14 ), arising out of or in connection with any Service Failure or the failure of any Building safety services, personnel or equipment.

C.             Third Party Services .  If Tenant desires any service which Landlord has not specifically agreed to provide in this Lease, such as private security systems or telecommunications services serving the Premises, Tenant shall procure such service directly from a reputable third party service provider (“ Provider “) for Tenant’s own account.  Tenant shall require each Provider to comply with the Building’s rules and regulations, all Laws, and Landlord’s reasonable policies and practices for the Building.  Tenant acknowledges Landlord’s current policy that requires all Providers utilizing any area of the Property outside the Premises to be approved by Landlord and to enter into a written agreement acceptable to Landlord prior to gaining access to, or making any installations in or through, such area.  Accordingly, Tenant shall give Landlord written notice sufficient for such purposes.

8.              Use of Electrical Services by Tenant .

A.             Landlord’s Electrical Service .  Subject to the terms of this Lease, Landlord shall furnish to the Premises, in the risers on the floors on which the Premises is located for distribution by Tenant, electrical service of no less than 4.0 watts per square foot of Rentable Square Footage of connected load for low voltage consumption to operate customary office machines and other equipment of similar low electrical consumption and no less than 2.0 watts per square foot of Rentable Square Footage of connected load for lighting (“ Building Standard Electrical Service ”). Landlord may, at any time and from time to time, calculate Tenant’s actual electrical consumption in the Premises by a survey conducted by a reputable consultant selected by Landlord, all at Landlord’s expense.  The cost of any electrical consumption in excess of Building Standard Electrical Service shall be paid by Tenant in accordance with Section 8.D .  The furnishing of electrical services to the Premises shall be subject to the rules, regulations and practices of the supplier of such electricity and of any municipal or other governmental authority regulating the business of providing electrical utility service.

B.             Selection of Electrical Service Provider .  Landlord shall have and retain the sole right to select the provider of electrical services to the Building and/or the Property.  To the fullest extent permitted by Law, Landlord shall have the continuing right to change such utility provider.  All charges and expenses incurred by Landlord due to any such changes in electrical services, including maintenance, repairs, installation and related costs, shall be included in the electrical services costs referenced in Section 4.D(10) , unless paid directly by Tenant.

C.             Submetering .  Landlord shall have the continuing right, upon 30 days written notice, to install a submeter for the Premises at Tenant’s expense if Tenant installs in the Premises any electrical equipment (e.g., mainframe computers or supplemental HVAC unit) using greater than single-phase electrical power or exceeding the parameters of Building Standard Electrical Service.  If submetering is installed for such equipment hereunder, Landlord may charge for Tenant’s actual electrical consumption monthly in arrears for the kilowatt hours used, a rate per kilowatt hour equal to that charged to Landlord by the provider of electrical service to the Building during the same period of time (plus, to the fullest extent permitted by applicable Laws, an administrative fee equal to 10% of such charge), except as to electricity directly purchased by Tenant from third party providers after obtaining Landlord’s consent to the same.  In the event Landlord is unable to

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determine the exact kilowatt hourly charge during the period of time, Landlord shall use the average kilowatt hourly charge to the Building for the first billing cycle ending after the period of time in question.  Even if such equipment in the Premises is submetered pursuant hereto, Tenant shall remain obligated to pay Tenant’s Pro Rata Share of the cost of electrical services as provided in Section 4.B , except that Tenant shall be entitled to a credit against electrical services costs equal to that portion of the amounts actually paid by Tenant separately and directly to Landlord which are attributable to building standard electrical services submetered to the Premises.

D.             Excess Electrical Service .  Tenant’s use of electrical service shall not exceed Building Standard Electrical Service.  If Tenant requests permission to consume excess electrical service, Landlord may refuse to consent or may condition consent upon conditions that Landlord reasonably elects (including the installation of utility service upgrades, meters, submeters, air handlers or cooling units).  The costs of any approved additional consumption (to the extent permitted by Law), installation and maintenance shall be paid by Tenant.

9.              Repairs and Alterations .

A.             Tenant’s Repair Obligations .  Tenant shall keep the Premises in good condition and repair, ordinary wear and tear excepted.  Tenant’s repair obligations include, without limitation, repairs to:  (1) floor covering and/or raised flooring; (2) interior partitions; (3) doors; (4) the interior side of demising walls; (5) electronic, phone and data cabling and related equipment (collectively, “ Cable “) that is installed by or for the benefit of Tenant whether located in the Premises or in other portions of the Building; (6) supplemental air conditioning units, private showers and kitchens, including hot water heaters, plumbing, dishwashers, ice machines and similar facilities serving Tenant exclusively; (7) phone rooms used exclusively by Tenant; (8) Alterations (defined below) performed by contractors retained by Tenant, including related HVAC balancing; and (9) all of Tenant’s furnishings, trade fixtures, equipment and inventory.  Prior to performing any such repair obligation, Tenant shall give written notice to Landlord describing the necessary maintenance or repair.  Upon receipt of such notice, Landlord may elect either to perform any of the maintenance or repair obligations specified in such notice, or require that Tenant perform such obligations by using contractors approved by Landlord.  All work shall be performed at Tenant’s expense in accordance with the rules and procedures described in Section 9.C below.  If Tenant fails to make any repairs to the Premises for more than 15 days after notice from Landlord (although notice shall not be required if there is an emergency), Landlord may, in addition to any other remedy available to Landlord, make the repairs, and Tenant shall pay to Landlord the reasonable cost of the repairs within 30 days after receipt of an invoice, together with an administrative charge in an amount equal to 10% of the cost of the repairs.

B.             Landlord’s Repair Obligations .  Landlord shall keep and maintain in good repair and working order and make repairs to and perform maintenance upon:  (1) structural elements of the Building; (2) standard mechanical (including HVAC), electrical, plumbing and fire/life safety systems serving the Building generally; (3) Common Areas; (4) the roof of the Building; (5) exterior windows of the Building; and (6) elevators serving the Building.  Landlord shall promptly make repairs (taking into account the nature and urgency of the repair) for which Landlord is responsible.  If any of the foregoing maintenance or repair is necessitated due to the acts or omissions of any Tenant Party (defined in Article 13 ), Tenant shall pay the costs of such repairs or maintenance to Landlord within 30 days after receipt of an invoice, together with an administrative charge in an amount equal to 10% of the cost of the repairs.

C.             Alterations .

(1)            When Consent Is Required .  Tenant shall not make alterations, additions or improvements to the Premises or install any Cable in the Premises or other portions of the Building (collectively, “ Alterations “) without first obtaining the written consent of Landlord in each instance.  However, Landlord’s consent shall not be required for any Alteration that satisfies all of the following criteria (a “ Minor Alteration “):  (a) is of a cosmetic nature such as painting, wallpapering, hanging pictures and installing carpeting; (b) is not visible from outside the Premises or Building; (c) will not affect the systems or structure of the Building; and (d) does not require work to be performed inside the walls.

(2)            Requirements For All Alterations, Including Minor Alterations .  Prior to starting work on any Alteration, Tenant shall furnish to Landlord for review and approval, such

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approval not to be unreasonably withheld: plans and specifications; names of proposed contractors (provided that Landlord may designate specific contractors with respect to Building systems); copies of contracts; necessary permits and approvals; evidence of contractors’ and subcontractors’ insurance.  Changes to the plans and specifications must also be submitted to Landlord for its approval, such approval not to be unreasonably withheld.  Some of the foregoing requirements may be waived by Landlord for the performance of specific Minor Alterations; provided that such waiver is obtained in writing prior to the commencement of such Minor Alterations.  Landlord’s waiver on one occasion shall not waive Landlord’s right to enforce such requirements on any other occasion.  Alterations shall be constructed in a good and workmanlike manner using materials of a quality that is at least equal to the quality designated by Landlord as the minimum standard for the Building.  Landlord may designate reasonable rules, regulations and procedures for the performance of Alterations in the Building and, to the extent reasonably necessary to avoid disruption to the occupants of the Building, shall have the right to designate the time when Alterations may be performed.  Tenant shall reimburse Landlord within 30 days after receipt of an invoice for out-of-pocket sums paid by Landlord for third party examination of Tenant’s plans for Alterations.  In addition, within 30 days after receipt of an invoice from Landlord, Tenant shall pay to Landlord a fee equal to 3% of the total cost of such Alterations for Landlord’s oversight and coordination of any Alterations; provided, however, that if no oversight or coordination services are requested of Landlord then no such fee shall be charged.  No later than 30 days after completion of the Alterations, Tenant shall furnish “as-built” plans (which shall not be required for Minor Alterations), completion affidavits, full and final waivers of liens, receipts and bills covering all labor and materials.  Tenant shall assure that the Alterations comply with all insurance requirements and Laws.

(3)            Landlord’s Liability For Alterations .  Landlord’s approval of an Alteration shall not be a representation by Landlord that the Alteration complies with applicable Laws or will be adequate for Tenant’s use.  Tenant acknowledges that Landlord is not an architect or engineer, and that the Alterations will be designed and/or constructed using independent architects, engineers and contractors.  Accordingly, Landlord does not guarantee or warrant that the applicable construction documents will comply with Laws or be free from errors or omissions, or that the Alterations will be free from defects, and Landlord will have no liability therefor.

10.            Entry by Landlord .  Landlord, its agents, contractors and representatives may enter the Premises to inspect or show the Premises, to clean and make repairs, alterations or additions to the Premises, and to conduct or facilitate repairs, alterations or additions to any portion of the Building, including other tenants’ premises.  However, provided there is no uncured event of default under this Lease, any exhibition of the Premises to prospective tenants prior to the last 12 months of the Term shall be subject to Tenant’s prior consent, which shall not be unreasonably withheld.  Except in emergencies or to provide janitorial and other Building services after Normal Business Hours, Landlord shall provide Tenant with reasonable prior notice of entry into the Premises, which may be given orally.  Landlord shall have the right to temporarily close all or a portion of the Premises to perform repairs, alterations and additions, if reasonably necessary for the protection and safety of Tenant and its employees.  Except in emergencies, Landlord will not close the Premises if the work can reasonably be completed on weekends and after Normal Business Hours; provided, however, that Landlord is not required to conduct work on weekends or after Normal Business Hours if such work can be conducted without closing the Premises or causing any material disruption to Tenant’s business operations.  Entry by Landlord for any such purposes shall not constitute a constructive eviction or entitle Tenant to an abatement or reduction of Rent.

11.            Assignment and Subletting .

A.             Landlord’s Consent Required .  Subject to the remaining provisions of this Article 11 , but notwithstanding anything to the contrary contained elsewhere in this Lease, Tenant shall not assign, transfer or encumber any interest in this Lease (either absolutely or collaterally) or sublease or allow any third party to use any portion of the Premises (collectively or individually, a “ Transfer “) without the prior written consent of Landlord, which consent shall not be unreasonably withheld.  Without limitation, Tenant agrees that Landlord’s consent shall not be considered unreasonably withheld if:  (1) the proposed transferee’s financial condition does not meet the criteria Landlord uses to select Building tenants having similar leasehold obligations; (2) the proposed transferee is (a) a governmental organization or (b) a present occupant of the Property as to which Landlord is engaged in active lease negotiations for other premises in the Building, which negotiations began prior to any active negotiations between Tenant and such occupant (“active” meaning that Landlord and such proposed transferee have both submitted a written proposal/counter-proposal

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to each other); (3) any uncured event of default exists under this Lease (or a condition exists which, with the passage of time or giving of notice, would become an event of default); (4) any portion of the Building or Premises would likely become subject to additional or different Laws as a consequence of the proposed Transfer; (5) the proposed transferee’s use of the Premises conflicts with the Permitted Use or any exclusive usage rights granted to any other tenant in the Building; (6) the use, nature, business, activities or reputation in the business community of the proposed transferee (or its principals, employees or invitees) does not meet Landlord’s standards for Building tenants; (7) either the Transfer or any consideration payable to Landlord in connection therewith adversely affects the real estate investment trust qualification tests applicable to Landlord or its Affiliates; or (8) the proposed transferee is involved in litigation with Landlord or any of its Affiliates.  Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed Transfer and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment.  Any attempted Transfer in violation of this Article is voidable at Landlord’s option.

B.             Consent Parameters/Requirements .  As part of Tenant’s request for, and as a condition to, Landlord’s consent to a Transfer, Tenant shall provide Landlord with financial statements for the proposed transferee, a complete copy (unexecuted) of the proposed assignment or sublease and other contractual documents, and such other information as Landlord may reasonably request.  Following receipt of such information, Landlord shall either:  (1) consent to the Transfer or reasonably refuse to consent to the Transfer, or (2) exercise its right to terminate this Lease with respect to the portion of the Premises and for the term that Tenant is proposing to assign or sublet.  Any such termination shall be effective on the proposed effective date of the Transfer for which Tenant requested consent (“ Landlord Termination Date ”) .  In the event Landlord elects option (2) above, Landlord shall provide written notice to Tenant of its election to terminate this Lease (“ Landlord’s Termination Notice ”).  Tenant shall have the right to withdraw its request for Landlord’s consent to the proposed Transfer (“ Withdrawal Right ”), provided Tenant exercises such Withdrawal Right within 5 Business Days after receipt of Landlord’s Termination Notice.  If Tenant timely exercises its Withdrawal Right, the Lease shall continue in full force and effect as if Tenant had not requested Landlord’s consent to the proposed Transfer and Landlord’s Termination Notice shall thereby be rendered moot.  In the event the Landlord termination right is exercised and not rendered moot, then Tenant shall vacate such portion of the Premises by the Landlord Termination Date and upon Tenant’s vacating such portion of the Premises, the rent and other charges payable shall be proportionately reduced.  Consent by Landlord to one or more Transfer(s) shall not operate as a waiver of Landlord’s rights to approve any subsequent Transfers.  In no event shall any Transfer or Permitted Transfer release or relieve Tenant from any obligation under this Lease, nor shall the acceptance of Rent from any assignee, subtenant or occupant constitute a waiver or release of Tenant from any of its obligations or liabilities under this Lease.  Tenant shall pay Landlord a review fee of $500 for Landlord’s review of any Permitted Transfer or requested Transfer.

C.             Payment to Landlord .  If the aggregate consideration paid to a Tenant Party for a Transfer exceeds that payable by Tenant under this Lease (prorated according to the transferred interest), Tenant shall pay Landlord 50% of such excess (after deducting therefrom reasonable leasing commissions, reasonable costs of tenant improvements paid to unaffiliated third parties and any other concessions provided in connection with the Transfer, with proof of same provided to Landlord).  Tenant shall pay Landlord for Landlord’s share of any excess within 30 days after Tenant’s receipt of such excess consideration. If any uncured event of default exists under this Lease (or a condition exists which, with the passage of time or giving of notice, would become an event of default), Landlord may require that all sublease payments be made directly to Landlord, in which case Tenant shall receive a credit against Rent in the amount of any payments received, but not to exceed the amount payable by Tenant under this Lease.

D.             Change in Control of Tenant .  Except for a Permitted Transfer, if Tenant is a corporation, limited liability company, partnership, or similar entity, and if the entity which owns or controls a majority of the voting shares/rights in Tenant at any time sells or disposes of such majority of voting shares/rights, or changes its identity for any reason (including a merger, consolidation or reorganization), such change of ownership or control shall constitute a Transfer.  The foregoing shall not apply so long as, both before and after the Transfer, Tenant is an entity whose outstanding stock is listed on a recognized U.S. securities exchange, or if at least 80% of its voting stock is owned by another entity, the voting stock of which is so listed; provided, however, that Tenant shall give Landlord written notice at least 30 days prior to the effective date of such change in ownership or control.

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E.              No Consent Required .  Tenant may assign its entire interest under this Lease to its Affiliate (defined below) or to a successor to Tenant by purchase, merger, consolidation or reorganization without the consent of Landlord, provided that all of the following conditions are satisfied in Landlord’s reasonable discretion (a “ Permitted Transfer “):  (1) no uncured event of default exists under this Lease; (2) Tenant’s successor shall own all or substantially all of the assets of Tenant; (3) such Affiliate or Tenant’s successor shall have a net worth which is at least equal to the greater of Tenant’s net worth at the date of this Lease or Tenant’s net worth as of the day prior to the proposed purchase, merger, consolidation or reorganization; (4) no portion of the Building or Premises would likely become subject to additional or different Laws as a consequence of the proposed Transfer; (5) such Affiliate’s or Tenant’s successor’s use of the Premises shall not conflict with the Permitted Use or any exclusive usage rights granted to any other tenant in the Building; (6) neither the Transfer nor any consideration payable to Landlord in connection therewith adversely affects the real estate investment trust (or pension fund or other ownership vehicle) qualification tests applicable to Landlord or its Affiliates; (7) such Affiliate or Tenant’s successor is not then involved in litigation with Landlord or any of Landlord’s Affiliates; and (8) Tenant shall give Landlord written notice at least 30 days prior to the effective date of the proposed Transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 11.E have been satisfied, including if applicable, the qualification of such proposed transferee as an Affiliate of Tenant.  The term “ Affiliate “ means any person or entity controlling, controlled by or under common control with Tenant or Landlord, as applicable.  If requested by Landlord, the Affiliate of Tenant or Tenant’s successor shall sign a commercially reasonable form of assumption agreement.

12.            Liens .  Tenant shall not permit mechanic’s or other liens to be placed upon the Property, Premises or Tenant’s leasehold interest in connection with any work or service done or purportedly done by or for the benefit of Tenant.  If a lien is so placed, Tenant shall, within 10 days of notice from Landlord of the filing of the lien, fully discharge the lien by settling the claim which resulted in the lien or by bonding or insuring over the lien in the manner prescribed by the applicable lien Law.  If Tenant fails to discharge the lien, then, in addition to any other right or remedy of Landlord, Landlord may bond or insure over the lien or otherwise discharge the lien.  Tenant shall, within 30 days after receipt of an invoice from Landlord, reimburse Landlord for any amount paid by Landlord, including reasonable attorneys’ fees, to bond or insure over the lien or discharge the lien.

13.            Indemnity .  Subject to Article 15 , Tenant shall hold Landlord, its trustees, Affiliates, subsidiaries, members, principals, beneficiaries, partners, officers, directors, shareholders, employees, Mortgagee(s) (defined in Article 25 ) and agents (including the manager of the Property) (collectively, “ Landlord Parties “) harmless from, and indemnify and defend such parties against, all liabilities, obligations, damages, penalties, claims, actions, costs, charges and expenses, including reasonable attorneys’ fees and other professional fees that may be imposed upon, incurred by or asserted against any of such indemnified parties (each a “ Claim ” and collectively “ Claims “) that arise out of or in connection with any damage or injury occurring in the Premises, EVEN IF SUCH LIABILITIES ARE CAUSED SOLELY OR IN PART BY THE ORDINARY NEGLIGENCE OF A LANDLORD PARTY, BUT NOT TO THE EXTENT SUCH LIABILITIES ARE CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF A LANDLORD PARTY .  Subject to Articles 9.B , 15 and 20 , Landlord shall hold Tenant, its trustees, members, principals, beneficiaries, partners, officers, directors, shareholders, employees and agents (collectively, “ Tenant Parties “) harmless from, and indemnify and defend such parties against, all Claims that arise out of or in connection with any damage or injury occurring in or on the Property (excluding the Premises), to the same extent the Tenant Parties would have been covered had they been named as additional insureds on the commercial general liability insurance policy required to be carried by Landlord under this Lease, EVEN IF SUCH LIABILITIES ARE CAUSED SOLELY OR IN PART BY THE ORDINARY NEGLIGENCE OF TENANT, BUT NOT TO THE EXTENT SUCH LIABILITIES ARE CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF TENANT .

14.            Insurance .

A.             Tenant’s Insurance .  Tenant shall maintain the following insurance (“ Tenant’s Insurance “), at its sole cost and expense:  (1) commercial general liability insurance applicable to the Premises and its appurtenances providing, on an occurrence basis, a per occurrence limit of no less than $1,000,000; (2) causes of loss-special form (formerly “all risk”) property insurance, including flood, covering all above building standard leasehold improvements and Tenant’s trade fixtures, equipment, furniture and other personal property within the Premises (“ Tenant’s Property “)

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in the amount of the full replacement cost thereof; (3) business income (formerly “business interruption”) insurance written on an actual loss sustained form or with sufficient limits to address reasonably anticipated business interruption losses; (4) business automobile liability insurance to cover all owned, hired and nonowned automobiles owned or operated by Tenant providing a minimum combined single limit of $1,000,000; (5) workers’ compensation insurance as required by the state in which the Premises is located and in amounts as may be required by applicable statute (provided, however, if no workers’ compensation insurance is statutorily required, Tenant shall carry workers’ compensation insurance in a minimum amount of $500,000); (6) employer’s liability insurance in an amount of at least $500,000 per occurrence; and (7) umbrella liability insurance that follows form in excess of the limits specified in (1), (4) and (6) above, of no less than $4,000,000 per occurrence and in the aggregate.  Any company underwriting any of Tenant’s Insurance shall have, according to A.M. Best Insurance Guide , a Best’s rating of not less than A- and a Financial Size Category of not less than VIII.  All commercial general liability, business automobile liability and umbrella liability insurance policies shall name Landlord (or any successor), Landlord’s property manager, Landlord’s Mortgagee (if any), and their respective members, principals, beneficiaries, partners, officers, directors, employees, and agents, and other designees of Landlord as the interest of such designees shall appear, as “additional insureds” and shall be primary with Landlord’s policy being secondary and noncontributory.  If any aggregate limit is reduced because of losses paid to below 75% of the limit required by this Lease, Tenant will notify Landlord in writing within 10 days of the date of reduction.  All policies of Tenant’s Insurance shall contain endorsements that the insurer(s) shall give Landlord and its designees at least 30 days’ advance written notice of any change, cancellation, termination or lapse of insurance.  Tenant shall provide Landlord with a certificate of insurance and all required endorsements evidencing Tenant’s Insurance prior to the earlier to occur of the Commencement Date or the date Tenant is provided access to the Premises for any reason, and upon renewals at least 10 days prior to the expiration of the insurance coverage.  All of Tenant’s Insurance policies, endorsements and certificates will be on forms and with deductibles and self-insured retention, if any, reasonably acceptable to Landlord.  The limits of Tenant’s insurance shall not limit Tenant’s liability under this Lease.

B.             Landlord’s Insurance .  Landlord shall maintain:  (1) commercial general liability insurance applicable to the Property which provides, on an occurrence basis, a minimum combined single limit of no less than $5,000,000 (coverage in excess of $1,000,000 may be provided by way of an umbrella/excess liability policy); and (2) causes of loss-special form (formerly “all risk”) property insurance on the Building in the amount of the replacement cost thereof, as reasonably estimated by Landlord.  The foregoing insurance and any other insurance carried by Landlord may be effected by a policy or policies of blanket insurance and shall be for the sole benefit of Landlord and under Landlord’s sole control.  Consequently, Tenant shall have no right or claim to any proceeds thereof or any other rights thereunder.

15.            Mutual Waiver of Subrogation .  Notwithstanding anything in this Lease to the contrary, Tenant waives, and shall cause its insurance carrier(s) and any other party claiming through or under such carrier(s), by way of subrogation or otherwise, to waive any and all rights of recovery, Claim, action or causes of action against all Landlord Parties for any loss or damage to Tenant’s business, any loss of use of the Premises, and any loss, theft or damage to Tenant’s Property (including Tenant’s automobiles or the contents thereof), INCLUDING ALL RIGHTS (BY WAY OF SUBROGATION OR OTHERWISE) OF RECOVERY, CLAIMS, ACTIONS OR CAUSES OF ACTION ARISING OUT OF THE NEGLIGENCE OF ANY LANDLORD PARTY , which loss or damage is (or would have been, had the insurance required by this Lease been maintained) covered by insurance.  In addition, Landlord waives, and shall cause its insurance carrier(s) and any other party claiming through or under such carrier(s), by way of subrogation or otherwise, to waive, any and all rights of recovery, Claim, action or causes of action against all Tenant Parties for any loss of or damage to or loss of use of the Building, any additions or improvements to the Building, or any contents thereof, INCLUDING ALL RIGHTS (BY WAY OF SUBROGATION OR OTHERWISE) OF RECOVERY, CLAIMS, ACTIONS OR CAUSES OF ACTION ARISING OUT OF THE NEGLIGENCE OF ANY TENANT PARTY , which loss or damage is (or would have been, had the insurance required by this Lease been maintained) covered by insurance.

16.            Casualty Damage .

A.             Repair or Termination by Landlord .  If all or any part of the Premises are damaged by fire or other casualty, Tenant shall immediately notify Landlord in writing.  Landlord shall have the right to terminate this Lease if:  (1) the Building shall be damaged so that, in Landlord’s judgment, substantial alteration or reconstruction of the Building shall be required (whether or not

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the Premises have been damaged); (2) Landlord is not permitted by Law to rebuild the Building in substantially the same form as existed before the fire or casualty; (3) the Premises have been materially damaged and there is less than 2 years of the Term remaining on the date of the casualty; (4) any Mortgagee requires that the insurance proceeds be applied to the payment of the mortgage debt; or (5) an uninsured loss of the Building occurs notwithstanding Landlord’s compliance with Section 14.B above.  Landlord may exercise its right to terminate this Lease by notifying Tenant in writing within 90 days after the date of the casualty.  If Landlord does not terminate this Lease under this Section 16.A , Landlord shall commence and proceed with reasonable diligence to repair and restore the Building and/or the Premises to substantially the same condition as existed immediately prior to the date of damage; provided, however, that Landlord shall only be required to reconstruct building standard leasehold improvements existing in the Premises as of the date of damage, and Tenant shall be required to pay the cost for restoring any other leasehold improvements.  However, in no event shall Landlord be required to spend more than the insurance proceeds received by Landlord.

B.             Timing for Repair; Termination by Either Party .  If all or any portion of the Premises is damaged as a result of fire or other casualty, Landlord shall, with reasonable promptness, cause an architect or general contractor selected by Landlord to provide Landlord and Tenant with a written estimate of the amount of time required to substantially complete the repair and restoration of the Premises, using standard working methods (“ Completion Estimate “).  If the Completion Estimate indicates that the Premises cannot be made tenantable within 210 days from the date of damage, then regardless of anything in Section 16.A above to the contrary, either party shall have the right to terminate this Lease by giving written notice to the other of such election within 10 days after receipt of the Completion Estimate.  Tenant, however, shall not have the right to terminate this Lease if the fire or casualty was caused by the negligence or intentional misconduct of any of the Tenant Parties.  If neither party terminates this Lease under this Section 16.B , then Landlord shall repair and restore the Premises in accordance with, and subject to the limitations of, Section 16.A .

C.             Abatement .  In the event a material portion of the Premises is damaged as a result of a fire or other casualty, the Base Rent shall abate for the portion of the Premises that is damaged and not usable by Tenant until substantial completion of the repairs and restoration required to be made by Landlord pursuant to Section 16.A .  Tenant, however, shall not be entitled to such abatement if the fire or other casualty was caused by the negligence or intentional misconduct of any of the Tenant Parties.  Landlord shall not be liable for any loss or damage to Tenant’s Property or to the business of Tenant resulting in any way from the fire or other casualty or from the repair and restoration of the damage.  Landlord and Tenant hereby waive the provisions of any Law relating to the matters addressed in this Article, and agree that their respective rights for damage to or destruction of the Premises shall be those specifically provided in this Lease.

17.            Condemnation .  Either party may terminate this Lease if the whole or any material part of the Premises are taken or condemned for any public or quasi-public use under Law, by eminent domain or private purchase in lieu thereof (a “ Taking “).  Landlord or Tenant shall also have the right to terminate this Lease if there is a Taking of any portion of the Building or Property which would leave the remainder of the Building unsuitable for use as an office building in a manner comparable to the Building’s use prior to the Taking.  In order to exercise its right to terminate this Lease under this Article 17 , Landlord or Tenant, as the case may be, must provide written notice of termination to the other within 45 days after the terminating party first receives notice of the Taking.  Any such termination shall be effective as of the date the physical taking of the Premises or the portion of the Building or Property occurs.  If this Lease is not terminated, the Rentable Square Footage of the Building, the Rentable Square Footage of the Premises and Tenant’s Pro Rata Share shall, if applicable, be appropriately adjusted by Landlord.  In addition, Base Rent for any portion of the Premises taken or condemned shall be abated during the unexpired Term effective when the physical taking of the portion of the Premises occurs.  All compensation awarded for a Taking, or sale proceeds, shall be the property of Landlord, any right to receive compensation or proceeds being expressly waived by Tenant.  However, Tenant may file a separate claim at its sole cost and expense for Tenant’s Property (excluding above building standard leasehold improvements) and Tenant’s reasonable relocation expenses, provided the filing of such claim does not diminish the award which would otherwise be receivable by Landlord.

18.            Events of Default .  Tenant shall be considered to be in default under this Lease upon the occurrence of any of the following events of default:

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A.             Tenant’s failure to pay when due all or any portion of the Rent (“ Monetary Default “) provided that the first two such failures during any consecutive 12 month period shall not be an event of default if Tenant pays the amount due within 5 days after written notice from Landlord.

B.             Tenant’s failure to perform any of the obligations of Tenant in the manner set forth in Articles 14 , 23 , 23 or 25 (a “ Time Sensitive Default “).

C.             Tenant&#8217