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LEASE AND OFFICE SERVICES AGREEMENTFOR EXECUTIVE SUITESTHIS LEASE AGREEMENT is made and entered into this _____ day of ________________, 200_, by and between Spicewood ProfessionalOffices, hereinafter called "Landlord", and ______________________________, hereinafter called "Tenant".WITNESSETH, that for and in consideration of the payment of the rents, the performance of mutual covenants, and the agreements hereinafter setforth, the parties do hereby mutually agree as follows:1. PREMISESThe Landlord does hereby Lease to Tenant, and Tenant does hereby Lease from Landlord, office space in the office Building situated at 4408Spicewood Springs Road, Austin, Texas 78759 (the "Building"). Tenant has been assigned office # __________________ (cross-hatched onattached Exhibit D and hereinafter called the "Premises") which is intended for the use of one (1) person only for each office. No adjustment inthe number of persons occupying the above offices will be made without the prior written consent of the Landlord. Additional persons occupyingsaid offices will result in a rental adjustment or termination of the Lease at Landlord's option.2. TERMThe term of this Lease shall be for ___________ ( --) months. Said term shall commence on _____________, 200_, and end on ________________, 200_.3. RENTALThe base rent to be paid by Tenant to Landlord for said Premises during said term shall be the sum of _______________________ Dollars($_______) per month payable in advance on the first day of each calendar month during the term of this Lease. In addition to the base rent, theTenant shall pay a receptionist fee of $_____, per month ($30.00 for each leased work area). If the obligation of the Tenant to pay rent hereunder begins on a day other than on the first day of a month, rent from such date until the first day of the following month shall be pro-rated at the rate of one-thirtieth (1/30) of the monthly rental for each calendar day. Rent will be payable to Spicewood Professional Offices, at 4408 SpicewoodSprings Road, Austin, Texas 78759 or to such other party or to such other address as Landlord may designate from time to time by written noticeto Tenant, without demand and without deduction, set-off, or counterclaim.All money received shall be credited first to non-rent items provided for in this agreement and/or damages, and the balance to base rent regardlessof notations on checks of payments. Tenant shall be responsible for any and all taxes assessed on Tenant's furniture and equipment and on rentals paid by Tenant.4. LATE PAYMENT CHARGEIf Tenant fails to pay any regular monthly installment of Rent by the tenth (10th) day of the month in which the installment is due, or any other sumor money owed to Landlord within five (5) days after such sums are due and owing to Landlord, Tenant shall pay a late charge equal to the greater of (i) $20.00 per day, or (ii) an amount equal to ten percent (10%) of the amount due, for each and every thirty (30) day period that said amountremains unpaid (but in no event shall the amount of such late charge exceed an amount based upon the highest legally permissible rate chargeableat any time by Landlord under the circumstances) to compensate Landlord for the administrative expenses incurred. Should Tenant make a partial payment of past due amounts, the amount of such partial payment shall be applied first to reduce all accrued and unpaid late charges, in inverseorder of maturity, and then to reduce all other past due amounts, in inverse order of their maturity.5. OFFICE SERVICESLandlord shall provide, at Landlord's option and if so offered and available, office services as described in Exhibit A. Landlord retains the right toamend its services and/or charges with thirty (30) days notice to Tenant. Tenant shall not be allowed to run any lines to its office and may only useLandlord

s land line phones. Tenant

s fax lines must be installed by a professional installer acceptable to Landlord. Tenant may not useLandlord's systems for web hosting.6. USETenant will use and occupy the Premises solely for general office purposes and in accordance with the use permitted under applicable zoningregulations and/or deed restrictions. Without the prior written consent of the Landlord, the Premises will not be used for any other purpose.Tenant will not use or occupy the Premises for any unlawful purpose, and will comply with all present and future laws, ordinances, regulations andorders of all agencies of the Federal and Local governments, or any other public authority having jurisdiction over the Premises.7. ASSIGNMENT AND SUBLETTINGTenant shall not (i) assign, convey, mortgage, pledge, encumber, or otherwise transfer (whether voluntarily, by operation of law, or otherwise) thisLease or any interest hereunder; (ii) allow any lien to be placed upon Landlord's interest hereunder; (iii) sublet the Premises or any part thereof; or (iv) permit the use or occupancy of the Premises or any part thereof by anyone other than Tenant. Any attempt to consummate any of the foregoingwithout Landlord's consent shall be of no force or effect and shall be an Event of Default under this Lease. For purposes hereof, (v) the transfer of

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the ownership or voting rights in a controlling interest of the voting stock of Tenant (if Tenant is a corporation), (vi) the transfer of a general partnership interest or the transfer of twenty-five percent (25%) of the limited partnership interests in Tenant (if Tenant is a partnership), (vii) themerger or consolidation of Tenant with or into any other corporation or entity, or (viii) a sale or transfer of fifty percent (50%) or more of Tenant'sassets, at any time throughout the term of this Lease shall be deemed to be an assignment of this Lease.8. HOLDING OVER In the event that Tenant shall not immediately surrender the Premises on the date of expiration of the term, Tenant shall by virtue of the provisionshereof, become a Tenant by the month at the monthly rental rate of one hundred fifty percent (150%) of the then current rental amount. Continuedoccupancy after the expiration of the term of this Lease shall not create a new Lease, and Tenant shall be required to enter into a new Lease inorder to preserve any rent rate other than the holdover rate established in the preceding sentence.9. NOTICES AND TERMINATIONAll notices or other communications hereunder required shall be by mail, return receipt requested or hand delivered, (i) to Landlord, at SpicewoodProfessional Offices, at 4408 Spicewood Springs Road, Austin, Texas 77859, and (ii) to Tenant, at 4408 Spicewood Springs Road, Austin, Texas77859, unless notice of a change of address is given pursuant to the provisions of this article. Mailed notices shall be presumed received three (3)days after mailing. Tenant must give Landlord at least sixty (60) days notice of Tenant's intent to vacate the Premises in all cases (with thetermination date to always be on the last day of the month after sixty (60) days), whether at the end of the lease Term, any extension, or thereafter.Landlord may terminate the lease with sixty (60) days notice if the building is sold or if more than thirty percent (30%) of the leasable office spaceis leased to one Tenant.10. SUBORDINATIONThis Lease is subject and subordinate to each ground or land Lease which may now or hereafter cover all or any part of the Premises and to eachmortgage, deed of trust or similar security instrument which may now or hereafter encumber all or any portion of the Premises and to all renewals,modifications, consolidations, replacements and extensions thereof. This shall be self-operative and no further instrument of subordination need be required by any mortgagee or Landlord. Tenant, however, upon Landlord's request, shall execute promptly any appropriate certificate or instrument in confirmation of such subordination. Tenant hereby constitutes and appoints Landlord as Tenant's attorney in fact to execute any suchcertificate or instrument for and on behalf of Tenant in the event Tenant fails to execute such certificate or instrument within ten (10) daysfollowing Landlord's request. In the event of the enforcement by the Landlord under any such ground or land Lease or the trustee, the mortgagee or the beneficiary under any such mortgage, deed of trust or similar security instrument, Tenant, upon request of any person or party succeeding to theinterest of Landlord as a result of such enforcement, automatically will become the Tenant of such successor in interest without change in the termsor other provisions of this Lease; provided, however, that such successor in interest shall not be (a) subject to any credits, offsets, defenses or claims which Tenant may have against any prior Landlord, (b) bound by any payment of Rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by Tenant of its obligations under this Lease which are actually received by suchsuccessor in interest, (c) bound by any amendment or modification of this Lease made after the applicable ground or land Lease, mortgage, deed of trust or similar security instrument is placed against the Premises (and Tenant has been given notice thereof without the written consent of suchLandlord, trustee, mortgagee or beneficiary), (d) liable for any act, omission, neglect or default of any prior Landlord, or (e) required to make anycapital improvements to the Premises which Landlord may have agreed to make but had not completed. Notwithstanding the foregoing, the holder of any ground or land Lease that may now affect all or any portion of the Premises or the holder of any mortgage, deed of trust or similar securityinstrument that may now affect all or any portion of the Premises or the instrument that may now encumber all or any portion of the Premises mayelect at any time to cause their interest in the Premises to be subordinate and junior to Tenant's interest under this Lease by filing an instrument inthe appropriate records of the jurisdiction where the Premises is located effecting such election and providing Tenant with notice of such election.11. ESTOPPEL CERTIFICATEWithin ten (1O) days after Landlord's request, Tenant will execute an estoppel certificate certifying as to such facts (if true) as Landlord (or mortgagees, ground or land Landlords or proposed purchasers of the Premises) may reasonably request (including, in the case of mortgagees or ground or land Landlords, reasonable notice and cure provisions). Failure to deliver such estoppel certificate within such ten (10) day period shall be deemed Tenant's agreement to and acknowledgment of the statements contained therein.12. COVENANTS OF TENANTTenant, its employees, agents and invitees, will conduct its business in such a manner as to be compatible with the other Tenants in the Buildingand will also conduct its business in such a way as not to interfere with the work of Landlord's employees. Landlord reserves the right to establishRules and Regulations concerning the conduct of Tenants of the Building. The current Rules and Regulations are set out in Exhibit C. Landlordretains the right to amend these with no more than thirty (30) days notice to Tenant.13. MAINTENANCE BY TENANTTenant will keep the Premises and its fixtures and equipment therein in clean, safe and sanitary condition, and will, at the expiration or other termination of term of this Lease, surrender the Premises clean and in the same order and condition in which they were on the commencement of the term of the Lease, ordinary wear and tear excepted. Carpet protecting chair mats are mandatory for each chair with wheels or casters. Carpetwear due to failure to maintain a chair mat in good condition will be charged to Tenant.Landlord shall not be liable for any damage to any person or property at any time in said Premises or Building from gas, smoke, water, mold, rain

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or snow, which may leak into, issue or form from any part of said building of which the premises hereby leased are part, or from the pipes or plumbing work of the same, or from any other place or quarter.14. ALTERATIONSTenant shall make no alterations, installations, additions or improvements in or to the Premises or the Building without the Landlord's prior writtenconsent. If any such alterations are made without the prior written consent of Landlord, Landlord may correct or remove same, and Tenant shall beliable for any and all reasonable expenses incurred by Landlord in the performance of this work.15. TENANT'S EQUIPMENTTenant will not install or operate in the Premises any electrically operated equipment or other machinery, other than normal and customaryelectrical equipment found in a modern office, that specifically requires a separate electrical circuit. Tenant may not install or operate in thePremises computers (personal computers excepted), any equipment or machinery that is heat producing or can be construed as a fire hazard if not properly monitored without the prior written consent of the Landlord. Landlord reserves the right to charge Tenant a fee if Tenant places its owncopier on the Premises. The Tenant may not have any cables run to its offices (other than faxes) and may only use the Landlord

s land linetelephones. (See fees in Exhibit B). Any fax lines must be installed by technicians approved by Landlord.16. ENTRY FOR REPAIRS AND INSPECTIONSTenant will permit Landlord, or its representative, to enter the Premises, at all reasonable times, with reasonable advance notice to examine,inspect and protect the same, and to make such alterations and/or repairs, as in the judgment of the Landlord, may be deemed necessary tomaintain or protect the Premises or the Building, or to exhibit the same to prospective Landlords during the last sixty (60) days of the term of thisLease.17. LANDLORD'S EMPLOYEESTenant agrees that during the term of this Lease and for twelve (12) months after its termination, Tenant will not offer employment to or hire any of the employees of the Landlord or any other Tenants. Upon breach of this agreement, Tenant shall pay as liquidated damages to Landlord, a sumequal to one hundred percent (100%) of each such employee's annual wages.18. INSURANCELandlord and Tenant shall maintain separate policies of commercial liability insurance with the premiums thereon fully paid in advance, issued byand binding upon an insurance company authorized to transact business in the state where the Premises are located and of good financial standing,such insurance to afford minimum protection of not less than $1,000,000.00 in respect of personal injury or death and/or property damage inrespect of any one occurrence; provided, however that Tenant shall carry such greater limits of coverage as Landlord may reasonably request fromtime to time.Landlord shall maintain fire and extended coverage insurance for the building, and it shall be the obligation of the Tenant to provide its owninsurance to cover equipment, liability, business interruption or other types of insurance which Tenant may desire to carry at its own expense.All property of the Tenant of every kind which may be on said demised Premises during the term hereof shall be at the sole risk of Tenant, or thoseclaiming under Tenant, and the Landlord shall not be liable to Tenant, or to any other person whatsoever, for any injury, loss or damage to any person or property in or upon said demised Premises, or upon the common areas, halls, stairways or sidewalks adjacent thereto if said injury, lossor damage is due to the negligence or misconduct of the Tenant, his agents, servants, or employees. Under no circumstances shall Landlord beliable to Tenant or Tenant

s employees, agents, guests or invitees for any action by any person (including trespassers and criminals) other thanLandlord or Landlord

s employees. Tenant hereby covenants and agrees to assume liability for or on account of any injury, loss or damage abovedescribed, and to save Landlord harmless therefrom.19. SERVICES AND UTILITIESLandlord, at its expense, shall provide Building services normally furnished by comparable office Buildings in the surrounding metropolitan area.It is understood that these services are generally provided by the Landlord and that failure by Landlord to perform to any extent these services beyond the control of the Landlord, shall not render Landlord liable for damages to person or property, nor be construed as an eviction of Tenant,nor work as an abatement of rent, unless such service are not provided to Tenant for a period of ten (1O) continuous business days after due noticeto Landlord; nor relieve Tenant from fulfillment of any covenant or agreement hereof. Should any of the Building equipment fail to function, or for any cause cease to function properly, Landlord shall use reasonable diligence to repair the same promptly, but Tenant shall have no claim for rebateof rent or damages on account of any interruptions in service occasioned thereby or resulting therefrom.Should Office Service be provided to Tenant by Landlord hereunder, Tenant will indemnify and hold harmless Landlord from and against any loss,damage or liability occasioned by or resulting from any act or omission of the persons rendering or failing to render said office services.20. SUBSTITUTIONIf deemed necessary by Landlord in its sole discretion to facilitate Landlord's use or rental of the Building or other offices therein, Tenant agrees torelocate to a comparable office(s) in the Building with Landlord absorbing all reasonable costs relative to said relocation.

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