Virtual Office Lease

LEASE AND OFFICE SERVICES AGREEMENT FOR EXECUTIVE SUITES (Virtual Office Lease) THIS LEASE AGREEMENT is made and entered into this _____ day of __________, 2008, between Spicewood Professional Offices, hereinafter called "Lessor", and ______________________, hereinafter called "Lessee". WITNESSETH, that for and in consideration of the payment of the rents, the performance of mutual covenants, and the agreements hereinafter set forth, the parties do hereby mutually agree as follows: 1. PREMISES The Lessor does hereby Lease to Lessee, and Lessee does hereby Lease from Lessor, the right to use certain facilities in the office Building situated at 4408 Spicewood Springs Road, Austin, Texas 78759 (the "Building" or the "Premises"). Specifically, Lessee may have mail delivered to the Building, may use the conference facilities on a first come reservation basis for up to 20 hours per month. If Lessee's useage exceeds these general terms, Lessor has the right to charge Lessee $25.00 per half-day for overages. 2. TERM The term of this Lease shall begin ____________________ and end ____________________. Thereafter, either party may terminate this agreement with thirty (30) days written notice so long as the termination date is the last day of a calendar month. 3. RENTAL The rent to be paid by Lessee to Lessor for said Premises during said term shall be the sum of One Hundred Fifty Dollars ($150.00) per month payable in advance on the first day of each calendar month during the term of this Lease. If the obligation of the Lessee 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. Said rent will be payable to Spicewood Professional Offices, at 4408 Spicewood Springs Road, Austin, Texas 78759 or to such other party or to such other address as Lessor may designate from time to time by written notice to Lessee, 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 regardless of notations on checks of payments. Lessee shall be responsible for any and all taxes assessed on Lessee's furniture and equipment and on rentals paid by Lessee. 4. LATE PAYMENT CHARGE If Lessee 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 sum or money owed to Lessor with five (5) days after such sums are due and owing to Lessor, Lessee shall pay a late charge equal to thirty dollars ($30.00) to compensate Lessor for the administrative expenses incurred. Should Lessee 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 inverse order of maturity, and then to reduce all other past due amounts, in inverse order of their maturity. 5. OFFICE SERVICES Lessor shall provide, if so offered and available, office services as described in Exhibit A. 6. USE Lessee will use and occupy the Premises solely for Lessees business purposes and in accordance with the use permitted under applicable zoning regulations and/or deed restrictions. Without the prior written consent of the Lessor, the Premises will not be used for any other purpose. Lessee will not use or occupy the Premises for any unlawful purpose, and will comply with all present and future laws, ordinances, regulations and orders of all agencies of the Federal and Local governments, or any other public authority having jurisdiction over the Premises. 7. ASSIGNMENT AND SUBLETTING Lessee shall not (i) assign, convey, mortgage, pledge, encumber, or otherwise transfer (whether voluntarily, by operation of law, or otherwise) this Lease or any interest hereunder; (ii) allow any lien to be placed upon Lessor's interest hereunder; (iii) sublet

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the Premises or any part thereof; or (iv) permit the use or occupancy of the Premises or any part thereof by anyone other than Lessee. Any attempt to consummate any of the foregoing without Lessor'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 the ownership or voting rights in a controlling interest of the voting stock of Lessee (if Lessee 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 Lessee (if Lessee is a partnership), (vii) the merger or consolidation of Lessee with or into any other corporation or entity, or (viii) a sale or transfer of fiftypercent (50%) or more of Lessee's assets, at any time throughout the term of this Lease shall be deemed to be an assignment of this Lease. 8. NOTICES All notices or other communications hereunder required shall be by mail, return receipt requested or hand delivered, (i) to Lessor, at Spicewood Professional Offices, at 4408 Spicewood Springs Road, Austin, Texas 77859, and (ii) to Lessee, at 4408 Spicewood Springs Road, Austin, Texas 77859, 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. 9. SUBORDINATION This 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 each mortgage, 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 lessor. Lessee, however, upon Lessor's request, shall execute promptly any appropriate certificate or instrument in confirmation of such subordination. Lessee hereby constitutes and appoints Lessor as Lessee's attorney in fact to execute any such certificate or instrument for and on behalf of Lessee in the event Lessee fails to execute such certificate or instrument within ten (10) days following Lessor's request. In the event of the enforcement by the lessor 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, Lessee, upon request of any person or party succeeding to the interest of Lessor as a result of such enforcement, automatically will become the Lessor of such successor in interest without change in the terms or 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 Lessee may have against any prior Lessor, (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 Lessee of its obligations under this Lease which are actually received by such successor 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 Lessee has been given notice thereof without the written consent of such lessor, trustee, mortgagee or beneficiary), (d) liable for any act, omission, neglect or default of any prior Lessor, or (e) required to make any capital improvements to the Premises which Lessor 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 security instrument 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 may elect at any time to cause their interest in the Premises to be subordinate and junior to Lessee's interest under this Lease by filing an instrument in the appropriate records of the jurisdiction where the Premises is located effecting such election and providing Lessee with notice of such election. 10. ESTOPPEL CERTIFICATE Within ten (1O) days after Lessor's request, Lessee will execute an estoppel certificate certifying as to such facts (if true) as Lessor (or mortgagees, ground or land lessors or proposed purchasers of the Premises) may reasonably request (including, in the case of mortgagees or ground or land lessors, reasonable notice and cure provisions). Failure to deliver such estoppel certificate within such ten (10) day period shall be deemed Lessee's agreement to and acknowledgment of the statements contained therein. 11. COVENANTS OF LESSEE Lessee, its employees, agents and invitees, will conduct its business in such a manner as to be compatible with the other Lessees in the Building and will also conduct its business in such a way as not to interfere with the work of Lessor's employees. Lessor reserves the right to establish Rules and Regulations concerning the conduct of lessees of the Building, provided same are comparable with other office Buildings in the same city. 12. LIABILITY Lessor shall not be liable for any damage to any property at any time in said Premises or Building from gas, smoke, water, rain 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. Under no circumstances shall Landlord be liable to Tenant or Tenants employees, agents, guests or invitees for any action by any person (including trespassers and criminals) other than Landlord or Landlords employees.

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13. LESSOR'S EMPLOYEES Lessee agrees that during the term of this Lease and for twelve (12) months after its termination, Lessee will not offer employment to or hire any of the employees of the Lessor. Upon breach of this agreement, Lessee shall pay as liquidated damages to Lessor, a sum equal to one hundred percent (100%) of each such employee's annual wages. 14. NO REPRESENTATION BY LESSOR Neither Lessor nor any agent or employee of Lessor has made any representations or promises with respect to the Premises or the Building except as herein expressly set forth. The Lessee, by taking possession of the Premises, shall accept the same "as is", and such taking of possession shall be conclusive evidence that the Premises are in good and satisfactory condition at the time of such taking of possession. 15. WAIVER No waiver by Lessor of any breach of any covenant, condition or agreement shall constitute a waiver of any subsequent breach thereof. 16. SEVERABILITY In the event any part of this Lease is held to be unenforceable, or invalid, for any reason or cause, the balance of this Lease shall not be affected and shall remain in full force and effect during the term of the Lease. 17. GOVERNING LAW This Lease and the rights and obligations of Lessor and Lessee hereunder shall be governed by the laws of the State of Texas. 18. ENTIRE AGREEMENT This Lease, together with any exhibits attached hereto and made a part hereof, contains and embodies the entire agreement of the parties hereto, and no representations, inducements, or agreements, oral or otherwise, between the parties not contained and embodied in this Lease, including its Exhibits, shall be of any force or effect, and the same may not be modified, changed or terminated in whole or in part in any manner other than by agreement in writing duly signed by all parties hereto.

19. SPECIAL PROVISIONS A. Lessee will use its best efforts not to use the conference facilities the last two (2) business days of the month each month and the first business day of each month, and if any such days are used, usage will be limited to four hours per day. LESSEE: ________________________________ Printed name: ____________________ Date: ___________________________

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LESSOR: Spicewood Professional Offices By: ____________________________ Date: __________________________

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EXHIBIT A OFFICE SERVICES 1.

Receptionist and Answering Service. Landlord will provide a receptionist and accept and process telephone calls and messages Monday through Friday, between the hours of 8:00 a.m. and 5:00 p.m. (4:30 p.m. on Fridays), excluding holidays (as determined by Landlord) and days preceding holidays when the office may close or close early and days of severe weather or other unusual circumstances. Landlord shall only accept and process telephone calls and messages for persons occupying the Premises as defined in this Lease. The Spicewood Professional Offices after hours number should not be given out or used by third parties.

2.

Conference Facilities. Reservations shall be handled through the Receptionist or other designated representative of Landlord and no use will be permitted without reservation.

3.

Telephone Service. Telephone equipment will be provided by Landlord and rented by Tenant. Installation of any new telephone equipment line and programming will be provided by Landlord's contractor and billed to Tenant. All local and long distance services will be the responsibility of Tenant. Tenant is required to have individual telephone number(s). The number of lines available to Tenant may be limited by the capacity of Landlord's phone system. To receive electronic phone messages, Tenant must provide a personal computer compatible with Landlord's network.

4.

Photocopying. Landlord will provide a copier with collating and reduction capabilities.

5.

Mail Processing. Outgoing mail will be processed and billed on a monthly basis. Incoming mail will be sorted and placed in an individual mail slot at no charge.

6.

Facsimile Service. Service will be provided.

7.

Kitchen and Lounge Facilities. Coffee, refrigerator, microwave and kitchen facilities are provided at no charge.

8.

Delivery service. Available to Tenants and billed on a monthly basis, subject to availability of Landlord's runners.

9.

Notary service. Available at no charge unless abused.

EXHIBIT B CHARGES FOR SERVICES FOR VIRTUAL TENANTS Photocopy Services on our copier with automatic and manual feed, reduction and enlargement: Copies

$.12 each

Secretarial Services (if available)

$ 7.50 per quarter hour

Facsimile Transmission (per month): Send and receive - local and long distance

$.30 per page

Telephone Answering Services One line Additional lines Hookups

$125.00 $40.00 per line Cost

Postage Services: Posting Mail Certified Mail Preparation

Actual + 20% Actual + $1.50/envelope

Scanning (no proofreading or cleanup)

$1.00 per page

Signage (door and/or street)

Cost

Conference Rooms:

20 hours free per month $ 25.00 each half-day thereafter (No carryover allowed

Courier

Actual plus 20%

Additional Keys or Entry Cards

$15.00 each

All charges are monthly unless stated otherwise and may be adjusted by Landlord with 30 days notice. Landlord reserves the right to adjust the billing cycle by a few days to expedite billing.

EXHIBIT C RULES AND REGULATIONS

40044.All Tenants will refer, before the performance of any work, all contractors, their representatives and installation technicians who are to perform and work within the Building to the Landlord for Landlord's approval, control and/or supervision. This provision shall apply to all work performed in the Building including, but not limited to, installation of telephones, telegraph equipment, electrical devices and attachments, plumbing and any and all installations of every nature affecting floors, walls, woodwork, trim, windows, ceilings, locks & keys, equipment and any other physical portion of the Building. Tenant shall not mark, paint, drill into, or in any way deface any part of the Building or the Premises. No boring, cutting or stringing of wires shall be permitted, except with the prior written consent of the Landlord and as the Landlord may direct. 2.

The work of the janitorial or cleaning personnel shall not be hindered by Tenant after 5:00 p.m., and such work may be done at any time when the offices are vacant. The windows, doors, and fixtures may be cleaned at any time. Tenant shall provide adequate waste and rubbish receptacles, cabinets, book cases, map cases, etc., necessary to prevent unreasonable hardship to Landlord in discharging its obligations regarding cleaning service. No person or contractor not employed by Landlord shall be used to perform janitor work, window washing, cleaning, repair or other work in the Premises. Tenant shall be expected to reasonably participate in Landlord's recycling efforts, including paper and aluminum cans.

3.Movement in or out of the Building of furniture or office equipment, or dispatch or receipt by Tenant of any heavy equipment, bulky material or merchandise which requires movement through the Building entrances or lobbies shall be restricted to such hours as Landlord shall reasonably designate. All such movement shall be in a manner to be agreed upon between Tenant and Landlord in advance. Such prior arrangements shall be initiated by Tenant. The time, method, and routing of movement and limitations for safety or other concerns which may prohibit any article, equipment or other item from being brought into the Building shall be subject to Landlord's discretion and control. Any hand trucks, carryalls, or similar appliances used for the delivery or receipt of merchandise or equipment shall be equipped with rubber tires, side guards and such other safeguards as the Landlord shall require. Although Landlord or its personnel may participate in or assist in the supervision of such movement, Tenant assumes final responsibility for all risks as to damage to articles moved and injury to persons or property engaged in such movement, including equipment, property and personnel of Landlord if damaged or injured as a result of acts in connection with carrying out this service for Tenant, from the time of entering the property to completion of work. Landlord shall not be liable for the acts of any person engaged in, or any damage or loss to any of said property or persons resulting from any act in connection with such service performed for Tenant. 4.

No sign, advertisement or notice shall be displayed, painted or affixed by Tenant, its agents, servants or employees, in or on any part of the outside or inside of the Building or Premises without prior written consent of Landlord, as shall be approved and designated by Landlord. Signs on doors and entrances to the Premises shall be placed thereon by a contractor designated by Landlord.

5.Tenant shall not place, install or operate on the Premises or in any part of the Building any engine, heating, or air conditioning apparatus, machinery, or conduct mechanical operations thereon or therein, or place or use in or about the Premises any explosives, gasoline, kerosene, oil, acids, caustics or any other inflammable, explosive, hazardous or odorous material without the prior written consent of Landlord. No portion of the Premises shall at any time be used for sleeping or lodging quarters. 6.

Tenant shall not make or permit any loud or improper noises or odors in the Building or otherwise interfere in any way with other Landlords or persons having business with them. Tenant shall in addition conduct its business and control its agents, employees, invitees and visitors in such a manner as not to create any nuisance, or interfere with, annoy or disturb any other tenants

or Landlord in its operation of the Building. 7.Landlord will not be responsible for any lost or stolen personal property, equipment, money or jewelry from the Premises or public areas, regardless of whether such loss occurs when the area is locked against entry or not. 8.

Tenant, or the employees, agents, servants, visitors or licensees of Tenant, shall not, at any time or place, leave or discard any rubbish, paper articles or objects of any kind whatsoever outside the doors of the Premises or in the corridors or passageways of the Building. No birds, animals, bicycles or vehicles shall be brought into or kept in or about the Building.

9.No additional lock or locks shall be placed by Tenant on any door in the Building unless written consent of Landlord shall have first been obtained. Any key required must be obtained from Landlord. A charge will be made for each additional key furnished. All keys shall be surrendered to Landlord upon termination of tenancy. 10.

None of the entries, passages, doors, hallways, or stairways in the Building shall be blocked or obstructed. Such areas shall not be used at any time except for access or egress by Tenant, Landlord's agents, employees or invitees.

11.Landlord shall have the right to determine and prescribe the weight and proper position of any unusually heavy equipment, including safes, large files, etc., that are to be placed in the Building, and only those which in the exclusive judgment of the Landlord will not do damage to the floors and/or structure may be moved into the Building. Any damage occasioned in connection with the moving or installing of such aforementioned articles in the Building or the existence of same in the Building shall be paid for by Tenant. 12.All Christmas and other temporary or special decorations must be flame retardant and approved by Landlord. 13.

Names to be placed on or removed from any directory board in the lobby of the Building should be furnished to the Landlord in writing on Tenant's letterhead.

14.Any additional services as are routinely provided to Tenants not required by the Lease to be performed by Landlord, which Tenant requests Landlord to perform, and which are performed by Landlord, shall be billed to Tenant. 15.

All doors leading from public corridors to the Premises are to be kept closed when not in use.

16.Canvassing, soliciting or peddling in the Building is prohibited and Tenant shall cooperate to prevent same. 17.

Tenant shall give immediate notice to the Landlord in case of accidents in the Lease Premises or in the Building or of defects therein or in any fixtures or equipment, or of any known emergency in the Building.

18.Tenant shall not use the Premises or permit the Premises to be used for photographic, multilith or multigraph reproductions, except in connection with its own business. 19.

The plumbing facilities shall not be used for any other purposes than that for which they are constructed, and no foreign substance of any kind shall be placed therein, and the expense of any breakage, stoppage or damage resulting from the violation of this provision shall be borne by Tenant.

20.Tenant shall permit Landlord to install signs on the interior or exterior of the Building and Premises, and/or change the name of the "Building", or street address, after thirty (30) days written notice of its intention to do so, 21.

Tenant will be responsible for any damage to carpeting and flooring as a

result of rust or corrosion of file cabinets, pot holders, roller chairs and metal objects. 22.The requirements of Tenant will be attended to only upon application to the designated representative of Landlord. Employees of Landlord shall not perform any work or do anything outside of their regular duties, unless under special instructions from the management of Landlord. 23.

Landlord reserves the right to rescind any of these Rules and Regulations of the Building, and to make such other and further rules and regulations as in its judgment shall from time to time be needful for the safety, protection, care and cleanliness of the Building, the Premises and the operation thereof, the preservation of good order therein and the protection and comfort of the other Tenant's in the Building and their agents, employees and invitees, which rules and regulations, when made and written notice thereof given to Tenant, shall be binding upon Tenant in like manner as if originally herein prescribed.

24.The normal standard business operating hours for the Building are 8:00 a.m. to 5:00 p.m. on Monday through Fridays, exclusive of legal holidays. Landlord shall provide a list of observed holidays at the beginning of each calendar year. 25.The Building is a non-smoking facility and designated areas in the rear of the building. 26.

27.

smoking

shall

be

allowed

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Tenant acknowledges that other attorneys and professionals currently occupy the Premises and consideration and courtesy will be given to all other tenants of the Building in the scheduling and use of the conference rooms and that similar courtesy will be accorded all tenants of the Building in the use of the copier machine and other office equipment. Tenant acknowledges and agrees the Landlord shall not be liable for any delays and interruption of service due to any malfunctions of the copier machine, telephone system, electrical system or air conditioning/heating system or any loss or liability as a result thereof. Landlord shall not be liable for any loss or damage to Tenant's furniture, office equipment or personal effects.

28.

Tenants are asked to minimize heavy drainage on any internet access (i.e. downloading massive documents or TV use) during normal business hours as such usage can slow access for everyone. Landlord reserves the right to implement further rules regarding internet use.

29.

CASH PAYMENTS: We prefer not to receive any cash payments left for tenants and we ask that you instruct your clients to come by when you are in. We realize that you may not always have control over this, so we have instructed our staff to direct all cash payments to management. Please have your clients ask for the "office manager" and not just drop off cash to whomever is up front. We can not be responsible for any cash not left with management. We apologize for any inconvenience this may impose and hope you understand our desire not to be responsible for handling cash payments. Of course, if you have any special needs feel free to come see us.