OFFICE BUILDING LEASE
by and between
ALLSTAR EQUITIES, INC.,
a Texas Corporation,
as Landlord
and
ALLSTAR SYSTEMS, INC.,
a Delaware Corporation,
as Tenant
Dated: November 30, 1999
BASIC LEASE PROVISIONS
Item 1. Date of Lease. The Office Building Lease (the "Lease") attached hereto
is made and entered into effective as of the 30th day of November,
1999.
Item 2. Tenant. "Tenant" means Allstar Systems, Inc., a Delaware corporation,
whose address is: 6401 Southwest Freeway, Houston, Texas 77074.
Contact: Donald R. Chadwick.
Item 3. Landlord. "Landlord" means Allstar Equities, Inc., a Texas
corporation, whose address is 6401 Southwest Freeway, Houston, Texas
77074. Contact: James H. Long.
Item 4. Building. "Building" means the office building commonly referred to as
6401 Southwest Freeway, Houston, Texas 77074 together with all parking
and related amenities which has been constructed on the land (the
"Land") located on 2.251 acres of land, being Lots 1 and 3 of Block 5
of the replat of Block 5, Sharpstown Industrial Park, Section 2,
Harris County, Texas, according to the map or plat recorded thereof in
Volume 70, Page 48, of the Map Records of Harris County, Texas.
Item 5. Lease Term. The "Lease Term" is the period commencing on November 30,
1999, (the "Commencement Date") and, continuing for sixty (60)
calendar months thereafter. In the event the Commencement Date is
other than the first day of a calendar month, the Lease Term shall be
calculated as if the Commencement Date were the first day of the next
full calendar month and rent shall be prorated for the first partial
month of the Lease.
Item 6. Base Rent. The "Base Rent" for the Lease Term shall be $37,692.00 per
month.
Item 7. Security Deposit. Tenant shall pay, contemporaneously with the
execution hereof, a Security Deposit of $37,692.00.
Item 8. Permitted Use. Tenant shall use and occupy the Building for business
offices and no other use or purpose without the prior written consent
of Landlord.
These Basic Lease Provisions are incorporated into and made a part of the Lease
attached hereto.
Each reference in the Lease to any of the information or definitions set forth
in these Basic Lease Provisions shall mean and refer to the information and
definitions hereinabove set forth and shall be used in conjunction with the
provisions of the Lease. In the event of any direct conflict between these Basic
Lease Provisions and the Lease, these Basic Lease Provisions shall control;
provided, however, that those provisions of the Lease (including its Exhibits
and Riders) which expressly require an adjustment or modification to any of the
matters set forth in these Basic Lease Provisions shall supersede the provisions
of these Basic Lease Provisions.
LANDLORD: TENANT:
ALLSTAR EQUITIES, INC. ALLSTAR SYSTEMS, INC.
By: __________________________ By: __________________________
James H. Long Donald L. Chadwick
President Chief Financial Officer
OFFICE BUILDING LEASE
This Office Building Lease (the "Lease") is made and entered into
effective as of the 30th day of November, 1999, by and between Allstar Equities,
Inc., a Texas corporation (hereinafter called "Landlord"), and Allstar Systems,
Inc., a Delaware corporation (hereinafter called "Tenant").
WITNESSETH:
Landlord, in consideration of the rent to be paid and the covenants and
agreements to be performed by Tenant, as hereinafter set forth, does hereby
Lease, Demise and Let unto Tenant and Tenant accepts the Building for the Lease
Term specified in Item 5 of the Basic Lease Provisions, all upon and subject to
the following terms, provisions, covenants, agreements and conditions:
1. Base Rent. Tenant covenants and agrees to pay Landlord in legal currency
of the United States of America on or in advance of the first day of each month
during the Lease Term, without demand, set-off or deduction whatsoever, the Base
Rent as provided for in Item 6 of the Basic Lease Provisions.
2. Additional Rent. In addition to the Base Rent, Tenant also covenants and
agrees to pay all other cost and expenses set forth in this Lease.
3. Payments and Performance. Tenant agrees to pay all rents and sums
provided to be paid by Tenant hereunder at the times and in the manner herein
provided, without any set-off, deduction or counterclaim whatsoever. The
obligation of Tenant to pay such rent is an independent covenant and no act or
circumstance whatsoever, whether such act or circumstance constitutes a breach
of covenant by Landlord or not, shall release Tenant from the obligation to pay
rent. Any amount which becomes owing by Tenant to Landlord hereunder shall bear
interest from the date due until paid at an annual rate (the "Past Due Rate")
equal to the maximum nonusurious rate which Landlord is legally entitled to
contract for, charge or collect under applicable state or federal law. In
addition, Tenant shall pay a late charge in the amount of five percent (5%) of
any installment of rent hereunder which is not paid within ten (10) days of the
date on which it is due for the purpose of defraying Landlord's administrative
expenses incident to the handling of such overdue payments.
4. Security Deposit. Tenant has deposited with Landlord on the date of the
execution of this Lease the sum set forth in Item 7 of the Basic Lease
Provisions as security for the full and faithful performance by Tenant of
Tenant's covenants and obligations hereunder. Such security deposit shall not
bear interest and shall not be considered an advance payment of rent or a
measure or limitation of Landlord's damages in case of default by Tenant. In the
event Tenant defaults in the performance of any of the covenants or obligations
to be performed by it hereunder, including but not limited to the payment of any
rent to be paid hereunder, Landlord may, from time to time, without prejudice to
any other remedy, use such security deposit to the extent necessary to make good
any arrearages in rent or in any sum as to which Tenant is in default or
otherwise obligated to pay hereunder and to pay for any other damage, injury,
expense or liability caused to Landlord by such default, whether such damage or
deficiency may accrue before or after termination of this Lease. Following any
such application of the security deposit, Tenant shall pay and be obligated to
pay to Landlord on demand the amount so applied in order to restore the security
deposit to its original amount. If Tenant is not in default hereunder on the
date on which this Lease is terminated (the "Expiration Date"), any remaining
balance of the security deposit shall be returned by Landlord to Tenant within
thirty (30) days of the Expiration Date and after delivery by Tenant of
possession of the Building to Landlord in accordance with the terms and
conditions of this Lease.
5. Installation of Improvements. Landlord has made no representations or
warranties as to the condition of the Building or the Land, nor has Landlord
made any commitment to remodel, repair or redecorate. Tenant has been in
possession of the Building and accepts the same in its current "AS IS"
condition.
6. Assignment and Subletting.
(a) In the event Tenant should desire to assign this Lease or sublet
the Building or any part thereof, Tenant shall give Landlord written notice of
such desire at least sixty (60) days in advance of the date on which Tenant
desires to make such assignment or sublease, which notice shall contain the name
and the nature and character of the business of the proposed assignee or
subtenant and the term, use, rental rate and other particulars of the proposed
subletting or assignment, including without limitation, evidence satisfactory to
Landlord that the proposed subtenant or assignee is financially responsible and
will immediately occupy and thereafter use the Building (or any sublet portion
thereof) for the remainder of the Lease Term (or for the entire term of the
sublease, if shorter). Landlord shall then have a period of thirty (30) days
following receipt of such notice within which to notify Tenant in writing that
Landlord elects (1) to terminate this Lease as to the space so affected as of
the date so specified by Tenant for such assignment or subletting, (2) to permit
Tenant to assign this Lease or sublet such space, or (3) to refuse to consent to
Tenant's assignment or subleasing of such space and to continue this Lease in
full force and effect as to the entire Building. If Landlord shall fail to
notify Tenant in writing of such election within said thirty (30) day period,
Landlord shall be deemed to have elected option (3) above. Landlord may
condition any consent to an assignment or subletting upon Tenant's payment to
Landlord of any reasonable costs incurred by Landlord in reviewing and approving
such requested assignment or subletting, including, without limitation,
Landlord's attorneys' fees. No assignment or subletting by Tenant shall relieve
Tenant of any obligations under this Lease. Consent of Landlord to a particular
assignment or sublease or other transaction shall not be deemed a consent to any
other or subsequent transaction.
(b) If Landlord consents to any subletting or assignment by Tenant as
hereinabove provided and subsequently any rents received by Tenant under any
such sublease are in excess of the rent payable by Tenant to Landlord or Tenant
receives any additional consideration from the assignee under any such
assignment, then Landlord may, at its option, either (i) declare such excess
rents under any sublease or such additional consideration for any assignment to
be due and payable by Tenant to Landlord as additional rent hereunder, or (ii)
elect to cancel this Lease as to the space assigned or sublet and, at Landlord's
option, enter into a lease directly with such assignee or subtenant, without
liability to Tenant.
(c) Landlord shall have the right to transfer and assign, in whole or
in part, all of its rights and obligations hereunder and in the Building and
Land and in such event and upon assumption by the transferee of Landlord's
obligations hereunder (any such transferee to have the benefit of, and be
subject to, the provisions of this Lease), no further liability or obligation
shall thereafter accrue against Landlord hereunder and Tenant agrees to look
solely to the successor in interest of Landlord for the performance of such
obligations.
(d) No assignment or sublease shall release Tenant or Tenant's
guarantor from any obligations hereunder. In the event Tenant is in default
under this Lease, then Landlord, in addition to any other remedies, may collect
all rents coming due directly from any subtenant and apply same against any sums
due Landlord by Tenant, but Tenant shall not be released from any further
liability or obligations because of such collections by Landlord.
(e) If Tenant is a corporation and if at any time during the Lease
Term the person or persons who own the voting shares at the time of the
execution of this Lease cease for any reason to own a majority of such shares,
including but not limited to merger, consolidation or other reorganization
involving another corporation, or if Tenant is a partnership and if at any time
during the Lease Term the general partner or partners who own the general
partnership interests in the partnership at the time of the execution of this
Lease cease for any reason to own a majority of such interests (except as the
result of transfers by gift, bequest or inheritance to or for the benefit of
members of the immediate family of such original shareholder(s) or partner(s)),
such an event shall be deemed to be an assignment requiring Tenant to comply
with the terms hereof. The preceding sentence shall not apply whenever Tenant is
a corporation the outstanding stock of which is listed on a recognized security
exchange or if at least eighty percent (80%) of its voting stock is owned by
another corporation, the voting stock of which is so listed.
7. Use and Occupancy. Tenant covenants and agrees that the Building shall
be used and occupied by Tenant only for the Permitted Use set forth in Item 8 of
the Basic Lease Provisions and for no other purpose and agrees to use and
maintain the Building in a clean, careful, safe and proper manner and to comply
with all applicable state, federal and municipal laws, ordinances, orders, rules
and regulations. Tenant agrees not to commit waste nor suffer or permit waste to
be committed on or in the Building or the Land.
8. Alterations and Additions by Tenant. Tenant shall not make or allow to
be made any alterations, improvements or additions in or to the Building without
first obtaining the written consent of Landlord, and all alterations, additions
and improvements made to or fixtures or other improvements placed in or upon the
Building, whether temporary or permanent in character, by either party (except
only moveable office furniture and equipment not attached to the Building) shall
be deemed a part of the Building and with respect to Tenant's alterations,
additions, improvements and fixtures, they shall remain Tenant's property until
the expiration or earlier termination of the Lease at which time they shall
become the property of Landlord without compensation to Tenant. Alterations,
improvements and additions in and to the Building requested by Tenant shall be
in accordance with plans and specifications which have been previously submitted
to and approved in writing by Landlord. Such work shall be performed at Tenant's
expense and accomplished either by Landlord or by contractors and subcontractors
approved in writing by Landlord. If such work is performed by Landlord, Landlord
shall be entitled to a construction supervision fee in the amount of five
percent (5%) of the cost of any alterations, improvements or additions. If such
work is not performed by Landlord, then all work performed by other contractors
and subcontractors shall be subject to the following conditions:
(a) A certificate of insurance for each contractor and subcontractor
must be submitted to the Landlord for approval prior to commencement of
construction;
(b) Tenant must insure that all workmen will be cooperative with
Building personnel and comply with all Building rules and regulations;
(c) All construction must be done in a good and workmanlike manner and
shall be subject to approval by Landlord in its sole discretion upon completion;
(d) Lien releases in recordable form from each contractor and
subcontractor must be submitted to the Landlord within five (5) days after
completion; and
(e) All construction must comply with all applicable governmental
laws, rules and regulations.
9. Repair and Maintenance by Tenant. This is intended to be a "Triple Net"
lease and in addition to the obligations of Tenant to pay for all Property Taxes
(as hereinafter defined) and insurance as provided in Sections 14 and 15 hereof,
Tenant is responsible, at its sole cost and expense for all maintenance, repairs
and replacements (including, without limitation, those of a capital nature) to
the Building and Land, including, but not by way of limitation, all items set
forth in this Section 8. Tenant will not in any manner deface or damage the
Building or Land and will pay as additional rent on demand the cost of replacing
any damage done to the Building or Land except damage caused by the gross
negligence or willful misconduct of Landlord. Tenant shall, at its own cost and
expense, throughout the term hereof, keep and maintain in good repair, all
structural and non-structural portions of the Building and Land, including but
not limited to the roof, foundation, structural soundness of the exterior walls,
including cleaning and painting thereof. Tenant shall keep and maintain in good
repair all windows, window glass, plate glass (including cleaning of all glass),
doors, fixtures, equipment, Elevators (as hereinafter defined) and HVAC (as
hereinafter defined) and all other machinery located in the Building and/or on
the Land. Tenant shall pay for all license, permits, use and inspections in
connection with the Building and Land during the Lease Term. Furthermore, Tenant
shall keep the plumbing working, closets, pipes and fixtures belonging thereto
in good repair, and keep the water pipes and connections free from ice and all
other obstructions, to the satisfaction of Landlord and any government authority
having jurisdiction over the Building or the Land during the term hereof. It
shall be the obligation of Tenant to keep and maintain in good repair, the
sidewalks, parking lots, driveways and curbs, service facilities, signage,
landscaping, sprinkler systems, Elevators, including all alterations and work
required to have the Building and Land comply with all Environmental Laws and
all laws, ordinances and regulations applicable to the Building and Land. Tenant
shall, at its sole cost and expense, during the term hereof make all
alterations, improvements or additions to the Building and Land that may be
required on account of any existing or future laws or regulations. It is
specifically understood that Landlord shall have no obligation for maintenance
or repair of the Building or Land and shall incur no liability or expense in
regard thereto. Tenant shall insure that the heating, ventilating and air
conditioning equipment serving the Building ("HVAC") is in good operating order
and condition on the Commencement Date and Tenant shall maintain a commercially
reasonable preventative maintenance contract for the HVAC system, acceptable to
Landlord, during the term hereof. Tenant shall make all necessary repairs and
replacements of the HVAC system which are not covered (or would not be covered)
under such preventative maintenance contract, including capital expenditures for
repair or replacement of the HVAC systems serving the Building. Without
diminishing such obligation of Tenant and in addition to any other remedies
Landlord may have, if Tenant fails to make such repairs and replacements within
fifteen (15) days after notice to Tenant from Landlord, Landlord may, at its
option, make such repairs and replacements and Tenant shall pay Landlord the
cost thereof as additional rent on demand. Likewise, Tenant shall at its sole
cost and expense, insure that the elevators and all equipment and fixtures
related thereto (collectively the "Elevators") are in good operating order and
condition and comply with all governmental requirements as of the Commencement
Date and Tenant shall maintain a commercially reasonable preventive maintenance
contract for the Elevators, acceptable to Landlord, during the term hereof and
insure that the same continue to comply with all applicable rules, regulations
and ordinances of any governmental authority having jurisdiction over the
Building. Tenant shall make all necessary repairs and replacements of the
Elevators which are not covered (or would not be covered) under this preventive
maintenance contract, including capital expenditures for repairs or replacement
of the Elevators. Without diminishing such obligations of Tenant, and in
addition to any other remedies Landlord may have, if Tenant fails to make such
repairs and replacements within fifteen (15) days after notice to Tenant from
Landlord, Landlord may, at its option, make such repairs and replacements and
Tenant shall pay Landlord the cost thereof of additional rent on demand.
However, nothing set forth in this Section 8, or elsewhere in this Lease shall
impose any obligation upon Landlord to make any such repairs or replacements and
Landlord shall have no liability to Tenant, its agent, employees, contractors or
invitees for failure to make such repairs and/or replacement or for any damage,
loss or injury (including death) arising therefrom, and Tenant hereby
indemnifies and holds Landlord harmless from any and all damage, cost, or
liabilities which may arise by virtue of any loss, damage, injury (including
death) or liability arising from such election by Landlord not to repair or
replace. Tenant shall maintain, at its sole cost and expense, a janitorial
service contract and a pest control contract covering the Building, acceptable
to Landlord, during the Lease Term.
10. Mechanic's Liens. Tenant will not permit any mechanic's or
materialman's lien to be placed upon the Building or improvements thereon or the
Land during the term hereof caused by or resulting from any work performed,
materials furnished or obligations incurred by or at the request of Tenant.
Nothing contained in this Lease shall be deemed or construed in any way as
constituting the consent or request of Landlord, express or implied, by
inference or otherwise, to any contractor, subcontractor, laborer or materialman
for the performance of any labor or the furnishing of any materials that would
give rise to the filing of any mechanic's, materialman's or other lien against
the interest of Landlord in the Land or the Building. In the case of the filing
of any lien on the interest of Landlord or Tenant in the Building or Land,
Tenant shall cause the same to be discharged of record or adequately bonded
within twenty (20) days after the filing of same. If Tenant shall fail to
discharge or adequately bond around such lien within such period, then, in
addition to any other right or remedy of Landlord, Landlord may, but shall not
be obligated to, discharge the same either by paying the amount claimed to be
due or by procuring the discharge of such lien by deposit in court or bonding.
Any amount paid by Landlord for any of the aforesaid purposes, or for the
satisfaction of any other lien not caused or claimed to be caused by Landlord,
together with all reasonable legal and other expenses of Landlord in defending
any such action or procuring the discharge of such lien, shall be paid by Tenant
to Landlord as additional rent on demand.
11. Indemnity and Non-Liability. Landlord will not be liable for and Tenant
will indemnify and hold Landlord harmless from all suits, liability, fines,
claims, demands, actions, damages, losses, costs and expense, including, but not
limited to, Landlord's reasonable attorneys' fees, for any injury or death to
persons, any loss or damage to property or any loss of or damage to Tenant's
business caused wholly or in part by (i) the negligence of, (ii) an act,
omission or misconduct of, (iii) a breach of this Lease by or (iv) the use or
occupancy of the Building or Land by, Tenant, its employees, agents, servants,
contractors, licensees, invitees or subtenants. Unless caused by the gross
negligence or willful misconduct of Landlord, Landlord shall not be liable or
responsible for any loss or damage to property or death or injury to persons
occasioned by any event, including, without limitation, theft, fire, act of God,
injunction, defects in the Building, riot, strike, war, court order, other
governmental action or other matter or the leakage or failure of any pipes,
wiring or fixture or the backing up of any drains.
12. Certain Rights Reserved by Landlord. In addition to Landlord's rights
under the Building Rules and Regulations attached hereto as Exhibit "A",
Landlord shall have the following rights, exercisable without notice and without
liability to Tenant for damage or injury to property, person or business and
without effecting an eviction, constructive or actual, or disturbance of
Tenant's use or possession or giving rise to any claim for set-off or abatement
of rent:
(a) To change the Building's name or street address;
(b) To install, affix and maintain any and all signs on the exterior
and interior of the Building;
(c) To enter upon the Building at reasonable hours to exercise its
rights hereunder or inspect same or to show the Building to prospective lenders
or purchasers, and, during the last twelve (12) months of the Lease Term, to
show them to prospective tenants at reasonable hours and, if they are vacated,
to prepare them for reoccupancy;
(d) To retain at all times, and to use in appropriate instances, keys
to all doors within and into the Building;
(e) To decorate and to make repairs, alterations, additions, changes
or improvements, whether structural or otherwise, in and about the Building, or
any other part thereof, without any obligation to do so, and for such purposes
to enter upon the Building and, during the continuance of any of said work, to
temporarily close doors, entryways, public space and corridors in the Building;
(f) To interrupt or temporarily suspend Building services and
facilities and to change the arrangement and location of entrances or
passageways, doors and doorways, corridors, elevators, stairs, toilets or other
public parts of the Building, all without abatement of rent or affecting any of
Tenant's obligations hereunder, so long as access to the Building is not
unreasonably restricted;
(g) To take all such reasonable measures as Landlord may deem
advisable for the security of the Building and its occupants. Notwithstanding
the foregoing, Landlord shall not be obligated to provide any security measures
and Landlord shall not be liable to Tenant or Tenant's employees, customers or
invitees for any damage, cost or expense which occurs for any reason in the
event any provided security measure is not properly installed, monitored or
maintained or any such service is not properly provided, nor shall Landlord be
liable to Tenant or Tenant's employees, customers or invitees for any damage or
loss caused by theft, burglary, assault, vandalism or any other crime. Landlord
strongly encourages Tenant to secure Tenant's own insurance in excess of the
amounts required elsewhere in this Lease and/or to provide Tenant's own security
measures to protect against the above occurrences if Tenant desires additional
coverage for such risks.
13. Fire or Other Casualty. If the Building or any part thereof shall be
damaged by fire or other casualty, Tenant shall give prompt written notice
thereof to Landlord. In case the Building shall be so damaged by fire or other
casualty that substantial alteration or reconstruction of the Building shall, in
Landlord's sole opinion, be required, Landlord may, at its option, terminate
this Lease and the term and estate hereby granted by notifying Tenant in writing
of such termination within thirty (30) days after the date of such damage, in
which event the rent hereunder shall be abated as of the date of such damage. If
Landlord does not elect to terminate this Lease or if, in Landlord's sole
opinion, substantial alteration or reconstruction of the Building is not
required, Landlord shall repair and restore the Building to substantially the
same condition in which it was immediately prior to the happening of the
casualty, except that Landlord shall not be required to rebuild, repair or
replace any part of Tenant's furniture or furnishings or of fixtures and
equipment owned or removable by Tenant under the provisions of the Lease.
Notwithstanding the foregoing, Landlord's obligation to restore the Building
shall not require Landlord to expend for such repair and restoration work more
than the insurance proceeds actually received by the Landlord as a result of the
casualty. Landlord shall not be liable for any inconvenience or annoyance to
Tenant or injury to the business of Tenant resulting in any way from such damage
or the repair thereof. If any other portion of the Building is damaged by fire
or other casualty resulting from the fault or negligence of Tenant or any of
Tenant's agents, employees or invitees, the rent hereunder shall not be
diminished and Tenant shall be liable to Landlord for the cost of the repair and
restoration of the Building caused thereby to the extent such cost and expense
is not covered by insurance proceeds.
14. Condemnation. If all of the Building and Land, or so much of the same
as would, in Landlord's sole opinion, materially interfere with the parties'
continued efficient and/or economically feasible use of the remainder, shall be
taken for any public or quasi-public use under any governmental law, ordinance
or regulation or by right of eminent domain or should be sold to the condemning
authority in lieu of condemnation, then Landlord may, at its option, terminate
this Lease as of the date when physical possession of the Building or Land is
taken by the condemning authority. If Landlord does not terminate this Lease,
the rent payable hereunder shall be diminished by an amount representing that
part of said rent as shall properly be allocable to the portion of the Building
which was taken or sold. Landlord shall receive the entire award from any taking
or condemnation and Tenant shall have no claim thereto for any reason relating
to the taking or condemnation.
15. Taxes. Tenant shall be liable for and shall pay, prior to becoming
delinquent, all taxes levied or assessed against Tenant's personal property,
furniture, alterations, improvements or fixtures in the Building including any
sales and use taxes associated with materials and/or services in connection with
the Building. Tenant shall pay to Landlord (or directly to the taxing authority
if required by Landlord) the Property Taxes (as hereinafter defined) for each
tax year of the term hereof. Property Taxes shall be prorated for any partial
tax year within the term based on the actual number of days elapsed. Promptly
after receipt of a property tax bill, Landlord shall provide Tenant with a copy
of the same. Tenant shall pay all Property Taxes prior to when such Property
Taxes are delinquent. Tenant shall deliver evidence to Landlord, in the form of
a copy of the check to the taxing authorities, of payment of such Property Taxes
prior to the same becoming delinquent. "Property Taxes" means the real estate
taxes levied on the Building and Land including any interest or penalty charges
payable with respect to any such taxes by virtue of Tenant's late payment or
non-payment of all or any portion of Property Taxes. Property Taxes shall also
include betterments and special and general assessments levied or imposed
against the Buildings, Land and/or Building. Property Taxes shall also include
any tax, excise, surcharge or assessment levied by any governmental taxing
authority upon or against the rents payable hereunder by Tenant in lieu of any
Property Taxes. Notwithstanding the foregoing, Tenant shall have no obligation
to pay any income taxes, sales taxes, excess profit taxes, franchise, capital
stock, inheritance or estate taxes, license fees, inspection fees or permit fees
levied against Landlord.
16. Waiver of Subrogation and Insurance.
(a) Each party hereto hereby waives any and every claim which arises
or may arise in its favor and against the other party hereto, or anyone claiming
through or under them, by way of subrogation or otherwise, for any and all loss
of or damage to any of its property (whether or not such loss or damage is
caused by the fault or negligence of the other party or anyone for whom said
other party may be responsible), which loss or damage is covered by valid and
collectible fire and extended coverage insurance policies, to the extent that
such loss or damage is insurable under said insurance policies. Said waivers
shall be in addition to, and not in limitation or derogation of, any other
waiver or release contained in this Lease with respect to any loss or damage to
property of the parties hereto.
(b) Tenant shall at its sole cost and expense, procure and maintain
throughout the term of this Lease a policy or policies of insurance insuring
Tenant against (i) any and all liability for injury to or death of a person or
persons and for damage to or destruction of property occasioned by or arising
out of or in connection with the use or occupancy of the Building or by the
condition of the Building (including the contractual liability of Tenant to
indemnify Landlord contained herein) with a limit of not less than $1,000,000
for each occurrence and $5,000,000 in the aggregate, (ii) fire and extended
coverage insurance covering Tenant's personal property and movable trade
fixtures in the Building to the extent of full replacement value, and (iii)
worker's compensation insurance as required by the State of Texas. Whenever good
business practice, in Landlord's reasonable judgment, indicates the need of
additional insurance coverage or different types of insurance in connection with
the Building or Tenant's use and occupancy thereof, Tenant shall, upon request,
obtain such insurance at Tenant's expense and provide Landlord with evidence
thereof. Additionally, Tenant shall at all times during the Lease Term maintain
in effect a policy or policies of insurance covering the Building for 100% of
replacement cost or in such amounts as Landlord may from time to time determine,
providing protection against perils included within the standard Texas form of
fire and extended coverage insurance policy, together with insurance against
sprinkler damage, vandalism, malicious mischief, business interruption, and such
other risks as Landlord may from time to time determine and with any such
deductibles as Landlord may from time to time determine. All insurance shall be
written by an insurance company or companies satisfactory to Landlord and
licensed to do business in the State of Texas with Landlord and any other party
in interest from time to time designated by Landlord named as an additional
insured without restriction. If Tenant has an umbrella or excess policy, Tenant
will name Landlord as an additional insured without restriction on all insurance
required pursuant to the Lease and on all layers of umbrella or excess policies.
Tenant shall obtain a written obligation on the part of each insurance company
to notify Landlord at least thirty (30) days prior to cancellation of all
required premium to this Section 16(b) such insurance. Such policies or duly
executed certificates of insurance relating thereto shall be promptly delivered
to Landlord within five (5) days after the execution of this Lease and renewals
thereof as required shall be delivered to Landlord at least thirty (30) days
prior to the expiration of the respective policy terms. If Tenant fails to
comply with the foregoing requirements relating to insurance, Landlord may, at
its sole option, obtain such insurance and Tenant shall pay as additional rent
to Landlord on demand the premium cost thereof.
17. Surrender Upon Termination. At the expiration or termination of this
Lease, whether caused by lapse of time or otherwise, Tenant shall at once remove
all furniture, movable trade fixtures and equipment and surrender possession of
the Building and Land and deliver the Building and Land to Landlord in as good
repair and condition as at the Commencement Date, reasonable wear and tear and
damages or destruction by fire or other insured casualty excepted, and shall
deliver to Landlord all keys to the Building. Tenant, or Landlord at Tenant's
expense, shall repair any damage to the Building or the Building and Land caused
by any such removal. All furniture, movable trade fixtures and equipment
installed by Tenant not removed at the expiration of this Lease or within
fifteen (15) days after any other termination shall thereupon be conclusively
presumed to have been abandoned by Tenant and Landlord may, at its option, take
over the possession of such property and either (a) declare same to be the
property of Landlord by written notice thereof to Tenant, or (b) at the sole
risk, cost and expense of Tenant, remove the same or any part thereof in any
manner that Landlord shall choose and dispose of the same without incurring
liability to Tenant or any other person.
18. Events of Default by Tenant.
(a) The occurrence of any of the following events shall be deemed to
be an event of default by Tenant under this Lease:
(i) Tenant shall fail to pay when due hereunder any installment
of rent or any other sum of money payable by Tenant to Landlord; or
(ii) Tenant shall fail to comply with or observe any other term,
provision or covenant of this Lease, and Tenant has not cured such failure
(except for the failure to pay rent) within twenty (20) days after the
occurrence of such failure; or
(iii) Tenant shall become insolvent, or shall make a transfer in
fraud of creditors, or shall make an assignment for the benefit of creditors, or
Tenant shall admit in writing its inability to pay its debts as they become due,
or Tenant shall file a petition under any section or chapter of the Bankruptcy
Reform Act of 1978, as amended, or under any similar law or statute of the
United States or any State thereof, or Tenant shall be adjudged bankrupt or
insolvent in proceedings filed against Tenant thereunder, or a petition or
answer proposing the adjudication of Tenant as a bankrupt or its similar law
shall be filed in any court and such petition or answer shall not be discharged
within sixty (60) days after the filing thereof, or a receiver or trustee shall
be appointed for all or substantially all of the assets of Tenant or of the
Building or of any of Tenant's property located thereon; or
(iv) The leasehold estate hereunder shall be taken or attempted
to be taken by execution or other process of law in any action against Tenant;
or
(v) Tenant shall abandon or vacate any substantial portion of the
Building for a period of time in excess of five (5) days without written
permission of Landlord; or
(vi) The liquidation, termination, dissolution, forfeiture of
right to do business or death of Tenant or any Guarantor.
(b) If an event of default shall have occurred, Landlord shall have,
in addition to such other rights or remedies as are contained within this Lease
or at law or in equity, the right at its election, then or any time thereafter
while such event of default shall continue, to pursue any one or more of the
following remedies:
(i) Terminate this Lease by giving notice thereof to Tenant, in
which event Tenant shall immediately surrender the Building to Landlord and if
Tenant fails to do so, Landlord may without prejudice to any other remedy which
it may have for possession or arrearages in rent, enter upon and take absolute
possession of the Building. Tenant hereby agrees to pay to Landlord on demand
the amount of all loss and damage which Landlord may suffer by reason of such
termination, whether through inability to relet the Building on satisfactory
terms or otherwise, including loss of rental for the remainder of the Lease Term
and interest thereon at the Past Due Rate from the date of the default.
(ii) Enter upon and take absolute possession of the Building
without terminating this Lease. Landlord may (but shall be under no obligation
to) relet the Building or any part thereof for the account of Tenant, in the
name of Tenant or Landlord or otherwise, without notice to Tenant, for such term
or terms (which may be greater or less than the period which would otherwise
have constituted the balance of the term of this Lease) and on such conditions
(which may include concessions or free rent) and for such uses as Landlord in
its absolute discretion may determine and Landlord may collect and receive any
rents payable by reason of such reletting. Tenant covenants and agrees to pay
Landlord on demand all reasonable expenses necessary to relet the Building which
shall include the cost of renovating, repairing and altering the Building for a
new tenant or tenants, advertisements and brokerage fees, and Tenant further
covenants and agrees to pay Landlord on demand any deficiency that may arise by
reason of such reletting together with interest on all sums due thereon at the
Past Due Rate from the date of the default. Landlord shall not be responsible or
liable for any failure to relet the Building or any part thereof or for any
failure to collect any rent due upon any such reletting. No such re-entry or
taking of possession of the Building by Landlord shall be construed as an
election on Landlord's part to terminate this Lease unless a written notice of
such termination is given to Tenant pursuant to subparagraph 17(b)(i) above.
(iii) Make such payments and/or take such action and do whatever
Tenant is obligated to do under the terms of this Lease. Tenant covenants and
agrees to reimburse Landlord on demand for any expenses which Landlord may incur
in thus affecting compliance with Tenant's obligations under this Lease together
with interest thereon at the Past Due Rate from the date paid by Landlord, and
Tenant further agrees that Landlord shall not be liable for any damages
resulting to Tenant from such action, whether caused by the negligence of
Landlord or otherwise.
(iv) Collect, from time to time, by suit or otherwise, each
installment of rent or other sum as it becomes due hereunder, or to enforce,
from time to time, by suit or otherwise, any other term or provision hereof on
the part of Tenant required to be kept or performed.
(v) Terminate this Lease by giving Tenant notice thereof, in
which event Tenant shall pay to Landlord the sum of (1) all rent accrued
hereunder through the date of termination, and (2) an amount equal to (A) the
total rent that Tenant would have been required to pay for the remainder of the
Lease Term discounted to present value at a rate of seven percent (7%) per
annum, minus (B) the then present fair rental value of the Building for such
period, similarly discounted at a rate of seven percent (7%) per annum, after
deducting all anticipated costs of reletting and Landlord's expenses for keeping
the Building in good order.
(c) In order to regain possession of the Building pursuant to this
Paragraph 17, Landlord or its agent may, at the expense and liability of the
Tenant, alter or change any or all locks or other security devices controlling
access to the Building without posting or giving notice of any kind to Tenant.
Landlord shall have no obligation to provide Tenant a key or grant Tenant access
to the Building so long as Tenant is in default under this Lease. Landlord may,
without notice, remove and either dispose of or store, at Tenant's expense, any
property belonging to Tenant that remains in the Building after Landlord has
regained possession thereof.
(d) No repossession or re-entering on the Building or any part thereof
by Landlord and no reletting of the Building or any part thereof by Landlord
shall terminate this Lease, unless a notice of such intention be given to
Tenant.
(e) No right or remedy herein conferred upon or reserved to Landlord
is intended to be exclusive of any other right or remedy, and each and every
right and remedy shall be cumulative and in addition to any other right or
remedy given hereunder or now or hereafter existing at law or in equity or by
statute. In addition to other remedies provided in this Lease, Landlord shall be
entitled, to the extent permitted by applicable law, to injunctive relief in
case of the violation, or attempted or threatened violation, of any of the
covenants, agreements, conditions or provisions of this Lease, or to a decree
compelling performance of any of the other covenants, agreements, conditions or
provisions of this Lease, or to any other remedy allowed to Landlord at law or
in equity.
19. Events of Default by Landlord. Except as otherwise provided in this
Lease, Landlord shall be in default hereunder if there is an act or omission by
Landlord which would give Tenant the right to damages from Landlord or the right
to terminate this Lease and, upon written notice of such act or omission to
Landlord by Tenant, Landlord fails to correct the breach or default within
thirty (30) days after the notice, or such longer period of time as may be
reasonably necessary provided Landlord has commenced to correct the breach or
default within such thirty (30) day period and diligently pursues such to
completion.
20. No Implied Waiver. The failure of Landlord to insist at any time upon
the strict performance of any covenant or agreement or to exercise any option,
right, power or remedy contained in this Lease shall not be construed as a
waiver or a relinquishment thereof for the future. A receipt by Landlord of any
rent with or without knowledge of the breach of any covenant or agreement
contained in this Lease shall not be deemed a waiver of such breach, and no
waiver by Landlord of any provision of this Lease shall be deemed to have been
made unless expressed in writing and signed by Landlord.
21. Landlord's Lien. Landlord waives any and all statutory or contractual
landlord liens Landlord may have against the furniture, fixtures, equipment,
inventory or personal property of Tenant located in the Building.
22. Subordination. This Lease and all rights of Tenant hereunder shall be
subject and subordinate to any deed of trust, mortgage or other instrument of
security which may hereafter cover the Building and the Land or any interest of
Landlord therein and to any and all increases, renewals, modifications,
consolidations, replacements and extensions thereof and to each advance made or
hereafter to be made thereunder and to any subordination, non-disturbance or
attornment agreement by the terms of which such holder or holders recognize this
Lease and covenant to give Tenant, so long as Tenant attorns to any purchaser or
purchasers of the Building and the Land any interest of Landlord therein through
foreclosure or other disposition thereof and Tenant is not in default under this
Lease, the right of quiet enjoyment of the Building. Tenant shall upon demand
and at any time or times execute, acknowledge and deliver to Landlord such other
and further instruments and certificates that, in the judgment of Landlord, may
be necessary or proper to confirm or evidence such subordination.
23. Quiet Enjoyment. Tenant, upon paying the Base Rent, any additional rent
and any other sums required to be paid by the terms of this Lease, and upon
performing and observing the covenants and stipulations set forth herein, shall
peaceably hold and enjoy the Building during the said term subject to the terms
and conditions hereof and to any liens, ordinances, easements, restrictions or
covenants to which this Lease is subject.
24. Holding Over by Tenant. Should Tenant or any of its successors in
interest continue to hold the Building after the termination of this Lease,
whether such termination occurs by lapse of time or otherwise, such holding over
shall, unless otherwise agreed by Landlord in writing, constitute and be
construed as a tenancy at will, at a daily rental equal to one-thirtieth
(1/30th) of an amount equal to the greater of double the amount of the monthly
rental payable during the last month prior to the termination of this Lease or
one hundred fifty percent (150%) of the market rate for which similar space in
the Building is then being leased by Landlord, and upon and subject to all of
the other terms, provisions, covenants and agreements on the part of Tenant
hereunder except any right to renew this Lease. No payments of money by Tenant
to Landlord after the termination of this Lease shall reinstate, continue or
extend the term of this Lease and no extension of this Lease after the
termination thereof shall be valid unless and until the same shall be reduced to
writing and signed by both Landlord and Tenant. Nothing in this Paragraph 27
should be construed as giving Tenant the right to hold over beyond the date of
the expiration of this Lease nor preclude Landlord from having the right to
dispossess or otherwise terminate Tenant's right of possession. Any tenancy at
will is terminable upon notice from Landlord.
25. Building Rules and Regulations. Tenant and Tenant's agents, employees
and invitees will comply with all requirements of the Building Rules and
Regulations which are attached hereto as Exhibit "A." Landlord shall at all
times have the right to change such Building Rules and Regulations or to
promulgate other Rules and Regulations in such reasonable manner as may be
deemed advisable for the safety, care or cleanliness of the Building and related
facilities, and for preservation of good order therein; provided, however, that
any such change shall not become effective and a part of this Lease until a copy
thereof shall have been delivered to Tenant. Tenant shall further be responsible
for the compliance with such Rules and Regulations by the employees, servants,
agents, visitors and invitees of Tenant. Landlord shall not be responsible to
Tenant for failure of any person to comply with such Rules and Regulations.
26. Estoppel Certificate and Tenant's Financial Statements. Tenant will, at
any time and from time to time, upon not less than twenty (20) days' prior
request by Landlord or any successor of Landlord or by the holder of any deed of
trust or mortgage covering the Land and Building or any interest of Landlord
therein, execute, acknowledge and deliver to Landlord an estoppel certificate in
writing executed by Tenant certifying that this Lease is the entire agreement
between the parties; that this Lease is in full force and effect and specifying
any modifications; the dates to which the rent has been paid and that no rent
under this Lease has been paid more than thirty (30) days in advance of its due
date; that the Tenant has unconditionally accepted the Building; that any
improvements required by the terms of this Lease to be made by Landlord have
been completed to the satisfaction of Tenant; that the address for notices to be
sent to Tenant is as set forth in this Lease; that Tenant, as of the date of
such certificate, has no charge, lien or claim of offset, deduction or
counterclaim under this Lease or otherwise against rents or other charges due or
to become due hereunder; that Landlord, any such successor or holder, and any
assignee of any such entity may rely upon the estoppel certificate being given
by Tenant; and either stating that to the knowledge of the signer of such
certificate no default of Landlord exists hereunder or specifying each such
default of which the signer may have knowledge; it being intended that any such
certificate by Tenant may be relied upon by any prospective purchaser or
mortgagee of the Building. In addition to the matters described above, the
above-described certificate shall include and Tenant shall certify as to matters
regarding the Lease as reasonably requested by Landlord.
27. Limitation of Liability. The liability of Landlord to Tenant for any
default by Landlord under the terms of this Lease shall be limited to the then
interest of Landlord in the Building and Land and Landlord, its officers,
directors, employees, agents and partners shall not be personally liable for any
deficiency. This clause shall not be deemed to limit or deny any remedies which
Tenant may have in the event of default by Landlord hereunder which do not
involve the personal liability of Landlord. Notwithstanding anything contained
in this Lease to the contrary, in the event Landlord sells, assigns, transfers,
or conveys its interest in the Land and the Building, Landlord shall have no
liability for any acts or omissions that occur after the date of said sale,
assignment, transfer, or conveyance.
28. Notices. Each provision of this Lease or of any applicable governmental
law, ordinance, regulation or other requirement with reference to the sending,
mailing or delivery of any notice or with reference to the making of any payment
by Tenant to Landlord, shall be deemed to be complied with when and if the
following steps are taken:
(a) Any notice or document delivered to Landlord by Tenant, including
all rent and other payments required to be made by Tenant to Landlord hereunder
shall be payable to Landlord in Harris County, Texas, at the address hereinbelow
set forth, or at such other address as Landlord may specify from time to time by
written notice delivered in accordance herewith:
Allstar Equities, Inc.
6401 Southwest Freeway
Houston, Texas 77074
Attention: James H. Long
(b) Any notice or document delivered by Landlord to Tenant hereunder
shall be delivered to Tenant at the address hereinbelow set forth, or at such
other address as Tenant may specify from time to time by written notice
delivered in accordance herewith:
Allstar Systems, Inc.
6401 Southwest Freeway
Houston, Texas 77074
Attention: Donald R. Chadwick
(c) Any notice or document required to be delivered hereunder shall be
deemed to be delivered, whether actually received or not, seventy-two (72) hours
after deposit in the United States mail, postage paid, certified mail, return
receipt requested and addressed to the respective party at the respective
addresses set out above or at such other address as they have theretofore
specified by written notice.
29. Use Tax. Notwithstanding any other provision herein, Tenant shall
pay as and when they become due and before the same become delinquent any and
all licenses, charges, and other fees of every kind and nature arising out of or
in connection with the Building, including but not limited to license fees,
business license tax, the amount of any privilege, sales, excise, or other tax
(other than income) imposed upon rentals herein provided to be paid by Tenant or
upon the Landlord in an amount measured by such rentals received by Landlord.
30. Examination of Lease. The submission of this document for examination
and negotiation does not constitute an offer to lease, or a reservation of, or
option for, the Building. This document becomes effective and binding only upon
the execution and delivery hereof by Landlord or Landlord's authorized agent and
Tenant.
31. Severability. Each and every covenant and agreement contained in this
Lease is, and shall be construed to be, a separate and independent covenant and
agreement. If any term or provision of this Lease or the application thereof to
any person or circumstances shall to any extent be invalid and unenforceable,
the remainder of this Lease, or the application of such term or provision to
persons or circumstances other than those as to which it is invalid or
unenforceable, shall not be affected thereby and in lieu of such invalid or
unenforceable clause, there shall be added as a part of this Lease a clause as
similar in terms to such invalid or unenforceable clause as may be possible and
be legal, valid and enforceable.
32. No Merger. There shall be no merger of this Lease or of the leasehold
estate hereby created with the fee estate in the Building or any part thereof by
reason of the fact that the same person may acquire or hold, directly or
indirectly, this Lease or the leasehold estate hereby created or any interest in
this Lease or in such leasehold estate as well as the fee estate in the Building
or any interest in such fee estate.
33. Force Majeure. Whenever a period of time is herein prescribed for
action to be taken by Landlord, Landlord shall not be liable or responsible for,
and there shall be excluded from the computation for any such period of time,
any delays due to strikes, acts of God, shortages of labor or materials, war,
governmental laws, regulations, restrictions or other cause of any kind
whatsoever which is beyond the control of Landlord.
34. Joint and Several Liability. If there is more than one Tenant, the
obligations hereunder imposed upon Tenant shall be joint and several. If there
is a guarantor of Tenant's obligations hereunder, the obligations of Tenant
shall be joint and several obligations of Tenant and such guarantor, and
Landlord need not first proceed against Tenant hereunder before proceeding
against such guarantor, nor shall any such guarantor be released from its
guarantee for any reason whatsoever, including, but not limited to, any
amendment of this Lease, any forbearance by Landlord or waiver of any of
Landlord's rights, the failure to give Tenant or such guarantor any notices or
the release of any party liable for the payment of Tenant's obligations
hereunder.
35. Entire Agreement and Amendment. This Lease contains the entire
agreement between the parties hereto with respect to the subject matter hereof
and supersedes any and all prior and contemporaneous agreements, understandings,
promises and representations made by either party to the other concerning the
subject matter hereof and the terms applicable hereto. Landlord's agents have
made no representations or promises with respect to the Building except as
herein expressly set forth and no rights, easements or licenses are acquired by
Tenant by implication or otherwise except as expressly set forth in the
provisions of this Lease. This Lease shall not be altered, waived, amended or
extended except by a written agreement signed by the parties hereto unless
otherwise expressly provided herein. Neither this Lease nor a memorandum of this
Lease shall be recorded in the public records of the county in which the
Building is located without the prior written consent of Landlord.
36. Paragraph Headings. The paragraph headings contained in this Lease are
for convenience only and shall in no way enlarge or limit the scope or meaning
of the various and several paragraphs hereof.
37. Binding Effect. Except as otherwise provided in the Lease, all of the
covenants, agreements, terms and conditions to be observed and performed by the
parties hereto shall be applicable to, binding upon and inure to the benefit of
their respective heirs, personal representatives, successors and their assigns.
38. Brokerage. Tenant and Landlord represent and warrant to each other that
such party has not had any dealing with any realtor, broker or agent in
connection with this Lease or the negotiation thereof. Landlord and Tenant each
agree to indemnify and hold the other harmless from and against any and all
costs, expenses or liability, including, but not limited to, reasonable
attorneys' fees, resulting from any breach of this representation or warranty.
39. Hazardous Waste. The term "Hazardous Substances," as used in this
Lease, shall mean any pollutant, contaminant, toxic or hazardous waste,
radioactive material or other substance, the use and/or the removal of which is
required or the use of which is restricted, prohibited or penalized by any
"Environmental Law," which term shall mean any federal, state or local statute,
ordinance, regulation or other law of a governmental or quasi-governmental
authority relating to pollution or protection of the environment or the
regulation of the storage or handling of Hazardous Substances. Tenant hereby
agrees that: (a) no activity will be conducted at the Building or Land that will
produce any Hazardous Substance; (b) neither the Building nor the Land will not
be used in any manner for the storage of any Hazardous Substance; and (c) Tenant
will not permit any Hazardous Substance to exist on the Building or Land and if
any Hazardous Substances currently exist or exist at any time during the Lease
Term or subsequent to the Lease Term (provided such existed during the Lease
Term) the same shall be immediately removed, with proper disposal, and all
required clean-up procedures shall be diligently undertaken by Tenant at its
sole cost pursuant to all Environmental Laws. If at any time during or after the
term of this Lease, the Building and/or the Land is found to be contaminated
with Hazardous Materials, Tenant shall diligently institute proper and thorough
clean-up procedures, at Tenant's sole cost. Tenant agrees to indemnify and hold
Landlord harmless from all claims, demands, actions, liabilities, costs,
expenses, damages, penalties and obligations of any nature arising from or as a
result of any contamination of the Building and/or Land with Hazardous
Substances. The foregoing indemnification and the responsibilities of Tenant
shall survive the termination or expiration of this Lease.
40. Applicable Law. This Lease shall be governed in all respects by the
laws of the State of Texas.
41. Authority. In the event Tenant is a corporation, professional
association, partnership or other form of organization other than an individual,
then each individual executing or attesting this Lease on behalf of Tenant
hereby covenants, warrants and represents that (a) such individual is duly
authorized to execute or attest and deliver this Lease on behalf of Tenant in
accordance with the organizational documents of Tenant; (b) this Lease is
binding upon Tenant; (c) Tenant is duly organized and legally existing in the
state of its organization and is qualified to do business in the state in which
the Building is located; (d) upon request, Tenant will provide Landlord with
true and correct copies of all organizational documents of Tenant and any
amendments thereto; and (e) the execution and delivery of this Lease by Tenant
will not result in a breach of, or constitute a default under, any mortgage,
deed of trust, lease, loan, credit agreement, partnership agreement or other
contract or instrument to which Tenant is a party or by which Tenant may be
bound.
42. Riders and Exhibits. The following number Exhibits and Riders are
attached hereto and incorporated herein by reference as if copies herein in
full:
Exhibit "A": Building Rules and Regulations
Exhibit "B": Secretary of State Financing Statement
43. TIME. TIME IS OF THE ESSENCE IN THIS LEASE AND IN EACH AND ALL OF THE
PROVISIONS HEREOF.
44. In the event of any legal action or proceeding brought by either party
against the other party arising out of this Lease, the prevailing party shall be
entitled to recover reasonable attorneys' fees and costs incurred in such action
or proceeding and such fees and costs shall be included in any judgment rendered
in such action or proceeding.
IN WITNESS WHEREOF, this Lease is hereby executed in multiple originals as
of the date first above set forth.
LANDLORD:
ALLSTAR EQUITIES, INC.
By: ____________________________________
James H. Long, President
TENANT:
ALLSTAR SYSTEMS, INC.
By: ____________________________________
Donald R. Chadwick,
Chief Financial Officer
Approved by
Initials:
Date:
EXHIBIT "A"
BUILDING RULES AND REGULATIONS
In addition to the covenants of the parties set out in the Lease, the parties
agree to observe the following standards for the mutual safety, cleanliness and
convenience of the Building and the Land. As specified in the Lease, these rules
are subject to change from time to time.
1. No birds, animals (except seeing-eye dogs), reptiles or any other creatures
shall be brought into or about the Building.
2. Nothing shall be swept or thrown into the corridors, halls, elevator shafts
or stairway. Tenant shall keep the Building and Land neat and clean.
3. Corridor doors, when not in use, shall be kept closed.
4. No bicycles or similar vehicles will be allowed in the Building or on the
Land except in those areas specifically designated by Landlord for such
purposes.
5. Sidewalks, doorways, vestibules, halls, stairways and similar areas shall not
be obstructed by Tenant or its officers, agents, servants and employees, or used
for any purpose other than ingress and egress to and from the Building, or for
going from one part of the Building to another part of the Building. No
furniture shall be placed in front of the Building or in any lobby or corridor
without written consent of Landlord.
6. Landlord has the right to evacuate the Building in the event of an emergency
or catastrophe.
7. Tenant shall not place, install or operate any stoves or cooking equipment in
the Building or in any part of the Building without the prior written approval
of Landlord.
8. No signs, posters, advertisements or notices shall be painted or affixed on
any of the windows, doors or other parts of the Building except in such color,
size and style and in such places as shall be first approved in writing by
Landlord.
9. No portion of the Building shall be used for the purpose of lodging rooms or
any immoral or unlawful purposes.
10. Vending machines or dispensing machines of any kind will not be placed in
the Building by Tenant unless prior written approval has been obtained from
Landlord.
11. Landlord's prior written approval must be obtained for installation of any
solar screen material, window shades, blinds, drapes, awnings, window
ventilators or other similar equipment and any window treatment of any kind
whatsoever. Landlord will control all internal lighting that may be visible from
the exterior of the Building.
12. Tenant shall exercise reasonable precautions in the protection of its
personal property from loss or damage by keeping doors to unattended areas
locked. Tenant will lock all office doors leading to public corridors and turn
off all lights and any appliances at the close of the working day. Landlord
shall not be responsible for any lost or stolen personal property, equipment,
money or jewelry from the Building, Land or parking areas regardless of whether
loss occurs when such area is locked against entry.
13. At no time shall Tenant permit or shall Tenant's agents, employees,
contractors, guests or invitees smoke in any common area of the Building unless
such common area has been declared a designated smoking area by Landlord.
14. Tenant shall not conduct any auction at the Building nor store goods, wares
or merchandise at the Building, except for Tenant's own personal use.
EXHIBIT "B"
TO BE FILED IN THE OFFICE OF THE SECRETARY OF STATE OF TEXAS
FINANCING STATEMENT
This instrument is prepared as, and is intended to be, a Financing
Statement complying with the formal requisites therefore as set forth in the
Texas Business and Commerce Code, Article 9 (also known as the Texas Uniform
Commercial Code-Secured Transactions), and in particular Section 9.402 thereof.
1. The name and address of the debtor ("Debtor") is:
Allstar Systems, Inc.
6401 Southwest Freeway
Houston, Texas 77074
Attention: Donald R. Chadwick
2. The name and address of the secured party ("Secured Party") is:
Allstar Equities, Inc.
6401 Southwest Freeway
Houston, Texas 77074
Attention: James H. Long
3.This Financing Statement covers the following types of property (the
"Real Property") and all proceeds of such Property:
All furniture, fixtures, equipment and personal
property located at 6401 Southwest Freeway,
Houston, Texas 77074.
DEBTOR:
ALLSTAR SYSTEMS, INC.
By: ____________________________________
Donald R. Chadwick,
Chief Financial Officer