FIRST AMENDMENT

Landlord (as successor in interest to EOP‑Northborough Tower Limited Partnership) and Tenant are parties to that certain lease dated October 23, 2002 (the “Lease”). Pursuant to the Lease, Landlord has leased to Tenant space currently containing approximately 133,603 rentable square feet (the “Original Premises”) described as Suite Nos. 100, 260, 550, 600, 700, 800, 900, 930, 940, 950, 960, 1000, 1010, 1050, 1080, 1100, 1230, 1250, 1270, 1300 and 1400 on the 1^st, 2^nd, 5^th, 6^th, 7^th, 8^th, 9^th, 10^th, 11^th, 12^th, 13^th and 14^th floors of the building located at 100 Glenborough Drive, City of Houston, County of Harris, State of Texas, commonly known as Northborough Tower (the “Building”).

Tenant has requested that additional space containing approximately 12,010 rentable square feet described as Suite No. 1200 on the 12^th floor of the Building shown on Exhibit A hereto (the “Expansion Space”) be added to the Original Premises and that the Lease be appropriately amended and Landlord is willing to do the same on the following terms and conditions.

Expansion and Effective Date.

Effective as of the Expansion Effective Date (defined below), the Premises, as defined in the Lease, is increased from 133,603 rentable square feet to 145,613 rentable square feet on the 1^st, 2^nd, 5^th, 6^th, 7^th, 8^th, 9^th, 10^th 11^th, 12^th, 13^th and 14^th floors by the addition of the Expansion Space, and from and after the Expansion Effective Date, the Original Premises and the Expansion Space, collectively, shall be deemed the Premises, as defined in the Lease. The Term for the Expansion Space shall commence on the day after the date the Prior Tenant (defined below) vacates the Expansion Space (the “Expansion Effective Date”) and end on the Termination Date. The Expansion Space is subject to all the terms and conditions of the Lease except as expressly modified herein and except that Tenant shall not be entitled to receive any allowances, abatements or other financial concessions granted with

The parties hereto acknowledge that the Expansion Space currently is occupied by Teksystems, Inc. (“Prior Tenant”) pursuant to a lease dated November 29, 2001, as amended (“Prior Lease”) entered into between Landlord’s predecessor in interest and Prior Tenant. This Amendment specifically is contingent upon Landlord entering into an agreement with the Prior Tenant to terminate the Prior Lease with respect to the Expansion Space or to relocate the Prior Tenant from the Expansion Space to other space which includes no portion of the Expansion Space (the “Prior Tenant Relocation Agreement”). If Landlord fails to inform Tenant on or before the Contingency Date (as defined below) that the Prior Tenant Relocation Agreement has been executed, then either party hereto may terminate the Lease with respect to the Expansion Space only by providing written notice thereof to the other party within five (5) business days after the Contingency Date, whereupon, the Lease with respect to the Expansion Space only shall be null and void and of no force or effect, as if this Amendment had never been entered into. The “Contingency Date” shall be deemed to mean July 15, 2003.

Base Rent. In addition to Tenant’s obligation to pay Base Rent for the Original Premises, Tenant shall pay Landlord Base Rent for the Expansion Space as follows:

Additional Security Deposit. No additional security deposit shall be required in connection with this Amendment.

Tenant’s Pro Rata Share. For the period commencing with the Expansion Effective Date and ending on the Termination Date, Tenant’s Pro Rata Share for the Expansion Space is 5.7766%.

Expenses and Taxes. For the period commencing with the Expansion Effective Date and ending on the Termination Date, Tenant shall pay for Tenant’s Pro Rata Share of Expenses and Taxes applicable to the Expansion Space in accordance with the terms of the Lease.

Improvements to Expansion Space.

Condition of Expansion Space. Tenant has inspected the Expansion Space and agrees to accept the same “as is” without any agreements, representations, understandings or obligations on the part of Landlord to perform any alterations, repairs or improvements, except as may be expressly provided otherwise in this Amendment.

Responsibility for Improvements to Expansion Space. Tenant may perform improvements to the Expansion Space in accordance with the Work Letter attached to the Lease as Exhibit D and Tenant shall be entitled to an Allowance in connection with such work as more fully described in said Work Letter.

Miscellaneous.

This Amendment sets forth the entire agreement between the parties with respect to the matters set forth herein. There have been no additional oral or written representations or agreements. Under no circumstances shall Tenant be entitled to any Rent abatement, improvement allowance, leasehold improvements, or other work to the Premises, or any similar economic incentives that may have been provided Tenant in connection with entering into the Lease, unless specifically set forth in this Amendment.

Except as herein modified or amended, the provisions, conditions and terms of the Lease shall remain unchanged and in full force and effect.

In the case of any inconsistency between the provisions of the Lease and this Amendment, the provisions of this Amendment shall govern and control.

Submission of this Amendment by Landlord is not an offer to enter into this Amendment but rather is a solicitation for such an offer by Tenant. Landlord shall not be bound by this Amendment until Landlord has executed and delivered the same to Tenant.

The capitalized terms used in this Amendment shall have the same definitions as set forth in the Lease to the extent that such capitalized terms are defined therein and not redefined in this Amendment.

Tenant hereby represents to Landlord that Tenant has dealt with no broker, other than Grubb & Ellis (“Broker”) in connection with this Amendment. Tenant agrees to indemnify and hold Landlord, its trustees, members, principals, beneficiaries, partners, officers, directors, employees, mortgagee(s) and agents, and the respective principals and members of any such agents (collectively, the “Landlord Related Parties”) harmless from all claims of any brokers, other than Broker, claiming to have represented Tenant in connection with this Amendment. Landlord hereby represents to Tenant that Landlord has dealt with no broker in connection with this Amendment. Landlord agrees to indemnify and hold Tenant, its trustees, members, principals, beneficiaries, partners, officers, directors, employees, and agents, and the respective principals and members of any such agents (collectively, the “Tenant Related Parties”) harmless from all claims of any brokers claiming to have represented Landlord in connection with this Amendment.

Each signatory of this Amendment represents hereby that he or she has the authority to execute and deliver the same on behalf of the party hereto for which such signatory is acting.