FIFTH AMENDMENT OF OFFICE LEASE AGREEMENT

The Term with respect to the Fourth Expansion Space is extended for a period of thirty three (33) months beginning on August 1, 2010 and ending on April 30, 2013 (the “Fourth Expansion Extension Period”). This extension is subject to all the terms and conditions of the Lease (as hereby amended) except that

The Term is hereby extended for a period of sixty (60) months beginning on May 1, 2013 and ending on April 30, 2018 (the “Extension Period”). This Extension is subject to all terms and conditions of the Lease (as hereby amended) except that during the Extension Period the Base Year and the Base Rent shall be as follows:

In connection with such extension, and provided no Material Default then exists, Landlord shall pay to Tenant an allowance in an amount not to exceed $10.00 per Rentable Square Foot of the Premises for reimbursement of Tenant’s out-of-pocket costs of improvements and refurbishments to the Premises made by Tenant in accordance with the terms of the Work Letter attached to the Lease as Exhibit D (the “Extension Allowance”). Such Extension Allowance shall be paid by Landlord to Tenant on or before the later of (i) May 1, 2013 or (ii) thirty (30) days after submission by Tenant of a complete request for such Extension Allowance in accordance with the procedures set forth in the Work Letter attached to the Lease as Exhibit D (provided that the amount of the above-stated Extension Allowance shall apply, rather than the amount of any Allowances stated in such Exhibit D). In no event shall the provisions of this Fifth Amendment in any way

The extension specified in this Section 3 is in lieu of and shall replace the First Renewal Option in Paragraph IIA of Exhibit E to the Lease. Tenant shall retain only the Second Renewal Option in Exhibit E to the Lease, which, if properly exercised, shall commence on May 1, 2018.

Effective as of the Fifth Expansion Effective Date (as defined below), the Premises is increased by the addition of approximately 16,009 Rentable Square Feet on the 4^th floor of the Building and approximately 8,239 Rentable Square Feet on the 3^rd floor of the Building (together, the “Fifth Expansion Space”). From and after the Fifth Expansion Effective Date, the Premises shall include the Fifth Expansion Space.

The Fifth Expansion Space is currently leased to and occupied by Houston TPA, Ltd., a Texas limited partnership (“TPA”), pursuant to that certain Lease Agreement dated as of March 2, 1990 by and between ZML-Northborough Tower Limited Partnership as landlord and Health Administration Services, Inc. as tenant (as the same has been amended and assigned, the “TPA Lease”). The Term for the Fifth Expansion Space shall commence on the day after the TPA Lease terminates and TPA vacates the Fifth Expansion Space (the “Fifth Expansion Effective Date”). Landlord currently expects (but does not warrant or represent) that the Fifth Expansion Effective Date will be on or before May 1, 2007.

The Base Rent and Base Year for the Fifth Expansion Space shall be as follows:

During the period from the Fifth Expansion Effective Date to and including July 31, 2010 (but, subject to Section 10 below, not thereafter), Tenant shall pay to Landlord as Parking Rental attributable to the Fifth Expansion Space the sum of $3,590.00 per month plus applicable taxes (which sum is comprised of $800.00 per month for 16 reserved parking spaces and $2,790.00 per month for 93 unreserved parking spaces), which sum shall be due and payable on the first day of each calendar month; provided however, that unless and until a Material Default occurs, the Parking Rental for such unreserved spaces in the amount of $2,790.00 per month plus applicable taxes shall be abated through July 31, 2010. Such sum shall in no way change or lessen the amount of Parking Rental payable by Tenant in connection with the remainder of the Premises.

Storage Space. Effective as of the Fifth Expansion Space Effective Date, Landlord leases to Tenant and Tenant leases from Landlord approximately 491 square feet on the first floor of the Garage and known Storage Room No. 1 (the “Storage Space”) on the following terms and conditions (the “Storage Space Lease”):

Condition of the Fifth Expansion Space. Tenant has inspected the Fifth Expansion Space and agrees to accept the same in its “AS IS” “WHERE IS” condition without any agreements, representations, understandings or obligations on the part of Landlord to perform any alterations, repairs or improvements, except as may be specifically provided in this Fifth Amendment. Tenant may perform improvements to the Fifth Expansion Space in accordance with the Expansion Work Letter attached hereto as Exhibit A and made a part hereof (the “Expansion Work Letter”), in which event Tenant shall be entitled to an Allowance in connection with such work as more fully described below and in said Expansion Work Letter. Provided that no Material Default by Tenant then exists, Landlord shall pay to Tenant within thirty (30) days after the later of (i) August 1, 2010 or (ii) the submission by Tenant of a complete request for such Allowance in accordance with the Expansion Work Letter, an Allowance in an amount not to exceed $5.00 per Rentable Square Foot of the Fifth Expansion Space for reimbursement of Tenant’s out-of-pocket costs of improvements and refurbishments to the Premises made by Tenant within one year after the Fifth Expansion Effective Date and in accordance with the terms of the Expansion Work Letter.

Tenant’s Pro Rata Share. Tenant’s Pro Rata Share attributable to the Fifth Expansion Space shall be 11.7400%.

Contingency. Landlord and Tenant acknowledge that the Fifth Expansion Space is currently occupied by TPA pursuant to the TPA Lease. This Section 3 of this Fifth Amendment and the lease of the Fifth Expansion Space by Landlord to Tenant is expressly contingent upon Landlord and TPA executing and delivering an agreement terminating the TPA Lease and TPA vacating the Fifth Expansion Space. Landlord shall use reasonable efforts to expedite the execution and delivery of such termination agreement and such vacating by TPA. Tenant’s rights to lease the Fifth Expansion Space pursuant to this Fifth Amendment are superior to any third party’s rights to lease such space (other than TPA under the TPA Lease).

Effective as of the Sixth Expansion Effective Date (as defined below), the Premises is increased by the addition of approximately 2,122 Rentable Square Feet on the 2^nd floor of the Building (the “Sixth Expansion Space”). From and

The Sixth Expansion Space is currently leased to and occupied by Kelly Services, a Delaware corporation (“Kelly”). Kelly’s lease with Landlord will expire on January 31, 2007. The Term for the Sixth Expansion Space shall commence on the day after Kelly’s lease expires and Kelly vacates the Sixth Expansion Space (the “Sixth Expansion Effective Date”),

The Base Rent and Base Year for the Sixth Expansion Space shall be as follows:

Condition of the Sixth Expansion Space. Tenant has inspected the Sixth Expansion Space and agrees to accept the same in its “AS IS” “WHERE IS” condition without any agreements, representations, understandings or obligations on the part of Landlord to perform any alterations, repairs or improvements, except as may be specifically provided in this Fifth Amendment. Tenant may perform improvements to the Sixth Expansion Space in accordance with the Expansion Work Letter, in which event Tenant shall be entitled to an Allowance in connection with such work as more fully described below and in the Expansion Work Letter. Provided that no Material Default by Tenant then exists, Landlord shall pay to Tenant within thirty (30) days after the later of (i) the Sixth Expansion Effective Date or (ii) the submission by Tenant of a request for

Tenant’s Pro Rata Share. Tenant’s Pro Rata Share attributable to the Sixth Expansion Space shall be 1.0273%.

Contingency. Landlord and Tenant acknowledge that the Sixth Expansion Space is currently occupied by Kelly pursuant to its lease. This Section 4 of this Fifth Amendment and the lease of the Sixth Expansion Space by Landlord to Tenant is expressly contingent upon Kelly’s lease expiring and Kelly vacating the Sixth Expansion Space. Landlord shall use reasonable efforts to expedite the vacating by Kelly of the Sixth Expansion Space upon the expiration of Kelly’s lease. Tenant’s rights to lease the Sixth Expansion Space pursuant to this Sixth Amendment are superior to any third party’s rights to lease such space (other than Kelly pursuant to Kelly’s existing lease with Landlord).

Effective as of the Seventh Expansion Effective Date (as defined below), the Premises is increased by the addition of approximately 8,497 Rentable Square Feet on the 10^th floor of the Building (the “Seventh Expansion Space”). From and after the Seventh Expansion Effective Date, the Premises shall include the Seventh Expansion Space.

The Seventh Expansion Space is currently leased to and occupied by Republic Insurance, a Delaware corporation (“Republic”). Republic’s lease with Landlord will expire on April 30, 2007. The Term for the Seventh Expansion Space shall commence on the day after Republic’s lease expires and Republic vacates the Seventh Expansion Space (the “Seventh Expansion Effective Date”).

The Base Rent and Base Year for the Seventh Expansion Space shall be as follows:

Condition of the Seventh Expansion Space. Tenant has inspected the Seventh Expansion Space and agrees to accept the same in its “AS IS” ‘“WHERE IS” condition without any agreements, representations, understandings or obligations on the part of Landlord to perform any alterations, repairs or improvements, except as may be specifically provided in this Fifth Amendment. Tenant may perform improvements to the Seventh Expansion Space in accordance with the Expansion Work Letter, in which event Tenant shall be entitled to an Allowance in connection with such work as more fully described below and in the Expansion Work Letter. Provided that no Material Default by Tenant then exists, Landlord shall pay to Tenant within thirty (30) days after the later of (i) the Seventh Expansion Effective Date or (ii) the submission by Tenant of a complete request for such Allowance in accordance with the Expansion Work Letter, Landlord shall pay to Tenant an Allowance in an amount not to exceed $5.00 per Rentable Square Foot of the Seventh Expansion Space for reimbursement of Tenant’s out-of-pocket costs of improvements and refurbishments to the Premises made by Tenant in accordance with the terms of the Expansion Work Letter.

Tenant’s Pro Rata Share. Tenant’s Pro Rata Share attributable to the Sixth Expansion Space shall be 4.1137%.

Contingency. Landlord and Tenant acknowledge that the Seventh Expansion Space is currently occupied by Republic pursuant to its lease. This Section 5 of this Fifth Amendment and the lease of the Seventh Expansion Space by Landlord to Tenant is expressly contingent upon Republic’s lease expiring and Republic vacating the Seventh Expansion Space. Landlord shall use reasonable efforts to expedite the vacating by Republic of the Sixth Expansion Space upon the expiration of Republic’s lease. Tenant’s rights to lease the Sixth Expansion Space pursuant to this Sixth Amendment are superior to any third party’s rights to lease such space (other than Republic pursuant to Republic’s existing lease with Landlord).

Brokers. Tenant warrants and represents to Landlord feat Tenant has not engaged any real estate broker and/or salesman other than Grubb & Ellis (“Tenant’s Broker”) in connection with the negotiation or execution of this Fifth Amendment and that, other than Tenant’s Broker and Transwestern Commercial Services (“Landlord’s Broker”), no broker or salesman has been involved in connection with this Fifth Amendment. A copy of the Registration and Commission Agreement between Landlord and Tenant’s Broker is attached hereto as Exhibit B and such agreement is incorporated herein as a provision of this Fifth Amendment. Tenant agrees to defend, indemnify and hold harmless Landlord and the Landlord Related Parties from and against any and all costs, expenses, attorneys’ fees or liability for any compensation, commission and charges claimed by any real estate broker and/or salesman (other than the Tenant’s Broker or Landlord’s Broker) due to acts of Tenant or Tenant’s representatives.

In Section I.B of the Lease “207,908 square feet” is changed to “206,553 square feet”. Accordingly, after the last of the Fifth Expansion Space Effective Date, Sixth Expansion Space Effective Date and Seventh Expansion Space Effective Date, Tenant’s (total) Pro Rata Share will be 99.1411 %.

The following phrase is inserted after “for which Landlord is reimbursed by tenants” in Section IV.C.5 of the Lease: “(other than by payment of Expense Excess)”.

The following is inserted after “assessments for special improvement districts and building improvement districts,” in Section IV.D of the Lease; “margins taxes attributable solely to the operation and ownership of the Properly and the Building”.

Section XXXI.C is hereby amended to read in its entirety as follows: “LANDLORD AND TENANT HEREBY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY EVICTION OR FORCIBLE ENTRY AND DETAINER ACTION OR OTHER PROCEEDING BASED UPON, OR RELATED TO, THIS LEASE.”

The word “such” is inserted between “and the effects of” and “handling of any Hazardous Materials” in Section VIID of Exhibit E to the Lease.

Tenant further acknowledges that Tenant has no existing claims, defenses (personal or otherwise), or rights of set-off whatsoever with respect to the Lease and Tenant further acknowledges and represents that to its knowledge no event has occurred and no condition exists, which would constitute a Material Default by Landlord under the Lease, either with or without notice or lapse of time, or both.

This Fifth 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 Fifth Amendment. The Lease, as modified by this Fifth Amendment, contains the entire agreement between the parties. In addition, no agreement shall be effective to change, modify or terminate this Fifth Amendment or the Lease in whole or in part unless such is in writing and duly signed by the party against whom enforcement of such change, modification or termination is sought

Each signatory of this Fifth Amendment represents hereby that he or she has the authority to execute and deliver this Fifth Amendment on behalf of the party for which such signatory is acting. This Fifth Amendment may be executed in multiple counterparts, all of which together shall constitute one instrument. Faxed signatures are acceptable.

In the event of any conflict between the Lease and this Fifth Amendment, this Fifth Amendment shall control. The Lease, as amended hereby, is hereby ratified and affirmed, and shall continue in full force and effect.

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

Tenant, following the delivery of the applicable Expansion Space by Landlord, shall have the right to perform alterations and improvements in the Premises (the “Expansion Alterations”). Notwithstanding the foregoing, Tenant and its contractors shall not have the right to perform Expansion Alterations in any portion of the Premises unless and until Tenant has complied with all of the terms and conditions of Article IX.C of the Lease (with the exception of the construction management fee paid to Landlord which Landlord agrees to waive unless such, service is provided as described below in paragraph B), including, without limitation, approval by Landlord of the final plans for the applicable Expansion Alterations and the contractors to be retained by Tenant to perform such Expansion Alterations. Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design or create any liability on Landlord. If Landlord fails to approve, disapprove or request modifications to Tenant’s final plans for the applicable Expansion Alterations or any modifications thereto within five (5) business days after Landlord’s receipt of all information reasonably needed by Landlord to properly review such plans or modifications, then such plans or modifications, as applicable, shall be deemed approved by Landlord. Landlord’s approval of the contractors to perform the applicable Expansion Alterations shall not be unreasonably withheld. In addition to the approved contractors listed in Section 1(A) of the Work Letter attached to the Lease as Exhibit D, Landlord hereby also approves Byrd Construction. The parties agree that Landlord’s approval of a contractor not mentioned above to perform the Expansion Alterations shall not be considered to be unreasonably withheld if any such general contractor (i) does not have trade references reasonably acceptable to Landlord, (ii) does not maintain insurance as required pursuant to the terms of this Lease, (iii) does not have the ability to be bonded for the work in an amount of no less than one hundred fifty percent (150%) of the total estimated cost of the applicable Expansion Alterations, (iv) does not provide current financial statements reasonably acceptable to Landlord, or (v) is not licensed as a contractor in the state/municipality in which the Premises is located. Tenant acknowledges the foregoing is not intended to be an exclusive list of the reasons why Landlord may reasonably withhold its consent to a general contractor.

At Tenant’s request, Landlord will provide construction management services for a fee of 5% of the Expansion Alterations performed. In such an event, the Landlord shall enter into a direct contract for the applicable Expansion Alterations with a general contractor selected by Landlord. In addition, Landlord shall have the right to select and/or approve of any subcontractors used in connection with the Expansion Alterations.

Provided Tenant is not then in Material Default, Landlord agrees to contribute the following sums in reimbursement of the actual out-of-pocket cost of performing the Expansion Alterations (the “Expansion Allowance”):

In no event shall any Expansion Allowance be used for the purchase of equipment, furniture or other items of personal property of Tenant. If the cost of the applicable Expansion Alterations is less than the applicable Expansion Allowance, Tenant provided it is not then in default under the Lease, shall be entitled to apply up to $2.50 per rentable square foot of the applicable Expansion Space of such, unused Expansion Allowance (the “Cabling Allowance”) toward the cost of purchasing and installing telephone and computer cabling in the Expansion Space. All such costs, as evidenced by invoices for same, are referred to herein as the “Cabling Costs”. Landlord shall disburse the Cabling Allowance, or applicable portion thereof (not to exceed the actual Cabling Costs), to Tenant within thirty (30) days after the later to occur of (i) receipt of paid invoices from Tenant with respect to Tenant’s actual Cabling Costs, and (ii) completion of the applicable Expansion Alterations. If the applicable Expansion Allowance shall not be sufficient to complete the Expansion Alterations, Tenant shall pay the excess costs, plus any applicable state sales or use tax thereon. Any portion of the applicable Expansion Allowance which exceeds the cost of the applicable Expansion Alterations or is otherwise remaining after the first anniversary of the applicable Expansion Effective Date, shall accrue to the sole benefit of Landlord, it being agreed that Tenant shall not be entitled to any credit, offset, abatement or payment with respect thereto.

Tenant agrees to accept the Premises and each Expansion Space in its “AS IS” condition and configuration, it being agreed that Landlord shall not be required to perform any work or, except as provided above with respect to the applicable Expansion Allowance, incur any costs in connection with the construction or demolition of any improvements in the Premises or any Expansion Space.

This Exhibit shall not be deemed applicable to any additional space added to the Premises at any time or from time to time, whether by any options under the Lease or otherwise, or to any portion of the original Premises or any additions to the Premises in the event of a renewal or extension of the original Term of the Lease, whether by any options under the Lease or otherwise, unless expressly so provided in the Lease or any amendment or supplement to the Lease.