LEASE AGREEMENT BASIC LEASE PROVISIONS ITEM 1. DATE THIS LEASE AGREEMENT MADE AND ENTERED INTO: 1ST DAY OF JULY, 1998. (BETWEEN)

LEASE AGREEMENT

BASIC LEASE PROVISIONS

ITEM 1. DATE THIS LEASE AGREEMENT MADE AND ENTERED INTO: 1ST DAY OF JULY, 1998.
(BETWEEN)

ITEM 2. "LANDLORD" NAME AMERICAN NATIONAL INSURANCE COMPANY
ADDRESS c/o Falcon Group Development
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇

ADDRESS FOR SAME AS ABOVE
PAYMENT &
NOTICES

(AND) NAME TITAN RESOURCES, INC.
"TENANT" ADDRESS ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇

ADDRESS FOR SAME AS ABOVE
▇▇▇▇▇▇▇▇ & NOTICES

ITEM 3. BUILDING NAME: MARINA ONE
----------
BUILDING ADDRESS: ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇.
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇

ITEM 4. TENANT'S PREMISES FLOOR: THIRD SUITE NO. 309
TENANT'S NET RENTABLE AREA: 4,811 SQ. FT. NET USABLE AREA: 4,183 SQ.
FT.
(SEE "EXHIBIT B" FOR AREA DEFINITIONS) PARKING SPACES: 19

ITEM 5. TOTAL NET RENTABLE AREA OF BUILDING: 119,249 SQ. FT.
TENANT'S BUILDING EXPENSE PERCENTAGE: 4.0% (SEE ARTICLE 2)

ITEM 6. RENT (SEE ARTICLE 2) TOTAL PER YEAR TOTAL PER MONTH PER SQ. FT./YEAR
A. BASIC RENT $ 78,178.75 $ 6,514.90 $ 16.25

B. PROJECTED BUILDING OPERATING EXPENSE: (INCLUDED IN BASIC RENT) $ 1997 BASE YEAR
C. INITIAL RENT-PARKING SPACES: $ 0.00
D. TOTAL INITIAL RENT: $ 6,514.90
E. AFTER HOURS HEAT, VENTILATING, AND AIR CONDITIONING CHARGE: $25 PER HOUR PER
ZONE W/2 HOUR MIN.

ITEM 7. TARGET COMMENCEMENT DATE: AUGUST 1, 1998 TERM: THIRTY-SIX (36) MONTHS
RENEWAL OPTION(S): ONE(1) THREE (3) YEAR
OPTION AT F.M.V.

ITEM 8. SECURITY DEPOSIT: $ 6,514.90; PAYABLE ON LEASE EXECUTION.

ITEM 9. BROKER(S): THE ▇▇▇▇-▇▇▇▇▇ COMPANY ON LANDLORD'S BEHALF
▇.▇. ▇▇▇▇▇▇▇▇▇ AND COMPANY, INC. ON TENANT'S BEHALF

ITEM 10. PERMITTED USE: GENERAL OFFICE

ITEM 11. SPACE PLAN APPROVAL DATE: __________________ (SEE "EXHIBIT E")

TABLE OF CONTENTS Page
----------------- ----
ARTICLE 1 TERM AND POSSESSION......................2
ARTICLE 2 RENT.....................................2
ARTICLE 3 SECURITY DEPOSIT.........................3
ARTICLE 4 OCCUPANCY AND USE........................4
ARTICLE 5 UTILITIES AND SERVICES...................4
ARTICLE 6 REPAIRS, MAINTENANCE, ALTERATIONS,
AND IMPROVEMENTS.........................4
ARTICLE 7 INSURANCE, FIRE AND CASUALTY.............5
ARTICLE 8 CONDEMNATION.............................6
ARTICLE 9 LIENS....................................6
ARTICLE 10 TAXES ON TENANT'S PROPERTY...............6
ARTICLE 11 SUBLETTING AND ASSIGNING.................6
ARTICLE 12 TRANSFERS BY LANDLORD....................6
ARTICLE 13 DEFAULT..................................7
ARTICLE 14 NOTICES..................................7
ARTICLE 15 MISCELLANEOUS PROVISIONS.................8

EXHIBIT A-1 FLOOR PLAN........................................ MADE PART OF "LEASE AGREEMENT"
EXHIBIT A-2 DESCRIPTION OF LAND............................... MADE PART OF "LEASE AGREEMENT"
EXHIBIT B AREA DEFINITIONS.................................. MADE PART OF "LEASE AGREEMENT"
EXHIBIT C RULES AND REGULATIONS............................. MADE PART OF "LEASE AGREEMENT"
EXHIBIT D BUILDING SERVICES AND CLEANING SPECIFICATIONS..... MADE PART OF "LEASE AGREEMENT"
EXHIBIT E AGREEMENT FOR CONSTRUCTION........................ MADE PART OF "LEASE AGREEMENT"
EXHIBIT F PARKING AGREEMENT................................. MADE PART OF "LEASE AGREEMENT"
EXHIBIT G ACCEPTANCE OF PREMISES MEMORANDUM................. MADE PART OF "LEASE AGREEMENT"
EXHIBIT H SPECIAL PROVISIONS................................ MADE PART OF "LEASE AGREEMENT"
EXHIBIT I OPERATING EXPENSES................................ MADE PART OF "LEASE AGREEMENT"
EXHIBIT J UNCONDITIONAL GUARANTY............................ MADE PART OF "LEASE AGREEMENT"

LEASE AGREEMENT - PAGE 1
TITAN RESOURCES, INC.

LEASE OF PREMISES

In consideration of the mutual covenants herein, Landlord hereby leases to
Tenant and Tenant hereby hires from Landlord, subject to all the terms and
conditions hereinafter set forth, those certain premises (hereinafter called the
"Premises") set forth in Items 3 and 4 of the Basic Lease Provisions and shown
on the drawings attached hereto and made a part hereof as "Exhibit A-1" the
office building in which the Premises are located, the land on which the office
bis situated (described in the attached "Exhibit A-2"), the parking garage and
all improvements and appurtenances to the bth garage and the land, are referred
to collectively herein as the "Building".

ARTICLE 1: TERM AND POSSESSION

SECTION 1. COMMENCEMENT AND EXPIRATION. The Term of this Lease shall be the
period of time specified iIte 7 of the Basic Lease Provisions, adjusted as
provided below. The Term shall commence on the Target Commencement Date shown in
Item 7 of the Basic Lease Provisions or such later date as the Premises shall be
tendered to Tenant as set forth below, or such earlier date as Tenant takes
possession or commences use of the Premises for any purpose, including
construction, and shall expire, without notice to Tenant, on the Expiration
Date. If the Lease commences on any day other than the first day of a calendar
month, the term of the Lease shall be extended by that part of one month
necessary to cause the expiration of the term to be the last day of a calendar
month. The dates of commencement ("Commencement Date") and expiration
("Expiration Date"), shall be confirmed by Landlord and Tenant by execution of
an "Acceptance of Premises Memorandum" attached hereto as "Exhibit G" and made a
part hereof.

SECTION 2. CONSTRUCTION OF LEASE SPACE IMPROVEMENTS AND POSSESSION. Landlord
will perform or cause to be performed the "Building Standard Work" and "Above
Standard Work" as defined in "Exhibit E," in accordance with the terms of said
"Exhibit E", subject to events and delays beyond its control for which Landlord
will not be lto Tenant in any way. Landlord may, subject to the terms of
"Exhibit E," perform or cause to be performed "Nonstandard Work" if any is
required by Tenant's Construction Plans. Landlord will tender the Premises to
Tenant by providing fifteen days written notice of the day on which its work
will be completed. Upon delivery of possession of the Premises to Tenant,
Landlord and Tenant shall execute the above-mentioned Acceptance of Premises
Memorandum, which, besides fixing the Commencement Dand Expiration Date, will
contain acknowledgments that Tenant has accepted the Premises and their
condition, and that the Premises and the Building are satisfactory in all
respects except for minor "punch list" items agreed to in writing by Landlord
and Tenant, which Landlord will promptly remedy. If Tenant takes possession of
the Premises, Tenant sbe deemed to have accepted the Premises even though the
Acceptance of Premises Memorandum may not have been executed.

In the event Tenant requires "Non-Standard Work" in the Premises, as defined in
"Exhibit E," and Landlord does not perform or cause the performance of that
work, Landlord's notice of tender of the Premises shall specify both the day on
which possession may actually be taken and the day on which possession could
have been taken if Landlord had performed or caused the performance of the
"Non-Standard Work." The Commencement Date in such a case shall be the don which
possession could have been taken if Landlord had performed the "Non-Standard
Work."

SECTION 3. SURRENDER OF THE PREMISES. Upon the expiration or earlier
termination of this Lease, or uexercis by Landlord of its right to re-enter the
Premises without terminating this Lease, Tenant shall immediately surrender the
Premises and all keys to the Premises to Landlord, together with all
alterations, improvements and other property as provided elsewhere herein, in
good order, condition and repair, except for ordinary wear and tear; failing
this Landlord may restore the Premises to such condition at Tenant's expense.
Tenant shall, at its expense, promptly repair any damage caused bremova of its
property, and shall restore the Premises to the condition existing prior to the
installation of the items removed. Upon the expiration or earlier termination of
the Lease, Tenant will, at the option of Landlord, execute a Release of Lease
and Waiver of Claim, in recordable form, containing Tenant's release of all its
interest in the Premises.

SECTION 4. HOLDING OVER. In the event Tenant, or any party claiming under
Tenant, retains possession oth Premises after the expiration or earlier
termination of this Lease, such possession shall be an unlawful detainer, and no
tenancy or interest shall result from such possession; such parties shall be
subject to immediate eviction and removal, and Tenant or any such party shall
pay Landlord as rent for the period of such hold-over an amount equal to one and
one half times the total market rent during the time of hold-over, such amount
to be determined by Landlord at its sole d Tenant shall also pay any and all
damages sustained by Landlord as a result of such hold-over. Tenant will vacate
the Premises and deliver same to Landlord immediately upon Tenant's receipt of
notice from Landlord to so vacate. The rent during such hold-over period shall
be payable to Landlord on demand. No holding over by Tenant, whether with or
without cof Landlord, shall operate to extend this Lease.

ARTICLE 2: RENT

SECTION 1. BASIC RENT. Tenant shall pay as Basic Rent for the premises the
annual sum shown in Item 6(a) of the Basic Lease Provisions. The Basic Rent
shall be payable at the office of the Building Manager in equal monthly
installments in advance, without deduction commencing on the Commencement Date
(subject to the provisions of Section 2.02 D. hereof) and continuing on the
first day of each calendar month thereafter. If the term of this Lease commences
oda other than the first day of a calendar month, the rent for such partial
month shall be prorated in the proportion that the number of days this Lease is
in effect during such partial month bears to the number of days in that calendar
month.

SECTION 2. ADDITIONAL RENT.

A. DEFINITIONS. For purposes of this Section 2.02, the following definitions
shall apply:

1. "Additional Rent" shall mean the amount of Tenant's Proportionate
Share of Building Operating Expenses for a particular calendar year or
portion thereof.

2. "Building Expense Percentage" shall mean the percentage specified in
Item 5 of the Basic Lease Provisions. This percentage was determined
by dividing Net Rentable Area in the Premises, as specified in Item 4
of the Basic Lease Provisions, by the total Net Rentable Area in the
Building.

3. "Tenant's Proportionate Share of Building Operating Expenses" shall be
the dollar amount equal to the product of Tenant's Building Expense
Percentage times the Building Operating Expense Variance.

4. "The Building Operating Expense Variance" is that dollar amount that
the Building Operating Expenses exceed the product of Projected
Building Operating Expense times Total Net Rentable Area of Building
(Item 6b and 5 respectively of Basic Lease Provisions).

LEASE AGREEMENT - PAGE 2
TITAN RESOURCES, INC.

5. "Building Operating Expenses" shall mean all of Landlord's direct
costs and expenses paid or incurred in operating and maintaining the
Building for a particular calendar year or portion thereof as
determined by Landlord in accordance with generally accepted
accounting principles, including all additional direct costs and
expenses of operation and maintenance of the Building which Landlord
determines that it would have paid or incurred during such year if the
Building had been one-hundred percent (100%) occupied. Building
Operating Expenses shall include by way of illustration but not
limitation; all general real estate taxes and all special assessments,
costs and expenses of contesting the validity or amount of real estate
taxes; insurance premiums; water, sewer, electrical and other utility
charges; service and other charges incurred in the operation and
maintenance oth elevators and the heating, ventilation and
air-conditioning system; cleaning and other janitorial services; tools
and supplies; repair costs; landscape maintenance costs; security
services; licenses, permit and inspection fees; management fees not to
exceed 5% of total gross income; wages and related benefits payable to
employees engaged in the maintenance and operation of the Building;
and, in general, all other costs and expenses which would generally be
regarded as operating and maintenance costs and expenses including
those which would normally be amortized over a period not to exceed
five (5) years.

If Landlord shall install a labor-saving device or other equipment,
which improves the operating efficiency of any system within the
Building (such as an energy management computer system) and thereby
reduces Building Operating Expenses, then Landlord may add to Building
Operating Expenses in each year during the useful life of such
installed device or equipment as determined in accordance with
applicable regulations of the Internal Revenue Service or generally
accepted accounting principles, together with interest at the rate of
10% per annum on the unamortized balance thereof, provided, however
that the amount of such allowance and interest shall not exceed the
annual cost or expense reduction attributed by Landlord to such
installed device or equipment, and further provided, that in no event
shall such allowance and interest shall not exceed the annual cost or
expense reduction attributed by Landlord to such installed device or
equipment, and further provided, that in no event shall such allowance
and interest increase Tenant's Additional Rent over what it would have
been if such labor-saving device or other equipment had not been
installed.

For the purposes of this Article, payments made by tenants of the
Building, either to third parties or to Landlord, under agreements for
direct reimbursement for services (e.g., separately metered utilities,
separately contracted janitorial services, property taxes directly
reimbursed to Landlord, etc.) shall not be included in "Building
Operating Expenses." However, for each category of expense for which
one or more tenants of the Building makes such payments, Tenant's
Building Expense Percentage shall be adjusted by excluding from the
denominator thereof, the New Rentable Area of all tenants making such
payments (for instance, if tenants leasing a total of 10% of the Net
Rentable Area of the Building pay their own electricity bills under an
arrangement for separate metering, the Building Expense Percentage for
each tenant not making such payment will increase proportionally with
respect to that category of expense).

If Tenant makes any such payment, Building Operating Expenses, for
purposes of this Article, shall exclude the category of expense for
which such payment is made, but only to the extent that the category
of expense includes payments made or charges incurred with respect to
space actually leased to other tenants (for example, if Tenant pays
its own electricity, Building Operating Expenses for purposes of
determining Tenant's Additional Rent shall only include the
electricity expense associated with space not actually leased to other
tenants).

B. PAYMENT OBLIGATION. In addition to the Basic Rent specified in this Lease,
Tenant shall pay to Landlord as Additional Rent for the Premises, in each
calendar year or partial calendar year during the term of this Lease, an
amount equal to Tenant's Proportionate Share of Building Operating Expenses
for such calendar year.

1. Payment of Tenant's Proportionate Share of Building Operating
Expenses. Tenant's Proportionate Share of Building Operating Expenses
for each calendar year shall be estimated annually by Landlord, and
written notice thereof shall be given to Tenant at least thirty (30)
days prior to the beginning of each calendar year. Tenant shall pay to
Landlord each month, at the same time the Basic Rent is due, an amount
equal to one-twe (1/12) of the estimated annual Additional Rent due.

2. Revisions in Estimated Additional Rent. If real estate taxes or the
cost of utility or janitorial sduring a calendar year, Landlord may
revise the estimated Additional Rent during such year by giving Tenant
written notice to that effect, and thereafter Tenant shall pay to
Landlord, in each of the remaining months of such year, an amount
equal to the amount of such increase in the estimated Additional Rent
divided by the number of months remaining in such year.

3. Adjustments to Actual Additional Rent. Within ninety (90) days after
the end of each calendar year, Lshall prepare and deliver to Tenant a
statement showing Tenant's actual Additional Rent. Within t(30) days
after receipt of the aforementioned statement, Tenant shall pay to
Landlord, or Landlord shall credit the next Additional Rent payment or
payments due from Tenant, as the case may be, the difference between
Tenant's actual Additional Rent for the preceding calendar year and
the estimated Additional Rent paid by Tenant during such year.

TENANT SHALL HAVE THE RIGHT TO REVIEW LANDLORD'S BOOKS AND RECORDS
RELATING TO OPERATING EFOR ANY CALENDAR YEAR DURING THE TERM HEREOF AT
ANY TIME WITHIN TEN (10) DAYS AFTER RECEIPT BY TENANT OF THE STATEMENT
OF OPERATING EXPENSES FOR THE PRECEDING CALENDAR YEAR. TENANT SHALL
CONDUCT SUCH REVIEW AT ITS OWN EXPENSE AND SHALL PERFORM SUCH REVIEW
IN A MANNER THAT DOES NOT UNREASONABLY INTERFERE WITH THE CONDUCT OF
LANDLORD'S BUSINESS. IN THE EVENT SUCH REVIEW REVEALS THAT TENANT'S
SHARE OF OPERATING EXPENSES HAS BEEN OVERSTATED, LANDLORD SHALL
PROMPTLY REIMBURSE TO TENANT THE AMOUNT OF SUCH OVERPAYMENT WITH
FORTY-FIVE (45) DAYS NOTICE THEREOF FROM TENANT TO LANDLORD.

C. RENT. The Basic-Rent, the Additional Rent, and all other sums required to
be paid by Tenant hereunder, including any sums due under the Agreement for
Construction, are sometimes collectively referred to as, and shall
constitute, "Rent". Rent shall be paid by Tenant when due, without prior
demand therefor, without deduction or set-off.

In the event any installment of rent under this Lease shall not be paid
when due, a "Late Charge" of five cents ($.05) per each dollar so overdue
may be charged by Landlord, for the purpose of defraying Landlord's
administrative expenses incident to the handling of such overdue payments.

D. DEPOSIT - First Month's Rent. Tenant shall deposit with Landlord, on
execution of this Lease, a sum equal to one full month's total rent
installment as set forth in Item 6(d) of the Basic Lease Provisions, which
shall be credited to the first installment(s) of Basic Rent and Additional
Rent due hereunder.

ARTICLE 3: SECURITY DEPOSIT

Tenant has paid or will pay Landlord the sum set forth in Item 8 of the Basic
Lease Provisions as sfor tperformanc of the terms hereof by Tenant. Tenant shall
not be entitled to interest thereon. If Tenant defaults wrespec to any provision
of this Lease, Landlord may, but shall not be required to, use, apply or retain
all or any part of this deposit for the payment of any rent or any other sum in

LEASE AGREEMENT - PAGE 3
TITAN RESOURCES, INC.

default, or for the payment of any other amount which Landlord mspen or become
obligated to spend by reason of Tenant's default, or to compensate Landlord for
any other loss or damage which Landlord may suffer by reason of Tenant's
default, including, without limitation, costs and attorneys' fees incurred by
Landlord to recover possession of the Premises. If any portion of said deposit
is so used or applied, Tenant shall, upon demand therefor, deposit cash with
Landlord in an amount sufficient trestor the security deposit to its original
amount and Tenant's failure to do so shall constitute a default hby Tenant. If
Tenant shall fully and faithfully perform every provision of this Lease to be
performed by it, the security deposit shall be returned to Tenant within thirty
(30) days after the Expiration Date.

ARTICLE 4: OCCUPANCY AND USE

SECTION 1. USE OF PREMISES. The Premises shall be used solely for the purpose
specified in Item 10 of the Basic Lease Provisions. Tenant will not use, occupy
or permit the use or occupancy of the Premises for any purpose which is,
directly or indirectly, forbidden by law, ordinance or governmental or municipal
regulation or order, or which may be dangerous to life, limb or property; or
permit the maintenance of any public or private nuisance; or do or permit any
other thing which may disturb the quiet enjoyment of any other tenant of the
Building; or keep any substance or carry on or permit any operation which might
emit offensive odors or conditions into other portions of the Building; or use
any apparatus which might make undue noise or set up vibrations in the Building;
or permit anything to be done which would increase the fire and extended
coverage insurance rate on the Building or contents, and if there is any
increase in such rate by reason of acts of Tenant, then Tenant agrees to pay
such increase promptly upon demand therefor by Landlord. Payment by Tenant of
any such rate increase shall not be a waiver of Tenant's duty to comply
herewith.

SECTION 2. RULES AND REGULATIONS. Such reasonable rules and regulations
applying to all tenants in the Building as may be adopted by Landlord for the
safety, care and cleanliness of, and preservation of good order in, the Premises
and the Building, are hereby made a part hereof and Tenant agrees to comply with
all such rules and regulations. Landlord shall have the right at all times to
change such rules and regulations or to amend them in any reasonable manner. All
changes and amendments will be sent by Landlord to Tenant in writing and shall
be thereafter carried out and observed by Tenant (See "Exhibit C" attached).

SECTION 3. SIGNS. Tenant shall not inscribe, paint, affix or display any signs,
advertisements or notices on or in the Building, except for such tenant
identification information as Landlord permits to be included or shown on the
directory board in the main lobby and adjacent to the access doors or doors to
the Premises.

SECTION 4. ACCESS. Landlord or its authorized agents shall at any and all
reasonable times have the right to enter the Premises to inspect the same, to
supply janitorial service or any other service to be provided by Lto Tenant
hereunder, to show the Premises to prospective purchasers or tenants, to alter,
improve or repair the Premises or any other portion of the Building, all without
being deemed guilty of an eviction of Tenant and without abatement ▇▇▇▇▇ and may
for that purpose erect scaffolding and other necessary structures where
reasonably required by the character of the work to be performed, provided the
business of Tenant shall be interfered with as little as is reasonably
practicable. Tenant hereby waives any claim for damages for any injury or
inconvenience to or interference with Tenant's business, any loss of occupancy
or quiet enjoyment of the Premises, and any other loss occasioned thereby. For
each of the aforesaid purposes, Landlord shall at all times have and retain a
key with which to unlock all of the doors in, upon and athe Premises, excluding
Tenant's vaults and safes. Landlord shall have the right to use any and all
means which Landlord may deem proper to open any door(s) in an emergency without
liability therefor. LANDLORD SHALL HAVE THE RIGHT TO SHOW TSPAC TO PROSPECTIVE
TENANTS DURING THE LAST SIX (6) MONTHS OF THE LEASE TERM.

SECTION 5. QUIET POSSESSION. Upon Tenant's paying the Rent reserved hereunder
and observing and performing all of the covenants, conditions and provisions on
Tenant's part to be observed and performed hereunder. Tenant shall have the
quiet possession of the Premises for the entire Term hereof, subject to all of
the provisions of this Lease.

ARTICLE 5: UTILITIES AND SERVICES

SECTION 1. SERVICES TO BE PROVIDED. Provided Tenant is not in default
hereunder, Landlord agrees to furnish or cause to be furnished to the Premises,
the utilities and services specified and hereby made a part hereof, subject to
the conditions and in accordance with the standards set forth herein (See
"Exhibit D" attached).

SECTION 2. ADDITIONAL SERVICES. Landlord may impose a reasonable charge for any
utilities and swithou limitation, air conditioning, electric current, and water,
provided by Landlord by reason of any substantial use of the Premises at any
time other than the hours set forth above or for any use beyond what Landlord
agrees herein to furnish or because of special electrical, cooling and
ventilating needs created by Tenant's hybrid telephone equipment, computers and
other similar equipment or uses. See Item 6.e. of the Basic Lease Provisions.

SECTION 3. TENANT'S OBLIGATION. Tenant agrees to cooperate fully at all times
with Landlord and to abide by all regulations and requirements which Landlord
may prescribe for the use of the above utilities and services. Any failure to
pay any excess costs as described above shall constitute a breach of the
obligation to pay Rent under this Lease and shall entitle the Landlord to the
rights herein granted for such breach.

SECTION 4. SERVICE INTERRUPTION. Landlord shall not be liable for, and Tenant
shall not be entitled tabatemen or reduction of Rent by reason of Landlord's
failure to furnish any of the foregoing services when such failure is caused by
accident, breakage, repairs, strikes, lockouts or other labor disturbance or
labor dispute of any character, governmental regulation, moratorium or other
governmental action, inability by exercise of reasonable diligence to obtain
electricity, water or fuel, or by any other cause beyond Landlord's reasonable
control, nor shall any such failure, stoppage or interruption of any such
service be construed as an eviction of Tenant, or relieve Tenant from the
obligation to perform any covenant or agreement herein. In the event of any
failure, stoppage or interruption thereof, however, Landlord shall use
reasonable diligence to resume service promptly.

NOTWITHSTANDING THE FOREGOING, IN THE EVENT OF ANY SUCH INTERRUPTION WHICH
CONTINUES FOR MORE THAN TEN (10) CONSECUTIVE BUSINESS DAYS (EXCLUDING A NATURAL
DISASTER), THEN RENT SHALL ▇▇▇▇▇ RETROACTIVELY FOR THAT PERIOD. TO THE EXTENT
THAT THE LEASED PREMISES ARE RENDERED UNTENABLE AS THE RESULT OF ANY SUCH
INTERRUPTION FOR A POF MORE THAN THIRTY (30) DAYS, THEN TENANT SHALL HAVE THE
RIGHT TO TERMINATE THIS LEASE ANY TIME THEREAFTER PRIOR TO RESUMPTION OF SUCH
SERVICES WITH A TEN (10) DAY PRIOR WRITTEN NOTICE.

SECTION 5. MODIFICATIONS. Notwithstanding anything herein above to the
contrary, Landlord reserves the right from time to time to make reasonable and
nondiscriminatory modifications to the above standards for utilities and
services.

LEASE AGREEMENT - PAGE 4
TITAN RESOURCES, INC.

ARTICLE 6: REPAIRS, MAINTENANCE, ALTERATIONS AND IMPROVEMENTS

SECTION 1. REPAIRS AND MAINTENANCE OF THE BUILDING. Landlord shall provide for
the cleaning and maintenance of the public portions of the Building. Unless
otherwise expressly stipulated herein. Landlord shall not be required to make
any improvements or repairs of any kind or character on the Premises during the
term of this Lease, except repairs to the exterior walls, corridors, windows,
roof and other structural elements and equipment of the Building, and such
additional maintenance as may be necessary because of damage by persons other
than Tenant, its agents, employees, invitees or visitors.

SECTION 2. IMPROVEMENTS AND ALTERATIONS.

A. Landlord's sole construction obligation under this Lease is as set forth in
the Agreement for Construction attached hereto as "Exhibit E" and
incorporated herein by this reference.

B. Landlord shall have the right at any time to change the arrangement,
location and/or size of entrances or passageways, doors and doorways, and
corridors, elevators, stairs, toilets or other public parts of the Building
and, upon giving Tenant reasonable notice thereof, to change the name,
number or designation by which the Building is commonly known.

C. Tenant shall not make any alterations, additions or improvements to the
Premises without the prior written consent of Landlord. All such
alterations, additions or improvements (except movable furniture and trade
fixtures) shall become the property of Landlord and shall be surrendered
with the Premises, as a part thereof, at the expiration or earlier
termination of the Lease, the same shall be made by Tenant at Tenant's sole
cost and expense. Any contractor or person making such improvements must
first be approved in writing by Landlord.

SECTION 3. LANDLORD'S OPTION TO REPAIR. Landlord may at its option and at the
cost and expense of Tenant, repair or replace any damage or injury done to the
Building or any part thereof, caused by Tenant, Tenant's agents, employees,
licensees, invitees or visitors. Tenant shall pay the cost thereof, which shall
include Landlord's administrative fee of 20%, to Landlord on demand. Tenant
further agrees to maintain and keep the interior of the Premises in good repair
and condition at Tenant's expense. Tenant agrees not to commit or allow any
waste or damage to be committed on any portion of the Premises.

ARTICLE 7: INSURANCE, FIRE AND CASUALTY

SECTION 1. SUBSTANTIAL DESTRUCTION OF THE BUILDING OR THE PREMISES. If either
the Building or the Premises should be substantially destroyed or damaged
(which, as used herein, means destruction or material damage to at least 50% of
the Building or the Premises) by fire or other casualty, then either party may,
at its option, terminate this Lease by giving written notice thereof to the
other party within thirty (30) days after the date of such casualty. In such
eRent shall be apportioned to and shall cease as of the date of such casualty.
If neither party exercises this option, then the Premises shall be reconstructed
and restored, at Landlord's expense, to substantially the same condition as they
were prior to the casualty, provided however, the Landlord's obligation
hereunder shall be limited to the reconstruction of such of the Lease Space
Improvements as were originally required to be made by Landlord at Landlord's
expense in accordance with "Exhibit E." In the event of such reconstruction,
Rent shall be abated from the date of casualty until substantial completion of
the reconstruction repairs; and this Lease shall continue in full force and
effect for the balance of the term.

SECTION 2. PARTIAL DESTRUCTION OF THE PREMISES. If the Premises should be
damaged by fire or other casualty, but not substantially destroyed or damaged to
the extent provided in Section 7.01, then such damaged part of the Premises
shall be reconstructed and restored, at Landlord's expense, to substantially the
same condition as it was prior to the casualty; provided however, the Landlord's
obligation hereunder shall be limited to the reconstruction of such of the Lease
Space Improvements as were originally required to be made by Landlord at
Landlord's expense in accordance with "Exhibit E". In such event, if the damage
prevents Tenant from carrying on its business in the Premises in whole or in
part, Rent shall be abated in the proportion which the approximate area of the
damaged part bears to the total area in the Premises from the date of the
casualty until substantial completion of the reconstruction repairs; and this
Lease shall continue in full force and effect for the balance of the term.
Landlord shall use reasonable diligence in completing such reconstruction
repairs, but in the event Landlord fails to complete the same within one hundred
eighty (180) days from the date of the casualty, Tenant may, at its option,
terminate this Lease upon giving Landlord sixty (60) days written notice to that
effect, whereupon both parties shall be released from all further obligations
and liability hereunder. Nothing herein shall require the Landlord to expend
more repairs, restoration or replacement than the proceeds of the insurance
therefor received by Landlord.

SECTION 3. TENANT'S RESPONSIBILITIES.

A. If the Building or the Premises shall be damaged by fire or other casualty
resulting from the fault or negligence of Tenant, or the agents, employees,
licensees or invitees of Tenant (except as set forth in Section 7.06), such
damage shall be repaired by and at the expense of Tenant under the
direction and supervision of Landlord, and Rent shall continue without
abatement.

B. Except for that portion, if any, of Landlord's gross negligence or willful
misconduct not waived by Tenant, Tenant covenants that Landlord shall not
be liable for any damage or liability of any kind or for any ito odeat of
persons or damage to property of Tenant or any other person during the
Term, including consequential loss or damage, from any cause whatsoever by
reason of the construction, use, occupancy or enjoyment of the Premises by
Tenant or any person therein or holding under Tenant or by or through the
acts or omissions of other tenants of tBuildin or Landlord. Tenant hereby
agrees, as part of the material consideration for this Lease, to indemnify
and save Landlord harmless from all claims, action, demands, costs and
expenses and liability whatsoever, including reasonable attorneys' fees, on
account of any such real or claimed damage or liability, and from all
liens, claims and demands occurring in, on or at the Premises, or arising
out of the construction, use, occupancy or enjoyment of the Premises and
its facilities, or any repairs or alterations which Tenant may make upon
the Premises.

SECTION 4. TENANT'S INSURANCE. Tenant covenants and agrees that from and after
the date of delivery of the Premises from Landlord to Tenant, Tenant will carry
and maintain, at its sole cost and expense, the following types of insurance, in
the amounts specified and in the form hereinafter provided, as follows:

A. Public Liability and Property Damage. General Public Liability Insurance
covering the Premises and Tenant's use thereof against claims for personal
injury or death and property damage occurring upon, in or about the
Premises, such insurance to afford protection to the limit of not less than
$500,000 in respect of injury or death to any number of persons arising out
of any one occurrence, and such insurance against property damage. This
insurance coverage shall extend to any liability of Tenant arising out of
the indemnities provided for in Sections 7.03 and 7.04.

LEASE AGREEMENT - PAGE 5
TITAN RESOURCES, INC.

B. Tenant Improvements and Property. Insurance covering all leasehold
improvements, heating, ventilating and air conditioning equipment installed
by reason of Tenant's "Non-Standard Work"; fixtures installed by or at the
expense of Tenant; and personal property in, on or upon the Premises, in an
amount no less than 100% of the freplacemen cost thereof.

Tenant shall obtain a written obligation from each insurance company issuing the
insurance required to be maintained by Tenant pursuant to Section 7.04 (A.) and
(B.) hereof to notify Landlord at least thirty (30) days prior tth expiration or
cancellation of such insurance. Such policies or duly executed certificates of
insurance shall be promptly delivered to Landlord and renewals thereof, as
required, shall be delivered to Landlord at least thirty (30) days pto the
expiration of the respective policies.

SECTION 5. LANDLORD'S INSURANCE. Landlord shall at all times during the Term
maintain in effect a policy or policies of insurance covering the Building
(excluding property required to be insured by Tenant) in such amounts as
Landlord may from time to time determine, providing protection against perils
included within the standard Texas from of fire and extended coverage insurance
policy, together with insurance against sprinkler damage, vandalism and
malicious mischief, and such other risks as Landlord may from time to time
determine and with any such deductibles as Landlord may fto time determine.

Any insurance provided for in this Section 7.05 may be effected by a policy or
policies of blanket insurance, covering additional terms or locations or
assureds, provided that the requirements of this Paragraph are otherwise
satisfied. Tenant shall have no rights in any policy or policies maintained by
Landlord and shall not, by reason of payment by Tenant, as part of the Building
Operating Expenses, of its prorata share of the Landlord's premium for the
insurance, be entitled to be a named insured thereunder.

SECTION 6. WAIVER OF SUBROGATION. Landlord and Tenant hereby waive any rights
each may have against tother on account of any loss or damage occasioned to
Landlord or Tenant, as the case may be, their respective property, the Premises,
its contents or to the other portion of the Building arising from any risk to
the extent the party suffering damage receives the proceeds of fire and extended
coverage insurance, the parties hereto each, on behalf of trespectiv insurance
companies insuring the property of either Landlord or Tenant against any such
loss, waive any right of subrogation that it may have against Landlord or
Tenant, so long as additional premiums, if charged, are paid by Landlord and
Tenant.

ARTICLE 8: CONDEMNATION

In the event the Building, or any portion thereof necessary, in the sole opinion
of Landlord, to the continued efficient and/or economically feasible use of the
Building shall be taken or condemned in whole or in part for public purposes, or
sold to a condemning authority to prevent taking, then the term of this Lease
shall, at the option of the Landlord, forthwith cease and terminate, and the
Landlord shall receive the entire award for land and buildings. Tenant shall
have the right to recover from such authority, but not from Landlord, or out of
the proceeds otherwise payable to Landlord, only any compensation as may be
awarded to Tenant on account of moving and relocation expenses and depreciation
to and removal of Tenant's physical property.

ARTICLE 9: LIENS

Tenant shall keep the Premises free from any liens arising out of any work
performed, materials for obligations incurred by or for Tenant. In the event
that Tenant shall not, within ten (10) days following the imposition of any such
lien, cause the same to be released of record by payment or posting of a proper
bond, Landlord shall have, in addition to all other remedies provided herein and
by law, the right but not the obligation, to cause the same to be released bsuc
means as it shall deem proper, including payment of or defense against the claim
giving rise to such lien. All sums paid by Landlord and all expenses incurred by
it in connection therewith shall create automatically an obligation of Tto pay,
on demand, an equivalent amount together with interest at 10% per annum as Rent.
No work which Landlord permits Tenant to perform on the Premises shall be deemed
to be for the immediate use and benefit of Landlord so that no mechanics or
other lien shall be allowed against the estate of Landlord by reason of its
consent to such work.

ARTICLE 10: TAXES ON TENANT'S PROPERTY

Tenant shall be liable for and shall pay, prior to their becoming delinquent,
any and all taxes and assessments levied against any personal property or trade
or other fixtures placed by Tenant in or about the Premises, including any
additional real estate taxes or assessments which may be levied against the
Building by reason of Tenant's requirements for "Above-Standard Work" or
"Non-Standard Work" in the Premises.

ARTICLE 11: SUBLETTING AND ASSIGNING

SECTION 1. RESPONSIBILITIES. Tenant shall not assign this Lease, or allow it to
be assigned, in whole or in part, by operation of law or otherwise, or mortgage
or pledge the same, or sublet the Premises, or any part thereof, without the
prior written consent of Landlord, and in no event shall any such assignment or
sublease ever release Tenant from any obligation or liability hereunder. No
assignee or sublessee of the Premises or any portion thereof may assign or sthe
Premises or any portion thereof.

SECTION 2. CONDITIONS OF SUBLEASE. If the Tenant desires to assign or sublet
all or any part of the Premises, it shall so notify Landlord at least sixty (60)
days in advance of the date on which Tenant desires to make such assignment or
sublease. Tenant shall provide Landlord with a copy of the proposed assignment
or sublease, and such information as Landlord might request concerning the
proposed sublessee or assignee to allow Landlord to make informed judgments as
to the financial condition, reputation, operations and general desirability of
the proposed subtenant(s) or assignee. Within thirty (30) days after Landlord's
receipt of Tenant's proposed assignment or sublease, and all required
information concerning the proposed subtenant(s) or assignee, Landlord shall
have the option to:

A. Cancel the Lease as to the Premises or portion thereof proposed to be
assigned or sublet; or

B. Consent to the proposed assignment or sublease, in which event, however, if
the rent due and payable by any assignee or sublessee under any such
permitted assignment or sublease (or a combination of the rent payable
under such assignment or sublease plus any bonus or any other consideration
therefor or any payment, thereto) exceeds the Rent payable under this Lease
for such space, Tenant shall pay to Landlord all such excess rent and other
excess consideration within ten (10) days following receipt thereof by
Tenant, or

C. Refuse its consent to the proposed assignment or sublease but allow Tenant
to continue in the search for an assignee or sublessee that may be
acceptable to Landlord, which option shall be deemed to be elected unless
Landlord gives Tenant written notice providing otherwise.

D. Notwithstanding the foregoing, Tenant shall have the right to assign or
sublease the Lease Premises without Landlord's consent (i) to any parent
company, subsidiary or affiliated company of Tenant, (ii) any corporation
into or with which Tenant may be merged or consolidated, (iii) any
partnership or other entity, the majority the beneficial ownership of which
shall be owned by Tenant or the majority shareholders of Tenant or any
corporation described herein, or any trust, the majority beneficial
interest of which shall be owned by members of the immediate family of
Tenant, providing the occupancy resulting from such transfer will be
consistent with the general character of the business carried on by the
assignee or sublessee.

LEASE AGREEMENT - PAGE 6
TITAN RESOURCES, INC.

ARTICLE 12: TRANSFERS BY LANDLORD

SECTION 1. SALE OF THE BUILDING. In the event of a sale or conveyance by
Landlord of the Building, the same shall operate to release Landlord from any
and all liability under this Lease arising after the date of such sale. Tenant's
right to quiet possession of the Premises shall not be disturbed so long as
Tenant shall pay the Rent and observe and perform all of the provisions of this
Lease to be observed and performed by Tenant, unless this Lease is terminated
pursuant to specific provisions relating thereto or contained herein. If any
security deposit has been made by Tenant, Landlord may transfer such security
deposit to the purchaser, and thereupon Landlord shall be discharged from any
further liability in reference thereto.

SECTION 2. SUBORDINATION AND ATTORNMENT.

A. Upon written request or notice by Landlord, Tenant agrees to subordinate
its rights under this Lease to any Lease to any Lease wherein Landlord is
the Tenant and to the lien of any first mortgage or first deed of trust,
regardless of whether such lease, first mortgage or first deed of trust now
exists or may hereafter be created wregar to all or any part of the
Building, and to any and all advances to be made thereunder and to the
interest thereon and all modifications, consolidations, renewals,
replacements and extensions thereof, provided the Lessor, first mortgagee
or first trustee agrees to recognize the Lease of Tenant in the event of
default under the Lease or foreclosure if Tenant is not in default. Tenant
also agrees that any Lessor, first mortgagee or first trustee may elect to
have this Lease prior to any lease or lien of its first mortgage or first
deed of trust, and in the event of such election and upon notification by
such lessor, first mortgagee or first trustee to Tenant to that effect,
this Lease shall be deemed prior to lien to ▇▇▇▇▇▇ first mortgage or first
deed of trust, whether this Lease is dated prior to or subsequent to the
date of said Lmortgag or first deed of trust.

B. Tenant shall, in the event of the sale or assignment of Landlord's interest
in the Premises (except in a sale-leaseback financing transaction), or in
the event of any proceedings brought for the foreclosure of, or in the
event of the exercise of the power of sale under, any first mortgage or
first deed of trust covering the Premises, or in the event of the
termination of any lease in a sale-leaseback transaction wherein Landlord
is the lessee, attorn to and recognize such purchaser or assignee or first
mortgagee as Landlord under this Lease first.

C. Tenant agrees that, upon the request of Landlord, or any such lessor, first
mortgagee or trustee, Tenant shall execute and deliver whatever instruments
may be required for such purposes and to carry out the intent of this
Section and in the event Tenant fails to do so within ten (10) days after
demand in writing Tenant does hereby make constitute and irrevocably
appoint Landlord as its attorney-in-fact complete with an interest in its
name place and stead so to sign and deliver such instruments as if the same
had been signed and delivered by Tenant first.

ARTICLE 13: DEFAULT

SECTION 1. DEFAULTS BY TENANT. The occurrence of any of the following shall
constitute a material default and breach of this Lease by Tenant.

A. Any failure by Tenant to pay the Rent or to make any other payment required
to be made by Tenant hereunder no notice being required for default in
payment;

B. Any failure by Tenant to observe and perform any other provision of this
Lease to be observed or performed by Tenant where such failure continues
for twenty (20) days after written notice to Tenant:

C. Tenant admits in writing that it cannot meet its obligations as they become
due; is declared insolvent according to any law; or assignment of Tenant's
property is made for the benefit of creditors; or a receiver or Trustee is
appointed for Tenant or its property; or the interest of Tenant under this
Lease is levied on under execution or other legal process; or any petition
is filed by or against Tenant to declare Tenant bankrupt or to delay reduce
or modify Tenant's debts or obligations; or any petition is filed or other
action taken to reorganize or modify Tenant capital structure if Tenant be
a corporation or other entity (provided that no such levy execution legal
process or petition filed against Tenant shall constitute a breach of this
Lease if Tenant shall vigorously contest the same by appropriate
proceedings and shall remove or vacate the same within thirty (30) days
from the date of its creation service or filing).

D. The abandonment of the Premises by Tenant which shall mean that Tenant is
absent from Premises for ten (10) consecutive days while Tenant is in
default in the payment of any sum to be paid by Tenant hereunder.

SECTION 2. REMEDIES OF LANDLORD. In the event of any such default by Tenant,
Landlord at its option, may have one or more of the following remedies in
addition to all other rights and remedies provided at law or in equity:

A. Landlord may terminate this Lease and without further notice repossess the
Premises and be entitled to recover as damages a sum of money equal to the
total of (1) the cost of recovering the Premises, (2) the unpaid Rent
earned at the time of termination, plus interest thereon, (3) the balance
of the Rent for the remainder of the term, (4) costs of reletting and
refurbishing, and (5) any other sum of money and damages owned by Tenant to
Landlord;

B. Landlord may immediately terminate Tenants right of possession of the
Premises, but not terminate tLease and without notice or demand enter upon
the Premises or any part thereof and take absolute possession of the same,
change the locks, and, at Landlord's option, Landlord may relet the
Premises or any part thereof for such terms and such rents as Landlord may
reasonably elect. In the event Landlord shall elect to so relet, then Rent
received by Landlord from such reletting shall be applied first, to the
payment of any indebtedness other than Rent due hereunder from Tenant to
Landlord second to the payment of any cost of such reletting including
without limitation refurbishing costs and leasing commissions and third to
the payment of Rent due and unpaid hereunder and Tenant shall satisfy and
pay any deficiency upon demand therefor from time to time. Tenant further
agrees that Landlord may file suite to recover any sums due under the terms
of this Article and that no recovery of any portion due Landlord hereunder
shall be any defense to any subsequent action brought for any amount not
theretofore reduced to judgment in favor of Landlord. Reletting of the
Premises shall not be construed as an election on the part of Landlord to
terminate this Lease and notwithstanding any such reletting without
termination Landlord may at any time thereafter elect to terminate this
Lease for such previous breach.

SECTION 3. DEFAULTS BY LANDLORD. Except as otherwise provided in this Lease
Landlord shall be in default under this Lease if Landlord fails to perform any
of its obligations hereunder and said failure continues for a period of thirty
(30) days after written notice thereof from Tenant to Landlord (unless such
failure cannot reasonably be cured within Thirty (30) days and Landlord shall
have commenced to cure said failure within said Thirty (30) days and continues
diligently to pursue the curing of the same.) If Landlord shall be in default
under this Lease and if as a consequence of such default Tenant shall recover a
money judgment against Landlord such judgment shall be satisfied only out of the
right title ainteres of Landlord in the Building as the same may then

LEASE AGREEMENT - PAGE 7
TITAN RESOURCES, INC.

be encumbered and Landlord shall not be liable for any deficiency. In no event
shall Tenant have the right to levy execution against any property of Landlord
other than its interest in the Building as herein before expressly provided.

ARTICLE 14: NOTICES

All notices which Landlord or Tenant may be required or may desire to serve on
the other may be served as an alternative to personal service by mailing the
same by registered mail postage prepaid addressed as set forth in Item 2 of the
Basic Lease Provisions or addressed to such other address or addresses as either
Landlord or Tenant may from time to time designate to the other in writing.

ARTICLE 15: MISCELLANEOUS PROVISIONS

SECTION 1. ATTORNEYS' FEES. In the event of any legal action or proceeding
brought by either party against the other arising out of this Lease the
prevailing party shall be entitled to recover reasonably attorneys' fees and
costs incurred in such action and such amount shall be included in any judgment
rendered in such proceeding.

SECTION 2. WAIVER. No waiver by Landlord of any provision of this Lease or of
any breach by Tenant hereunder shall be deemed to be a wavier of any other
provision hereof or of any subsequent breach by Tenant of the same or any other
provision. Landlords consent to or approval of any act by Tenant requiring
Landlords consent or approval shall not be deemed to render unnecessary the
obtaining of Landlords consent to or approval of any subsequent act of Tenant.
No act or thing done by Landlord or Landlord's agents during the term of this
Lease shall be deemed an aof a surrender of the Premises, unless done in writing
signed by Landlord. The delivery of the keys to any employee or agent of
Landlord shall not operate as a termination of the Lease or a surrender of the
Premises. The acceptance of any Rent by Landlord following a breach of this
Lease by Tenant shall not constitute waiver by Landlord of such breach or any
other breach unless such waiver is expressly stated in writing signed by
Landlord.

SECTION 3. INSOLVENCY OR BANKRUPTCY. In no event shall this Lease be assigned
or assignable by operation of law and in no event shall this Lease be an asset
of Tenant in any receivership, bankruptcy, or insolvency, or reorganization
proceeding.

SECTION 4. CONFLICT OF LAW. This Lease shall be governed by and construed
pursuant to the laws of the State of Texas.

SECTION 5. COMMON FACILITIES; PARKING. Tenant shall have the non-exclusive
right, in common with others, to the use of common entrances, lobbies,
elevators, ramps, drives, stairs and similar access and service ways and other
common facilities in and adjacent to the Building, subject to such rules and
regulations as may be adopted by the Landlord.
Tenant shall have
such parking rights as are set forth in the Parking Agreement attached hereto as
"Exhibit F.

SECTION 6. SUCCESSORS AND ASSIGNS. Except as otherwise provided in this Lease,
all of the covenants, conditions and provisions of this Lease shall be binding
upon and shall inure to the benefit of the parties hereto and their respective
heirs, personal representatives, successors and assigns.

SECTION 7. BROKERS. Tenant warrants that it has had no dealings with any real
estate broker or agent iconnectio with the negotiation of this Lease, excepting
only the broker(s) named in Item 9 of the Basic Lease Pand that it knows of no
other real estate broker(s) or agent(s) who is (are) or might be entitled to a
commission in connection with this Lease. Landlord covenants and agrees to pay
all real estate commissions due in connection with this Lease to obroker(s)

SECTION 8. NAME. Tenant shall not, without the written consent of Landlord, use
the name of the Building for any purpose other than as the address of the
business to be conducted by Tenant in the premises, and in no event sTenan
acquire any rights in or to such names.

SECTION 9. EXAMINATION OF LEASE. Submission of this instrument for examination
or signature by Tenant does not constitute a reservation of or option for lease,
and it is not effective as a Lease or otherwise until execution by and delivery
to both Landlord and Tenant.

SECTION 10. INTEREST ON TENANTS OBLIGATIONS; LATE CHARGE. Any amount due from
Tenant to Landlord which is not paid when due shall bear interest at a rate
equal to the lesser of ten percent (10%) per annum or the highest lawful rate
from the date such payment is due until paid, but the payment of such interest
shall not excuse or cure the default.

SECTION 11. TIME. TIME IS OF THE ESSENCE IN THIS LEASE AND IN EACH AND ALL OF
THE PROVISIONS HEREOF.

SECTION 12. DEFINED TERMS AND MARGINAL HEADINGS. The words Landlord and Tenant
as used herein shall include the plural as well as singular. If more than one
person is named as Tenant, the obligations of such persons are joint and
several. The headings and titles to the articles of this Lease are not a part of
this Lease and shall have not effect upon the construction or interpretation of
any part hereof.

SECTION 13. CORPORATE AUTHORITY. If Tenant executes this Lease as a corporation
each of the persons executing this Lease on behalf of Tenant does hereby
personally covenant and warrant that Tenant is a duly authorized and existing
corporation that Tenant has and is qualified to do business in Texas that the
corporation has full right and ato eLeas and that each person signing on behalf
of the corporation was authorized to do so.

SECTION 14. RECORDING. This lease shall not be recorded however, Landlord shall
have the right to record a short form or memorandum thereof at Landlord's
expense at any time during the term hereof.

SECTION 15. ENTIRE AGREEMENT. This lease contains all of the agreements of the
parties hereto with respect to any matter covered or mentioned in this Lease and
no prior agreement understanding or representation pertaining to any such matter
shall be effective for any purpose. No provision of this Lease may be amended or
added to except by an agreement in writing signed by the parties hereto or their
respective successors in interest.

LEASE AGREEMENT - PAGE 8
TITAN RESOURCES, INC.

IN WITNESS WHEREOF, the parties hereto have executed this Lease consisting
of the foregoing provisions and Articles 1 through 15 together with Exhibits
specified on page 1 incorporated herein by this reference as of the date first
above written.

TENANT

WITNESS TITAN RESOURCES, INC.

/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇

Title: Chief Executive Officer

Date: 7-25-98

LANDLORD

AMERICAN NATIONAL INSURANCE COMPANY

WITNESS

/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇

Title: Assistant Vice-President

Date:_________________________

LEASE AGREEMENT - PAGE 9
TITAN RESOURCES, INC.

EXHIBIT A-1

FLOOR PLAN

[FLOOR PLAN DIAGRAM]

LEASE AGREEMENT - PAGE 10
TITAN RESOURCES, INC.

"EXHIBIT A2"
MARINA ONE OFFICE BUILDING

METES AND BOUNDS DESCRIPTION
OF A 3.124 ACRE TRACT OF LAND
OUT OF THE ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ TWO LEAGUE GRANT, ABSTRACT 18
GALVESTON COUNTY, TEXAS

Being 3.124 acres of land out of the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇
▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇; and being out of and a portion of that certain
Partial Replat of South Shore Harbour Subdivision, Section Two, as recorded in
Volume 18, Page 136 and 137 of the Map Records of Galveston County, Texas; said
3.124 acre tract of land being more particularly described by metes and bounds
as follows:

COMMENCING at a point for corner at the most Southerly corner of said Partial
Replat of Section Two and being in the Northerly right-of-way line of F.M. 2094
(80-foot right-of-way);

THENCE North 41(degree) 47' 20" West with the Westerly line of said Partial
Replat of Section Two, 1350.42 feet to a point for corner;

THENCE North 03(degree)12' 40" East, 108.85 feet to a point for corner and being
the PLACE OF BEGINNING for the tract herein described;

THENCE North 03(degree)12' 40" East, 485.00 feet to a point for corner;

THENCE South 86(degree)47' 20" East, 114.74 feet to a point for corner in the
centerline of a 100-foot wide Access Easement;

THENCE South 41(degree)47' 20" East with said centerline, 413.13 feet to a point
for corner;

THENCE South 48(degree)12' 40" West, 272.76 feet to a point for corner;

THENCE North 86(degree)47' 20" West, 213.99 feet to the PLACE OF BEGINNING;
containing 3.124 acres of land, mor less. (136,061 square feet).

"EXHIBIT B"
AREA DEFINITIONS

A. Net Usable Area. For all purposes of the Lease and the Agreement for
Construction ("Exhibit E") "Usabl Area" shall mean:

1. On a multi-tenant floor, the area encompassed by the inside surface of all
exterior walls of the office building, the corridor side of corridor walls
and the center line of walls separating the Premises from other lease or
leasable areas.

2. On a single-tenant floor, the area encompassed by the inside surface of all
exterior walls, less stairs, vertical shafts, air handling rooms, janitor
closets, and such other rooms not actually available for the tenant's use.
Toilet rooms, corridors, and elevator lobbies, serving such a floor shall
be included.

B. Net Rentable Area. For all purposes of the Lease, "Net Rentable Area" (NRA)
shall be the sum of:

1. Net Usable Area;

2. A prorated share of all common areas on the same floor as the Premises
(including elevator, lobby, corridors, rest rooms, mechanical and
electrical rooms, and telephone and janitor closets); and

3. A prorated share of other office building common areas (including e.g.
ground floor and basement entrance lobbies, tunnel, central mechanical
room, emergency generator room, engineer's office, shipping and receiving
room, fire department room and post office).

C. Agreement on Areas. Net Rentable and Net Usable Areas shown in the Basic
Lease Provisions have been calculated on the basis of the foregoing
definitions and are hereby agreed to be the stated areas regardless of
minor variations resulting from actual construction and completion of the
Premises for occupancy, so long as such wis done in accordance with the
terms and provisions in the Lease, the Agreement for Construction, the
approved Construction Plans.

LEASE AGREEMENT - PAGE 11
TITAN RESOURCES, INC.

"EXHIBIT C"
RULES AND REGULATIONS

The following standards shall be observed by Tenant for the mutual safety,
cleanliness and convenience of all occupants of the Building. These rules are
subject to change from time to time, as specified in the Lease.

1. Tenant shall not use the Premises or the Building to sell any items or
services at retail price or cost without written approval of Landlord.
Stenography, typewriting, blueprinting, duplicating services of any kind,
and similar businesses, shall not be conducted from or within the Premises
or Building for the service or accommodation of occupants of the Building
without written consent of the Landlord.

2. Sidewalks, halls, passageways and stairwells shall not be obstructed or
used by Tenant for a purpose other than ingress and egress to and from the
premises and Building.

3. Flammable, explosive or other hazardous liquids and materials shall not be
brought on the Premises oint the Building without prior written consent of
Landlord. All Christmas decorations shall be made of flame retardant
materials.

4. All contractors and technicians performing work for Tenant within the
Building shall be referred to Landlord for approval before performing such
work. All work, including, but not limited to, installation of telephone,
telegraph equipment, electrical and electronic devices and attachments, and
all installations affecting floors, walls, windows, doors, ceilings or any
other physical feature of the Building, shall not commence prior to written
approval by Landlord.

5. Tenant shall not conduct any auction on the Premises nor store goods, wares
or merchandise on the Premises, except for Tenant's own personal use.

6. Movement into or out of the Building of freight, furniture, office
equipment or other material for dispatch or receipt by Tenant which
requires the use of stairways or movement through public corridors or
lobbies or entrances to the Building shall be done at hours and in a manner
approved by Landlord for such purposes from time to time. only licensed,
commercial movers shall be used for the purpose of moving freight,
furniture or office equipment to and from the premises and Building. All
hand trucks shall be equipped with rubber tires and rubber side guards.

7. Requests by Tenant for building services, maintenance or repair shall be
made in writing to the office of the Building Manager.

8. Tenant shall not change locks or install additional locks on doors without
written consent of Landlord. Tenant shall not make or cause to be made
duplicates of keys procured from Landlord without prior approval of
Landlord.

9. Tenant shall give prompt notice to the office of the Building Manager of
any accidents to or defects in plumbing, electrical fixtures or heating and
cooling equipment. Liquids, or other materials or substances which will
cause injury to the plumbing, shall not be put into the lavatories, water
closets or other plumbing fixtures, by Tenant, its agent, employees or
invitees.

10. Tenant shall not place, install or operate on the Premises, or in any part
of the Building, any stoves or cooking equipment without prior written
approval by Landlord.

11. Large files, safes, electronic data processing equipment and other heavy
equipment shall not be moved into the Building or installed in the Premises
without written approval of Landlord.

12. Tenant shall not lay floor covering within the Premises without written
approval of Landlord. The use of cement or other similar adhesive materials
not easily removed with water is expressly prohibited.

13. Tenant shall place solid pads under all rolling chairs.

14. Tenant agrees to cooperate and assist Landlord in the prevention of
canvassing, soliciting, and peddling within the Building.

15. Nails, screws or picture hangers shall not be driven into the walls or wood
finish of the room without consent of Landlord. Animals or birds shall not
be kept in or about the Premises of the Building.

16. No sign, advertisement, notice or handbill shall be exhibited, distributed,
painted or affixed by Tenant on, about or from any part of the premises or
the Building without prior written consent of the Landlord.

17. Landlord reserves the right to enforce security provisions which would
restrict access to the Building after working hours of 7:00 a.m. to 7:00
p.m. on weekdays; 7:00 a.m. to 1:00 p.m. on Saturday, Sunday and Legal
Holidays.

It is Lessor's desire to maintain in the Building the highest standard of
dignity and good taste consistent with comfort and convenience for Lessees. Any
action on condition not meeting this high standard should be reported directly
to the Lessor.
Your cooperation will be mutually beneficial and sincerely appreciated. The
Lessor reserves the right to make such other and further reasonable rules and
regulations as in its judgment may from time to time be needful, for the safety,
care and cleanliness of the lease Premises, and for the preservation of good
order therein.

LEASE AGREEMENT - PAGE 12
TITAN RESOURCES, INC.

"EXHIBIT D"
BUILDING SERVICES AND CLEANING SPECIFICATIONS

ELECTRICAL AND UTILITY SERVICE

Heating, ventilating, and air-condition shall be provided during the hours of
8:00 a.m. to 6:00 p.m. on weekdays (except legal holidays), and from 9:00 a.m.
to 12:00 p.m. on Saturdays. Off-hours may be provided at a prearranged charge.
See Item 6.3 of the Basic Lease Provisions.

CLEANING AND MAINTENANCE

NIGHTLY SERVICES - OFFICES, PUBLIC AREAS

1. Empty waste receptacles, remove to designated location for removal.

2. Sweep synthetic flooring with chemically treated dry mop, giving complete
accessibility, and yet creating no dust and clean spillage.

3. Hand dust clean all office furniture, business machines, paneling and
window ▇▇▇▇▇. Spot clean desk tops to remove film, smudges and marking if
desks are left free of papers, machinery, etc.

4. Empty, wash, clean, and polish ash trays. Empty debris from sand urns,
smooth sand, and replace wnecessary

5. Wash, clean and disinfect dispensing area of water fountains and coolers.
Wash metal housing and shiny metal fixture units.

6. Wash main entrance door glass and side door glass to remove fingerprints
and smudges from windows apartitio glass.

7. Use lights only in areas being cleaned.

8. Vacuum carpet areas, spot clean spills and smudges caused during the day.

9. Sweep stairwells and dust handrails.

10. Police sidewalks at lobby entrance.

11. Spot clean walls and woodworks.

12. Clean elevator and tracts. Vacuum carpet.

13. Take main entrance mats, clean and return to proper location.

14. Wash, clean telephones and telephone receivers.

15. Spot mop tile floors as necessary.

NIGHTLY SERVICES - LAVATORIES

1. Clean and disinfect lavatory floors.

2. Polish mirrors, bright metal work and enameled surfaces.

3. Wash and disinfect all basin, bowls, and urinals.

4. Hand dust, clean, and disinfect all partitions, tops of tile ledges, and
towel, paper, and sanitary napkin dispensers.

5. Fill and clean toilet tissue, hand soap, and hand towel dispensers.

WEEKLY

1. Remove fingerprints, smudges, and scuff marks from vertical and horizontal
surfaces within reach. This includes doors, walls, glass partitions, window
▇▇▇▇▇, etc.

Anything herein above to the contrary notwithstanding, it is understood that no
services of the character provided for in this Exhibit shall be performed on
Saturdays, Sundays, or on Holidays.

LEASE AGREEMENT - PAGE 13
TITAN RESOURCES, INC.

"EXHIBIT E"
AGREEMENT FOR CONSTRUCTION
Page 1 of 3

AMERICAN NATIONAL INSURANCE COMPANY (Landlord) and TITAN RESOURCES, INC.
(Tenant) simultaneously with the execution of this LEASE AGREEMENT do herein
agree as follows. The Premises are described in the Lease.

LANDLORD AGREES TO GRANT TENANT AN IMPROVEMENT ALLOWANCE OF $4.00 PER RENTABLE
SQUARE FOOT ($19,244.00) FOR NEW PAINT, CARPET, AND THE REMOVAL OF ONE WALL. ANY
UNUSED PORTION OF THIS ALLOWANCE MAY BE APPLIED TO ROBLIGATION DUE UNDER THE
LEASE AGREEMENT.

As further inducement, each to the other, to enter into the Lease (which is
hereby incorporated by reference to the extent the provisions of this Agreement
apply thereto) and in consideration of the mutual covenants herein, Landlord and
Tenant mutually agree as follows:

1. a. The term "Building Standard," when applied to items of work or
material or collectively to the construction to be provided by
Landlord described in Paragraph 3 hereof, shall mean those components,
assemblies, installations, and/or methods of installation,
fabrication, or assembly which are from time to time designated by
Landlord for use throughout the Building for all similar purposes,
areas, functions, or processes.

b. "Building Standard Work" shall mean the provision of all labor,
materials, coordination, supervision, and planning services necessary
to install in the Premises those Lease Space Improvements described in
Paragraph 3 hereof, up to the quantities of such Improvements
specified in Paragraph 3.

c. "Above Standard Work" shall mean the provision of all labor,
materials, coordination, supervision, and planning services necessary
to install in the Premises, as required by Tenant's Construction Plans
(described in Paragraph 2 hereof), quantities of Building Standard
Lease Space Improvements in excess of those specified in Paragraph 3
hereof.

d. "Nonstandard Work" shall mean the provision of all labor, materials,
coordination, supervision, and planning services necessary to install
in the Premises, as required by Tenant's Construction Plans,
iassemblies or other improvements that are not Building Standard, or
to install Building Standard Items or materials in a manner that is
not Building Standard.

2. a. Landlord's designated space planner, at no cost to Tenant, will
prepare a Space Plan fPremise showing, regardless of the quantities of
such items, the location of all Building Standard partitions and
doors. Tenant will cooperate with Landlord's space planner, furnishing
all reasonable information and material concerning Tenant's
organization, staffing, growth expectations, physical facility needs,
equipment inventory, etc., necessary for the space planner to
efficiently and expeditiously arrive at an acceptable layout of the
Premises.

b. The Space Plan must be approved in writing by both Landlord and Tenant
on the Space Plan Approval Date (See Item 11; Basic Lease Provisions)
and preparation of the Construction Plan shall not commence prior to
such date. If, at any time after approval of the Space Plan, any
redrawing of either the Space Plan or the Construction Plans is
necessitated by Tenant's required changes, the expense of any such
redrawing will be charged to Tenant.

c. After Space Plan approval, Landlord's space planner and engineer, at
no cost to Tenant, will prepare Construction Plans for all Building
Standard Improvements including completed detail and finish drawings
for partitions, doors, reflected ceiling, telephone outlets,
electrical switches and outlets, and Building Standard heating
ventilation and air-conditioning equipment and controls.

d. Tenant shall be responsible for causing plans for any Nonstandard Work
to be prepared, at Tenant's expense, by arranging for such planning
with Landlord's space planner and/or engineer.

e. If Tenant shall arrange for interior design services, whether with
Landlord's space planner or any other planner or designer, it shall be
Tenant's responsibility to cause necessary coordination of its agents'
efforts with Landlord's agents to ensure that no delays are caused to
either the planning or construction of the rStandar or Above Standard
Work.

f. Prior to the commencement of construction, Landlord will furnish
Tenant a pricing for Above Standard Work. The pricing will show, the
item of work, the quantities of those Building Standard improvements
required by the Construction Plans that are either above or below
those specified in Paragraph 3 hereof. The charge to Tenant for
quantities below those allowed under Paragraph 3 will be Landlord's
current unit price for each item, times the number of excess units
plus a 10% markup for materials stocking and handling. Credits due
Tfor quantities below those allowed under Paragraph 3 will be
Landlord's current list unit price for each item, times the number of
units not required, less a 10% charge for materials stocking and
handling. Landlord and Tenant must approve the pricing for Above
Standard Work in writing. If the pricing shows a net Tenant cost,
Tenant shall remit to Landlord the net cost of Above Standard Work
within five working days of approval of the p If tpricin for Above
Standard Work shows a net Tenant credit, the credit shall first be
applied to the cost of Nonstandard Work required, if any. If Tenant's
net credit exceeds the cost of Nonstandard Work, the excess cwill be
applied to the first rental payment(s) due under the Lease.

g. At the same time Landlord furnishes Tenant the pricing for Above
Standard Work Landlord will fan estimate of the cost of Nonstandard
Work required, if any. Where possible, this estimate will bbase on
firm bids for the various items required. Items for which firm bids
are not available will be identified and estimates will be based on
the best information available to Landlord, i.e., verbal communication
with the various contractors required, Landlord's previous experience
in installing like items, quotes from suppliers, etc., the estimate
will include a reasonable contingency factor and Landlord's markup of
20% for supervision and coordination of Nonstandard Work. Landlord
will invoice Tenant for the exact cost of the work plus markup at
least ten working days before the scheduled completion of
construction; payment will be due upon Tenant's acceptance of the
Premises.

h. All sums due Landlord for Above Standard and/or Nonstandard Work shall
be considered Rent under the terms of the Lease; nonpayment shall
constitute default and entitle Landlord to any and all remedies
specified in the Lease.

LEASE AGREEMENT - PAGE 14
TITAN RESOURCES, INC.

AGREEMENT FOR CONSTRUCTION
Page 2 of 3

3. Landlord, at no cost to Tenant, will install in the Premises the Building
Standard Lease Space Improvements described in this paragraph, up to the
quantities of such Improvements specified below:

a. PARTITIONS For each 12 square feet of net rentable area leased,
Landlord will install one (1) linear foot oBuildin Standard partition.
For the purpose of determining Tenant's partitioning requirements and
allowances, each linear foot of corridor partitioning and demising
partitioning shall be counted as one-half (1/2) foot. No subtractions
will be made for door openings.

Building Standard interior partitions are ceiling height, 5/8" gypsum
board attached to both sides of 3 5/8" steel studs set 2' on-center.
Building Standard corridor partitions are 10' height, 5/8" gypsum
board attached to both sides o5/8 steel studs set 2' on-center, with 3
1/2" batt-type insulation for sound attenuation. Building Standard
demising partitions (between tenant space) are ceiling height 5/8"
gypsum battache to both sides of 3 5/8" steel studs set 2' on-center,
with 3 1/2" batt-type insulation for sound attenuation.

All partitions will be equipped at floor and ceiling lines with wood
molding. Building Standard partitions are straight walls forming 90
degree angles with all adjoining surfaces.

b. DOORS, FRAMES and HARDWARE

For each 300 square feet of net rentable area leased, Landlord will
provide one (1) full height, solid-core wood door. Interior doors will
be equipped with ball knobs, door stops, latch sets, and hinges.
Tenant's entrance door will be equipped with lever, lockset, hinges,
door stop, and closer. Tenant will be supplied two keys per lockset.

c. PAINTING

All interior wall surfaces will be textured, given one primer coat of
paint and one finish coat of flat antique eggshell white paint.

d. WALL COVERING (Common Areas Only)

Landlord will provide wood mill work, paneling and/or other finished
on all walls in corridors and elevator lobbies.

e. CEILING

Building Standard ceilings will be 2' x 4' lay-in acoustical tile, on
an exposed-spline ceiling grid.

f. LIGHTING

The Building Standard light fixture will be a 2' x 4,' three-tube,
40-watt, recessed lay-in, parabolic fixture, with return air troffer.
For every eight (80) square feet of net rentable area leased, Tenant
will be provided one fixture. One single pole light switch will be
provided in each room or area.

g. DUPLEX ELECTRICAL OUTLETS

For each 120 square feet of net rentable area leased, one 110 volt,
wall mounted duplex electrical outlet will be provided.

h. VINYL FLOOR COVERING

In uncarpeted areas of the leased space, 1/8" vinyl asbestos floor
covering will be provided.

i. CARPET (Tenant Area)

Building Standard carpeting will be provided in the leased space.
Tenant may select colors from the Building Standard selection;
however, only one color per lease space will be provided.

j. FLOOR COVERING (Common Areas)

Landlord will provide carpet, wood, marble or other floor coverings of
its choice in elevator lobbies, corridors and common areas.

k. DRAPERY

Landlord will provide Building Standard draperies for all exterior
windows. The use of window coverings is not permitted.

l. DRINKING FOUNTAIN

Landlord will provide one drinking fountain per floor.

m. HEATING, VENTILATION, and AIR-CONDITIONING

The building will be heated by electric resistance heaters in
air-mixing boxes and, at the perimeter, slot diffusers. Cooling will
be provided by a variable volume system. Ducting, supply grills and
thermostat controls will be provided in accordance with plans and
specifications by the Mechanical Engineer and/or MContractor

4. Notwithstanding the date of commencement provided in the Lease, it is
agreed that Tenant's oto pay Rent will begin when all Building Standard
construction work has been substantially completed. However, if substantial
completion has been delayed by:

a. Tenant's failure to furnish plans or information required;

b. Tenant's request for Nonstandard material, finishes, or installation;

c. Tenant's request for changes to approved plans, or

LEASE AGREEMENT - PAGE 15
TITAN RESOURCES, INC.

d. Actions of Tenant, or any person, firm, or corporation employed by
Tenant; then the Commencement Date of the Lease and Tenant's
obligation to pay Rent shall be the date of commencement specified in
the Lease (Item 7 - Basic Lease Provisions).

5. If Tenant should desire to enter the Premises or authorize its agent to do
so prior to the Commencement Date of the Lease, to perform approved work
not requested of the Landlord, Landlord shall permit such entry if:

a. Tenant, its contractors, workmen, mechanics, or such others as may
enter, do not in any way disturb Landlord's contractor, workmen,
mechanics, or other agents in the performance of their work. If, in
Landlord's reasonable judgment, entry of Tenant or any of its agents
would cause, has caused or is causing disturbance to Landlord or its
agents, then Landlord may, without notice, refuse admittance to Tenant
or its agents.

b. Tenant, its contractors or other agents provide Landlord sufficient
evidence that it (they) is (are) covered under such Workmen's
Compensation, public liability, and property damage insurance as
Landlord may reasonably request for its protection.

Landlord shall not be liable for any injury, loss or damage to any of
Tenant's installations or decorations made prior to the Commencement Date
of the Lease. Landlord is not responsible for the function and maintenance
of Nonstandard equipment, cabinets, or fixtures not installed by Landlord.

LEASE AGREEMENT - PAGE 16
TITAN RESOURCES, INC.

AGREEMENT FOR CONSTRUCTION
Page 3 of 3

6. LANDLORD'S REPRESENTATIVE FOR COORDINATION OF CONSTRUCTION WILL BE:

Name: ▇▇▇▇ ▇▇▇▇ - FALCON GROUP

Address: ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇

Phone: ▇▇▇-▇▇▇-▇▇▇▇

TENANT'S REPRESENTATIVE FOR COORDINATION OF CONSTRUCTION WILL BE:

Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇

Address: ▇▇▇▇ ▇▇▇▇ ▇▇ ▇ #▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇

Phone: ▇▇▇-▇▇▇-▇▇▇▇

LEASE AGREEMENT - PAGE 17
TITAN RESOURCES, INC.

AGREEMENT FOR CONSTRUCTION
EXHIBIT A
FLOOR PLAN

N/A

LEASE AGREEMENT - PAGE 18
TITAN RESOURCES, INC.

"EXHIBIT F"
PARKING AGREEMENT

BUILDING: MARINA ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇▇ ▇▇. ▇▇▇

LANDLORD: AMERICAN NATIONAL INSURANCE COMPANY

TENANT: TITAN RESOURCES, INC.

So long as the Lease of which this Agreement is a part shall remain in effect,
Tenant or persons designated by Tenant hereby rents on a non-exclusive basis
except as provided for herein up to * parking spaces on the "Premises" in areas
designated for parking and as classified herein. *Four (4) open and/or
covered/non-reserved car parks per 1,000 rentable square feet of Tenant's Leased
Premises.

Tenant shall pay as rent for parking spaces, at the same times and in the same
manner as Basic Rent is dunde the Lease; the rate for such parking spaces from
lime to time designated by Landlord as standard for the Building.

Tenant shall pay initially for parking space(s) rented the sum of $ -0- ** per
month.

Tenant may validate visitor parking, by such method or methods as Landlord or
the garage operator may approve, at the validation rate from time to time
generally applicable to visitor parking, Landlord expressly reserves trigh to
redesignate parking areas and to modify the parking structure for other uses or
to any extent.

A condition of any parking shall be compliance by the ▇▇▇▇▇▇ with garage rules
and regulations, including any sticker or other identification system
established by Landlord. The following rules and regulations are in effect until
notice is given to Tenant of any change, Landlord reserves the right to modify
and/or adopt such other reasonable and non- discriminatory rules and regulations
for the garage as it deems necessary for the operation of the gLandlor may
refuse to permit any person who violates the rules to park in the garage, and
any violation of the rules shall subject the car to removal.

RULES AND REGULATIONS

1. Cars must be parked entirely within the stall lines painted on the floor.

2. All directional signs and arrows must be observed.

3. The speed limit shall be 5 miles per hour.

4. Parking is prohibited:

a. in areas not striped for parking

b. in aisles

c. where "no parking" signs are posted

d. on ramps

e. in cross-hatched areas

f. in such other areas as may be designated by Landlord or Landlord's
agent(s).

5. Parking stickers or any other device or form of identification supplied by
Landlord shall remain the property of Landlord and shall not be
transferable. There will be a replacement charge payable by Tenant equal to
the amount posted from time to time by Landlord for loss of any magnetic
parking card, parking sticker, or any other entry or control device.

6. Garage managers or attendants are not authorized to make or allow any
exceptions to these Rules and Regulations.

7. Every ▇▇▇▇▇▇ is required to park and lock his own car. All responsibility
for damage to cars or persons or theft is assumed by the ▇▇▇▇▇▇.

Failure to promptly pay the rent required hereunder or persistent failure on the
part of Tenant or Tenant's designated parkers to observe the rules and
regulations above shall give Landlord the right to terminate Tenant's right to
use the parking structure. No such termination shall create any liability on
Landlord or be deemed to interfere with Tenant's right to quiet possession of
its Premises.

** PARKING CLASS - RATE STRUCTURE

Designation Class Type Rate/Month Allocation
----------- ----- ---- ---------- ----------
A Named - Dedicated Covered -$0- N/A
B Open - Reserved Covered -$0- N/A
C Open Open and/or -No Charge- 19
Covered/Non-
Reserved

LEASE AGREEMENT - PAGE 19
TITAN RESOURCES, INC.

"EXHIBIT G"
ACCEPTANCE OF PREMISES MEMORANDUM

This Memorandum is an amendment to the Lease for space in MARINA ONE OFFICE
BUILDING, dated the 1st, day of July, 1998, between AMERICAN NATIONAL INSURANCE
COMPANY as Landlord, and TITAN RESOURCES, INC., as Tenant.

Landlord and Tenant hereby agree that:

1. Except for those "punch list" items which Tenant will submit to Landlord
within 30 days hereof, and which Landlord will remedy within 30 days
thereafter, Landlord has fully completed the construction work required
under the terms of the Lease and the Agreement for Construction attached
thereto.

2. The Premises are tenantable, the Landlord has no further obligation for
construction (except as specified above), and Tenant acknowledges that both
the Building and the Premises are satisfactory in all respects.

3. The Commencement Date of the Lease is hereby agreed to be the 1st day of
August, 1998.

4. The Expiration Date of the Lease is hereby agreed to be the 31st day of
July, 2001.

All other terms and conditions of the Lease are hereby ratified and acknowledged
to be unchanged.

AGREED AND EXECUTED THIS 5th DAY OF AUGUST, 1998

TENANT: TITAN RESOURCES, INC.

BY: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇

TITLE: CFO

LANDLORD: AMERICAN NATIONAL INSURANCE COMPANY

BY: /s/ ▇▇▇▇▇ ▇▇▇▇▇

TITLE: ▇▇▇▇▇ ▇. ▇▇▇▇▇ / Assistant Vice President

LEASE AGREEMENT - PAGE 20
TITAN RESOURCES, INC.

"EXHIBIT "H"
SPECIAL PROVISIONS

1. Landlord and Tenant agree that Landlord will provide two (2) memberships to
the Fitness Center at South Shore Harbour for the duration of the base
lease term. This will be provided at no additional cost to Tenant.

2. Landlord and Tenant agree that Landlord will provide Tenant one (1) three
(3) year renewal oat the then prevailing Fair Market Rental Rate Value.

3. Landlord and Tenant agree that Tenant will provide a personal Unconditional
Guaranty for the obligations due during the first twelve (12) months of
this Lease Agreement (See Exhibit "J").

LEASE AGREEMENT - PAGE 21
TITAN RESOURCES, INC.

"EXHIBIT "I"
OPERATING EXPENSES

1. Notwithstanding the foregoing there shall be excluded from Operating
Expenses any costs or expenses attributable to:

a. Charges made by Landlord for electricity and other service sold to
tenants for which Landlord is entitled to be reimbursed by tenants as
an additional charge or rental over and above the Base Rental payable
under the leases with such tenants other than charges for such
services that are customarily included in Operating Expenses and
charged to all tenants on a proportionate basis.

b. Costs incurred to provide services or other benefits to other tenants
or occupants of a tnot provided or available to Tenant hereunder.

c. Costs incurred in improving, finishing out, renovating, decorating,
painting, or redecorating space for tenants or other occupants in the
complex or vacant space held for lease in the complex.

d. Depreciation.

e. Legal fees, leasing commissions, and costs and disbursements and other
expenses incurred in connection with the leasing of the building and
outside fees paid in connection with negotiations or disputes with
other tenants.

f. Repairs or other work occasioned by fire, windstorm or other casualty,
or by condemnation, the costs of which are reimbursed to Landlord by
insurers, or by governmental authorities in eminent domain.

g. Debt service, interest or other finance charges unless specifically
included above.

h. Costs of a capital nature (whether or not in the nature of alterations
or replacements) including but not limited to capital equipment and
capital tools, all in accordance with consistent with industry
practices, consistently applied unless such capital expense is lower
than monthly expenses.

i. Cost of acquisition of new land or buildings for the complex.

j. Costs of remedying original major construction defects.

k. The amount, if any, by which salaries, costs and other expenses are
included in the Operating Expenses that are paid or payable to (i) any
entity which is controlled by any partner of Landlord, (ii) any
principal of any partner of Landlord, or (iii) any partner of
Landlord, or (iv) in the case of salaries, any individual who is also
an employee of any partner of Landlord or any entity controlled by any
partner of Landlord or the principal or any partner of Landlord
exceeds the amount of the costs, salaries and expenses that would
bpayabl to parties other than the parties set forth above for similar
services for similar buildings.

LEASE AGREEMENT - PAGE 22
TITAN RESOURCES, INC.

"EXHIBIT "J"
UNCONDITIONAL GUARANTY

The undersigned, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, (herein called
"Guarantors"), for value received and in consideration for and as an inducement
to AMERICAN NATIONAL INSURANCE COMPANY, (herein called "Landlord") to make the
Lease Agreement to which this Unconditional Guaranty is attached, with TITAN
RESOURCES, INC. (herein called "Tenant") hereby absolutely and unconditionally
guarantee, for a period of twelve (12) months of the initial term, the full
performance and observance of all covenants, duties and obligations (including
but not limited to, the obligation to pay rent and other sums) therein provided
to be performed and observed by Tenant, Tenant's successors and permitted
assigns; and Guarantors hereby make themselves fully liable for such
performance. The Lease Agreement hereby guaranteed is that certain Lease
Agreement (together with any and all amendments thereto and extensions thereof)
dated the 1st day of Jby and between the above named Landlord and the Tenant, to
which reference is here made for all purposes. This Guaranty is unconditional
and the liability of Guarantor is absolute, in the same manner as if Guarantors
was nabbed in and signed such Lease Agreement as the Tenant thereunder.

Guarantors agree that bankruptcy, insolvency, lack of corporate capacity or any
other disability or impediment against enforcement of liability of the Tenant
named in the Lease Agreement shall in no way impair or affect Guarantors'
liability and obligations hereunder and it shall not be necessary or required in
order to maintain and enforce Guarantors' liabilities and obligations hereunder,
that demand be made upon Tenant or that action commenced or prosecuted against
sTenant or that any effort be made to enforce the liability or responsibility of
such Tenant or any other party liable on such Lease be joined in any action
brought against Guarantors for enforcement of Guarantors' liability and
responsibility under this guaranty, or that judgment have theretofore been
obtained against such Tenant or any other party liable therefore oconnectio with
any such claim.

Guarantors agree that no waiver by Landlord or forbearance or delay by Landlord
in asserting or enforcing any rights or remedies of Landlord against or with
respect to such Tenant or any other party who may be or become responsible for
performance of any of such Tenant's obligations or duties shall in any way
affect, impair or release Guarantors' liability hereunder. Likewise, Guarantors
agree that no assignment or subletting of the Lease or of all or any part of the
Leased Premises by such Tenant shall in any way impair, affect or release
Guarantors' liability hereunder. Guarantors expressly waives and agrees that no
notice of any default by Tenant, or other notice or demand, need be given by
Landlord to Guarantors as a condition of maintaining or enforcing Guarantors'
liability and obligations under this Guaranty. Likewise, Guarantors agree that
Landlord's release or subordination or failure or delay to enforce or seek to
realize upon any security now or hereafter held or acquired by Landlord for
performance of any of the obligations or duties of the Tenant under or in
connection with such Lease shall in no way, impair, affect or release
Guarantors' liability hereunder, aLandlord' action (at Landlord's election) in
terminating such Lease or in taking or retaking possession of the Leased
Premises as therein provided, following default by Tenant, shall not release or
impair Guarantors' liability hereunder, and that no notice of such termination
or of such entry or re-entry by Landlord need be given to Guarantors.

This Guaranty shall be enforceable and shall be performed in Galveston County,
Texas.

No sale, conveyance, transfer or other disposition of the Leased Premises by
Landlord shall affect, ior release Guarantors' liability hereunder.

Guarantors further agrees to indemnify and hold Landlord harmless from and
against any and all loss, costs, expense and damages (including, without, court
costs and attorney's fees incurred by Landlord) in the event of any default by
Tenant under said Lease.

Guarantors specifically waives any notice of acceptance of this Guaranty by
Landlord.

Guarantors further acknowledges and agrees that but for the execution and
delivery of this Guaranty by tGuarantors Landlord would not have executed and
delivered said Lease.

All terms and provisions hereof shall inure to the benefit of the successors and
assigns of Landlord, and shall be binding upon the successors and assigns of
Guarantors.

EXECUTED by Guarantors on this the ____ day of July, 1998.

GUARANTOR: ▇▇▇▇ ▇▇▇▇▇▇▇▇

BY: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇

GUARANTOR: ▇▇▇▇▇ ▇▇▇▇▇▇

BY: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇

GUARANTOR: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇

BY: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇

LEASE AGREEMENT - PAGE 23
TITAN RESOURCES, INC.

LEASE AGREEMENT BASIC LEASE PROVISIONS ITEM 1. DATE THIS LEASE AGREEMENT MADE AND ENTERED INTO: 1ST DAY OF JULY, 1998. (BETWEEN)

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