AGREEMENT OF SUBTENANT
THIS AGREEMENT OF SUBTENANT (this "Agreement") is entered into as of the 16 day of January, 1996,
and between UNUM Life Insurance Company of America, a Maine Corporation ("Landlord")and Preferred
Telecom, Inc. ("Subtenant"), a Delaware Corporation Inc., a Texas Corp. d/b/a Felts, Mullens & Fuos
WHEREAS, Landlord and Skeels, Mullens & Assoc., ("Tenant") have executed a Lease Agreement dated June
11, 1992* (the "Lease") whereby Landlord leased to Tenant and Tenant leased from Landlord certain space in
the office building known as N. Central Plaza I located at 12655 N. Central Expwy., Dallas, Texas (such space,
as more particularly described in the Lease, being the "Premises");
WHEREAS, pursuant to that certain Sublease Agreement dated January 11, 1996, (the "Sublease") by and
between Tenant and Subtenant, Tenant has agreed to sublease to Subtenant and Subtenant has agreed to
sublease from Tenant that portion of the Premises described on Exhibit A attached hereto and made a part hereof
("the Sublease Premises");
WHEREAS, pursuant to Section 11 of the Lease, Landlord has the right to consent to subtenants and to approve
the form of subleases.
WHEREAS, Landlord has agreed to consent to the Subtenant and the form of the Sublease on the condition that
Subtenant execute this Agreement;
NOW, THEREFORE, in consideration of Landlord's consent to the Subtenant and the Sublease, Subtenant
hereby agrees as follows:
1. Landlord shall not be bound by any term contained in the Sublease, except as expressly stated in paragraph 9
2. Landlord is not in privity of estate or contract with Subtenant.
3. Subtenant is not a third party beneficiary of the Lease or the Consent of Sublease Agreement dated January
16, 1996, by and between Landlord and Tenant.
4. Landlord and Landlord's agents have made no representations or warranties (express or implied) with respect
to the Sublease Premises.
*First Modification and Ratification of Lease Agreement dated January 21, 1993, Seco