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                                                                 EXHIBIT 10.20







                              COMMERCIAL LEASE AGREEMENT


                   JACKSON-SHAW/JETSTAR TRISTAR LIMITED PARTNERSHIP
                                       Landlord

                                          to

                                     CANMAX, INC.
                                        Tenant












COMMERCIAL LEASE AGREEMENT -Page 1
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<TABLE>
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                             TABLE OF CONTENTS

<S>                                                                         <C>
1.   LANDLORD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1

2.   TENANT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1

3.   LEASED PREMISES. . . . . . . . . . . . . . . . . . . . . . . . . . . .   1

4.   TERM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1

5.   BASE RENT AND SECURITY DEPOSIT . . . . . . . . . . . . . . . . . . . .   2

6.   ADDITIONAL RENTAL. . . . . . . . . . . . . . . . . . . . . . . . . . .   3

7.   TENANT REPAIRS AND MAINTENANCE . . . . . . . . . . . . . . . . . . . .   5

8.   LANDLORD'S REPAIRS . . . . . . . . . . . . . . . . . . . . . . . . . .   6

9.   UTILITY SERVICE. . . . . . . . . . . . . . . . . . . . . . . . . . . .   7

10.  SIGNS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7

11.  USAGE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7

12.  INSURANCE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7

13.  RELOCATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   8

14.  COMPLIANCE WITH LAWS, RULES AND REGULATIONS. . . . . . . . . . . . . .   8

15.  ASSIGNMENT AND SUBLETTING. . . . . . . . . . . . . . . . . . . . . . .   8

16.  ALTERATIONS AND IMPROVEMENTS . . . . . . . . . . . . . . . . . . . . .   9

17.  CONDEMNATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10

18.  FIRE AND CASUALTY. . . . . . . . . . . . . . . . . . . . . . . . . . .  11

19.  CASUALTY INSURANCE . . . . . . . . . . . . . . . . . . . . . . . . . .  11

20.  WAIVER OF SUBROGATION. . . . . . . . . . . . . . . . . . . . . . . . .  12

21.  HOLD HARMLESS. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12

22.  QUIET ENJOYMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . .  12

23.  LANDLORD'S RIGHT OF ENTRY. . . . . . . . . . . . . . . . . . . . . . .  12

24.  ASSIGNMENT OF LANDLORD'S INTEREST IN LEASE . . . . . . . . . . . . . .  12


COMMERCIAL LEASE AGREEMENT -Page 2
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25.  LANDLORD'S LIEN. . . . . . . . . . . . . . . . . . . . . . . . . . . .  13

26.  DEFAULT BY TENANT. . . . . . . . . . . . . . . . . . . . . . . . . . .  13

27.  REMEDIES FOR TENANT'S DEFAULT. . . . . . . . . . . . . . . . . . . . .  13

28.  TERMINATION OF OPTIONS . . . . . . . . . . . . . . . . . . . . . . . .  15

29.  WAIVER OF DEFAULT OR REMEDY. . . . . . . . . . . . . . . . . . . . . .  15

30.  CHOICE OF LAW; VENUE; ATTORNEY'S FEES. . . . . . . . . . . . . . . . .  15

31.  HOLDING OVER . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15

32.  RIGHTS OF MORTGAGEE. . . . . . . . . . . . . . . . . . . . . . . . . .  16

33.  ESTOPPEL CERTIFICATES. . . . . . . . . . . . . . . . . . . . . . . . .  16

34.  SUCCESSORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17

35.  REAL ESTATE COMMISSION . . . . . . . . . . . . . . . . . . . . . . . .  17

36.  DEFAULT BY LANDLORD. . . . . . . . . . . . . . . . . . . . . . . . . .  17

37.  MECHANIC'S LIENS . . . . . . . . . . . . . . . . . . . . . . . . . . .  17

38.  HAZARDOUS WASTE. . . . . . . . . . . . . . . . . . . . . . . . . . . .  17

39.  ENTIRE AGREEMENT AND LIMITATION OF WARRANTIES. . . . . . . . . . . . .  18

40.  FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . .  18

41.  FORCE MAJEURE. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19

42.  MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19

43.  NOTICE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20

44.  LIMITATION ON TENANT'S DAMAGES . . . . . . . . . . . . . . . . . . . .  21
</TABLE>


                              COMMERCIAL LEASE AGREEMENT

THIS LEASE AGREEMENT is entered into by and between:

1.   LANDLORD:     JACKSON-SHAW/JETSTAR TRISTAR LIMITED PARTNERSHIP

2.   TENANT:       CANMAX, INC.


COMMERCIAL LEASE AGREEMENT -Page 3
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3.  LEASED PREMISES:  In consideration of the rents, terms and covenants of this
Commercial Lease Agreement (this "Lease"), Landlord hereby leases to Tenant
certain premises (the "Leased Premises") consisting of approximately 13,163
square feet within the 28,000 square foot building (the "Building") located at
8100 Jetstar Dr., Suite_____  , Irving, Texas together with the non-exclusive
right to use, in common with other tenants, the common areas of the Project,
which are all areas neither exclusively leased to another tenant nor expressly
reserved to or by Landlord.  The land upon which the Building is located is
described in the attached Exhibit A and, together with the Building,
landscaping, parking and driveway areas, sidewalks, and other improvements
thereon, shall be referred to in this Lease as the "Project."  

4.   TERM:  

     (a)  The term of this Lease shall be 60 months commencing on March 1, 1999,
the "Commencement Date" and terminating on the last day of February in the fifth
(5th) year following the Commencement Date (the "Termination Date").  This
Commencement Date may be subject to change, however, pursuant to Paragraph 4(c)
below.

     (b)  Tenant acknowledges that it accepts the Leased Premises as suitable
for Tenant's purposes subject only to Paragraph 4(c) below, if applicable.  If
this Lease is executed before the Leased Premises become available for
occupancy, or if Landlord cannot acquire possession of the Leased Premises prior
to the Commencement Date stated above, Tenant agrees to accept possession of the
Leased Premises at such time as Landlord is able to tender the same, which date
shall then be the Commencement Date of the Lease term. 

     (c)  Landlord agrees to install at its cost and expense the improvements,
if any, described in the plans and specifications described in Exhibit B.  If
such improvements are not completed and the Leased Premises are not ready for
occupancy on the Commencement Date stated above, other than as a result of the
omission, delay or default by Tenant or anyone acting under or on behalf of
Tenant, the rent under this Lease shall not commence until substantial
completion of the work described in said plans and specifications, and the
Commencement Date of the Lease term shall be the date of such substantial
completion.  Landlord shall notify Tenant in writing as soon as such
improvements are substantially completed and ready for occupancy.  If Tenant
believes that such improvements have not been substantially completed as
aforesaid,  Tenant shall notify Landlord in writing of its objections within
three (3) days after receipt of the completion notice from Landlord.  Landlord
shall have a reasonable time after receipt of such notice (but in no event more
than 10 days) in which to commence such corrective action as may be necessary
and shall notify Tenant in writing as soon as it deems such corrective action
has been completed so that the Leased Premises are completed and ready for
occupancy.  In the event of any dispute as to substantial completion or work
performed or required to be performed by Landlord, the certificate of a
registered architect shall be conclusive and binding on all parties.

     (d)  Tenant acknowledges that no representations or promises regarding
construction, repairs, alterations, remodeling, or improvements to the Leased
Premises have been made by Landlord, its agents, employees, or other
representatives, unless such are expressly set forth in this Lease or any
Exhibit hereto.  Tenant is solely responsible for applying for and obtaining a
Certificate of Occupancy for the Leased Premises and will satisfy itself as to
the business park restrictions and all zoning and similar restrictions and
regulations prior to commencement of any construction.  Failure of Tenant to
provide written notice of such objections prior to commencement of construction
shall be deemed acceptance by Tenant.  Tenant agrees that if its occupancy of
the Leased Premises is delayed under the circumstances described in Paragraphs
4(b) and (c) above, this Lease shall nonetheless continue in full force and
effect.  Adjustment of the rent commencement date as above provided shall
constitute full settlement of all claims by Tenant against 


COMMERCIAL LEASE AGREEMENT -Page 4
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Landlord by reason of any such delay in possession of the Leased Premises. 
Tenant's taking possession of the Leased Premises shall conclusively 
establish that the improvements, if any, to be made by Landlord under the 
terms of this Lease have been completed in accordance with the plans and 
specifications therefor and that the Leased Premises are in good and 
satisfactory condition as of the date of Tenant's possession, unless Tenant 
notifies Landlord in writing specifying any bona fide deficiencies after 
taking possession. Landlord shall use reasonable diligence to repair promptly 
such items but Tenant shall have no claim for damages or rebate or abatement 
of rent by reason thereof.  In conjunction with, or at any time after, the 
Commencement Date, Tenant shall, upon demand, execute and deliver to Landlord 
an Estoppel letter (as referred to in paragraph 33 herein) to acknowledge the 
Commencement Date.  

5.   BASE RENT AND SECURITY DEPOSIT:

       (a)  Tenant agrees to pay to Landlord the following rental amounts
(sometimes referred to in this Lease as the "Base Rent" or "Base Rental"): 
MONTHS 1 THROUGH 60, $123,084.00 PER YEAR PAYABLE IN MONTHLY INSTALLMENTS OF 
$10,257.00 EACH.  Payment of rent is subject to proration for partial months and
to adjustment for early or delayed occupancy under the terms hereof, and, if the
area of the Leased Premises is, on the Commencement Date, different than the
area stated in Paragraph 3 above, then Base Rent shall be adjusted to reflect 
$9.35 per square foot. Upon the date Tenant executes the Lease Agreement the
first month's Base Rent shall be payable. All subsequent payments shall be made
to Landlord monthly, in advance, without demand, deduction or offset, in lawful
money of the United States of America at the address stated below.  All
installments of Base Rent shall be due and payable on or before the first (1st)
day of each month during the Lease term.

     (b)  Upon the date Tenant executes the Lease Agreement, there shall be due
and payable by Tenant a Security Deposit in the amount of $10,257.00.  Such
deposit shall be held by Landlord (without any obligation to pay interest
thereon or segregate such money from Landlord's general funds except as may be
required by applicable law) as security for the performance of Tenant's
obligations under this Lease.  Tenant agrees to increase such Security Deposit
from time to time so that it is at all times equal to one monthly Base Rental
installment plus the average monthly additional rentals arising pursuant to
Paragraph 6 below.  Tenant shall deposit cash with Landlord in an amount
sufficient so to increase the Security Deposit to such amount within five (5)
days after written demand by Landlord.  It is expressly understood that the
Security Deposit is not an advance payment of rental or a measure of Landlord's
damages in the event of Tenant's default under this Lease.  Upon the occurrence
of any event of default by Tenant under this Lease, Landlord may, from time to
time, without prejudice to any other remedy provided herein or provided by law,
use, apply, or retain all or part of the Security Deposit for the payment of (i)
any Base Rent, (ii) additional rentals arising under Paragraph 6 below, and
(iii) other sums due hereunder, including without limitation any amount which
Landlord may spend or become obligated to spend by reason of Tenant's default or
to compensate Landlord for any damage, injury, expense or liability caused to
Landlord by such default or breach (all of which items (i), (ii) and (iii) are
sometimes referred to in the aggregate as "Rent").  If any portion of the
Security Deposit is so used or applied, Tenant shall, within five (5) days after
written demand thereof, deposit cash with Landlord in an amount sufficient to
restore the Security Deposit to the amount required by this Paragraph.  Tenant's
failure to do so shall be an event of default under this Lease.  The balance of
the Security Deposit shal be returned by Landlord to Tenant at such time after
termination of this Lease that all of Tenant's obligations have been fulfilled.

     (c)  Other remedies for nonpayment of Rent notwithstanding, if the monthly
Base Rental payment is not received by Landlord on or before the tenth (10th)
day of the month for which such rent is due, or if any other Rent payment due
Landlord by Tenant hereunder is not received by Landlord within ten (10) days of
the due date, a service charge of two hundred ($200.00) dollars shall be
additionally due and payable by Tenant as an administrative charge for the
excess efforts necessitated by such tardiness in payment.  Such 


COMMERCIAL LEASE AGREEMENT -Page 5
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service charge shall be cumulative of any other remedies Landlord may have 
for nonpayment of Rent and other sums payable under this Lease.

     (d)  If three (3) consecutive monthly Base Rental payments or any ten (10)
[in total, cumulative from the beginning of the Lease term] monthly Base Rental
payments during the Lease term (or any renewal or extension thereof) are not
received by Landlord within ten (10) days of the due date, the Base Rent
hereunder shall automatically become due and payable by Tenant in advance in
quarterly installments equal to three (3) months' Base Rent each.  The first of
such quarterly Base Rent payments shall be due and payable on the first day of
the next succeeding month and on the first day of every third (3rd) month
thereafter.  This remedy shall be cumulative of any other remedies of Landlord
under this Lease for nonpayment of Rent.

6.   ADDITIONAL RENTAL:

     (a)  TAXES AND INSURANCE:

          (1)  "Tax and Insurance Costs" shall mean all of the following paid or
payable by Landlord with respect to the Project or any portion thereof: (i) all
federal, state and local sales, use, ad valorem, rental, value added, and other
taxes (other than Landlord's income or franchise taxes) and special assessments
and other governmental charges; and (ii) all insurance premiums, including,
without limitation, public liability, casualty, rental and property damage
insurance.

          (2)  Landlord shall pay all Tax and Insurance Costs; however, Landlord
may in its discretion defer such payment to the extent permitted by applicable
laws so long as contested by Landlord in good faith and so long as Tenant's
occupancy of the Premises is not lawfully disturbed.

          (3)  For each calendar year of the term of this Lease, Tenant shall
pay to Landlord as additional Rent hereunder its "pro rata portion" of the Tax
and Insurance Costs computed by multiplying the Tax and Insurance Costs by a
fraction, the numerator of which is the number of rentable square feet in the
Leased Premises, and the denominator of which is the number of rentable square
feet in the Building.

          (4)  Along with the Base Rent Tenant shall pay one-twelfth of its pro
rata portion of Tax and Insurance Costs as estimated from time to time by
Landlord, during the term of this Lease.  As soon as available after the
expiration of each calendar year during the term of this Lease, Landlord shall
submit a reconciliation statement to Tenant setting forth (i) Tenant's pro rata
portion of the Tax and Insurance Costs due from Tenant for the preceding
calendar year, (ii) the amount of Tax and Insurance Costs paid by Tenant during
such calendar year, and (iii) the amount, if any, either overpaid or remaining
due from Tenant to Landlord.  Within (10) days after receipt of such statement,
Tenant shall remit to Landlord the amount said statement shows to be due from
Tenant or, if Tenant has overpaid, Landlord shall credit the amount overpaid to
Tenant's pro rata portion of Tax and Insurance Costs next due.  If Tenant is not
in default and this Lease terminated at the end of such prior year, Landlord
shall refund such overpayment to Tenant.

          (5)  For the calendar years in which this Lease commences and
terminates, Tenant's liability for its pro rata portion of the Tax and Insurance
Costs for such partial calendar years shall be subject to pro rata adjustment
based upon the number of days of the term elapsing during such partial year. 
Where the applicable charges are not available prior to the end of the term
hereof, then the aforesaid adjustment shall be made between Landlord and Tenant
after Landlord shall have received the charges for such period, it being
specifically agreed that Landlord's and Tenant's obligations under this
Paragraph shall survive the expiration of the term of this Lease.


COMMERCIAL LEASE AGREEMENT -Page 6
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          (6)  The failure of Landlord to exercise its rights hereunder to
estimate Tax and Insurance Costs and require payment of same as additional Rent
shall not constitute a waiver of such rights which rights may be exercised from
time to time at Landlord's discretion.

     (b)  COMMON AREA MAINTENANCE:

          (1)  "Common Area Maintenance Expenses" shall mean any and all
expenses (other than the Tax and Insurance Costs described above) arising from
the maintenance, repair, replacement and operation of, and modifications and
improvements to comply with governmental mandate to, the Project's common areas
and any portions of the Project for which Landlord is responsible hereunder
(excluding only expenses associated with structural integrity of the roof,
foundation, and exterior walls) including, but not limited to, management fees,
utility expenses (if furnished by Landlord), wages and fringe benefits payable
to employees of Landlord whose duties are connected with the operation and
maintenance of the Project, amounts paid to contractors or subcontractors for
work or services performed in connection with the operation and maintenance of
the Project, including without limitation common areas and parking areas and
roof, exterior wall and foundation work that is not related to structural
integrity.  Any capitalized expenditures included within the foregoing (together
with reasonable finance charges) will be amortized for purposes of this
Paragraph over a three (3) year period.  

          (2)  The term "Common Area Maintenance Expenses" shall not include
repair, restoration or other work occasioned by fire, windstorm or other
casualty with respect to which Landlord actually receives insurance proceeds,
income and franchise taxes of Landlord, expenses incurred in leasing to or
procuring of tenants, leasing commissions, advertising expenses, expenses for
the renovating of space for new tenants, interest or principal payments or any
mortgage or other indebtedness of Landlord, compensation paid to any employee of
Landlord above the grade of building superintendent, or depreciation allowance
or expense.

          (3)  Tenant agrees to pay as additional Rent its pro rata portion (as
defined in Paragraph 6(a)(3) above) of the Common Area Maintenance Expenses.
Along with the Base Rent Tenant shall pay one-twelfth of its pro rata portion of
Common Area Maintenance Expenses as estimated from time to time by Landlord,
during the term of this Lease. As soon as available after the expiration of each
calendar year during the term of this Lease, Landlord shall submit a statement
to Tenant setting forth (i) Tenant's pro rata portion of the Common Area
Maintenance Expenses due from Tenant for the preceding calendar year, (ii) the
amount of Common Area Expenses paid by Tenant during such calendar year, and
(iii) the amount, if any, either overpaid or remaining due from Tenant to
Landlord.  Within ten (10) days after receipt of such statement, Tenant shall
remit to Landlord the amount said statement shows to be due from Tenant or, if
Tenant has overpaid, Landlord shall credit the amount overpaid to Tenant's pro
rata portion of Common Area Maintenance Expenses next due.  If Tenant is not in
default and this Lease terminated at the end of such prior year, Landlord shall
refund such overpayment to Tenant.

          (4)  For the calendar years in which this Lease commences and
terminates, Tenant's liability for its pro rata portion of the Common Area
Maintenance Expenses for such partial calendar years shall be subject to pro
rata adjustment based upon the number of days of the term elapsing during such
partial year.  Where the applicable expenses are not available prior to the end
of the term hereof, then the aforesaid adjustment shall be made between Landlord
and Tenant after Landlord shall have received all of the expenses for such
period, it being specifically agreed that Landlord's and Tenant's obligations
under this Paragraph shall survive the expiration of the term of this Lease.


COMMERCIAL LEASE AGREEMENT -Page 7
<PAGE>

          (5)  The failure of Landlord to exercise its rights hereunder to
estimate expenses and require payment of same as additional Rent shall not
constitute a waiver of such rights which rights may be exercised from time to
time at Landlord's discretion.

     (c)  In any event, Tenant shall be responsible for insuring and paying all
taxes upon Tenant's furniture, machinery, goods, supplies, fixtures, Alterations
(below defined) or other improvements, and other property on the Project.

7.   TENANT REPAIRS AND MAINTENANCE:

     (a)  Tenant shall maintain all parts of the Leased Premises and their
appurtenances (except those for which Landlord is expressly responsible under
this Lease) in good, clean and sanitary condition, at its own expense.  Tenant
shall promptly make all necessary repairs and replacements to the Leased
Premises, including but not limited to electric light lamps or tubes, windows,
glass and plate glass, interior and exterior doors, any special office entry,
interior walls and finish work, floors and floor coverings, downspouts, gutters,
heating and air conditioning systems, fire sprinkler systems, dock boards, truck
doors, dock bumpers, and plumbing work and fixtures.   Replacement and repair
parts, materials and equipment shall be of quality equivalent to those initially
installed within the Leased Premises, and repair and maintenance work shall be
done in a good and workmanlike manner and in accordance with existing laws,
rules, regulations and ordinances.  

     (b)  Tenant shall not damage or disturb the integrity, structural
integrity, or support of any wall, roof, or foundation of the Building.  Any
damage to these areas caused by Tenant or Tenant's Representatives (defined in
Paragraph 7(g)) shall be promptly repaired by Tenant at its sole cost and
expense.

     (c)  Landlord shall have the right to coordinate any repairs, maintenance
and replacement of any rail tracks serving or to serve the Project, and if
Tenant uses such rail tracks, Tenant shall reimburse Landlord from time to time
upon demand for a share of the cost of such repairs, maintenance and replacement
and any other sums specified in any agreement to which Landlord is a party
respecting such tracks.  Tenant's share of such costs shall be additional Rent
and shall reflect a proration based on the ratio that Tenant's use, in number of
cars, bears to the total rail use, in number of cars, by all rail users in the
Project.  

     (d)  Tenant shall, at its own cost and expense, enter into a regularly
scheduled preventive maintenance service contract with a maintenance contractor
for servicing all heating, ventilation and air conditioning systems and
equipment within, and any other equipment or machinery installed by Landlord in,
or to serve, the Leased Premises.  The maintenance contractor and the contract
are subject to Landlord approval which shall not be unreasonably withheld.  The
service contract must include all services suggested by the equipment
manufacturer within the operation/maintenance manual and must become effective
(and a copy delivered to Landlord) within thirty (30) days of the date Tenant
takes possession of the Leased Premises.  If Tenant fails to enter into such
service contract as required, Landlord shall have the right to do so on Tenant's
behalf, and Tenant agrees to pay Landlord the cost and expense of same upon
demand, and such amount shall be considered additional Rent.

     (e)  Tenant shall at its own expense keep the Leased Premises pest-free and
pay all charges for pest control and extermination within the Leased Premises.

     (f)  At the termination of this Lease, Tenant shall deliver the Leased
Premises "broom clean" to Landlord in the same good order and condition as
existed at the Commencement Date of this Lease, ordinary wear, natural
deterioration beyond the control of Tenant, and damage by fire, tornado or other


COMMERCIAL LEASE AGREEMENT -Page 8
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casualty excepted.  Tenant shall give written notice to Landlord at least thirty
(30) days prior to vacating the Leased Premises and shall arrange to meet with
Landlord for a joint inspection of the Leased Premises prior to vacating.  In
the event of Tenant's failure to give such notice or arrange such joint
inspection, Landlord's inspection at or after Tenant's vacating the Leased
Premises shall be conclusively deemed correct for purposes of determining
Tenant's responsibility for repairs and restoration.

     (g)  Not in limitation on the foregoing, it is expressly understood that
Tenant shall repair and pay for all damage caused by the negligence of Tenant,
Tenant's employees, officers, directors, partners, agents, invitees, licensees,
contractors, representatives, or others for whom Tenant is legally responsible
(all such persons and entities being herein collectively referred to as
"Tenant's Representatives") or caused by Tenant's default hereunder.  

     (h)  If Landlord shall give Tenant written notice of defects or need for
repairs for which Tenant is responsible under this Lease, and if Tenant shall
fail to make same within 30 days of Landlord's notification or such shorter time
as is reasonable if expedited repair is needed to avoid injury or damage,
Landlord shall have the option to cure said defect or repair, and Tenant shall
pay to Landlord all costs and expenses incurred on demand.

8.   LANDLORD'S REPAIRS:  

     (a)  Landlord shall be responsible, at its expense, for, but only for, the
structural integrity of the roof, foundation and exterior walls of the Building.
In further limitation on Landlord's responsibilities hereunder, (i) any repair
to the roof, foundation or exterior walls occasioned by the act of omission of
Tenant or Tenant's Representatives shall be the responsibility of Tenant; (ii)
the term "walls" as used in this Paragraph 8 shall not include windows, glass or
plate glass, interior doors, special store fronts, office entries or exterior
doors; and (iii) Landlord's liability with respect to any defects, repairs or
maintenance for which Landlord is responsible at its expense under this Lease
shall be limited to the cost of such repairs or maintenance or the curing of
such defect.  Tenant shall promptly give Landlord written notice of defects or
need for repairs, after which Landlord shall have 30 days to commence to repair
or cure such defect.  

     (b)  Landlord shall perform the work which gives rise to Common Area
Maintenance Expenses, subject to payment therefor by Tenant pursuant to the
provisions of Paragraph 6(b) above.  If the need for any such work shall come to
the attention of Tenant, Tenant will promptly so notify Landlord in writing.

9.   UTILITY SERVICE:  Tenant shall pay the cost of all utility services
including, but not limited to, initial connection charges and deposits and all
charges for gas, water, trash disposal, sewer, telephone or other
telecommunications, and electricity used on the Leased Premises.  Tenant shall
pay all costs caused by Tenant introducing excessive pollutants into the
sanitary or storm sewer system, including permits, fees, assessments, and
charges levied by any governmental subdivision for any pollutants or solids
other than ordinary human waste.  

10.  SIGNS:  No sign, door plaques, advertisement, or notice shall be displayed,
painted or affixed by Tenant on any part of the Project, Building, parking
facilities, or Leased Premises without prior written consent of Landlord.  The
color, size, character, style, material, placement and location and method of
attachment to the Building shall be subject to Landlord's approval, and to any
applicable governmental laws, ordinances, regulations, project specifications,
and other requirements. Signs, if approved by Landlord, shall be placed by a
contractor approved by Landlord and paid for by Tenant.  Tenant shall remove all
such signs at the termination of this Lease.  Such installations and removals
shall be made in such manner as to avoid injury or defacement of the Project and
other improvements, and Tenant, at its sole expense, shall repair any injury or
defacement, including, without limitation, any discoloration caused by 


COMMERCIAL LEASE AGREEMENT -Page 9
<PAGE>

such installation and/or removal.  Landlord may erect a sign or signs on the 
Leased Premises indicating that the Leased Premises are for lease during the 
six (6) month period prior to the expiration of this Lease.

11.  USAGE:  Tenant warrants and represents to Landlord that the Leased Premises
shall be used and occupied only for the purpose of general office and operations
software and phone card provider.  Any change in the stated usage purposes shall
be subject to the prior written approval of Landlord.  Tenant shall occupy the
Leased Premises, conduct its business, and control Tenant's Representatives in a
lawful and reputable way and as not to create any nuisance.  Tenant shall not
commit, or allow to be committed, any waste on the Leased Premises or the
Project.  Tenant may not use the Leased Premises for the use, storage, or
distribution of hazardous or environmentally offensive substances, for
underground storage, or for any unlawful purposes.

12.  INSURANCE:

     (a)  Tenant shall not permit the Leased Premises to be used in any way
which would be hazardous or which would in any way increase the cost of or
render void any insurance on the improvements, and Tenant shall immediately, on
demand, cease any use which violates the foregoing or to which Landlord's
insurer or any governmental or regulatory authority objects.  If at any time
during the term of this Lease Tenant's use or vacancy shall cause an increase in
premiums, and in particular, but without limitation, if the State Board of
Insurance or other insurance authority disallows any of Landlord's sprinkler
credits or imposes an additional penalty or surcharge in Landlord's insurance
premiums because of Tenant's original or subsequent placement or use of storage
racks or bins or method of storage or because of the nature of Tenant's
inventory or any other act of Tenant, Tenant agrees to pay as additional Rent
the increase in Landlord's insurance premiums.  

     (b)  Tenant, at its sole cost and expense, shall procure and maintain
throughout the term of this Lease a policy or policies of insurance insuring 
Landlord, Landlord's management company and lender, and Tenant against all
claims for property damages, personal injury or death of others occurring on or
in connection with: (i) the Leased Premises; (ii) the condition of the Leased
Premises; (iii) Tenant's operations in and maintenance and use of the Leased
Premises; (iv) Tenant's and Tenant's Representatives' use of the common areas of
the Project, and (v) Tenant's liability assumed under this Lease.  The limits of
such policy or policies shall be not less than $ 2,000,000.00 combined single
limit coverage per occurrence for injury to persons (including death) and/or
property damage or destruction, including loss of use.  

     (c)  All such policies shall be procured by Tenant from insurance companies
satisfactory to Landlord naming the following as co-insureds: (i) Landlord; (ii)
Landlord's management company, JACKSON-SHAW COMPANY; and, (iii) Landlord's
mortgage holder, if any.  Certified copies of such policies together with
receipt for payment of premiums, shall be delivered to Landlord prior to the
Commencement Date of this Lease.  Not less than fifteen (15) days prior to the
expiration date of any such policies, certified copies of renewal policies and
evidence of the payment of renewal premiums shall be delivered to Landlord.  All
such original and renewal policies shall provide for at least thirty (30) days
written notice to Landlord before such policy may be canceled or changed to
reduce insurance coverage provided thereby.  Upon request of Landlord, Tenant
further agrees to complete and return to Landlord an insurance questionnaire
(such form to be provided by Landlord) regarding Tenant's insurance coverage and
intended use of the Leased Premises.  Tenant warrants and represents that all
information contained in such questionnaire shall be true and correct as of the
date thereof and shall be updated by Tenant from time to time upon Landlord's
request.


COMMERCIAL LEASE AGREEMENT -Page 10
<PAGE>

13.   RELOCATION:  Prior to the commencement of the Tenant Improvements,
Landlord reserves the right to move Tenant to another location in the Building,
provided such new space will have as many windows if not more than the original
space.

14.  COMPLIANCE WITH LAWS, RULES AND REGULATIONS:  Tenant shall comply with all
applicable laws, ordinances, orders, rules and regulations of state, federal,
municipal, or other agencies or bodies relating to the use, condition and
occupancy of and business conducted on the Leased Premises, including without
limitation, the Americans with Disabilities Act, the Resource Conservation and
Recovery Act, the Comprehensive Environmental Response Act, and the rules,
regulations and directives of the U.S. Environmental Protection Agency.  

15.  ASSIGNMENT AND SUBLETTING:  The Tenant agrees not to assign, transfer, or
mortgage this Lease or any right or interest therein or sublet the Leased
Premises or any part thereof, without the prior written consent of Landlord.  No
assignment or subletting shall relieve Tenant of its obligations hereunder, and
Tenant shall continue to be liable as a principal (and not as a guarantor or
surety) to the same extent as though no assignment or subletting had been made. 
Consent by Landlord to any one assignment or subletting shall not be construed
to be consent to any additional assignment or subletting.  Each such successive
act shall require similar consent of Landlord.  Landlord shall be reimbursed by
Tenant for any costs or expenses incurred as a result of Tenant's request for
consent to any such assignment or subletting, including legal costs.  In the
event Tenant subleases the Leased Premises, or any portion thereof, or assigns
this Lease with the consent of the Landlord at an annual Base Rental exceeding
that stated herein, such excess shall be paid by Tenant to Landlord as
additional Rent hereunder within ten (10) days after receipt by Tenant.  Upon
the occurrence of an "event of default" as defined below, if all or any part of
the Leased Premises is then assigned or sublet, Landlord may, in addition to any
other remedies provided by this Lease or provided by law, collect directly from
the assignee or subtenant all rents due to Tenant.  Landlord shall have a
security interest in all property on the Leased Premises to secure payment of
such sums.  Any collection directly by Landlord from the assignee or subtenant
shall not be construed, however, to constitute a novation or a release of Tenant
from the further performance of its obligations under this Lease. 
Notwithstanding the foregoing, it is expressly agreed that if this Lease is
assigned to any person or entity pursuant to the provisions of the Bankruptcy
Code, 11 U.S.C. Sec. 101 et seq, as amended (the "Bankruptcy Code"), any and all
monies or other considerations payable or otherwiseto be delivered in connection
with such assignment shall be paid or delivered to Lessor, shall be and remain
the exclusive property of Landlord and shall not constitute property of Tenant
or of the estate of Tenant within the meaning of the Bankruptcy Code.  Any and
all monies or other considerations constituting Landlord's property under the
preceding sentence not paid or delivered to Landlord shall be held in trust for
the benefit of Landlord and be promptly paid or delivered to Landlord.  Any
person or entity to which this Lease is assigned pursuant to the provisions of
the Bankruptcy Code shall be deemed without further act or deed to have assumed
all of the obligations arising under this Lease on and after the date of such
assignment.  Any such assignee shall upon demand execute and deliver to Landlord
an instrument confirming such assumption.

16.  ALTERATIONS AND IMPROVEMENTS:

     (a)  Tenant shall not make or perform, or permit the making or performance
of, any initial or subsequent tenant finish work or any alterations,
installations, decorations, improvements, additions or other physical changes in
or about the Leased Premises that are structural in nature or exceed $2,500.00
in costs (referred to collectively as "Alterations") without Landlord's prior
consent. Landlord shall be under no obligation to allow Alterations of any kind
and may withhold its consent without cause.  Notwithstanding the foregoing
provisions or Landlord's consent to any Alterations, all Alterations shall be
made and performed in conformity with and subject to the following provisions: 
All Alterations shall be made and performed at Tenant's sole cost and expense in
a good and workmanlike manner.  Alterations shall be made 


COMMERCIAL LEASE AGREEMENT -Page 11
<PAGE>

only by contractors or mechanics approved by Landlord, such approval not to 
be unreasonably withheld. Tenant shall submit to Landlord detailed plans and 
specifications (including architectural layout, mechanical and structural 
drawings) for each proposed Alteration and shall not commence any such 
Alteration without first obtaining Landlord's written approval of such plans 
and specifications.  Prior to the commencement of each proposed Alteration, 
Tenant shall furnish to Landlord a certificate evidencing worker's 
compensation insurance coverage for all persons to be employed in connection 
with such Alterations, including those to be employed by all contractors and 
subcontractors, and of comprehensive public liability insurance (including 
property damage coverage) in which Landlord, its agents, and any lessor under 
any ground or underlying lease, and any mortgagee of the Building shall be 
named as parties insured, which policies shall be issued by companies and 
shall be in form and amounts satisfactory to Landlord and shall be maintained 
by Tenant until the completion of such Alteration.  Tenant shall cause its 
contractor and each subcontractor to provide Landlord with a Certificate of 
Completin of the Alterations and a Bills Paid Affidavit and full Lien Waiver. 
Tenant shall, if required by Landlord at the time of Landlord's consent to 
the Alterations, agree to restore the Leased Premises at the termination of 
this Lease to their condition prior to making such Alterations.  All permits, 
approvals and certificates required by all governmental authorities shall be 
timely obtained by Tenant and submitted to Landlord.  Notwithstanding 
Landlord's approval of plans and specifications for any Alterations, all 
Alterations shall be made and performed in full compliance with all 
applicable laws, orders, rules, standards and regulations of Federal, State, 
County, and Municipal authorities, including, without limitation, all 
directions, pursuant to law, of all public officers, and with all applicable 
rules, orders, regulations and requirements of the local Board of Fire 
Underwriters or any similar body ("Applicable Laws").  Landlord's approval 
shall not in any way be considered an indication that the plans and 
specifications comply with Applicable Laws.  All materials and equipment to 
be incorporated in the Leased Premises as a result of all Alterations shall 
be new and first quality.  No such materials or equipment shall be subject to 
any lien, encumbrance, chattel mortgage or title retention or security 
agreement.  Whether such Alterations are being performed by Tenant in 
connection with Tenant's initial occupancy of the Leased Premises or 
subsequently, Tenant agrees to make proper application for, and obtain, a 
Building Permit and a Certificate of Occupancy from the city in which the 
Leased Premises are located.  Tenant shall furnish copies of such permit and 
certificate to Landlord promptly after issuance of same.

     (b)  All appurtenances, fixtures, improvements, and other property attached
to or installed in the Leased Premises, whether by Landlord or Tenant or others,
and whether at Landlord's expense or Tenant's expense, or the joint expense of
Landlord and Tenant, shall be and remain the property of Landlord, except that
any such fixtures, improvements, additions, and other property which have been
installed at the sole expense of Tenant and which are removable without material
damage to the Leased Premises shall be and remain the property of Tenant.  If no
event of default has occurred, Tenant may, and if Landlord so elects Tenant
shall, remove any property belonging to Tenant at the end of the term hereof,
and Tenant shall repair or, at Landlord's option, shall pay to Landlord the cost
of repairing any damage arising from such removal.  Any replacements of any
property of Landlord, whether made at Tenant's expense or otherwise, shall be
and remain the property of Landlord.

17.   CONDEMNATION:

     (a)  If, during the term (or extension or renewal) of this Lease, all or a
substantial part of the Leased Premises are taken for any public or quasi-public
use under any governmental law, ordinance or regulation, or by right of eminent
domain or by private purchase in lieu thereof, and the taking would prevent or
materially interfere with the then current use of the Leased Premises, this
Lease shall terminate and the Rent shall be prorated during the unexpired
portion of this Lease effective on the date physical possession is taken by the
condemning authority.


COMMERCIAL LEASE AGREEMENT -Page 12
<PAGE>

     (b)  If a portion of the Leased Premises is taken and this Lease is not
terminated as provided in Paragraph 17(a) above, if condemnation proceeds are
sufficient and if restoration is feasible, Landlord may, at its option restore
the Project (other than Alterations) in order to make it reasonably tenantable
and suitable for Tenant's approved use.  During such restoration, Rent shall be
reduced by the amount of business or rent interruption insurance proceeds
actually received by Landlord.  Upon completion of such restoration, the Rent
payable under this Lease during the unexpired portion of the term shall be
adjusted to such an extent as may be fair and reasonable under the
circumstances.

     (c)  In the event of such taking or private purchase in lieu thereof,
Tenant may seek a separate award for any loss of improvements made or paid for
by Tenant, its personal property, and its moving expenses (so long as no such
claim diminishes Landlord's claim or award), but all other claims of any nature
shall belong to Landlord.  In the event Tenant does not receive such a separate
award, Landlord shall be entitled to receive any and all sums awarded for the
taking.

     (d)  Notwithstanding anything herein to the contrary, if the holder of any
indebtedness secured by a mortgage or deed of trust covering the Building and/or
Project requires that the condemnation proceeds be applied to such indebtedness,
then Landlord shall have the right to terminate this Lease by delivering written
notice of termination to Tenant within fifteen (15) days after such requirement
is imposed.  All rights and obligations under this Lease shall then cease. If
Landlord does not receive condemnation proceeds sufficient for restoration (such
as when its mortgagee does not allow the proceeds to be used for such purposes)
and if restoration is economically reasonably feasible, Tenant will have the
option of supplementing available proceeds to allow restoration, and Tenant's
actual costs will be reimbursed through a monthly prorata credit against rent
beginning after Landlord's mortgage has been paid in full.

18.  FIRE AND CASUALTY:

     (a)  If the Building should be damaged or destroyed by fire, tornado, or
other casualty, Tenant shall give immediate verbal and written notice thereof to
Landlord.

     (b)  If the Building should be totally destroyed by fire, tornado, or other
casualty, or if it should be so damaged thereby that rebuilding or repairs
cannot reasonably be completed within one hundred eighty (180) days after the
date on which Landlord is notified by Tenant of such damage, at the option of
either Landlord or Tenant, this Lease shall terminate, and the Rent shall be
abated during the unexpired portion of this Lease effective upon the date of
occurrence of such damage.

     (c)  If the Building should be damaged by any peril that will be wholly
compensated (subject to deductibles) by the insurance maintained by Landlord or
if Landlord, in its sole discretion, so chooses notwithstanding a deficiency in
such proceeds, and if rebuilding or repairs can reasonably be completed within
one hundred eighty (180) days after the date on which Landlord is notified by
Tenant of such damage, this Lease shall not terminate, and Landlord shall then
proceed with reasonable diligence to rebuild and repair the Building to
substantially the same condition in which it existed prior to such damage. 
Landlord shall not be required, however, to rebuild, repair, or replace Tenant's
furniture, fixtures, Alterations, inventory or other personal property. If the
Leased Premises are untenantable in whole or in part during restoration, the
Rent payable hereunder during the period in which they are untenantable shall be
reduced by the amount of business or rent interruption insurance proceeds
actually received by Landlord.  If Landlord should fail to complete such repairs
and rebuilding within one hundred eighty (180) days after the date on which
Landlord is notified by Tenant of such damage, Tenant may terminate this Lease
by delivering written notice of termination to Landlord.  Such termination shall
be Tenant's exclusive remedy and all rights and obligations of the parties under
the Lease shall then cease.  Notwithstanding the foregoing provisions of this
Paragraph 18(c), Tenant agrees that if the Leased Premises, the Building and/or
Project 


COMMERCIAL LEASE AGREEMENT -Page 13
<PAGE>

are damaged by fire or other casualty caused by the fault or negligence of 
Tenant or Tenant's Representatives, Tenant shall have no option to terminate 
this Lease even if the damage cannot be repaired within one hundred eighty 
(180) days, and the Rent shall not be abated or reduced before or during the 
repair period.

     (d)  Notwithstanding anything herein to the contrary, if the holder of any
indebtedness secured by a mortgage or deed of trust covering the Building and/or
Project requires that the insurance proceeds be applied to such indebtedness,
then Landlord shall have the right to terminate this Lease by delivering written
notice of termination to Tenant within fifteen (15) days after such requirement
is imposed.  All rights and obligations under this Lease shall then cease.  If
Landlord does not receive insurance proceeds sufficient for restoration (such as
when its mortgagee does not allow the proceeds to be used for such purposes) and
if restoration is economically reasonably feasible, Tenant will have the option
of supplementing available proceeds to allow restoration, and Tenant's actual
costs will be reimbursed through a monthly prorata credit against rent beginning
after Landlord's mortgage has been paid in full.

19.  CASUALTY INSURANCE:  Landlord shall at all times during the term of this
Lease maintain a policy or policies of business or rental interruption insurance
and a policy or policies of insurance insuring the Building against eighty
percent (80%) of full replacement cost for loss or damage by fire, explosion,
and other customary hazards.  Such policies will not insure any personal
property (including, but not limited to any furniture, machinery, goods, or
supplies) of Tenant or which Tenant may have in the Leased Premises or any
fixtures installed by or paid for by Tenant upon or within the Leased Premises
or any Alterations or other improvements which Tenant may construct or install
on the Leased Premises or any signs identifying Tenant's business located on the
exterior of the Building, insurance for all of which shall be Tenant's
responsibility.

20.  WAIVER OF SUBROGATION:  To the extent that Landlord or Tenant receives
casualty insurance proceeds, such recipient hereby waives and releases any and
all rights, claims, demands and causes of action such recipient may have against
the other on account of any loss or damage occasioned to such recipient or its
businesses, real and personal properties, the Leased Premises, the Building, the
Project, or its contents, arising from any risk or peril covered by any
insurance policy carried by either party and for which such proceeds are
actually received.  Inasmuch as the above mutual waivers will preclude the
assignment of any such claim by way of subrogation (or otherwise) to an
insurance company (or any other person), each party hereto agrees immediately to
give to its respective insurance companies written notice of the terms of such
mutual waivers and to have their respective insurance policies properly
endorsed, if necessary, to prevent the invalidation of such insurance coverages
by reason of such waivers.  This provision shall be cumulative of Paragraph 21
below.

21.  HOLD HARMLESS:  Landlord shall not be liable to Tenant, Tenant's
Representatives, or any other person for any injury to person or damage to
property on or about the Leased Premises or the Project caused by the negligence
or misconduct of Tenant, Tenant's Representatives, or any other persons entering
upon the Leased Premises or the Project.  Tenant agrees to indemnify and hold
Landlord harmless from any and all loss, attorney's fees, expenses, or claims
arising out of any such damage, loss or injury.  Tenant shall not be liable to
Landlord, Landlord's employees, agents, invitees, licensees or visitors for any
injury to person or damage to property on or about the Leased Premises or the
Project caused by the negligence or misconduct of Landlord, its agents,
employees, agents, invitees, licensees or visitors.  Landlord agrees to
indemnify and hold Tenant harmless from any and all loss, attorney's fees,
expenses, or claims arising out of any such damage, loss or injury.

22.  QUIET ENJOYMENT:  Landlord warrants that it has full right to execute and
to perform this Lease and to grant the estate demised herein and that Tenant,
upon payment of the required Rent and performance 


COMMERCIAL LEASE AGREEMENT -Page 14
<PAGE>

of the covenants and agreements contained in this Lease, shall peaceably and 
quietly have, hold, and enjoy the Leased Premises during the full term of 
this Lease, including any extensions or renewals thereof.

23.  LANDLORD'S RIGHT OF ENTRY: Landlord shall have the right to enter the
Leased Premises for the following reasons:  inspection, cleaning or making
repairs, making such alterations or additions as Landlord may deem necessary or
desirable; installation of utility lines servicing the Leased Premises or any
other space in the Building; determining Tenant's use of the Leased Premises, or
for determining if any event of default under this Lease has occurred.  Landlord
shall attempt to give twenty-four (24) hours verbal notice to Tenant prior to
such entry, except in cases of emergency or when an event of default has
occurred in which cases Landlord may enter the Leased Premises at any time and
without prior notice.  During the period that is six (6) months prior to the end
of the Lease term, Landlord and Landlord's agents and representatives shall have
the right to enter the Leased Premises at any reasonable time during business
hours, without notice, for the purpose of showing the Leased Premises and shall
have the right to erect on the Leased Premises a suitable sign indicating the
Leased Premises are available for lease.  

24.  ASSIGNMENT OF LANDLORD'S INTEREST IN LEASE: Landlord shall have the right
to transfer and assign, in whole or in part, its rights and obligations with
respect to the Project, the Leased Premises, and this Lease, including Tenant's
Security Deposit.  Upon and after such transfer, Landlord shall be released from
any further obligation under this Lease and Tenant agrees to look solely to
Landlord's successor for the performance of such obligations.

25.  LANDLORD'S LIEN:  In addition to any statutory lien for Rent in Landlord's
favor, Landlord shall have, and Tenant hereby grants to Landlord, a continuing
security interest for all Rent and other sums of money becoming due under this
Lease from Tenant upon all goods, wares, equipment, fixtures, furniture,
inventory, accounts, contract rights, and other personal property of Tenant
situated on or arising from the Leased Premises.  Such property shall not be
removed without the consent of Landlord which consent may be withheld by
Landlord until all of Tenant's duties and obligations have been performed in
full.  In the event of a default under this Lease, Landlord shall have, in
addition to any other remedies provided in this Lease or by law, all rights and
remedies under the Texas Uniform Commercial Code, including without limitation
the right to sell the property described in this Paragraph at public or private
sale upon five (5) days notice to Tenant.  Tenant hereby agrees to execute such
financing statements and other instruments necessary or desirable in Landlord's
discretion to perfect the security interest hereby created.  

26.  DEFAULT BY TENANT:  The following shall be events of default by Tenant
under this Lease:

     (a)  Tenant's failure to pay, within ten (10) days after it is due, any
installment of Rent or other payment required pursuant to this Lease;

     (b)  Tenant's abandonment or vacation of any part of the Leased Premises,
whether or not Tenant is in default of the Rent payments due under this Lease;

     (c)  Tenant's failure to comply with any term, provision or covenant of
this Lease, other than the defaults listed in the other subparagraphs of this
Paragraph 26, and the failure is not cured within ten (10) days after written
notice thereof to Tenant;

     (d)  Tenant's filing of a petition or adjudication as a debtor or bankrupt
insolvent under the Bankruptcy Code or any similar law or statute of the United
States or any state; or appointment of a receiver or trustee for all or
substantially all of the assets of Tenant; or Tenant's transfer in fraud of
creditors or assignment for the benefit of creditors of all or substantially all
of Tenant's assets;


COMMERCIAL LEASE AGREEMENT -Page 15
<PAGE>

     (e)  Tenant doing or permitting to be done any act which results in a lien
being filed against the Leased Premises and the same is not removed within sixty
(60) days after Landlord's notice thereof to Tenant.

27.  REMEDIES FOR TENANT'S DEFAULT: Upon the occurrence of any event of
default, Landlord shall have the option to pursue any one or more of the
following remedies without any prior notice or demand:

     (a)  Landlord may terminate this Lease, in which event Tenant shall
immediately surrender the Leased Premises to Landlord, and if Tenant fails to do
so, Landlord may, without prejudice to any other remedy which it may have, enter
upon and take possession of the Leased Premises, and expel or remove Tenant and
any other person who may be occupying all or any part of the Leased Premises. 
Landlord shall not be liable for prosecution or any claim for damages as a
result of such actions.  Tenant agrees to pay on demand the amount of all
losses, costs, expenses, deficiencies, and damages, including, without
limitation, reasonable reconfiguration expenses, rental concessions and other
inducements to new tenants, advertising expenses and broker's commissions, which
Landlord may incur or suffer by reason of Tenant's default or the termination of
this Lease under this subparagraph, whether through inability to rent the Leased
Premises on satisfactory terms or otherwise.  Tenant acknowledges that its
obligation to pay Base Rent and all additional Rent hereunder is not only
compensation for use of the Leased Premises but also compensation for sums
already expended and/or being expended by Landlord with respect to its
obligations hereunder and with respect to the Leased Premises, and Tenant
acknowledges that Tenant's default in timely payment of all sums due hereunder
shall constitute significant financial loss to Landlord.  Tenant further
acknowledges that any failure to pay any sum due hereunder shall evidence
Tenant's inability to meet its debts as they become due.  In such event, in
addition to Landlord's other remedies hereunder, Landlord shall be entitled to
accelerate all Base Rental remaining unpaid hereunder, the entirety of which
shall at the option of Landlord be immediately due and payable to the extent
allowed by law.

     (b)  Without termination of this Lease, Landlord may enter upon and take
possession of the Leased Premises and expel or remove Tenant and any other
person who may be occupying all or any part of the Leased Premises (without
being liable for prosecution or any claim for damages therefor) and relet the
Leased Premises on behalf of Tenant and receive directly the rent from the
reletting.  Tenant agrees to pay Landlord on demand any deficiency that may
arise by reason of any reletting of the Leased Premises and to reimburse
Landlord on demand for any losses, costs, and expenses, including without
limitation, reconfiguration expenses, rental concessions and other inducements
to new tenants, advertising costs or broker's commissions, which Landlord may
incur or suffer as a result of Tenant's default or in reletting the Leased
Premises.  In the event Landlord is successful in reletting the Leased Premises
at a rental in excess of that agreed to be paid by Tenant pursuant to this
Lease, Tenant agrees that Tenant shall not be entitled, under any circumstances,
to such excess rental, and Tenant does hereby specifically waive any claim to
such excess rental.

     (c)  Without terminating this Lease, Landlord may enter upon the Leased
Premises (without being liable for prosecution or any claim for damages
therefor) and do whatever Tenant is obligated to do under the terms of this
Lease.  Tenant agrees to reimburse Landlord on demand for any losses, costs and
expenses which Landlord may incur in effecting compliance with Tenant's
obligations under this Lease.  Tenant further agrees that Landlord shall not be
liable for any damages resulting to Tenant from effecting compliance with
Tenant's obligations under this subparagraph, whether caused by the negligence
of Landlord or otherwise.

     (d)  With respect to Landlord's entry upon the Leased Premises under the
provisions of subparagraphs (a), (b), and (c) above, no restriction of, or
obligation imposed upon Landlord by, Texas 


COMMERCIAL LEASE AGREEMENT -Page 16
<PAGE>

Property Code Section 93.002 shall apply, such Section being superseded 
hereby.  In particular, but without limitation, Landlord will have no duty or 
responsibility to Tenant to tender a key in the event of a change of locks, 
and Tenant will have no further right of possession except as otherwise 
expressly agreed by Landlord in writing.

     (e)  Landlord may pursue any remedy provided at law or in equity.

     (f)  Landlord shall have no duty to relet the Premises, and the failure of
Landlord to do so shall not release or affect Tenant's liability for Rent and
other charges due hereunder or for damages.

     (g)  No re-entry or reletting of the Premises or any filing or service of
an unlawful detainer action or similar action shall be construed as an election
by Landlord to terminate this Lease unless a written notice of such intention is
given by Landlord to Tenant.  Notwithstanding any such reletting without
termination, Landlord may at any time thereafter elect to terminate this Lease
and Tenant's right to possession hereunder.

     (h)  To the extent allowed by law, Tenant hereby waives the protections and
rights provided by Texas Property Code Section 93.002.

28.  TERMINATION OF OPTIONS: If there exist any options or special rights which
Landlord may have granted Tenant under this Lease including, but not limited to,
options or rights regarding extensions of the term, expansion of the Leased
Premises, or acquisition of any other interest in the Leased Premises, the
Building, or the Project, then all such options and rights are independent of
the leasehold estate hereby granted to Tenant by Landlord.  Landlord and Tenant
agree and acknowledge that the negotiated consideration for any such options or
special rights is Tenant's entry into this Lease and that no portion of any sums
due and payable by Tenant to Landlord hereunder is attributable thereto.  In
addition to, and not in lieu of, the above remedies of Landlord for Tenant's
default, any and all such options or special rights shall be automatically
terminated upon the occurrence of the following events:

     (a)  Tenant shall have failed to pay when due any installment of Rent or
other sums payable under this Lease for any three (3) consecutive months during
the Lease term or any renewal or extension thereof, or for any ten (10) months
during the Lease term or any renewal or extension thereof, whether or not said
defaults are cured by Tenant; or

     (b)  Tenant shall have received two (2) or more notices of default under
Paragraph 26(c) within any one calendar year with respect to any other covenant
of this Lease, whether or not such default(s) is/are cured; or

     (c)  Tenant shall have committed or suffered to exist any other event of
default described under Paragraph 26 above, whether or not such default is cured
by Tenant.

29.  WAIVER OF DEFAULT OR REMEDY: Failure of Landlord to declare a default
immediately upon its occurrence, or delay in taking any action in connection
with an event of default, shall not be a waiver of the default.  Landlord shall
have the right to declare the default at any time and take such action as its
lawful or authorized under this Lease.  Pursuit of any one or more of the
remedies set forth in Paragraphs 27 or 28 above shall not preclude pursuit of
any one or more of the other remedies provided therein or elsewhere in this
Lease or as provided by law, nor shall pursuit of any remedy be a forfeiture or
waiver of any Rent or damages accruing to Landlord by reason of the violation of
any of the terms of this Lease.  Failure by Landlord to enforce one or more of
its remedies upon an event of default shall not be construed as a waiver of the
default or of any other violation or breach of any of the terms contained in
this Lease.


COMMERCIAL LEASE AGREEMENT -Page 17
<PAGE>

30.  CHOICE OF LAW; VENUE; ATTORNEY'S FEES: It is specifically stipulated that
this Lease shall be interpreted and construed according to the laws of the State
in which the Leased Premises are located, and any suit brought on this Lease
shall be maintained in the county in which the Leased Premises are located. 
Further, the prevailing party in any such litigation between the parties shall
be entitled to recover, as a part of its judgment, reasonable attorney's fees
and costs and expenses incurred therein.

31.  HOLDING OVER: Tenant will, at the termination of this Lease by lapse of
time or otherwise, surrender immediate possession to Landlord.  If Landlord
agrees in writing that Tenant may hold over after the expiration or termination
of this Lease and if the parties do not otherwise agree, the hold over tenancy
shall be subject to termination by Landlord at any time upon not less than five
(5) days advance written notice, or by Tenant at any time upon not less than
thirty (30) days advance written notice.  Further, all of the terms and
provisions of this Lease shall be applicable during the hold over period, except
that Tenant shall pay Landlord from time to time upon demand, as Base Rent for
the period of any hold over, an amount equal to one and one-half times (1-1/2)
the Base Rent in effect on the date of termination, computed on a daily basis
for each day of the hold over period, plus all additional Rent and other sums
due hereunder.  If Tenant shall fail immediately to surrender possession of the
Leased Premises to Landlord upon termination of this Lease, by lapse of time or
otherwise, and Landlord has not agreed to such continued possession, as above
provided, then, until Landlord can dispossess Tenant under the terms hereof or
otherwise, Tenant shall pay Landlord from time to time upon demand, as Base Rent
for the period of any such hold over, an amount equal to twice the Base Rent in
effect on the date of termination, computed on a daily basis for each day of the
hold over period, plus all additional Rent and other sums due hereunder.  No
holding over by Tenant, whether with or without consent of Landlord, shall
operate to extend this Lease except as otherwise expressly agreed by the
parties.  The preceding provisions of this Paragraph shall not be construed as
Landlord's consent for Tenant to hold over.

32.  RIGHTS OF MORTGAGEE: Tenant accepts this Lease subject and subordinate to
any recorded mortgage, deed of trust or other lien (a "Mortgage") presently
existing or hereafter to exist with respect to the Leased Premises.  Further,
but without limiting the preceding sentence, Landlord is hereby irrevocably
vested with full power and authority to subordinate and/or to evidence such
subordination of Tenant's interest under this Lease to any Mortgage hereafter
placed on the Leased Premises, and Tenant agrees upon demand to execute such
additional instruments subordinating this Lease, and further defining the terms
of such subordination, as well as the attornment discussed below, as Landlord or
the holder of any such Mortgage, may require.  Tenant agrees to provide to the
holder of any such Mortgage, whose name and address have been provided to Tenant
(a "Mortgagee"), a copy of each notice to Landlord which alleges any act,
omission, or condition that might constitute a default by Landlord hereunder and
Mortgagee, in its sole discretion, shall have all rights of Landlord hereunder
to cure any such default.  If the interests of Landlord under this Lease shall
be transferred by reason of foreclosure or other proceedings for enforcement of
any Mortgage on the Leased Premises, at the election of the transferee
(sometimes called the "Purchaser") Tenant shall be bound to the Purchaser under
the terms and conditions of this Lease for the balance of the remaining Lease
term, including any extensions or renewals, with the same force and effect as if
the Purchaser were Landlord under this Lease; provided, however, that such
Purchaser shall not be liable or bound to Tenant (i) for any act or omission of
any prior landlord, (ii) for any offsets or defenses which Tenant might have
against any prior landlord, (iii) for or by any Rent which Tenant might have
paid for more than the current month, (iv) by any amendment or modification of,
or consensual termination agreement with respect to, the Lease made without the
Mortgagee's consent, (v) for any Securiy Deposit given by Tenant to a prior
landlord unless such deposit is actually received by such Purchaser, (vi) for
any repairs or replacements required by this Lease arising prior to the date
Purchaser takes possession of the Leased Premises, or (vii) for any moving,
relocation or refurbishment allowance or any construction of or payment or
allowance for tenant improvements to the Leased Premises or any part thereof for
the benefit of Tenant except as set forth in this Lease.  Tenant further agrees
at the election of the Purchaser to attorn to 


COMMERCIAL LEASE AGREEMENT -Page 18
<PAGE>

the Purchaser, including the Mortgagee if it be the Purchaser, as its 
Landlord.  Such attornment shall be effective without the execution of any 
further instruments upon the Purchaser's succeeding to the interest of 
Landlord under this Lease.  The respective rights and obligations of Tenant 
and the Purchaser upon the attornment, to the extent of the then remaining 
balance of the term of this Lease and any extensions and renewals, shall be 
and are the same as those set forth in this Lease, but Tenant agrees upon 
demand to execute such additional instruments defining the terms of such 
attornment as Landlord or the Purchaser may require.  Each such Mortgagee and 
each such Purchaser shall be a third-party beneficiary of the provisions of 
this Paragraph.

33.  ESTOPPEL CERTIFICATES: Tenant agrees to furnish on the Commencement Date
of this Lease and from time to time within ten (10) days of request by Landlord
or Landlord's mortgagee, a statement certifying that the Tenant is in possession
of the Leased Premises; the Leased Premises are acceptable; this Lease is in
full force and effect; this Lease is unmodified; Tenant claims no present
charge, lien, or claim of offset against Rent; the Rent is paid for the current
month but is not paid and will not be paid for more than one month in advance
(except estimated additional Rent under Paragraph 6); there is no existing
default under this Lease; and such other matters as may be reasonably required
by Landlord or Landlord's mortgagee.

34.  SUCCESSORS: This Lease shall be binding upon and inure to the benefit of
Landlord and Tenant and their respective heirs, personal representatives,
successors and assigns.  It is hereby covenanted and agreed that should
Landlord's interest in the Leased Premises cease to exist for any reason during
the term of the Lease, then notwithstanding the happening of such event, at the
election of Landlord's successor herein, this Lease shall nevertheless remain
unimpaired and in full force and effect and Tenant hereunder agrees to attorn to
the then owner of the Leased Premises.

35.  REAL ESTATE COMMISSION: Tenant represents and warrants that is has dealt
with no other broker, agent, or other person in connection with this transaction
other than Grubb & Ellis, and that no other broker, agent, or other person
brought about this transaction.  Landlord and Tenant each agree to indemnify and
hold the other harmless from and against any claims by any other broker, agent,
or other person claiming a commission or other form of compensation by virtue of
having dealt with Tenant or Landlord respectively with regard to this
transaction.  The provisions of this Paragraph shall survive the termination of
this Lease.  

36.  DEFAULT BY LANDLORD: Landlord shall not be in default, and Tenant shall
have no right to any remedy at law or in equity, unless the act, omission, or
condition allegedly giving rise to such default shall have continued uncured or
unabated for a period of thirty (30) days following written notice to Landlord
(with a copy to any Mortgagee as provided in Paragraph 32 above) or, if such
cure or abatement cannot be accomplished within said 30-day period, then, so
long as Landlord or Mortgagee has commenced such cure or abatement within such
30-day period and diligently pursues same, such period shall be extended a
reasonable time to allow completion of the cure or abatement.

37.  MECHANIC'S LIENS: Tenant shall have no authority, express or implied, to
create or place any lien or encumbrance of any kind or nature whatsoever upon,
or in any manner to bind, the interest of Landlord in the Leased Premises or the
Project or to charge the Rent payable hereunder for any claim in favor of any
person dealing with Tenant, including those who may furnish materials or perform
labor for any construction or repairs.  Each such claim shall affect, and each
such lien shall attach to, if at all, only the leasehold interest granted to
Tenant by this Lease.  Tenant covenants and agrees that it will pay or cause to
be paid all sums legally due and payable by it on account of any labor performed
or materials furnished in connection with any work performed on the Leased
Premises on which any lien is or can be validly and legally asserted against its
leasehold interest in the Leased Premises or the improvements thereon.  Tenant


COMMERCIAL LEASE AGREEMENT -Page 19
<PAGE>

further agrees to save and hold Landlord harmless from any and all loss, cost,
or expense based on or arising out of claims or liens asserted by parties by
virtue of their dealings with Tenant and encumbering the leasehold estate or the
right, title and interest of the Landlord in the Leased Premises or the Project.
Under no circumstances shall Tenant be or hold itself out to be the agent or
representative of Landlord with respect to any Alterations of the Leased
Premises whether or not consented to or approved by Landlord hereunder.

38.  HAZARDOUS WASTE: The term "Hazardous Substances," as used in this Lease
shall mean petroleum and petroleum products and by-products, crude oil,
pollutants, contaminants, toxic or hazardous wastes, or any other substances,
the use of which is regulated, restricted, prohibited or penalized, or the
removal or disposal of which is required, by any "Environmental Laws," which
term shall mean any and all federal, state or local law, ordinance or other
statute of a governmental or quasi-governmental authority relating to the
pollution or protection of the environment.  Tenant hereby agrees that (i) no
activity will be conducted on the Leased Premises that will produce any
Hazardous Substances; (ii) the Leased Premises will not be used in any manner
not in compliance with local and federal laws for the storage of any Hazardous
Substances; (iii) no portion of the Leased Premises will be used as a landfill
or a dump; (iv) Tenant will not install any underground tanks of any type; (v)
Tenant will not allow any surface or subsurface conditions to exist or come into
existence that constitute, or with the passage of time may constitute, a public
or private nuisance; and (vi) Tenant will not permit any Hazardous Substances to
be brought onto the Leased Premises, and if so brought thereon, then the same
shall be stored and used in compliance with all local and federal laws regarding
same.  Landlord or Landlord's representative shall have the right but not the
obligation to enter the Leased Premises for the purpose of ensuring compliance
with all Environmental Laws.  If Tenant in any manner contaminates the Leased
Premises, then Tenant shall promptly and diligently institute proper and
thorough clean-up procedures at Tenant's sole cost.  Landlord hereby agrees to
defend, indemnify and hold Tenant, its employees, partners, agents, contractors,
officers and directors and their heirs, successors, and assigns harmless from
any and all costs (including costs of litigation), reasonable attorneys' fees,
expenses, liabilities, claims, damages or judgements arising or alleged to
occur, and that result, or are alleged to result from the actual, or threatened
discharge, dispersal, disposal, release or escape of Hazardous Substances or
other wastes or pollutants (including, but not limited to asbestos, solid,
liquid, gaseous or thermal irritants or contaminants, smoke, vapor, soot, fumes,
acids, alkalis, chemicals, and water materials to be recycled, reconditioned or
reclaimed), but only as the same are a direct result of any act or omission of
Landlord or its agents, employees, contractors or subcontractors.  Tenant 
hereby agrees to defend, indemnify and hold Landlord, its employees, agents,
partners, contractors, officers and directors and their heirs, successors, and
assigns harmless from any and all costs (including costs of litigation),
reasonable attorneys' fees, expenses, liabilities, claims, damages or judgements
arising or alleged to occur, and that result, or are alleged to result from the
actual, or threatened discharge, dispersal, disposal, release or escape of
Hazardous Substances or other wastes or pollutants (including, but not limited
to asbestos, solid, liquid, gaseous or thermal irritants or contaminants, smoke,
vapor, soot, fumes, acids, alkalis, chemicals, and water materials to be
recycled, reconditioned or reclaimed), but only as the same are a direct result
of any act or omission of Tenant or Tenant's Representatives.

39.  ENTIRE AGREEMENT AND LIMITATION OF WARRANTIES: It is expressly agreed by
Tenant, as a material consideration for the execution of this Lease, that this
Lease is the entire agreement of the parties and that there are and were no
verbal representations, warranties, understandings, stipulations, agreements, or
promises pertaining to this Lease not incorporated in this Lease.  Tenant
expressly agrees that there are and shall be no implied warranties of
merchantability, fitness, habitability, or of any other kind and that Tenant's
acceptance of the Leased Premises shall be "as is".  It is likewise agreed that
this Lease may not be altered, waived, amended, or extended except by an
instrument in writing signed by both Landlord and Tenant.  Not in limitation
upon the foregoing, Landlord agrees that to the extent assignable, all
warranties, if any shall exist, from contractors or suppliers with respect to
the improvements to the 


COMMERCIAL LEASE AGREEMENT -Page 20
<PAGE>

Leased Premises hereunder are hereby partially assigned to Tenant to the 
extent necessary to avail Tenant of the benefits thereof with respect to its 
leasehold estate and property located at the Leased Premises.

40.  FINANCIAL STATEMENTS: From time to time Landlord may need to obtain
financing or renew financing on the Project, or perform calculations for various
reasons regarding the value of the Project.  Tenant hereby agrees to provide to
Landlord financial statements on its business when requested, but not more than
once annually, indicating the most current year end and quarterly financial
status of the business.  Landlord will not deliver such financial statement to
any third party except in confidence and only as required by Landlord's lenders
or in conjunction with appraisals of the Project.

41.  FORCE MAJEURE: 

     (a)  Landlord shall not be required to perform any covenant or obligation
of this Lease or be liable in damages to Tenant for that time period during
which the performance or non-performance of the covenant or obligation is
delayed, caused by, or prevented by Tenant or Tenant's Representatives or by an
act of God or force majeure.  

     (b)  Except with respect to the payment of Rent or any other sum due
hereunder, Tenant shall not be required to perform any covenant or obligation of
this Lease or be liable in damages to Landlord for that time period during which
the performance or non-performance of the covenant or obligation is delayed,
caused by, or prevented by Landlord or Landlord's Representatives or by an act
of God or force majeure.  

     (c)  An "act of God" or "force majeure" is defined for purposes of this
Lease as strikes, lockouts, sit-downs, material or labor restrictions by any
governmental authority, riots, floods, washouts, explosions, earthquakes, fire,
storms, acts of the public enemy, wars, insurrections and any other similar
cause not reasonably within the control of Landlord and which by the exercise of
due diligence Landlord is unable, wholly or in part, to prevent or overcome.

42.  MISCELLANEOUS:

     (a)  Words of any gender used in this Lease shall be held and construed to
include any other gender; and words in the singular number shall be held to
include the plural, unless the context otherwise requires.

     (b)  Each party agrees to furnish to the other, promptly upon demand, a
corporate resolution, proof of due authorization by partners, or other
appropriate documentation evidencing the due authorization and power of such
party to enter into this Lease and the empowerment and authority of the
individual signing below to bind his or her principal.

     (c)  The captions inserted in this Lease are for convenience only and in no
way define, limit, or otherwise describe the scope or intent of this Lease or
any provision hereof, or in any way affect the interpretation of this Lease.

     (d)  If any clause or provision of this Lease is illegal, invalid, or
unenforceable under present or future laws effective during the term of this
Lease, then and in that event, it is the intention of the parties hereto that
the remainder of this Lease shall not be affected thereby; and it is also the
intention of the parties to this Lease that in lieu of each clause or provision
of this Lease that is illegal, invalid, or unenforceable there be added as a
part of this Lease a clause as similar in terms to such illegal, invalid, or
unenforceable clause or provision as may be possible and be legal, valid, and
enforceable.

     (e)  Intentionally deleted.


COMMERCIAL LEASE AGREEMENT -Page 21
<PAGE>

     (f)  All references in this Lease to "the date hereof" or similar
references shall be deemed to refer to the last date, in point of time, on which
all parties hereto have executed this Lease.

     (g)  In the event that Tenant shall fail to perform any duty or obligation
hereunder, whether maintenance, repair or replacement of the Leased Premises,
maintenance of insurance, or otherwise, then Landlord may, but shall in no event
be obligated to, without notice of any kind, take such actions as Landlord deems
necessary or appropriate to remedy such Tenant failure, and any sums expended by
Landlord together with fair and just compensation for the time and effort of
Landlord in such efforts shall be deemed additional Rent hereunder due and
payable by Tenant on demand.

     (h)  If Tenant shall fail to pay, when the same is due and payable, any
Rent or any other sum due hereunder, such unpaid amount shall bear interest from
the due date thereof to the date of remittance at the rate of the lesser of 18%
per annum and the maximum rate allowed by law.

     (i)  Landlord does not in any way or for any purpose become a partner with
Tenant in the conduct of its business or otherwise, nor a member of a joint
venture with Tenant.

     (j)  Tenant shall not record this Lease without the prior written consent
of Landlord.  However, upon the request of either party hereto, the other party
shall join in the execution of a memorandum or so-called "short form" of this
Lease for the purposes of recordation.

     (k)  Time is of the essence in the performance of all the covenants,
conditions, and agreements contained in this Lease.

     (l)  Any duty, obligation, or debt and any right or remedy arising
hereunder and not otherwise consummated and/or extinguished by the express terms
hereof at or as of the time of termination of this Lease, whether at the end of
the term hereof or otherwise, shall survive such termination as continuing
duties, obligations, and debts of the obligated party to the other or continuing
rights and remedies of the benefitted party against the other.

     (m)  This Agreement may be executed in one or more counterparts, each of
which counterpart shall for all purposes be deemed to be an original; but all
such counterparts together shall constitute but one instrument.

     (n)  Attached hereto, marked Exhibit "A" through Exhibit "E", are certain
exhibits to this Lease all of which are hereby incorporated herein by reference.

43.  NOTICE:  

     (a)  All Rent and other payments required to be made by Tenant to Landlord
shall be payable to Landlord at the address set forth below or any other address
that Landlord may specify from time to time by written notice delivered to
Tenant.

     (b)  All payments, if any, required to be made by Landlord to Tenant shall
be payable to Tenant at the address set forth below or at any other address that
Tenant may specify from time to time by written notice delivered to Landlord.

     (c)  Any notice or document required or permitted to be delivered by this
Lease shall be deemed to be delivered (whether or not actually received) when
deposited in the United States Mail, postage prepaid, 


COMMERCIAL LEASE AGREEMENT -Page 22
<PAGE>

certified mail return receipt requested, addressed to the parties at the 
respective addresses set forth below or such other address as hereinafter 
specified by notice given in accordance with this paragraph.

44.  LIMITATION ON TENANT'S DAMAGES:  Tenant agrees that any liability of
Landlord under this Lease shall be limited solely to Landlord's interest in the
Project, and no other assets of Landlord shall be subject to levy or execution.

Executed by Landlord and Tenant as of this _______ day of ________, 1998.

LANDLORD                                TENANT
Jackson-Shaw/Jetstar Tristar            Canmax, Inc.
Limited Partnership                     8100 Jetstar Drive
4890 Alpha Road, Suite 100              Suite _________
Dallas, Texas 75244                     Irving, TX  75063

By: Jackson-Shaw Texas,                 By:  ______________________,
   General Partner                      Its: ______________________

By : __________________
     J. Michael Bray
Its: __________________   









COMMERCIAL LEASE AGREEMENT -Page 23
<PAGE>

                                     EXHIBIT "A"
                                  LEGAL DESCRIPTION





















COMMERCIAL LEASE AGREEMENT -Page 24
<PAGE>

                                     EXHIBIT "B"
                                TENANT IMPROVEMENTS



Landlord agrees to provide a construction allowance of $236,934.00 ($18.00 PSF)
to be used to install the tenant improvements as approved by Landlord.  Should
the construction cost exceed $236,934.00 ($18.00 PSF), Tenant shall pay any
excess costs to Landlord prior to commencement of construction. 




















COMMERCIAL LEASE AGREEMENT -Page 25
<PAGE>

                                    EXHIBIT "E"
                                          
                                   RENEWAL OPTION



Tenant is granted the option to extend the term of this Lease for one (1)
extended term of five (5) years, provided no event of default exists at the time
of exercise of the option and no condition exists which with the giving of
notice or the passage of time or both would constitute an event of default, and
Tenant gives written notice of its exercise of the option at least one hundred
eighty (180) days prior to the expiration of the original term. The extension
term shall be upon the same terms and conditions as set forth herein, except
Tenant shall have no further right of renewal after the extension term
prescribed above, and the Base Rental will be equal to the then prevailing rate
for comparable space for a comparable term.
















COMMERCIAL LEASE AGREEMENT -Page 26