<PAGE>   1
                                                                    EXHIBIT 10.5


                     --------------------------------------


                                 LEASE AGREEMENT


                                 BY AND BETWEEN


                           DESTA TWO PARTNERSHIP, LTD.


                                  AS LANDLORD,


                                       AND


                              WESTECH CAPITAL CORP.



                                    AS TENANT

                     --------------------------------------


<PAGE>   2


                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                     <C>
ARTICLE I - LEASED PREMISES..............................................................................1
         Section 1.01      Leased Premises...............................................................1
         Section 1.02      Lease Grant...................................................................1
         Section 1.03      Building Core and Shell.......................................................2

ARTICLE II - LEASE TERM..................................................................................2
         Section 2.01      Lease Term....................................................................2
         Section 2.02      Holding Over..................................................................3

ARTICLE III - RENT.......................................................................................3
         Section 3.01      Minimum Rent..................................................................3
         Section 3.02      Additional Rent...............................................................3
         Section 3.03      Rent Payments.................................................................8


ARTICLE IV - UTILITIES AND SERVICES......................................................................8
         Section 4.01      Services to be Provided.......................................................8
         Section 4.02      Additional Services..........................................................10
         Section 4.03      Tenant's Obligations.........................................................10
         Section 4.04      Service Interruptions........................................................10

ARTICLE V - USE AND OCCUPANCY...........................................................................11
         Section 5.01      Use and Occupancy............................................................11
         Section 5.02      Rules and Regulations........................................................13
         Section 5.03      Quiet Enjoyment..............................................................13

ARTICLE VI - REPAIRS, MAINTENANCE AND ALTERATIONS.......................................................13
         Section 6.01      Repair and Maintenance by Tenant.............................................13
         Section 6.02      Alterations and Additions by Tenant..........................................14
         Section 6.03      Mechanics' Liens - Tenant's Obligations......................................15
         Section 6.04      Maintenance and Repair by Landlord...........................................15

ARTICLE VII - INSURANCE, FIRE AND CASUALTY..............................................................16
         Section 7.01      Tenant's Insurance...........................................................16
         Section 7.02      Landlord's Insurance.........................................................16
         Section 7.03      Fire or Other Casualty.......................................................17
         Section 7.04      Waiver of Subrogation........................................................18

ARTICLE VIII - CONDEMNATION.............................................................................18
</TABLE>

                                       1
<PAGE>   3

<TABLE>
<S>                                                                                                    <C>
ARTICLE IX - INDEMNIFICATIONS AND WAIVER................................................................19
         Section 9.01      Limitations on Liability of Landlord: Waiver.................................19
         Section 9.02      Tenant's Indemnification of Landlord; Assumption; Employees'Claims...........20
         Section 9.03      Landlord's Indemnification of Tenant.........................................21
         Section 9.04      No Implied Waiver............................................................21
         Section 9.05      Waiver by Tenant.............................................................21
         Section 9.06      Hazardous Materials..........................................................22

ARTICLE X - ASSIGNMENT AND SUBLETTING...................................................................23
         Section 10.01  No Assignment or Subletting Without Consent.....................................23

ARTICLE XI - DEFAULT....................................................................................24
         Section 11.01     Default......................................................................24
         Section 11.02     Landlord's Lien..............................................................27
         Section 11.03     Mitigation of Damages........................................................28

ARTICLE XII - MISCELLANEOUS PROVISIONS..................................................................29
         Section 12.01     Rights Reserved by Landlord..................................................29
         Section 12.02     Taxes on Tenant's Property...................................................31
         Section 12.03     Attorneys' Fees and Legal Expenses...........................................32
         Section 12.04     Subordination................................................................33
         Section 12.05     Estoppel Certificates........................................................33
         Section 12.06     Financial Statements.........................................................34
         Section 12.07     Notices......................................................................34
         Section 12.08     Business Purpose.............................................................34
         Section 12.09     Severability.................................................................34
         Section 12.10     No Merger....................................................................35
         Section 12.11     Force Majeure................................................................35
         Section 12.12     Gender.......................................................................35
         Section 12.13     Joint and Several Liability..................................................35
         Section 12.14     No Representations...........................................................35
         Section 12.15     Entire Agreement; Amendments.................................................36
         Section 12.16     Section Headings.............................................................36
         Section 12.17     Binding Effect...............................................................36
         Section 12.18     Counterparts.................................................................36
         Section 12.19     Rental Tax...................................................................36
         Section 12.20     No Personal Liability of Landlord............................................37
         Section 12.21     Authority to Sign Lease......................................................37
         Section 12.22     Execution and Approval of Lease..............................................37

ARTICLE XIII - ADDITIONAL AGREEMENTS....................................................................37

ARTICLE XIV - EXHIBITS AND ATTACHMENTS..................................................................38
</TABLE>


                                       2

<PAGE>   4

                              BASIC LEASE PROVISIONS

LANDLORD:                     Desta Two Partnership, Ltd., a Texas limited
                              partnership

LANDLORD'S ADDRESS:           6 Desta Drive, Suite 6500
                              Midland, Texas  79705
                              Attn: Mr. L. Paul Latham
                              Telephone No. (915) 6888-3212
                              Fax No. (915) 688-3247

                              WITH COPY TO:
                              Desta Two Partnership, Ltd.
                              2600 Via Fortuna, Suite 140
                              Austin, Texas  78746
                              Attn: Mr. Rod Arend
                              Telephone No. (512) 306-9093
                              Fax No. (512) 306-9112

TENANT:                       Westech Capital Corp., a New York Corporation

TENANT'S ADDRESS:             PRIOR TO THE COMMENCEMENT DATE:
                              1250 Capital of Texas Highway S. #500
                              Austin, Texas 78746
                              Telephone No.    (512) 306-5225
                              Fax No. (512) 306-1528

                              AFTER THE COMMENCEMENT DATE:
                              2700 Via Fortuna, Suite 400
                              Austin, Texas 78746
                              Telephone No. (512)
                                                 ---------------
                              Fax No. (512)
                                           ----------------

                              with copy to:
                              Christian & Smith
                              2302 Fannin #500
                              Houston, Texas 77002
                              Attn: James W. Christian
                              Telephone No. (713)659-7617
                              Fax No. (713)659-7641

BUILDING:                     The land described on Exhibit A attached
                              hereto, together with all improvements now
                              or hereafter constructed thereon, including
                              the office building and related parking
                              garage locally known or to be known as
                              Terrace II, 2700 Via Fortuna, Austin, Texas
                              78746.



                                       1

<PAGE>   5


LEASED PREMISES:              Suite 400 on the fourth (4th) floor of the
                              Building, which is generally depicted on the floor
                              plan which is attached hereto as Exhibit B. As
                              more fully set forth in Section 1.01, the Rentable
                              Area of the Leased Premises includes not only the
                              useable floor area of the Leased Premises, but
                              also, an allocation of a portion of the Common
                              Area of the Building. For the purposes of this
                              Lease the Leased Premises shall comprise 24,963
                              square feet of Rentable Area. Tenant shall also
                              have the use of ancillary areas common for use of
                              all Tenants of the Building.

TOTAL BUILDING AREA:          114,635 square feet of Rentable Area.

MINIMUM RENT:                 Beginning on the Commencement Date, Minimum Rent
                              under this Lease will be payable during the
                              applicable months of the Lease Term specified in
                              the "Lease Months" column hereinbelow, at an
                              annual rate determined by multiplying the
                              applicable dollar amounts set out in the "Annual
                              Rate" column hereinbelow by the number of square
                              feet of Rentable Area in the Leased Premises. The
                              Minimum Rent will be payable in monthly
                              installments in the amounts set out in the
                              "Monthly Installments" column hereinbelow.

<TABLE>
<S>                        <C>                   <C>
       Lease Months             Annual Rate        Monthly Installments
-------------------------- --------------------- ------------------------
          1 - 2                    - 0 -                  - 0 -
-------------------------- --------------------- ------------------------
  3 (March 1,2000) - 60           $17.50              $36,404.38$
-------------------------- --------------------- ------------------------
         61 - 87                  $18.50              $38,488.63$
-------------------------- --------------------- ------------------------
</TABLE>

RENT:                         The Minimum Rent, Additional Rent (hereinafter
                              defined), and all other amounts payable by Tenant
                              to Landlord under this Lease.

TENANT'S PERCENTAGE:          21.78%

EFFECTIVE DATE:               September 30, 1999.

COMMENCEMENT DATE:            As defined in Section 2.01 of the lease which is
                              projected to be December 15, 1999.

LEASE TERM:                   Eighty-seven (87) months, commencing on the
                              Commencement Date and subject to the option to
                              extend set forth on Exhibit H.

BUILDING STANDARD HOURS:      7:00 A.M. to 7:00 P.M. on each Monday through
                              Friday (excluding  Building Holidays) and 8:00
                              A.M. to 5:00 P.M. on each Saturday (excluding
                              Building Holidays).


                                       2

<PAGE>   6

BUILDING HOLIDAYS:            New Years Day, Memorial Day, Independence Day,
                              Labor Day, Thanksgiving Day and Christmas Day.

LANDLORD'S BROKER:            Colliers Oxford Commercial, Inc.
                              1500 Nations Bank Tower
                              515 Congress Avenue
                              Austin, Texas 78701

TENANT'S BROKER:              R. K. Neblett Interests
                              2121 Sage Road #350
                              Houston, Texas 77056

PARKING:                      Tenant shall be entitled to no more than one
                              hundred eleven (111) parking spaces at no
                              cost to Tenant during the term of this
                              Lease, of which fifteen (15) are reserved
                              spaces the location of which is shown on
                              Exhibit B-1 attached hereto.

PERMITTED USE:                General office, including but not limited to,
                              facilities for brokerage services (including a
                              trading floor) and associated ancillary uses.

The Basic Lease Provisions set forth hereinabove are hereby incorporated into
and made a part of the Lease Agreement which is attached hereto (the "Lease").
Each reference in the Lease to any of the provisions or definitions set forth in
these Basic Lease Provisions shall mean and refer to the provisions and
definitions hereinabove set forth and shall be used in conjunction with the
provisions of the Lease. In the event of any direct conflict between these Basic
Lease Provision and the Lease, these Basic Lease Provisions shall control;
provided, however, that those provisions in the Lease (including all exhibits
and attachments thereto) which expressly require an adjustment or modification
to any of the matters set forth in these Basic Lease Provisions shall supersede
the adjusted or modified provisions of these Basic Lease Provisions.




                                       3

<PAGE>   7

EXECUTED by the undersigned in multiple originals as of the Effective Date set
out hereinabove.

LANDLORD:                   DESTA TWO PARTNERSHIP, LTD.,
                            a Texas limited partnership


                            By:      DESTA TWO MANAGEMENT CORP.,
                                     a Texas corporation, its General Partner

                            By:
                                     L. Paul Latham, President

TENANT:
                            WESTECH CAPITAL CORP.,
                            a New York Corporation

                            By:   /s/ JAY W. VAN ERT
                               -----------------------------------------------

                            Name: Jay W. Van Ert
                                  --------------------------------------------

                            Title: President
                                   -------------------------------------------




                                       4

<PAGE>   8

                                 LEASE AGREEMENT


     This Lease Agreement ("Lease") is entered into as of the Effective Date
specified in the Basic Lease Provisions by and between Landlord and Tenant. The
Basic Lease Provisions attached hereto and the defined terms set out therein are
hereby incorporated herein by reference.

                           ARTICLE I - LEASED PREMISES

Section 1.01   Leased Premises

     (a)  The Leased Premises are depicted generally on Exhibit B and are or
          will be bounded by the inside surface of the window wall(s) and the
          centerline of walls separating the Leased Premises from areas leased
          to or held for lease to other tenants or from Common Areas as
          described herein. No deduction from usable area will be made for
          columns or projections necessary to the Building or for special
          stairs, elevators or other vertical penetrations which are for the
          specific use of Tenant.

     (b)  The term "Rentable Area", as used herein with respect to the Leased
          Premises, refers to the sum of (i) the usable floor area of the Leased
          Premises, estimated to be 23,863 plus (ii) Tenant's share of all
          common use: corridors, lobbies, elevator foyers, restrooms, as well as
          all mechanical and electrical rooms, janitor's closets and other
          similar facilities of the Building (such areas being herein referred
          to as "Common Areas"). "Rentable Area" as used herein with respect to
          the Building, includes all space occupied or to be occupied by
          Tenants, together with the Common Areas. Upon the completion of
          construction of improvements to the Leased Premises, useable floor
          area of the Leased Premises, but not the Common Area, may be
          re-measured at the request of either party. The cost of re-measurement
          shall be borne by the party requesting re-measurement. If it is
          determined that the useable floor area of the Leased Premises varies
          from the estimate set forth above, then the Rentable Area of the
          Leased Premises will be appropriately adjusted. If neither party
          requests a re-measurement within thirty (30) days after the
          Commencement Date, then it will be presumed for all purposes under
          this Lease that the information in the Basic Lease Provisions with
          respect to the number of square feet of Rentable Area in the Leased
          Premises is correct, and such number will be a stipulated number which
          will be utilized for all relevant purposes under this Lease.

Section 1.02   Lease Grant

     For the consideration and subject to the terms, provisions and conditions
     set out below, Landlord lets and leases to Tenant and Tenant leases from
     Landlord the Leased Premises and the right to use all areas commonly held
     for use by tenants of the Building and located on the Land described on
     Exhibit A.



                                       1

<PAGE>   9

Section 1.03   Building Core and Shell

     Landlord will provide the improvements which are listed and described on
     Exhibit C which is attached hereto and incorporated herein by reference
     (the "Building Core and Shell"). If improvements are to be constructed by
     Landlord within the Leased Premises, then all of Landlord's agreements with
     respect thereto are set forth in a tenant work letter which is attached to
     this Lease (the "Tenant Work Letter").

                             ARTICLE II - LEASE TERM

Section 2.01   Lease Term

     (a)  Subject to and upon the terms and conditions set forth in the Lease,
          or in any exhibit attached hereto, the primary term of this Lease
          shall commence on the earlier of (i) the Completion Date or (ii) the
          date Tenant occupies all or part of the Leased Premises, (such earlier
          date being the "Commencement Date") and shall expire on the last day
          of the eighty-seventh (87th) month after the Commencement Date. The
          "Lease Term" of this Lease shall be the primary term specified in this
          Section 2.01, as renewed or otherwise extended or earlier terminated
          pursuant to the terms and provisions set forth herein.

     (b)  As used herein, "Completion Date" means the date Tenant's leasehold
          improvements are Substantially Completed (as defined below). If the
          Commencement Date is other than the first day of a calendar month, the
          Lease Term will be extended and will be calculated as if the
          Commencement Date were the first day of the next full calendar month
          and the Rent hereunder will be prorated for the first partial month.

     (c)  The Leased Premises shall be deemed Substantially Completed when: (i)
          Landlord's architect has certified to Tenant the Leased Premises are
          complete with all the improvements identified in the Tenant Work
          Letter and change orders, if any, completed in accordance with
          Tenant's plans and specifications (except for minor "punch list"
          items, which must be completed by Landlord within thirty (30) days
          after Tenant's submission of such "punch list" to Landlord); and (ii)
          Landlord has delivered to Tenant a copy of a Temporary Certificate of
          Occupancy for the Leased Premises approving the work and lawfully
          permitting Tenant's intended uses (as such term is defined below) of
          the Leased Premises. Tenant's agents shall have reasonable access to
          the Leased Premises on a rent-free basis to make any installations of
          telephone systems, equipment, fixtures and furnishings; provided,
          however, if Tenant's agents cause the date of Substantial Completion
          to be after March 1, 2000, then for each day of such delay after March
          1, 2000, Tenant shall be obligated to pay one day's Minimum Rent to
          Landlord for each day of delay.



                                       2

<PAGE>   10

     (d)  By its execution of the Lease, Landlord hereby consents to Tenant's
          plans and specifications for initial improvements, copies of which,
          initialed and dated by Landlord and Tenant, are in the possession of
          both parties (the "Plans").

     (e)  After the Completion Date, Landlord and Tenant shall promptly, upon
          the request of either of them, execute and deliver to each other an
          agreement setting forth the Commencement and Expiration Dates.

Section 2.02    Holding Over

     Should Tenant hold the Leased Premises after termination of this Lease, by
     lapse of time, default, or otherwise, such holding over shall be construed
     as a tenancy at sufferance only, and Tenant shall pay in advance, as Rent,
     for each day of such holding, a per diem amount equal to 1/30 of one
     hundred fifty percent (150%) of the Rent payable for the last month of the
     Lease Term. No receipt of money by Landlord from Tenant after termination
     of this Lease shall reinstate or extend this Lease, or affect any prior
     notice given by Landlord to Tenant, and no extension shall be valid unless
     in writing, signed by Landlord and Tenant. The foregoing shall not be
     construed as Landlord's consent for any such holding over, and Landlord
     reserves the right to proceed against Tenant for any damages caused
     thereby.

                               ARTICLE III - RENT

Section 3.01    Minimum Rent

     Tenant shall pay the Minimum Rent to Landlord in monthly installments in
     advance on or before the first day of each calendar month during the Lease
     Term beginning on the later of (i) sixty (60) days after the date of
     Substantial Completion or (ii) March 1, 2000, subject to any Landlord delay
     as defined in the Tenant Work Letter.

Section 3.02    Additional Rent

     (a)  For purposes of this Lease "Operating Expenses" means all of
          Landlord's reasonable costs and expenses paid or incurred in owning,
          operating, managing and maintaining the Building for a particular
          calendar year or portion thereof, including by way of illustration but
          not limitation: (i) all taxes, assessments and governmental charges of
          any kind and nature whatsoever levied or assessed against the
          Building, excluding penalties, interest and attorney's fees assessed
          due to non-payment; (ii) any and all assessments levied by the planned
          unit development owner's association; (iii) all normal and customary
          premiums for any and all insurance maintained in connection with the
          ownership, operation, maintenance, and/or management of the Building
          (including but not limited to property and liability coverage); (iv)
          water, sewer, electrical and other utility charges (but excluding any
          of such items paid separately by other Tenants of the Building); (v)
          service and other charges incurred in the operation and maintenance of
          the


                                       3

<PAGE>   11

          elevators and the heating, ventilation and air-conditioning system;
          (vi) cleaning and other janitorial services; (vii) tools and supplies;
          (viii) repair costs to the Building that are not capitalized; (ix)
          landscape installation and maintenance costs (other than original
          installation); (x) security services; (xi) license, permit and
          inspection fees other than that required for Tenant's interior
          improvements; (xii) reasonable management fees which are earned
          relating exclusively to management functions for the Building; (xiii)
          wages and related benefits payable to employees who render services to
          or for the benefit of the Building or tenants of the Building; (xiv)
          legal and accounting fees; (xv) trash removal; (xvi) garage
          maintenance and operating costs; (xvii) the cost of electrical surveys
          (xviii) costs associated with building amenities; (xviv) capital
          improvements costing less than five thousand dollars ($5,000) 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 employing Generally Accepted Accounting Principals.
          Also included in Operating Expenses is the cost of any capital
          improvement made to the Building by Landlord after the date of this
          Lease that is required under governmental law or regulation not
          applicable to the Building at the time the Building was constructed,
          amortized employing Generally Accepted Accounting Principals together
          with an amount equal to interest at the rate of ten (10) percent per
          annum on the unamortized balance.

          All references in this Section 3.02(a) to Operating Expenses mean
          actual Operating Expenses; provided, however, for any calendar year or
          partial calendar year in which the rentable area of the Building is
          not one hundred percent (100%) occupied with all tenants in occupancy
          and paying full rent, variable Operating Expenses for that period
          shall be calculated in a manner, and in the amount, that would have
          been incurred had the Building been one hundred percent (100%)
          occupied with all tenants in occupancy and paying full rent the result
          of which is Tenant not being assessed in excess of Tenant's
          Percentage. Notwithstanding anything to the contrary in the preceding
          sentence, in no event will Landlord bill tenants of the Building, or
          collect from tenants of the Building, amounts for reimbursement of
          Operating Expenses which exceed, in the aggregate, after all
          adjustments to correct and conform any estimated billings to actual
          expenses, the actual amount of Operating Expenses incurred by Landlord
          in any calendar year.

          If Landlord installs any device, improvement or equipment which will
          improve the operating efficiency of any system within the Building
          (e.g. solar collectors) or reduce Operating Expenses, or any device or
          equipment that is required to be installed by any government or
          governmental agency having authority to order that it be installed,
          then Landlord may add to the Operating Expenses each year during the
          useful life of the installed device, improvement, or equipment (as the
          useful life is determined by Landlord) an amount equal to the annual
          amortization of the cost of the installed device, improvement, or
          equipment, calculated in accordance with



                                       4

<PAGE>   12

          Generally Accepted Accounting Principals but in no event more than the
          actual cost saved as a result of the installation thereof.

     (b)  Operating Costs shall not include costs for (i) repair, replacements
          and general maintenance paid by proceeds of insurance or by Tenant or
          other third parties; (ii) interest, amortization or other payments on
          loans to Landlord; (iii) leasing commissions; (iv) legal or accounting
          expenses for services, other than those that benefit the Building
          tenants generally (e.g., tax disputes); (v) renovating or otherwise
          improving space for occupants of the Building or vacant space in the
          Building other than Common Areas; (vi) the costs incurred by Landlord
          to bring the Building, the Land or any equipment maintained therein in
          compliance with laws, ordinances, rules, regulations, requirements,
          directives, guidelines and orders in effect and applicable to the
          Building as of the date of this Lease; (vii) the cost of any services
          or materials supplied to other tenants and not to Tenant; (viii) the
          cost of any services or materials for which Landlord receives
          reimbursement or payment from other sources; (ix) depreciation on the
          Building; (x) federal income taxes imposed on or measured by the
          income of Landlord from the operation of the Building; (xi) repairs,
          alternations, additions, improvements, replacements made to rectify or
          correct any defect in the original design, materials or workmanship of
          Building or Common Areas other than repairs, alterations, additions,
          improvements or replacements made as a result of ordinary wear and
          tear; (xii) damage and repairs attributable to fire or other casualty;
          (xiii) damage and repairs necessitated by the negligence or willful
          misconduct of Landlord, Landlord's employees, contractors or agents;
          (xiv) executive salaries or salaries of service personnel to the
          extent that such the services of such persons do not relate to the
          management, operation, repair or maintenance of the Building; (xv)
          Landlord's general overhead expenses not related to the Building;
          (xvi) costs including permit, license and inspection fees incurred in
          renovating or otherwise improving, decorating or painting or altering
          space for tenants or other occupants or of vacant space (excluding
          Common Areas) in the Building; (xvii) costs incurred due to a
          violation by Landlord or any other tenant of the Building of the terms
          and conditions of a lease; and (xviii) cost of any service provided to
          Tenant or other occupants of the Building for which Landlord is
          reimbursed has received reimbursement from another source.

          For the purposes of calculating Tenant's obligation for the payment of
          Additional Rent under this Article, if any tenants of the Building are
          billed separately for any category of Operating Expense (e.g.,
          separately metered utilities) the amount of the separately billed
          Operating Expenses will not be included in Operating Expenses. For any
          category of Operating Expense for which one or more tenants of the
          Building make(s) separate payments, Tenant's Percentage will be
          adjusted for that category of Operating Expense by excluding from the
          denominator thereof the Rentable Area of all tenants making separate
          payments with respect to such category.



                                       5

<PAGE>   13

          Further, with regards to all operating expenses, Landlord shall, at
          its sole cost and expense: (a) competitively bid all services, the
          charges for which are passed to Tenant under the definition of
          Operating Expenses (so that the result of the same is services or
          items provided at comparable prices for like buildings); (b) contest
          unreasonable increases in ad valorem taxes, assessments, utilities, or
          the like; (c) see that, with respect to all accounting and related
          treatment decisions, Generally Accepted Accounting Principles are
          used; and (d) cause any company related to Landlord to render such
          service at competitive prices comparable to like services for like
          buildings.

     (c)  In addition to the Minimum Rent, Tenant shall pay to Landlord as
          Additional Rent for the Leased Premises, in each calendar year, or
          partial calendar year, during the Lease Term, an amount equal to
          Tenant's Percentage of the Operating Expenses for the calendar year or
          portion of the calendar year; provided, however, Tenant shall not be
          required to pay Additional Rent during the period of time of abatement
          of Minimum Rent as set forth in paragraph 3.01; nor shall Tenant be
          required to pay Additional Rent in excess of $8.00 per rentable square
          foot for the calendar year 2000.

     (d)  Landlord shall estimate Tenant's Additional Rent for each subsequent
          calendar year, and give written notice thereof to Tenant as soon as
          reasonably possible. For each calendar year (or partial calendar year)
          Tenant shall pay to Landlord each month, at the same time the Minimum
          Rent is due, an amount equal to one-twelfth (1/12) of the estimated
          annual Additional Rent due provided that Landlord agrees that in
          calendar year 2002 and subsequent calendar years Operating Expenses
          which may be controlled by Landlord shall not increase more than six
          percent (6%) in any one (1) calendar year. For these purposes,
          Operating Expenses over which Landlord has no control shall include,
          but not be limited to (i) taxes, assessments and governmental charges
          or impositions of any kind or nature whatsoever; (ii) premiums for any
          and all property, casualty, worker's compensation and/or other
          insurance maintained in connection with the ownership, operation,
          maintenance or management of the Building; or (iii) impositions,
          charges or fees of whatever kind or nature for water, sewer, gas,
          electric or other utilities. For any year during which Additional Rent
          is due for less than the entire calendar year, Tenant shall pay to
          Landlord each calendar month during such year, one-twelfth of the
          estimated Additional Rent that would have been due if Additional Rent
          had been due throughout that calendar year.

     (e)  If Operating Expenses increase during 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 that calendar year, an
          additional amount equal to the amount of the increase in the estimated
          Additional Rent divided by the number of months remaining in the year.



                                       6

<PAGE>   14

     (f)  Within one hundred twenty (120) days after the end of each calendar
          year, or as soon thereafter as figures are reasonably available,
          Landlord shall prepare and deliver to Tenant a statement showing
          Tenant's actual Additional Rent for that calendar year. Within thirty
          (30) days after receipt of each statement, Tenant shall pay to
          Landlord, or Landlord shall credit against 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
          the year. If Tenant is owed money after the termination of this Lease,
          Landlord shall pay such overpayment to Tenant within thirty (30) days.

     (g)  Tenant will have the right, for a period of two (2) years after the
          expiration of any calendar year (but not thereafter) to audit
          Landlord's books, at Tenant's cost and expense, to verify the
          Operating Expenses for such calendar year. If Tenant does not request
          an audit within two (2) years after the expiration of any particular
          calendar year, then Tenant will be deemed to have waived any right it
          may have to an adjustment to Tenant's Percentage of any Operating
          Expenses for such calendar year.

     (h)  Tenant's right to verify Operating Expenses shall be subject to the
          following limitations and conditions: (i) Tenant shall have no right
          to verify Operating Expenses if Tenant has committed a monetary Event
          of Default or if an event has occurred which, with the giving of
          notice, the passage of time, or both, would constitute a monetary
          Event of Default on the part of Tenant (ii) Tenant shall have provided
          Landlord with timely written notice of its desire to verify Operating
          Expenses and specified a date for such verification not less than
          fourteen (14) nor more than thirty (30) from the delivery of the
          notice to Landlord; (iii) such review or verification shall take place
          in Landlord's offices in Austin, Texas; and (iv) Tenant and any third
          party auditor, reviewer, attorney or accountant employed by Tenant
          shall execute and deliver to Landlord a confidentiality agreement
          acceptable to Landlord and which shall include, among other terms, the
          agreement of Tenant and such third party not to disclose to any other
          person the existence of the review, the results of the review and the
          agreement of any third party not to solicit or conduct verifications
          or reviews on the part of any other tenant of the Building or the
          Project.

     (i)  In the event Landlord and Tenant are unable to agree on the
          appropriate resolution of any dispute relating to Operating Expenses,
          the sole and exclusive remedy of Tenant shall be to submit the
          appropriate determination of Operating Expenses to binding arbitration
          in Travis County, Texas in accordance with the rules of the American
          Arbitration Association for commercial disputes. In the event Landlord
          and Tenant can not agree on a panel of arbiters within ten (10) days
          after either party notifies the other of its election to submit the
          matter to arbitration, then Landlord and Tenant shall each appoint an
          arbitrator and the two arbitrators selected shall appoint the third.
          All arbitrators selected or appointed for resolution


                                       7

<PAGE>   15

          of the dispute shall be unaffiliated with the parties and shall have
          at least ten (10) years experience in commercial real estate leasing
          in Travis County, Texas as either an attorney or a licensed real
          estate broker. The arbitration panel shall render a decision within
          ninety (90) days of appointment.

     (j)  If (i) an arbitration panel determines, or (ii) Landlord agrees that
          Tenant's audit results in a finding that Tenant was overcharged in an
          amount in excess of five percent (5%) of the actual costs incurred by
          Landlord for the Operating Expenses, then in such event, Landlord
          shall reimburse Tenant for the reasonable costs of the audit, as well
          as refund the overpayment plus interest at the rate of ten percent
          (10%) per year. Landlord agrees to make such payment within thirty
          (30) days.

Section 3.03    Rent Payments

     (a)  All Rent is payable by Tenant at the times and in the amounts
          specified in this Lease in legal tender of the United States of
          America to Landlord at Landlord's management office in the Building,
          or to any other person or at any other address as Landlord may from
          time to time designate by notice to Tenant.

     (b)  Rent is payable by Tenant without notice, demand, abatement,
          deduction, or set-off except as expressly specified in this Lease.
          Tenant's obligation to pay Rent is independent of any obligation of
          Landlord under this Lease. If any installment of Rent is not paid
          within ten (10) days after it is due, Tenant shall pay to Landlord a
          late charge in an amount equal to five percent (5%) of the delinquent
          installment of Rent when it pays the delinquent installment. In
          addition, if Tenant fails to pay any Rent when the same is due (and
          which represents amounts not already specified as bearing interest
          under other provisions of this Lease) then Tenant shall also pay to
          Landlord interest on the unpaid Rent from the due date until the date
          paid at the highest rate lawfully permitted to be contracted for,
          charged or received pursuant to a written contract under applicable
          federal or state law (whichever is higher) or such lower rate as may
          be assessed by Landlord (the "Interest Rate").

                       ARTICLE IV - UTILITIES AND SERVICES

Section 4.01    Services to be Provided

     Provided Tenant is not in default hereunder, Landlord shall furnish or
     cause to be furnished to the Leased Premises, the utilities and services
     described below, subject to the conditions and in accordance with the
     standards set forth herein:

     (a)  Landlord shall provide not less than one (1) automatic elevator
          service to the Leased Premises twenty-four (24) hours per day, seven
          (7) days per week.

     (b)  During Building Standard Hours, Landlord agrees to ventilate the
          Leased Premises and furnish heat or air conditioning, at such
          temperatures and in such amounts as


                                       8

<PAGE>   16

          is necessary and appropriate for the comfortable occupancy of the
          Leased Premises, reasonably consistent with the standards of "Class A"
          office buildings in Austin, Texas. Landlord's obligations to provide
          heating and air conditioning are subject to any governmental
          requirements or standards relating to, among other things, energy
          conservation. Upon reasonable request (in both time and manner) from
          Tenant, Landlord shall make available at Tenant's expense heat or air
          conditioning at times other than Building Standard Hours. The minimum
          charge and the hourly rate for the use of after hours heat or air
          conditioning shall be determined from time to time by Landlord and
          confirmed in writing to Tenant. Until further notice is given by
          Landlord to Tenant, the hourly rate for such after hours heart or air
          conditioning shall be Eight Dollars ($8.00) per hour for one-half hour
          service or Sixteen Dollars ($16.00) per hour for full hour service.
          Such charge shall not exceed Landlord's costs to provide such service.

     (c)  Electric lighting for the Common Areas of the Building.

     (d)  Toilet facilities and hot and cold water for lavatory purposes (at
          temperatures prescribed by applicable law).

     (e)  Replacement, as necessary, of all lamps and ballasts in the H Building
          Standard light fixtures within the Leased Premises and Common Areas.

     (f)  Window washing of exterior windows not less than once each year.

     (g)  Professional landscaping services for all landscaped areas from time
          to time on the Land.

     (h)  Display, throughout the Term, on all Building directories of Tenant's
          name and suite number. At Tenant's request, Landlord shall provide at
          no cost to Tenant not less than twenty percent (20%) of the space on
          the Building directory.

     (i)  Janitorial services at times and comparable and reasonably consistent
          in quality to those being provided by other Class A office buildings
          in Austin, Texas.

     (j)  Landlord shall furnish to the Leased Premises at all times, subject to
          interruptions beyond Landlord's control and temporary interruptions
          necessary or appropriate for Building maintenance or equipment
          installation, electricity sufficient to operate normal office lighting
          and equipment. Tenant shall not install or operate in the Leased
          Premises any electrically operated machinery or equipment which
          requires high electricity consumption for operation without the prior
          written consent of Landlord. In no event may Tenant's use of
          electricity exceed the capacity of the feeders to the Building or the
          risers or wiring installation. Electrical consumption in the Leased
          Premises, or in any portion of the Leased Premises in which excess
          electricity is consumed, may, at Landlord's option, be separately
          metered after written notice to Tenant. Tenant shall pay within thirty
          (30) days of invoicing


                                       9

<PAGE>   17

          from Landlord all costs associated with any separate metering required
          by Landlord, including but not limited to installation of any separate
          metering devices and the costs of all electrical consumption in any
          areas which are separately metered. The obligation of Landlord to
          provide or cause to be provided electricity is subject to the rules
          and regulations of the supplier of electricity and of any municipal or
          other governmental authority regulating the business of providing
          electricity. Landlord is not liable or responsible to Tenant for any
          loss, damage or expense Tenant sustains or incurs if either the
          quality or character of the electricity is changed or is no longer
          available or no longer suitable for Tenant's requirements. At any time
          when Landlord is furnishing electricity to the Leased Premises under
          this subsection, Landlord may, at its option, upon not less than
          thirty (30) days prior written notice to Tenant, discontinue the
          furnishing of electricity. If Landlord gives a notice of
          discontinuance, Landlord shall make all reasonably necessary
          arrangements with the public utility supplying the electricity to the
          Building with respect to connecting electrical service to the Leased
          Premises, but Tenant shall contract directly with the public utility
          with respect to supplying the electrical service.

          Notwithstanding the above, Landlord shall not be allowed to
          discontinue electrical service without providing (and assisting with
          causing Tenant to contract with) an additional electrical service. In
          this regard, Landlord shall allow Tenant (and the new service
          provider) to use all facilities reasonably necessary to install and
          provide such electricity.

Section 4.02      Additional Services

     Landlord may impose a reasonable charge for heating, ventilating and air
     conditioning provided by Landlord at any time other than the Building
     Standard Hours or for any use beyond what Landlord agrees to furnish or
     because of special electrical, cooling, and ventilating needs created by
     Tenant's telephone equipment, computers, and other equipment or uses.

Section 4.03      Tenant's Obligations

     Tenant shall reasonably cooperate at all times with Landlord and abide by
     all regulations and requirements Landlord may prescribe for the use of all
     utilities and services and which Landlord has notified Tenant of in
     writing.

Section 4.04      Service Interruptions

     (a)  Landlord does not warrant that the services provided by Landlord will
          be free from any slow-down, interruption, or stoppage by governmental
          bodies, regulatory agencies, utility companies, and others supplying
          services or caused by the maintenance, repair, replacement, or
          improvement of any equipment involved in the furnishing of the
          services or caused by changes of services, alterations, strikes,


                                       10

<PAGE>   18

          lock-outs, labor controversies, fuel shortages, accidents, acts of
          God, the elements, or other causes beyond the reasonable control of
          Landlord. Landlord shall use due diligence to resume the service upon
          any slow-down, interruption, or stoppage.

     (b)  No slow-down, interruption, or temporary stoppage of the services may
          be construed as an eviction, actual or constructive, of Tenant. If all
          of the services provided by Landlord are interrupted to such an extent
          that the Leased Premises are not usable by Tenant for a period of five
          (5) consecutive days, then Tenant, as its exclusive remedy, shall be
          entitled to a rental abatement to a fair and equitable extent until
          such services are reinstated. Except for such abatement of rent, no
          slowdown, interruption or temporary stoppage of the services to be
          provided by Landlord hereunder will in any manner or for any purpose
          relieve Tenant from its obligations under this Lease. Landlord is not
          liable for damage to persons or property, or in default under this
          Lease, as a result of any slow-down, interruption, or temporary
          stoppage. If the services provided by Landlord are interrupted to such
          an extent that the Leased Premises are not usable by Tenant for a
          period of thirty (30) consecutive days and reasonable accommodation
          (including all costs associated with a move) has not been made by
          Landlord for Tenant to continue to operate Tenant's business in an
          adjacent building, then Tenant may terminate this Lease and thereafter
          be released from all future obligations under this Lease.

                          ARTICLE V - USE AND OCCUPANCY

Section 5.01   Use and Occupancy

     (a)  The Leased Premises may be used and occupied by Tenant only for
          general business offices, including, but not limited to, facilities
          for brokerage services (including a trading floor) and associated
          ancillary uses and for no other purpose. Tenant shall use and maintain
          the Leased Premises in a clean, careful, safe, and proper manner and
          shall comply with all laws, ordinances, orders, rules, regulations and
          requirements of any kind imposed by any governmental authority (state,
          federal, county and municipal) applicable to or having jurisdiction
          over the use, occupancy, operation, and maintenance of the Leased
          Premises and the Building, including without limitation, all
          applicable environmental laws and the Americans With Disabilities Act
          of 1990 (ADA) (those laws, ordinances, orders, rules, decisions, and
          regulations hereafter referred to as "Applicable Law" or "Applicable
          Laws"). Landlord shall comply with all applicable Laws relating to the
          use, condition, access to and occupancy of the Building. Landlord
          represents that to the best of its knowledge on the Commencement Date
          the Leased Premises (if planned and by Landlord's architect and
          constructed by a contractor selected by Landlord) and the Building
          shall comply with Title III of the Americans With Disabilities Act and
          if the Premises do not so comply, then Landlord shall cause the
          Premises and the Building to so comply within a reasonable time
          thereafter.



                                       11

<PAGE>   19



     (b)  Tenant may not deface or injure the Leased Premises or the Building or
          any part thereof or overload the floors of the Leased Premises. Tenant
          may not commit waste or permit waste to be committed or cause or
          permit any nuisance on or in the Leased Premises or the Building.
          Tenant shall pay Landlord as Rent, after written notice and a
          reasonable opportunity to cure, for any damage to the Leased Premises
          or to any other part of the Building caused by any negligence or
          willful act or any misuse or abuse (whether or not the misuse or abuse
          results from negligence or willful acts) by Tenant or Tenant's
          employees.

     (c)  Tenant may not use or allow the Leased Premises to be used for any
          purpose prohibited by any Applicable Law applicable to the Building.
          Tenant and each of Tenant's employees shall conduct its business and
          occupy the Leased Premises so as not to create any material nuisance
          or interfere with, annoy, or disturb any other tenants in the Building
          or Landlord in its management of the Building (or its occupancy of
          portions of the Building).

     (d)  Tenant shall not erect, place, or allow to be placed any sign, symbol,
          advertising matter, stand, booth, or showcase in or upon the
          doorsteps, vestibules, halls, corridors, doors, walls, windows, or
          pavement of the Building visible outside the Leased Premises (except
          for lettering on the door or doors to the Leased Premises as allowed
          by the Rules and Regulations attached hereto as Exhibit D) without the
          prior consent of Landlord.

     (e)  Tenant may not use or allow or permit the Leased Premises to be used
          in any way or for any purpose that:

          (1)  is hazardous on account of the possibility of fire or other
               casualty, or hazardous substances;

          (2)  increases the rate of fire or other insurance for the Building or
               its contents or in respect of the operation of the Building; or

          (3)  renders the Building uninsurable at normal rates by responsible
               insurance carriers authorized to do business in the State of
               Texas or renders void or voidable any insurance on the Building.

          If insurance premiums are increased because of Tenant's use of the
          Leased Premises, then, in addition to any other remedies Landlord may
          have, Tenant shall pay the amount of the increase to Landlord as Rent
          within thirty (30) days after written notice of such increase from
          Landlord. If Tenant's use of the Leased Premises is modified,
          resulting in a reduction of the insurance premiums, Landlord agrees to
          then reduce the additional rent accordingly.


                                       12

<PAGE>   20
Section 5.02   Rules and Regulations

     Tenant and its employees, agents and licensees shall comply with the rules
     and regulations (as changed from time to time as hereinafter provided)
     attached as Exhibit D (the "Rules and Regulations"). Landlord may at any
     time make reasonable changes to the Rules and Regulations or promulgate
     other Rules and Regulations as Landlord deems advisable for the safety,
     care, cleanliness, or orderliness of the Building. No changes are effective
     until a copy of the changes is delivered to Tenant. Tenant is responsible
     for the compliance with the Rules and Regulations by Tenant's employees.
     Landlord shall use reasonable efforts to enforce compliance by all other
     tenants with the Rules and Regulations from time to time in effect, but
     Landlord is not responsible to Tenant for failure of any person to comply
     with the Rules and Regulations.

Section 5.03  Quiet Enjoyment

     If Tenant pays the Rent when due and timely performs all other obligations
     of Tenant under this Lease, then Tenant may peaceably and quietly enjoy the
     Leased Premises during the Lease Term without any disturbance from Landlord
     or from any other person claiming by, through, or under Landlord, subject
     to the terms of this Lease and of the deeds of trust, mortgages, ground
     leases, ordinances, leases, utility easements, agreements and other matters
     to which this Lease may be subordinate.

                ARTICLE VI - REPAIRS, MAINTENANCE AND ALTERATIONS

Section 6.01  Repair and Maintenance by Tenant

     (a)  Tenant shall keep the Leased Premises and all fixtures installed by or
          on behalf of Tenant in good and tenantable condition, normal wear and
          tear excepted. Tenant shall promptly make all necessary non-structural
          repairs and replacements thereto except those caused by fire or other
          casualty covered by Landlord's insurance on the Building, or resulting
          from Landlord or Landlord's employees or contractors negligence or
          willful misconduct, all at Tenant's expense and with the approval of
          Landlord. All repairs and replacements must be equal in quality to the
          original work, and all contractors and subcontractors performing such
          repairs and replacements must comply with the conditions specified in
          Section 6.02(a) hereinbelow. Without diminishing this obligation of
          Tenant, if Tenant fails to make any repairs and replacements within
          thirty (30) days after the occurrence of the damage or injury,
          Landlord may at its option after written notice make the repairs and
          replacements and Tenant shall pay Landlord on demand as Rent the costs
          incurred by Landlord plus an administrative fee equal to ten (10)
          percent of the costs.

     (b)  Tenant shall pay the cost of repairs and replacements due to damage or
          injury to the Building or any part thereof caused by any of Tenant's
          employees or by any malfunction or misuse of any equipment installed
          by or on behalf of Tenant unless improperly installed by Landlord's
          contractor. This amount is payable by Tenant to Landlord as Rent
          within thirty (30) days after written notice from Landlord. If


                                       13

<PAGE>   21

          Tenant requests Landlord to perform any maintenance or repairs to the
          Leased Premises, over and above the services required to be performed
          by Landlord pursuant to Article IV, Tenant shall pay the actual cost
          thereof, plus an administrative fee equal to ten (10) percent of the
          actual cost thereof, to Landlord as Rent within thirty (30) business
          days after demand.

Section 6.02   Alterations and Additions by Tenant

     (a)  Tenant may not make or permit any alterations, improvements or
          additions in or to the Leased Premises or the Building without
          Landlord's prior written consent, such consent not to be unreasonably
          withheld. All alterations, additions and improvements made to, or
          fixtures or other improvements placed in or upon, the Leased Premises,
          whether temporary or permanent in character, by either party (except
          only Tenant's movable trade fixtures, office furniture and equipment)
          are a part of the Building and are the property of Landlord when they
          are placed in the Leased Premises. Alterations, improvements and
          additions in and to the Leased Premises requested by Tenant must be
          made in accordance with plans and specifications approved in advance
          in writing by Landlord. All work must be performed at Tenant's expense
          either by Landlord or by contractors and subcontractors approved in
          advance by Landlord. If the work is not performed by Landlord, then
          all work performed by Tenant's contractors and subcontractors is
          subject to the following conditions:

          (1)  Each contractor and subcontractor must deliver evidence
               reasonably satisfactory to Landlord that the insurance specified
               by Landlord is in force prior to commencing work.

          (2)  Tenant shall insure that all workers are cooperative with
               Building personnel and comply with all Building Rules and
               Regulations.

          (3)  Tenant must deliver to Landlord evidence that Tenant has obtained
               all necessary governmental permits and approvals, if any are
               required, for the improvements or alterations prior to starting
               any work.

          (4)  All construction must be done in a good and workmanlike manner
               and is subject to approval by Landlord during and after
               construction, in its reasonable discretion.

          (5)  Lien releases from each contractor and subcontractor must be
               submitted to Landlord within five days after completion of the
               work performed by the contractor or subcontractor.

          (6)  Within thirty (30) days after completion of any improvements or
               alterations, Tenant, at its cost, shall deliver to Landlord two
               reproducible copies of "as-built" plans and specifications (1/8"
               scale) for each floor where alterations or improvements were
               made.


                                       14

<PAGE>   22

          (b)  All alterations and improvements must comply with all Applicable
               Laws. If Tenant's use of the Leased Premises causes Landlord to
               make any alterations or improvements to the Building to comply
               with the provisions of ADA or any other Applicable Laws, Tenant
               shall reimburse Landlord for the cost of the alterations or
               improvements within thirty (30) days after written notice.
               Neither Landlord's approval of Tenant's plans and specifications
               for the alterations or improvements nor Landlord's acceptance of
               Tenant's as-built plans is a confirmation or agreement by
               Landlord that the improvements and alterations comply with
               Applicable Laws.

          (c)  Within thirty (30) days after Tenant installs any telephone or
               data cables, whether or not in connection with an alteration or
               addition to the Leased Premises, Tenant, at its cost, shall
               deliver to Landlord two reproducible copies of "as-built" plans
               and specifications (1/8" scale) showing the location of the
               telephone and data cables.

Section 6.03   Mechanics' Liens - Tenant's Obligations

          Tenant may not cause or permit any mechanic's or materialman's lien to
          be placed upon Landlord's interest in the Building or the Leased
          Premises or any part thereof or against Landlord's interest under this
          Lease by any architect, contractor, subcontractor, laborer, or
          materialman performing any labor or furnishing any materials to Tenant
          for any improvement, alteration, or repair of or to the Leased
          Premises, the Building, or any part thereof. If any lien is filed on
          Landlord's interest in the Building or Tenant's interest in the Leased
          Premises, Tenant shall cause the same to be discharged of record
          within thirty (30) days after filing, or post a bond reasonably
          satisfactory to Landlord pending such discharge. If Tenant does not
          discharge the lien within the thirty (30) day period or post the bond,
          then, in addition to any other right or remedy of Landlord, Landlord
          may, but is not obligated to, discharge the lien by paying the amount
          claimed to be due or by procuring the discharge of the lien by deposit
          in court or bonding. Any amount paid by Landlord relating to any lien
          not caused by Landlord, and all reasonable legal and other expenses of
          Landlord, including reasonable attorneys' fees, in defending any
          action or in procuring the discharge of any lien, with interest
          thereon at the Interest Rate from date of payment by Landlord until
          paid by Tenant, is payable by Tenant to Landlord on demand as Rent.

Section 6.04   Maintenance and Repair by Landlord

          (a)  Landlord shall maintain the Building in a clean, and operable
               condition, and shall not permit or allow to remain any waste or
               damage to any portion of the Building. Landlord shall keep or
               cause to be kept (i) the roof, exterior walls, foundations,
               exterior canopies, gutters and water spouts, truck loading
               facilities and structural components of the Building, utility
               services extending to the service connections within the Leased
               Premises and those improvements located on the exterior of the
               Leased Premises, (ii) the Common Areas and (iii) all other
               improvements in a neat,



                                       15

<PAGE>   23

               clean and orderly condition (including repair and replacement),
               reasonable wear and tear excepted, and shall promptly repair any
               damage to such improvements.

          (b)  Landlord shall pay the cost of repairs and replacements due to
               damage or injury to the Leased Premises or Tenant's personal
               property located therein resulting from the negligence or willful
               misconduct of Landlord, or Landlord's employees, agents or
               contractors. Any amounts due Tenant pursuant to this paragraph
               6.04(b) shall be payable within thirty (30) days after written
               notice from Tenant to Landlord.

                   ARTICLE VII - INSURANCE, FIRE AND CASUALTY

Section 7.01        Tenant's Insurance

          (a)  Tenant shall, at its expense, maintain at all times a policy or
               policies of insurance insuring Tenant against all liability for
               injury to or death of a person or persons and for damage to or
               destruction of property occasioned by or arising out of or in
               connection with the use or occupancy of the Leased Premises or by
               the condition of the Leased Premises (including Tenant's
               contractual liability to indemnify and defend Landlord) with a
               combined single limit of $1,000,000 for bodily injury and
               property damages, or with increased limits as may be required
               from time to time by Landlord by giving notice to Tenant.
               Tenant's policies must be written by an insurance company or
               companies satisfactory to Landlord and licensed to do business in
               the State of Texas with Landlord and Landlord's manager named as
               additional insureds without restriction. If Tenant has an
               umbrella or excess policy, Tenant shall name Landlord and
               Landlord's manager as additional insureds without restriction on
               all layers of umbrella or excess policies. Tenant shall obtain a
               written obligation on the part of each insurance company to
               notify Landlord at least fifteen (15) days prior to cancellation
               of the insurance.

          (b)  Tenant shall deliver copies of its insurance policies or duly
               executed certificates of insurance to Landlord prior to occupying
               any part of the Leased Premises. Tenant shall deliver
               satisfactory evidence of renewals of the insurance policies to
               Landlord at least fifteen (15) days prior to the expiration of
               the respective policies. If Tenant fails to comply with these
               insurance requirements, Landlord may obtain the insurance and
               Tenant shall pay to Landlord on demand as additional Rent the
               premium cost thereof plus interest at the Interest Rate from the
               date of payment by Landlord until paid by Tenant.

          (c)  Tenant shall use its best efforts to insure that all contractors,
               subcontractors, moving companies and others performing work of
               any type for Tenant in the Building shall comply with the
               insurance requirements set out on Exhibit E attached hereto and
               incorporated herein by reference, as such requirements may be
               revised from time to time by Landlord.




                                       16
<PAGE>   24

Section 7.02   Landlord's Insurance

          Landlord shall, at all times during the Lease Term, maintain a policy
          of insurance insuring the Building against loss or damage by fire,
          explosion or other hazards and contingencies in amounts determined by
          Landlord. Tenant agrees that all personal property upon the Leased
          Premises shall be at the risk of Tenant only that the Landlord shall
          not be liable for any damage thereto or theft thereof. Tenant will not
          permit anything to be done which will in any way increase the rate of
          fire and casualty insurance on the Building or contents. If by reason
          of any act or conduct of business of Tenant there shall be any
          increase in the rate of insurance on the Building or contents created
          by Tenant's acts or conduct of business, such act or conduct shall
          constitute an event of default under this Lease and Tenant agrees to
          pay Landlord the amount of such increase on demand.

Section 7.03   Fire or Other Casualty

          (a)  If the Leased Premises or any part thereof are damaged by fire or
               other casualty, Tenant shall give prompt notice thereof to
               Landlord. If the Building is so damaged by fire or other casualty
               that, in Landlord's reasonable opinion and discretion,
               substantial alteration or reconstruction of the Building is
               required or desirable (whether or not the Leased Premises are
               damaged) or if any mortgagee under a mortgage or deed of trust
               covering the Building requires that the insurance proceeds
               payable as a result of the fire or other casualty be used to
               retire the mortgage debt, Landlord may, at its sole option,
               terminate this Lease by giving Tenant notice of termination
               within sixty (60) days after the date of the damage. If Landlord
               terminates this Lease under this Section, the Rent shall abate as
               of the date of the damage.

          (b)  If Landlord does not elect to terminate this Lease, Landlord
               shall, within seventy-five (75) days after Landlord's receipt of
               insurance proceeds relating to the damage, commence to repair and
               restore the Building (except that Landlord is not responsible for
               delays outside its control) to substantially the same condition
               in which it was immediately prior to the casualty. Landlord is
               not required to rebuild, repair, or replace any part of Tenant's
               furniture or furnishings or fixtures and equipment removable by
               Tenant under the provisions of this Lease. Landlord is not liable
               for any inconvenience or annoyance to Tenant or any Tenant's
               employees or injury to the business of Tenant resulting in any
               way from casualty damage or the repairs; provided, during the
               time and to the extent the Leased Premises are unfit for
               occupancy, Landlord shall either furnish Tenant with comparable
               office space at prevailing market rates or a fair diminution of
               Rent, the choice of which is at Landlord's sole discretion.

          (c)  If the damages are caused by the negligence or willful misconduct
               of Tenant or Tenant's employees, Rent does not abate. Any
               insurance carried by Landlord or Tenant against loss or damage to
               the Building or to the Leased Premises is for the sole benefit of
               the party carrying the insurance and under its sole control.


                                       17

<PAGE>   25

Section 7.04   Waiver of Subrogation

          Each party waives all claims that arise or may arise in its favor
          against the other party, or anyone claiming through or under them, by
          way of subrogation or otherwise, during the Lease Term or any
          extension or renewal thereof, for all losses of, or damage to, any of
          its property (whether or not the loss or damage is caused by the fault
          or negligence of the other party or anyone for whom the other party is
          responsible), which loss or damage is covered by valid and collectible
          fire and extended coverage insurance policies, to the extent that the
          loss or damage is recovered under the insurance policies. These
          waivers are in addition to, and not in limitation of, any other waiver
          or release in this Lease with respect to any loss or damage to
          property of the parties. Since these mutual waivers preclude the
          assignment of any claim by way of subrogation (or otherwise) to an
          insurance company (or any other person), each party shall immediately
          give each insurance company issuing to it policies of fire and
          extended coverage insurance written notice of the terms of these
          mutual waivers, and have the insurance policies properly endorsed, if
          necessary, to prevent the invalidation of the insurance coverages by
          reason of these waivers.

                           ARTICLE VIII - CONDEMNATION

          (a)  If all or substantially all of the Building is taken for any
               public or quasi-public use under any governmental law, ordinance
               or regulation or by right of eminent domain or is sold to the
               condemning authority in lieu of condemnation, then this Lease
               will terminate as of the date when physical possession of the
               portion of the Building is taken by the condemning authority. If
               less than all or substantially all of the Building is taken or
               sold, Landlord (whether or not the Leased Premises are affected)
               may terminate this Lease by giving notice to Tenant within sixty
               (60) days after the right of election accrues, in which event
               this Lease will terminate as of the date when physical possession
               of the portion of the Building is taken by the condemning
               authority.

          (b)  If this Lease is not terminated upon any taking or sale of less
               than all or substantially all of the Building:

               (1)  The Rent will be reduced by an amount representing that part
                    of the Rent properly allocable to the portion of the Leased
                    Premises taken or sold, if any; and

               (2)  Landlord shall, at Landlord's sole expense, restore the
                    Building to substantially its former condition to the extent
                    reasonably deemed feasible by Landlord, but:

                    (A)  Landlord's restoration obligation does not exceed the
                         scope of the work done by Landlord in originally
                         constructing the Building and installing Tenant finish
                         improvements in the Leased Premises; and


                                       18

<PAGE>   26

                    (B)  Landlord is not required to spend for the work an
                         amount in excess of the amount received by Landlord as
                         compensation or damages (over and above amounts going
                         to the mortgagee of the property taken) for the part of
                         the Building so taken.

          (c)  Landlord is entitled to receive all of the compensation awarded
               upon a taking of any part or all of the Building, including any
               award for the value of the unexpired Lease Term. Tenant is not
               entitled to and expressly waives all claim to any compensation;
               provided, Tenant is entitled to make a claim against the
               condemning authority and to receive any award from the condemning
               authority for moving costs and damages to Tenant's personal
               property, fixtures, loss of business and business interruption.

                    ARTICLE IX - INDEMNIFICATIONS AND WAIVER

SECTION 9.01   LIMITATIONS ON LIABILITY OF LANDLORD: WAIVER

          (a)  LANDLORD IS NOT LIABLE TO ANY TENANT, AND TENANT WAIVES ANY
               LIABILITY OF LANDLORD, FOR:

               (1)  ANY INJURY OR DAMAGE TO PERSON OR PROPERTY DUE TO THE
                    CONDITION OR DESIGN OF, OR ANY DEFECT IN, THE BUILDING THAT
                    EXISTS NOW OR OCCURS IN THE FUTURE, EXCEPT FOR LANDLORD'S
                    GROSS NEGLIGENCE OR WILLFUL MISCONDUCT;

               (2)  ANY INJURY OR DAMAGE TO PERSON OR PROPERTY DUE TO THE
                    BUILDING OR RELATED IMPROVEMENTS OR APPURTENANCES BEING OUT
                    OF REPAIR, OR DEFECTS IN OR FAILURE OF PIPES OR WIRING, OR
                    BACKING UP OF DRAINS, OR THE BURSTING OR LEAKING OF PIPES,
                    FAUCETS AND PLUMBING MIXTURES, OR GAS, WATER, STEAM,
                    ELECTRICITY, OR OIL LEAKING, ESCAPING, OR FLOWING INTO THE
                    LEASED PREMISES, UNLESS CAUSED BY LANDLORD'S WILLFUL
                    MISCONDUCT OR GROSS NEGLIGENCE;

               (3)  ANY LOSS OR DAMAGE CAUSED BY THE ACTS OR OMISSIONS OF OTHER
                    TENANTS IN THE BUILDING OR OF ANY OTHER PERSONS, EXCEPTING
                    ONLY THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF DULY
                    AUTHORIZED EMPLOYEES AND AGENTS OF LANDLORD; OR

               (4)  ANY LOSS OR DAMAGE TO PROPERTY OR PERSON OCCASIONED BY
                    THEFT, FIRE, ACT OF GOD, PUBLIC ENEMY, INJUNCTION, RIOT,
                    INSURRECTION, WAR, COURT ORDER, REQUISITION, ORDER OF
                    GOVERNMENTAL AUTHORITY, AND ANY OTHER CAUSE BEYOND THE
                    CONTROL OF LANDLORD.

          (b)  NOTWITHSTANDING THE FOREGOING OR ANYTHING ELSE TO THE CONTRARY
               CONTAINED IN THIS LEASE, THE LIABILITY OF LANDLORD TO TENANT FOR
               ANY DEFAULT OR INDEMNITY BY LANDLORD UNDER THIS LEASE IS LIMITED
               TO THE INTEREST OF LANDLORD IN THE BUILDING. NEITHER LANDLORD NOR
               ANY PARTNER, EMPLOYEE, AGENT, DIRECTOR, OR OFFICER OF LANDLORD
               HAS ANY PERSONAL LIABILITY FOR ANY AMOUNTS PAYABLE OR OBLIGATIONS
               PERFORMABLE BY LANDLORD UNDER THIS LEASE.


                                       19

<PAGE>   27



SECTION 9.02   TENANT'S INDEMNIFICATION OF LANDLORD; ASSUMPTION; EMPLOYEES'
               CLAIMS

          (a)  TENANT SHALL INDEMNIFY, DEFEND, AND HOLD LANDLORD HARMLESS FROM:

               (1)  ALL FINES, SUITS, LOSSES, COSTS, LIABILITIES, CLAIMS,
                    DEMANDS, ACTIONS, AND JUDGMENTS OF EVERY KIND AND CHARACTER
                    BY REASON OF ANY BREACH BY TENANT UNDER THIS LEASE; AND

               (2)  ALL CLAIMS, DEMANDS, ACTIONS, DAMAGES, LOSSES, COSTS,
                    LIABILITIES, EXPENSES, AND JUDGMENTS SUFFERED BY, RECOVERED
                    FROM, OR ASSERTED AGAINST LANDLORD DUE TO INJURY OR DAMAGE
                    TO PERSON OR PROPERTY TO THE EXTENT THAT THE DAMAGE OR
                    INJURY IS CAUSED, EITHER PROXIMATELY OR REMOTELY, WHOLLY OR
                    IN PART, BY AN ACT, OMISSION, NEGLIGENCE, OR MISCONDUCT OF
                    TENANT OR TENANT'S EMPLOYEES, OR WHEN THE INJURY OR DAMAGE
                    IS THE RESULT, PROXIMATE OR REMOTE, OF THE VIOLATION BY
                    TENANT OR ANY TENANT'S EMPLOYEES OF ANY APPLICABLE LAW, OR
                    WHEN THE INJURY OR DAMAGE IN ANY OTHER WAY ARISES OUT OF THE
                    OCCUPANCY OR USE BY TENANT OR ANY TENANT'S EMPLOYEES OF THE
                    LEASED PREMISES OR THE BUILDING.

          (b)  TENANT IS NOT REQUIRED TO INDEMNIFY, DEFEND, OR HOLD LANDLORD
               HARMLESS FROM ANY CLAIM, DEMAND, FINE, SUIT, LOSS, LIABILITY,
               ACTION OR JUDGMENT ARISING SOLELY FROM LANDLORD'S NEGLIGENCE OR
               WILLFUL MISCONDUCT.

          (c)  IF LANDLORD IS MADE A PARTY TO ANY LITIGATION COMMENCED BY OR
               AGAINST TENANT OR TENANT'S EMPLOYEES OR RELATING TO THIS LEASE OR
               TO THE LEASED PREMISES, THEN TENANT SHALL PAY ALL COSTS AND
               EXPENSES, INCLUDING ATTORNEYS FEES AND COURT COSTS, INCURRED BY
               OR IMPOSED UPON LANDLORD BY VIRTUE OF THE LITIGATION. THE AMOUNT
               OF ALL COSTS AND EXPENSES, INCLUDING ATTORNEY'S FEES AND COURT
               COSTS, IS A DEMAND OBLIGATION PAYABLE BY TENANT TO LANDLORD AS
               ADDITIONAL RENT BEARING INTEREST AT THE INTEREST RATE FROM THE
               DATE OF PAYMENT BY LANDLORD UNTIL PAID BY TENANT.

          (d)  TENANT, ASSUMES ALL RISKS OF INJURY OR DAMAGE TO PERSON OR
               PROPERTY, EITHER PROXIMATE OR REMOTE, BY REASON OF THE CONDITION
               OR DESIGN OF, OR ANY DEFECTS IN, THE LEASED PREMISES.

          (e)  EXCEPT AS OTHERWISE PROVIDED HEREIN, ALL PERSONAL PROPERTY IN THE
               LEASED PREMISES IS AT THE SOLE RISK OF TENANT.

          (f)  THE PROVISIONS OF THIS SECTION 9.02 SURVIVE THE EXPIRATION OR
               EARLIER TERMINATION OF THIS LEASE.


                                       20

<PAGE>   28

Section 9.03   Landlord's Indemnification of Tenant

          (a)  Landlord shall indemnify, defend and hold Tenant harmless from:

               (1)  all fines, suits, losses, costs, liabilities, claims,
                    demands, actions, and judgments of every kind and character
                    by reason of any breach by Landlord under this Lease; and

               (2)  all claims, demands, actions, damages, losses, costs,
                    liabilities, expenses, and judgments suffered by, recovered
                    from, or asserted against Tenant due to injury or damage to
                    person or property to the extent that the damage or injury
                    is caused, either proximately or remotely, wholly or in
                    part, by an act, omission, negligence, or misconduct of
                    Landlord or Landlord's employees, or when the injury or
                    damage is the result, proximate or remote, of the violation
                    by Landlord or any Landlord's employees of any Applicable
                    Law, or when the injury or damage in any other way arises
                    out of the ownership or control Landlord may have over the
                    leased Premises or the Building.

          (b)  Landlord is not required to indemnify, defend or hold Tenant
               harmless from any claim, demand, fine, suit, loss, liability,
               action or judgment arising solely from Tenant's negligence or
               willful misconduct.

          (c)  The provisions of this Section 9.03 survive the expiration or
               earlier termination of this Lease.

Section 9.04   No Implied Waiver

          The failure of Landlord to insist at any time upon the strict
          performance of any of the terms of this Lease or to exercise any
          option, right, power or remedy contained in this Lease is not a waiver
          of the right or remedy for the future. The waiver of any breach of
          this Lease or violation of the Rules and Regulations attached hereto
          does not prevent a subsequent act, which would have originally
          constituted a breach or violation, from having all the force and
          effect of an original breach or violation. No express waiver affects
          any terms other than the ones specified in the waiver and those only
          for the time and in the manner specifically stated. Acceptance by
          Landlord of any Rent after the breach of any of the terms of this
          Lease or violation of any Rule or Regulation is not a waiver of the
          breach or violation or the right to collect applicable late charges
          and interest, and no waiver by Landlord of any of the terms of this
          Lease is effective unless expressed in writing and signed by Landlord.

Section 9.05   Waiver by Tenant

          Tenant waives and surrenders for itself and all persons or entities
          claiming by, through, and under it, including creditors of all kinds:
          (A) any right and privilege which it or any



                                       21
<PAGE>   29

          of them has under any present or future constitution, statute, or rule
          of law to redeem the Leased Premises or to have a continuance of this
          Lease for the Lease Term after termination of Tenant's right of
          occupancy by order or judgment of any court or by any legal process or
          writ, or under the terms of this Lease, (B) the benefits of any
          present or future constitution, statute, or rule of law that exempts
          property from liability for debt or for distress for Rent, (C) any
          provision of law relating to notice or delay in levy of execution in
          case of eviction of a Tenant for nonpayment of Rent, and (D) any
          rights, privileges, and liens set out under Sections 91.004 and 93.003
          of the Texas Property Code (as amended), and Tenant exempts Landlord
          from any liability or duty thereunder.

Section 9.06   Hazardous Materials

          (a)  Tenant has no liability or responsibility with respect to
               Hazardous Substances, if any, which were placed or located within
               the Leased Premises or the Building prior to the Effective Date,
               but Tenant may not:

               (1)  cause or permit the escape, disposal, or release in the
                    Leased Premises or the Building of any biologically active,
                    chemically active, or hazardous substances or materials
                    (hereafter referred to as "Hazardous Substances"); or

               (2)  bring or permit or allow any Tenant's employee to bring, any
                    Hazardous Substances into the Leased Premises or the
                    Building.

               The term Hazardous Substances includes, but is not limited to,
               those described in the Comprehensive Environmental Response
               Compensation and Liability Act of 1980, as amended, 42 U.S.C.
               Section 9601 et seq., the Resource Conservation and Recovery Act,
               as amended, 42 U.S.C. Section 6901 et seq., the Texas Water Code,
               the Texas Solid Waste Disposal Act, and other applicable state or
               local environmental laws and the regulations adopted under those
               acts.

          (b)  If any lender or governmental agency requires testing to
               ascertain whether or not a release of Hazardous Substances has
               occurred in or on the Leased Premises or the Building based on
               probable cause that a release occurred and was caused by any
               Tenant or Tenant's employees, then Tenant shall reimburse the
               reasonable costs of the testing to Landlord as Rent within thirty
               (30) days from the date of written notice from Landlord.

          (c)  Tenant shall execute affidavits, representations, and the like
               from time to time at Landlord's request concerning Tenant's best
               knowledge and belief regarding the presence of Hazardous
               Substances in the Leased Premises and the Building.

          (d)  Tenant shall indemnify Landlord in the manner elsewhere provided
               in this Lease from any release of Hazardous Substances in or on
               the Leased Premises or the Building caused or permitted by any
               Tenant or Tenant's employees.



                                       22

<PAGE>   30

          (e)  Landlord may not cause or permit the escape, disposal, or release
               in the Building of any Hazardous Substances or bring, or
               knowingly permit any tenant to bring, any Hazardous Substances
               into the Building.

          (f)  The provisions of this Section 9.06 survive the expiration or
               earlier termination of this Lease.

                      ARTICLE X - ASSIGNMENT AND SUBLETTING

10.01  Assignment or Subletting Without Consent.

          (a)  Tenant may, subject to the below conditions, sublet or assign all
               or a portion of the Leased Premises so long as Tenant first
               offers back the Leased Premises to Landlord (in accordance with
               subparagraph d below).

          (b)  In the event Landlord elects not to terminate the Lease as to the
               portion of the Leased Premises Tenant desires to sublease or
               assign, the same shall be allowed if: (i) Tenant reconfirms in
               writing it is still liable in all respects under the Lease; (ii)
               Landlord reasonably approves the written sublease or assignment
               document; and (iii) such proposed subtenant or assignee does not
               violate (1) any exclusive rights to operate certain types of
               business in the building, and (2) the use of such proposed
               subtenant or assignee does not violate any material provision of
               the Lease, including, but not limited to, rules and regulations.

          (c)  In the event the Minimum Rent paid by any assignee or subtenant
               exceeds the Minimum Rent due from Tenant, Landlord shall be
               entitled to receive one-half (1/2) of such excess less one-half
               reasonable costs (including tenant build-out and brokerage
               commission) in addition to the Minimum Rent.

          (d)  Upon receipt of written notice from Tenant of its intent to
               sublet or assign Landlord may exercise an option to terminate the
               lease as to that portion of the Leased Premised Tenant desires to
               sublet or assign. In the event Landlord elects to exercise this
               right to terminate the Lease, Tenant shall surrender possession
               of the Lease Premises to Landlord on the later of (i) the
               proposed date of possession by the assignee or subtenant or (ii)
               ninety (90) days after the date of Landlord's notice of
               termination to Tenant.

          (e)  Landlord may not elect to exercise its option to terminate
               granted herein if the proposed subtenant or assignee is an
               affiliate or subsidiary of Tenant and the same shall be allowed
               hereunder.



                                       23

<PAGE>   31

                              ARTICLE XI - DEFAULT

Section 11.01 Default

          (a)  Each of the following shall constitute an "Event of Default" by
               Tenant:

               (1)  The Tenant abandons all or any part of the Leased Premises
                    and fails to pay one or more installments of Minimum Rent or
                    Additional Rent due hereunder; or, if Tenant is a
                    corporation or partnership, Tenant dissolves or liquidates;
                    or

               (2)  The filing of a petition to declare Tenant bankrupt or to
                    delay, reduce or modify Tenant's debts or obligations, or
                    for the appointment of a receiver or trustee of Tenant or
                    its property or for the winding up or liquidation of its
                    affairs; or if Tenant makes an assignment of the benefits of
                    Tenant's creditors or admits in writing Tenant's inability
                    to pay the debts due; or, if Tenant dissolves or liquidates;
                    and in either case does not pay any Rent due hereunder; or,

               (3)  The failure of Tenant to pay when due any subsequent
                    installment of Minimum Rent, or Additional Rent, or any
                    other money payments due hereunder, or any part thereof, and
                    such failure shall continue for a period of ten (10) days
                    after Landlord has delivered to Tenant written notice of
                    such failure provided, however, if Tenant fails to pay
                    installments of Rent, Additional Rent, or any other money
                    payments due hereunder on a timely basis: (i) on two or more
                    occasions during any calendar year; or (ii) in two or more
                    consecutive calendar months, then Landlord will thereafter
                    have no obligation to deliver any notice of default to
                    Tenant under the terms hereof and an "Event of Default" will
                    be deemed to have occurred immediately upon the failure of
                    Tenant to pay when due any installment of Rent, Additional
                    Rent, or any other money payments due hereunder, without any
                    grace period and without necessity of Landlord delivering
                    any notice of default to Tenant); or

               (4)  The failure of Tenant to fulfill or perform in whole or in
                    part, any material agreement or provision of this Lease
                    which is an obligation upon Tenant, other than the payment
                    of Rent, Additional Rent or any other money amounts due
                    hereunder, and such failure or nonperformance shall continue
                    for a period of thirty (30) days after written notice
                    thereof has been given by Landlord to Tenant; or

          (b)  Upon the occurrence of any Event of Default, Landlord shall have
               the option to do any one or more of the following without any
               notice or demand, in addition to and in limitation of any other
               remedy permitted by law or by this lease:

                                       24

<PAGE>   32

          (1)  Landlord may terminate this Lease and forthwith repossess the
               Leased Premises and be entitled to recover forthwith as damages a
               sum of money equal to the total of: (i) the cost of recovering
               the Leased Premises (including attorneys' fees and costs of
               suit); (ii) the unpaid Rent earned at the time of termination,
               plus interest thereon at Interest Rate; (iii) the entire amount
               of the total Rent payable during the remainder of the Lease Term;
               and (iv) any other sum of money and damages owed by Tenant to
               Landlord.

          (2)  Landlord may terminate Tenant's right of possession (but not this
               Lease) and may repossess the Leased Premises by forcible entry or
               detainer suit or otherwise, without demand or notice of any kind
               to Tenant and without terminating this Lease, in which event
               Landlord may (but shall be under no obligation to do so) relet
               the Leased Premises for the account of Tenant for such rent and
               upon such terms as shall be satisfactory to Landlord, in
               Landlord's sole and absolute discretion. For the purpose of such
               reletting, Landlord is authorized to make any repairs, changes,
               alterations, or additions in or to Leased Premises which Landlord
               may consider to be necessary, in Landlord's reasonable judgment.
               If Landlord shall fail or refuse to relet the Leased Premises,
               then Tenant shall pay to Landlord as damages a sum equal to the
               amount of the Rent and all other sums due hereunder, plus the
               cost of recovering possession of the Leased Premises, plus
               interest on all of the foregoing at the Interest Rate. If the
               Leased Premises are relet and a sufficient sum is not realized
               from such reletting (after paying the reasonable cost of
               recovering possession of the Leased Premises, plus all of the
               costs and expenses of repairs, changes, alterations, and
               additions to the Leased Premises, plus all expenses of reletting
               the Leased Premises, plus interest on all of the forgoing at the
               Interest Rate) to satisfy the Rent provided for in this Lease to
               be paid, plus all other sums owed by Tenant to Landlord, plus
               interest on all of the foregoing at the Interest Rate, then
               Tenant shall satisfy and pay any such deficiency to Landlord upon
               demand therefor from time to time, and Tenant agrees that
               Landlord may file suit to recover any sums falling due under the
               terms of this paragraph from time to time, and that no delivery
               or 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, nor shall
               such reletting be construed as an election on the part of
               Landlord to terminate this Lease unless a written notice of such
               intention be given to Tenant by Landlord. Notwithstanding any
               such reletting without termination, Landlord may at any time
               thereafter elect to terminate this Lease for such previous
               breach.

          (3)  Landlord may make such payments and/or take such actions
               (including, without limitation, entering upon or within the
               Leased Premises, by force if necessary) and do whatever Tenant is
               obligated to do under the terms of


                                       25

<PAGE>   33

               this Lease, and Tenant covenants and agrees to reimburse Landlord
               on demand for any expenses which Landlord may incur in effecting
               compliance with Tenant's obligations under this Lease, together
               with interest thereon at the Interest Rate from the date paid by
               Landlord.

          (4)  At any time after an Event of Default by Tenant has occurred
               hereunder, Landlord shall have the right to change or modify door
               locks on entry doors to the Leased Premises, and such right to
               modify or change locks shall continue so long as Tenant is in
               default hereunder. Landlord shall not be obligated to furnish
               Tenant with a new key or to allow Tenant to enter the Leased
               Premises, until and unless Tenant has cured any default
               hereunder. Landlord may take such action as is required to cure
               any breach or default by Tenant hereunder and bill Tenant for any
               expenses incurred by Landlord in curing such breach, and Tenant
               shall be obligated to pay such bill immediately upon its receipt
               by Tenant.

          (5)  Landlord shall have the right to cause a receiver to be appointed
               in any action against Tenant to take possession of the Leased
               Premises and/or to collect the rents or profits derived
               therefrom. The appointment of such receiver shall not constitute
               an election on the part of Landlord to terminate this Lease
               unless notice of such intention is given to Tenant.

          (6)  After terminating this Lease or Tenant's right to possession of
               the Leased Premises, Landlord may, without notice to Tenant or
               any other party, remove any and all personal property located in
               the Leased Premises and either dispose of or store such personal
               property at Tenant's expense.

          (7)  In addition to the other remedies provided in this Lease,
               Landlord shall be entitled, to the extent permitted by applicable
               law, to injunctive relief in case of the violation or attempted
               or threatened violation, of any of the provisions of this Lease,
               or to a decree compelling performance of any other provisions of
               this lease, or to any other remedy allowed at law or in equity.

     Notwithstanding any other remedy or provision set forth in this Lease: (i)
     if Landlord has made rent concessions of any type or character, or waived
     any rent, and Tenant defaults at any time during the term of this Lease,
     the rent concessions, including any waived rent, shall be canceled and the
     amount of the rent concessions shall be due and payable immediately as if
     no rent concessions or waiver of any rent had ever been granted; (ii) this
     Lease may be terminated by Landlord only by written notice of such
     termination to Tenant given in accordance with the notice provisions of
     this Lease, and no other act or omission of Landlord shall be construed as
     a termination of this Lease; (iii) all rights and remedies of Landlord
     herein or existing at law or in equity are cumulative and the exercise of
     one or more rights or remedies shall not be taken to exclude or waive the
     right to the exercise of any other; (iv) Tenant agrees that acceptance of
     full or partial payments by Landlord


                                       26

<PAGE>   34

     after notice of termination or forfeiture will not constitute a waiver of
     the default, termination, or forfeiture unless Landlord agrees to a waiver
     in writing, nor affect any legal proceedings taken or to be taken by
     Landlord except to reduce Tenant's obligation to Landlord by the amount of
     such payment; and (v) waiver by Landlord of any defaults or breaches by
     Tenant of any provisions of this Lease shall not bar Landlord thereafter
     from requiring prompt performance by Tenant of the obligations of this
     Lease, nor shall Landlord be barred thereafter from immediate exercise of
     any of Landlord's rights or remedies in case of continuing or subsequent
     default or violation by Tenant.

Section 11.02     Landlord's Lien

     (a)  Tenant hereby grants to Landlord a security interest to secure payment
          of all rent and other sums of money coming due hereunder from Tenant,
          and to secure payment of any damages or loss which Landlord may suffer
          by reason of the breach by Tenant of any covenant, agreement, or
          condition contained herein, upon all equipment, fixtures, furniture,
          improvements and other personal property of Tenant presently or which
          may hereafter be situated on the Leased Premises, and all proceeds
          therefrom. Such property shall not be removed from the Leased Premises
          at any time without the consent of the Landlord until all arrearages
          in rent as well as any other sums of money then due to Landlord
          hereunder shall first have been paid and discharged, and all the
          covenants, agreements, and conditions hereof have been fulfilled and
          performed by Tenant. In addition to any other remedies provided
          herein, in the event of default, Landlord may enter the Leased
          Premises and take possession of any and all equipment, fixtures,
          furniture, improvements and other personal property of Tenant situated
          upon the Leased Premises without liability for trespass or conversion.
          Landlord may sell the same at a public or private sale, with or
          without having such property at the sale, after giving Tenant
          reasonable notice as to the time and place of the sale. At such sale,
          Landlord or its assigns may purchase the Property unless such purchase
          is otherwise prohibited by law. Unless otherwise provided by law, the
          requirement of reasonable notice shall be met if such notice is given
          to Tenant at the address hereafter prescribed at least fifteen (15)
          days prior to the time of the sale. The proceeds of any such
          disposition, less all expenses connected with the taking of possession
          and sale of the property, including a reasonable attorney's fee, shall
          be applied as a credit against the indebtedness secured by the
          security interest granted in this paragraph. Any surplus shall be paid
          to Tenant and Tenant shall pay any deficiencies upon demand. Upon
          request by Landlord, Tenant will execute and deliver to Landlord a
          financing statement in a form sufficient to perfect the security
          interest of the Landlord in the aforementioned property and the
          proceeds thereof under the provision of the uniform commercial code in
          force in the State of Texas. The statutory lien for rent is not
          waived; the security interest herein granted is in addition and
          supplementary thereto.


                                       27

<PAGE>   35

     (b)  Landlord agrees to reasonably subordinate its Landlord's lien to any
          lender or similar entity which provides purchase money financing or a
          financing lease facility for furnishings and equipment located in the
          Leased Premises.

Section 11.03   Mitigation of Damages

     (a)  Both Landlord and Tenant shall each use commercially reasonable
          efforts to mitigate any damages resulting from a default of the other
          party under this Lease.

     (b)  Landlord and Tenant agree to the following criteria in connection with
          Landlord's obligation to mitigate damages after a default by Tenant
          under this Lease:

          (1)  Landlord will have no obligation to solicit or entertain
               negotiations with any other prospective tenants of the Leased
               Premises until and unless Landlord obtains full and complete
               possession of the Leased Premises, including without limitation,
               the final and unappealable legal right to relet the Leased
               Premises free of any claim of Tenant.

          (2)  Landlord will not be obligated to offer the Leased Premises to a
               prospective tenant when other premises suitable for that
               prospective tenant's use are (or soon will be) available in the
               Building or in any other building which is located in the
               vicinity of the Building and which is owned by Landlord or by any
               affiliate of Landlord. For all purposes under this Lease,
               affiliates of Landlord shall mean and include: (i) any person or
               entity owning or holding (directly or indirectly) any interest in
               Landlord; and (ii) any entity in which Landlord or any person or
               entity owning or holding any interest (directly or indirectly) in
               Landlord, owns or holds any interest (directly or indirectly).

          (3)  Landlord will not have any obligation to lease the Leased
               Premises for any rental less than the current rate then
               prevailing for similar space in the Building (or if no similar
               space is available in the Building, the current fair market
               rental then prevailing for similar space in comparable buildings
               in the same market area as the Building) nor shall Landlord be
               obligated to enter into a new lease under any terms or conditions
               that are unacceptable to Landlord under Landlord's then current
               leasing policies for comparable space in the Building.

          (4)  Landlord will not be obligated to enter into any lease with any
               prospective tenant whose presence or operations in the Building
               would: (i) disrupt the tenant mix or balance of the Building;
               (ii) violate any restriction, covenant or requirement contained
               in the lease of another tenant in the Building; (iii) adversely
               affect the reputation of the Building; or (iv) be incompatible
               with the operation of the Building as a first class office
               building.



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<PAGE>   36

          (5)  Landlord will not be obligated to enter into a lease with any
               prospective tenant which does not have, in Landlord's sole
               judgment and opinion, sufficient financial resources and
               operating experience to operate the Leased Premises in a first
               class manner and meet its financial obligations.

          (6)  Landlord will not be required to expend any amount of money to
               alter, remodel or otherwise make the Leased Premises suitable for
               use by any prospective tenant.

          (7)  Landlord will have no obligation to advertise or expend any sums
               of money to market the Leased Premises.

          If Landlord makes the Leased Premises available for reletting under
          the criteria set forth hereinabove, Landlord will be deemed to have
          fully satisfied Landlord's obligation to mitigate damages under this
          Lease and under any law or judicial ruling in effect on the date of
          this Lease or at the time of Tenant's default, and Tenant hereby
          waives and releases, to the fullest extent legally permissible, any
          right to assert in any action by Landlord to enforce the terms of this
          Lease, any defense, counterclaim, or rights of set-off or recoupment
          respecting the mitigation of damages by Landlord (or alleged failure
          by Landlord to adequately mitigate its damages), unless and to the
          extent Landlord maliciously or in bad faith fails to act in accordance
          with the requirements of this Section 11.03.

     (c)  Tenant's right to seek mitigation as a result of a default by Landlord
          under this Section 11.03 shall be conditioned on Tenant taking all
          actions reasonably required, under the circumstances, to minimize any
          loss or damage to Tenant's property or business, or to any of Tenant's
          officers, employees, agents, invitees, or other third parties that may
          be caused by any such default of Landlord.

                     ARTICLE XII - MISCELLANEOUS PROVISIONS

Section 12.01   Rights Reserved by Landlord

          Landlord reserves the following rights, which may be exercised by
          Landlord at any time and from time to time with notice and without
          liability to Tenant or Tenant's employees for damage or injury to
          property, persons, or business. The rights reserved by Landlord
          hereunder are as follows:

          (a)  To change the Building's name.

          (b)  To install, affix, and maintain any signs on the exterior and
               interior of the Building.


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<PAGE>   37

          (c)  To designate and approve, prior to installation, all types of
               window shades, blinds, drapes, awnings, window ventilators, and
               similar equipment, and to control all internal lighting that is
               visible from the exterior of the Building.

          (d)  To designate, restrict, and control all sources within the
               Building where Tenant may obtain ice, drinking water, towels,
               toilet supplies, catering, food and beverages, and like or other
               services on the Leased Premises and, in general, the exclusive
               right to designate, limit, restrict and control any business and
               any service in or to the Building and its tenants.

          (e)  To enter upon the Leased Premises at reasonable hours to clean
               and with reasonable notice (except in the case of an emergency)
               to inspect, or make repairs or alterations to the Leased Premises
               (but without any obligation to do so, except as expressly
               specified in this Lease), to make repairs or alterations to any
               part of the Building or the Building systems (including adjacent
               premises), to show the Leased Premises to prospective lenders,
               purchasers, and, during the last six (6) months of the Lease
               Term, to show the Leased Premises to prospective tenants at
               reasonable hours and, if the Leased Premises are vacant, to
               prepare them for re-occupancy.

          (f)  To retain at all times, and to use in appropriate instances, keys
               to all doors within and into the Leased Premises. No locks may be
               changed or added without the prior written consent of Landlord.

          (g)  To decorate and make repairs, alterations, additions, changes, or
               improvements, whether structural or otherwise, in and about the
               Building and for those purposes to enter upon the Leased Premises
               and, during the continuance of the work, temporarily close doors,
               entryways, public space, and corridors in the Building, to
               interrupt or temporarily suspend Building services and
               facilities, and to change the arrangement and location of
               entrances or passageways, doors and doorways, corridors,
               elevators, stairs, toilets, or other public parts of the
               Building, all without abatement or set-off of Rent or affecting
               any of Tenant's obligations under this Lease, so long as the
               Leased Premises are reasonably accessible and useable. Landlord
               will use its best efforts to conduct such activities in the
               Leased Premises during non-business hours.

          (h)  To have and retain a paramount title to the Leased Premises and
               the Building free and clear of any act of Tenant purporting to
               burden or encumber the Leased Premises or the Building.

          (i)  To grant to anyone the exclusive right to conduct any business or
               render any service in or to the Building, provided the exclusive
               right does not operate to exclude Tenant from the uses expressly
               permitted in this Lease.

          (j)  To approve the weight, size, and location of safes, heavy
               equipment, file cabinets, book shelves, and other heavy items in
               and about the Leased Premises and the



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<PAGE>   38

               Building and to reasonably require all those items and all
               furniture to be moved into and out of the Building and the Leased
               Premises only at times and in a manner specified by Landlord.
               Movements of Tenant's property into or out of the Building and
               within the Building are entirely at the risk and responsibility
               of Tenant.

          (k)  To have access for Landlord and other tenants in the Building to
               any mail chutes or other depositories located on the Leased
               Premises according to the rules of the United States Postal
               Service.

          (l)  To take reasonable measures as Landlord deems advisable for the
               security of the Building and its occupants including, without
               limitations the search of all persons entering or leaving the
               Building, the evacuation of the Building for cause, suspected
               cause, or for drill purposes, the temporary denial of access to
               the Building, and the closing of the Building after Building
               Standard Hours, subject to Tenant's right to admittance when the
               Building is closed after Building Standard Hours under reasonable
               regulations Landlord may prescribe from time to time.

          (m)  To transfer, assign or convey, in whole or in part, the Building
               and Landlord's rights under this Lease. If Landlord transfers,
               assigns, or conveys its rights under this Lease, Landlord is
               released from any obligations which arise under this Lease after
               the date of such transfer, conveyance or assignment and Tenant
               shall look solely to the successor in interest of Landlord for
               performance of the obligations of "Landlord" thereafter under
               this Lease.

          (n)  Landlord agrees no action shall be taken pursuant to this Section
               12.01 which will (i) detract from any signage of Tenant or (ii)
               materially limits the access or usage of Tenant and Tenant's
               employees or agents to the Building.

Section 12.02     Taxes on Tenant's Property

          Tenant shall pay, and indemnify, defend, and hold Landlord harmless
          against, all taxes levied or assessed against personal property,
          furniture, fixtures, or other improvements placed by or for Tenant in
          the Leased Premises. If any taxes for which Tenant is liable are
          levied or assessed against Landlord or Landlord's property and if
          Landlord is required to pay the taxes or if the assessed value of
          Landlord's property is increased by inclusion of personal property,
          furniture, fixtures, or other improvements placed by or for Tenant in
          the Leased Premises and Landlord elects to pay the increased taxes,
          Tenant shall pay to Landlord on demand as additional Rent that part of
          the taxes for which Tenant is liable under this Section.


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<PAGE>   39

Section 12.03     Attorneys' Fees and Legal Expenses

          If either party files litigation concerning the interpretation or
          enforcement of this Lease, the prevailing party is entitled to recover
          from the losing party the prevailing party's reasonable attorneys'
          fees, court costs, and expenses, both at the trial level and at the
          appellate level.




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<PAGE>   40

Section 12.04     Subordination

          (a)  This Lease and all rights of Tenant under this Lease are subject
               and subordinate to:

               (1)  any mortgage or deed of trust secured by a lien against the
                    Building;

               (2)  all increases, renewals, modifications, consolidations,
                    replacements, and extensions of any mortgage or deed of
                    trust; and

               (3)  all leases, restrictions, easements, and encumbrances
                    recorded in the Real Property Records of Travis County,
                    Texas, to the extent they validly affect the Building.

               Tenant shall, upon demand at any time or times, execute,
               acknowledge, and deliver to Landlord, or to Landlord's mortgagee,
               any instruments that may be requested by Landlord or any
               mortgagee of Landlord's to more effectively effect or evidence
               this subordination to any mortgage or deed of trust.

          (b)  If any mortgage or deed of trust against the Building is
               foreclosed, Tenant shall, upon request by the purchaser at the
               foreclosure sale:

               (1)  attorn to the purchaser and recognize the purchaser as
                    "Landlord" under this Lease; and

               (2)  execute, acknowledge, and deliver to the purchaser a
                    statement in appropriate form acknowledging the attornment.

          (c)  Tenant waives the provisions of any statute or rule of law, now
               or hereafter in effect, that may give or purport to give Tenant
               any right or election to terminate or otherwise adversely affect
               this Lease and the obligations of Tenant under this Lease if any
               foreclosure sale occurs. This Lease is not affected in any way
               whatsoever by any foreclosure sale unless the holder(s) of the
               indebtedness or other obligations secured by the mortgages or
               deeds of trust declare otherwise.

          (d)  As a condition to Tenant's agreement to these provisions,
               Landlord shall provide within ten (10) days of the Effective
               Date, a non-disturbance agreement, the form of which is attached
               hereto as Exhibit I from Landlord's mortgagees.

Section 12.05     Estoppel Certificates

          Tenant shall, from time to time within ten (10) days after receipt of
          a request for same, execute, acknowledge, and deliver to Landlord an
          Estoppel Certificate in substantially the form attached as Exhibit F.


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<PAGE>   41

Section 12.06     Financial Statements

          Tenant will, from time to time, within twenty (20) days after receipt
          of a request for same, furnish to Landlord copies of its most current
          financial statements as filed with the United States Securities and
          Exchange Commission. Landlord will be authorized to deliver such
          financial statements to any existing or proposed partner, investor,
          lender or purchaser, or any agent or employee of any such parties.

Section 12.07     Notices

          All notices, requests, approvals, and other communications required or
          permitted to be delivered under this Lease must be in writing and are
          effective:

          (a)  on the same business day sent, if sent by telecopier prior to
               5:00 P.M., Austin, Texas time and the sending telecopier
               generates a written confirmation of sending;

          (b)  the next business day after delivery on a business day to a
               nationally-recognized-overnight-courier service for prepaid
               overnight delivery;

          (c)  if orderly delivery of the mail is not then disrupted or
               threatened, in which event some method of delivery other than the
               mail must be used, 3 days after being deposited in the United
               States mail, certified, return receipt requested, postage
               prepaid; or

          (d)  upon receipt if delivered personally or by any method other than
               by telecopier (with written confirmation),
               nationally-recognized-overnight-courier service, or mail;

          in each instance addressed to Landlord or Tenant, as the case may be,
          at the address or the addresses (if more than one) specified for such
          party in the Basic Lease Provisions, or to any other address or
          addresses either party may designate by 10 days' prior notice to the
          other party.

Section 12.08     Business Purpose

          Tenant represents that this Lease is executed by Tenant, and all
          obligations of Tenant arising out of this Lease are, primarily for
          business or commercial purposes and not for personal, family, or
          household purposes.

Section 12.09     Severability

          Each of the terms of this Lease is, and must be construed to be,
          separate and independent. If any of the terms of this Lease or its
          application to any person or circumstances is to any extent invalid
          and unenforceable, the remainder of this Lease, or the application of
          that term to persons or circumstances other than those as to which it
          is invalid or unenforceable, are not affected thereby.


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<PAGE>   42


Section 12.10     No Merger

          The fact that the same person may acquire or hold, directly or
          indirectly, this Lease or the leasehold estate hereby created or any
          interest in this Lease or in the leasehold estate as well as the fee
          estate in the Leased Premises or any interest in the fee estate does
          not cause a merger of this Lease or of the leasehold estate hereby
          created with the fee estate in the Leased Premises.

Section 12.11     Force Majeure

          When this Lease prescribes a period of time for action to be taken by
          Landlord or Tenant, other than the payment of Rent hereunder, Landlord
          and Tenant are not liable or responsible for, and there is excluded
          from the computation for the period of time, any delays due to
          strikes, acts of God, shortages of labor or materials, war,
          governmental laws, regulations, restrictions, or any other cause of
          any kind that is beyond the control of Landlord or Tenant.

Section 12.12     Gender

          Words of any gender used in this Lease include any other gender and
          words in the singular number include the plural, unless the context
          otherwise requires.

Section 12.13     Joint and Several Liability

          If there is more than one Tenant, the obligations imposed upon Tenant
          under this Lease are joint and several. If Tenant is a general or
          limited partnership, each general partner of Tenant is jointly and
          severally liable for the obligations imposed upon Tenant under this
          Lease.

Section 12.14     No Representations

          Landlord or Landlord's agents made no representations or promises with
          respect to the Leased Premises or the Building except as expressly set
          forth in this Lease. No rights, easements, or licenses are acquired by
          Tenant by implication or otherwise except as expressly set forth in
          this Lease.



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<PAGE>   43

Section 12.15     Entire Agreement; Amendments

          This Lease is the entire agreement between the parties and supersedes
          all negotiations, considerations, representations, and understandings
          between Landlord and Tenant prior to the date hereof. No act or
          omission of any employee or agent of Landlord or of Landlord's Broker
          may alter, change, or modify any of the terms of this Lease. No
          amendment or modification of this Lease is binding unless expressed in
          a written instrument executed for that purpose by Landlord and Tenant.

Section 12.16     Section Headings

          The section headings in this Lease are for convenience only and in no
          way enlarge or limit the scope or meaning of the paragraphs in this
          Lease.

Section 12.17     Binding Effect

          All terms of this Lease are binding upon the respective heirs,
          personal representatives, successors, and, to the extent assignment is
          permitted, assigns of Landlord and Tenant.

Section 12.18     Counterparts

          This Lease may be executed in two or more counterparts, each of which
          is deemed an original and all of which together constitute one and the
          same instrument.

Section 12.19     Rental Tax

          Tenant shall pay as Rent all licenses, charges, and other fees of
          every kind and nature as and when they become due arising out of or in
          connection with Tenant's use and occupancy of the Leased Premises and
          the Building (including the adjacent parking garage), including but
          not limited to license fees, business license taxes, and privilege,
          sales, excise, or other taxes (other than income) imposed upon Rent or
          upon services provided by Landlord or upon Landlord in an amount
          measured by Rent received by Landlord.



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<PAGE>   44

Section 12.20     No Personal Liability of Landlord

          If Landlord shall fail to perform any covenant, term or condition of
          this Lease and, as a consequence, if Tenant shall recover a money
          judgment against Landlord, except in the case of a recovery for fraud,
          such judgment shall be satisfied only out of the proceeds received at
          a judicial sale upon execution and levy against the right, title and
          interest of Landlord in the Building and in the rents or other income
          from the Building receivable by Landlord, and neither Landlord nor
          Landlord's affiliate companies nor their respective owners, partners,
          venturers, shareholders, directors or officers shall have any
          personal, corporate or other liability hereunder. Tenant covenants and
          agrees not to bring suit against: (i) the owners, partners, venturers,
          shareholders, directors or officers of Landlord and/or affiliate of
          Landlord; or (ii) any affiliate of Landlord.

Section 12.21     Authority to Sign Lease

          If Tenant is a corporation or a partnership (general or limited), each
          person(s) signing this Lease as an officer or partner of Tenant
          represents to Landlord that such person(s) is authorized to execute
          this Lease without the necessity of obtaining any other signature of
          any other officer or partner, that the execution of this Lease has
          been authorized by the board of directors of the corporation or by the
          partners of the partnership, as the case may be, and that this Lease
          is fully binding on Tenant. Landlord reserves the right to request
          evidence of the approval of this Lease and authorization of Tenant's
          signatories to bind Tenant, which evidence shall be satisfactory in
          form and content to Landlord and its counsel.

Section 12.22     Execution and Approval of Lease

          Employees and agents of Landlord and of Landlord's Broker have no
          authority to make or agree to make a lease or any other agreement or
          undertaking in connection herewith. The submission of this Lease for
          examination and negotiation is not an offer to lease, agreement to
          reserve, or option to lease the Leased Premises. This Lease is
          effective and binding on Landlord only upon the execution and delivery
          of this Lease by Landlord and Tenant.

                      ARTICLE XIII - ADDITIONAL AGREEMENTS

          All additional agreements between Landlord and Tenant, if any, with
          respect to this Lease and the Leased Premises are set out on Exhibit G
          attached hereto and incorporated herein by reference.




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<PAGE>   45

                     ARTICLE XIV - EXHIBITS AND ATTACHMENTS

          The following exhibits are attached to and made a part of this Lease:
          Exhibit A [Land], Exhibit B [Leased Premises], Exhibit B-1 [Reserved
          Parking], Exhibit C [Building Core and Shell], Exhibit D [Building
          Rules and Regulations], Exhibit E [Insurance Requirements], Exhibit F
          [Estoppel Certificate], Exhibit G [Additional Agreements], Exhibit H
          [Option to Extend Lease Term] and Exhibit I [Subordination, Attornment
          and Non-Disturbance Agreement]. The Tenant Work Letter is also
          attached.

          This Lease is executed in multiple originals as of the Effective Date.

                                     LANDLORD:

                                     DESTA TWO PARTNERSHIP, LTD.,
                                     a Texas limited partnership

                                     By: DESTA TWO MANAGEMENT CORP., a Texas
                                         corporation, its general partner


                                     By:
                                         L. Paul Latham, President



                                     TENANT:

                                     WESTECH CAPITAL CORP., a New York
                                     corporation


                                     By:   /s/ JAY W. VAN ERT
                                           ------------------------------------
                                     Name: Jay W. Van Ert
                                           ------------------------------------

                                     Title: President
                                            -----------------------------------


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