<PAGE>

Premises at:               Nacogdoches at El Charro Road
                           San Antonio, Texas


                           J. C. PENNEY COMPANY, INC.,
                                    Landlord,


                                       TO


                          BSI BUSINESS SERVICES, INC.,

                                     Tenant.


                                    SUBLEASE


                                      INDEX

<TABLE>
<CAPTION>
Article                                                        Page
-------                                                        ----
<S>                                                            <C>
ACCESS TO DEMISED PREMISES...................................... 19
ALTERATIONS.AND IMPROVEMENTS....................................  9
APPLICABLE LAW.................................................. 20
ASSIGNMENT AND SUBLETTING....................................... 14
ATTORNEYS' FEES................................................. 21
CONDEMNATION.................................................... 12
COVENANT OF TITLE, AUTHORITY AND QUIET POSSESSION ..............  6
DAMAGE AND DESTRUCTION.......................................... 13
DEFAULT AND LANDLORD'S REMEDIES................................. 16
DEFINITIONS.....................................................  1
DEMISE OF PREMISES..............................................  4
ENTIRE AGREEMENT................................................ 22
HAZARDOUS MATERIALS............................................. 21
HOLDING OVER.................................................... 15
INDEMNIFICATION................................................. 11
INSURANCE....................................................... 10
INTERPRETATION..................................................  2
LANDLORD'S PROPERTY REPRESENTATIVE.............................. 19
LEGAL REQUIREMENTS..............................................  9
LIENS........................................................... 12
NOTICES......................................................... 19
OFFICE LEASE....................................................  3
OPTIONS TO EXTEND...............................................  4
PARKING AND ACCESS.............................................. 10
PARTIAL INVALIDITY.............................................. 20
REAL ESTATE TAXES AND OTHER TAXES............................... 10
REMEDIES CUMULATIVE............................................. 20
RENT............................................................  5
RENT RIDER AND EXHIBITS TO LEASE................................  3
RENT TAX........................................................ 15
REPAIRS.........................................................  9
SIGNS...........................................................  9
SUCCESSORS AND ASSIGNS; MODIFICATIONS .......................... 20
SURRENDER OF PREMISES........................................... 15
TENANT'S FIXTURES AND PERSONALTY................................  9
TENANT'S WORK...................................................  7
TERM............................................................  4
USE AND OPERATION OF DEMISED PREMISES...........................  7
UTILITIES.......................................................  9
WAIVER OF JURY TRIAL............................................ 20
WAIVER OF PERFORMANCE BY EITHER PARTY........................... 19

</TABLE>

RENT RIDER
EXHIBIT A - DESCRIPTION OF THE DEMISED PREMISE AND THE LAND
            ON WHICH THE DEMISED PREMISES ARE LOCATED
EXHIBIT B - SITE PLAN OF OFFICE BUILDING
EXHIBIT C - OFFICE LEASE


<PAGE>

                                    THIS INDENTURE OF SUBLEASE, dated as of
                           JANUARY 11, 1996, by and between J. C. PENNEY
                           COMPANY, INC. a Delaware corporation, with a
                           mailing address of P. O. Box 10001, Dallas, Texas
                           75301-2105 ("Landlord"), and BSI BUSINESS
                           SERVICES, INC., a Delaware corporation with
                           offices at 5001 Spring Valley Road, Farmers
                           Branch, Texas 75244-3910 ("Tenant").

                                    THE PARTIES HERETO DO HEREBY MUTUALLY
                           COVENANT AND AGREE AS FOLLOWS:

DEFINITIONS                         The following terms for purposes of this
                           lease shall have the meanings hereinafter
                           specified:

                                    (a) "COMMENCEMENT DATE" - the date upon
                           which this lease is fully executed and delivered.

                                    (b) "DEMISED PREMISES" - that portion of
                           the Penney Premises comprising the Office
                           Building, as such Office Building is shown on
                           Exhibit B attached hereto.

                                    (c) "EVENT OF DEFAULT" - as defined in the
                           "DEFAULT AND LANDLORD'S REMEDIES" article.

                                    (d) "FIXED RENT" - the rent payable under
                           paragraph A. of the Rent Rider.

                                    (e) "FLOOR AREA" - the number of square
                           feet of floor area at each level or story of the
                           Office Building lying within the exterior faces of
                           exterior walls (except party walls as to which the
                           center line, not the exterior faces shall be used
                           for measurement purposes).

                                    (f) "LEASE YEAR" - in the case of the
                           first Lease Year, the period commencing on the
                           commencement of the term hereof and expiring on
                           the 31st day of December, 1996; thereafter each
                           Lease Year hereunder shall comprise the next
                           following 12 month period, except that in the
                           event of the expiration or termination of this
                           lease, the last Lease Year hereunder shall end on
                           the date of such expiration or termination.

                                    (g) "LEGAL REQUIREMENTS" - Federal,
                           state, county and municipal laws, ordinances,
                           rules, regulations and orders, and the rules,
                           regulations

<PAGE>

                           and orders of all duly constituted governmental
                           agencies, authorities and subdivisions.

                                    (h) "PENNEY PREMISES" - the Office
                           Building and the land demised under the Office
                           Lease, including the Demised Premises.

                                    (i) "OFFICE BUILDING" - the building
                           located on the land described on Exhibit A.

                                    (j) "OFFICE LEASE" - that certain lease
                           dated as of June 9, 1981, by and between Hines
                           Industrial, Ltd., as lessor and Landlord, as
                           lessee, covering the Penney Premises, as amended.

                                    (k) "OVERLANDLORD" - the landlord under
                           the Office Lease.

                                    (l) "THIRD PARTY" - any party other than
                           Landlord or a corporation which controls, is
                           controlled by or is otherwise affiliated with
                           Landlord.

                                    (m) "UTILITY FACILITIES" - all water,
                           electric, gas, sanitary and storm sewer lines, other
                           utility lines, and appurtenant equipment providing
                           utility service for the Office Building.

INTERPRETATION                      For purposes of interpreting the provisions
                           of this lease the following shall apply:

                                    (a) The words "term of this lease", "the
                           term hereof", or words of like import shall be deemed
                           to refer to the initial term of this lease together
                           with any extension or renewal thereof.

                                    (b) Words and phrases used in the singular
                           shall be deemed to include the plural and vice versa,
                           and nouns and pronouns used in any particular gender
                           shall be deemed to include any other gender.

                                    (c) Captions throughout this lease and the
                           index are inserted only as a matter of convenience
                           and are not to be given any effect whatsoever in
                           construing this lease.

                                         2
<PAGE>

                                    (d) All charges and sums, in addition to
                           Fixed Rent, payable by Tenant to Landlord hereunder
                           shall be deemed additional rent.

                                    (e) Whenever in this lease it is provided
                           that a party shall or may perform any act, in the
                           absence of any provision to the contrary, such act
                           (i) may be performed by an agent of, or
                           independent contractor for, such party, and (ii)
                           shall be performed at the sole cost and expense of
                           such party.

                                    (f) Notwithstanding anything to the
                           contrary herein contained, whenever pursuant to
                           the Office Lease, Overlandlord or a Third Party is
                           responsible to Landlord for the performance of any
                           obligations which are also obligations of Landlord
                           under this lease, Landlord shall be deemed to have
                           complied with its obligation if it shall take
                           steps as are reasonable to cause Overlandlord or
                           such Third Party to comply with such obligations,
                           and Landlord shall have no other or further
                           obligation or liability to Tenant.

                                    (g) All words with capital initial
                           letters are defined terms, and shall have the
                           meanings ascribed thereto in the "DEFINITIONS"
                           article or as elsewhere defined in this lease.

OFFICE LEASE                        Landlord represents and warrants that
                           Exhibit C contains a true and correct listing of
                           the documents comprising the Office Lease. Tenant
                           acknowledges that it has received a copy of each
                           document comprising the Office Lease. It is
                           understood and agreed that Landlord is not the
                           owner of the Demised Premises, but that this lease
                           is a sublease under the Office Lease, hereinbefore
                           more fully described. Tenant represents and
                           acknowledges that it is familiar with all of the
                           terms, covenants, provisions and conditions of the
                           Office Lease and agrees that this lease is made
                           subject to all of such terms, covenants,
                           provisions and conditions of the Office Lease.

RENT RIDER                          Attached to this lease and hereby made a
AND EXHIBITS TO            part hereof are the following, which for the
LEASE                      purpose of identification have been initialed by
                           the parties hereto or their attorneys:

                                    RENT RIDER - a statement of the Fixed Rent
                           payable hereunder, together with provisions
                           pertaining to the payment thereof.

                                         3
<PAGE>


                                    EXHIBIT A - a description of land on
                           which the Office Building is located.

                                    EXHIBIT B - a site plan showing the
                           location of the Office Building.

                                    EXHIBIT C - a listing of the documents
                           comprising the Office Lease.

DEMISE                               Landlord hereby demises and leases
OF                         to Tenant and Tenant hereby leases from Landlord,
PREMISES                   the Demised Premises to have and to hold for the
                           term hereinafter set forth.

                                     Tenant acknowledges that it has
                           inspected the Demised Premises and accepts same
                           "as is", and acknowledges that Landlord has made
                           no representations or warranties in respect of the
                           Demised Premises, the condition thereof or the use
                           to which the Demised Premises may be devoted,
                           except to the extent, if any, expressly set forth
                           herein. Tenant further acknowledges that Landlord
                           shall not be liable to Tenant for any damage to
                           Tenant's personal property or leasehold
                           improvements occasioned by the condition of the
                           Office Building, including the roof, or otherwise,
                           or by breakage or stoppage of mains or pipes
                           therein or on other parts of the Office Building.

TERM                                 The term of this lease shall commence on
                           the date Landlord tenders delivery of possession of
                           the Demised Premises to Tenant, and shall expire on
                           January 31, 2002, unless extended or terminated as
                           provided herein.

OPTIONS                              Tenant shall have the right and option to
TO                         extend the term of this lease as hereinafter set
EXTEND                     forth, provided that all of the following express
                           conditions have been fully satisfied:

                           1.       During the term of this lease, no Event of
                                    Default has occurred.

                           2.       At the time Tenant exercises its option(s)
                                    to extend the term of this lease, Tenant is
                                    not in default under this lease.

                           3.       Under those certain Indentures of
                                    Sublease by and between Landlord and
                                    Tenant covering premises located at (a)
                                    Four Echelon Plaza, Laurel Road and
                                    Britton Place, Vorhees, New Jersey, (b)
                                    Park Central IV, Dallas, Texas, (c)
                                    Providence Towers, Farmers Branch, Texas,
                                    or (d) 5665 Foxridge, Mission, Kansas,
                                    Tenant


                                         4


<PAGE>


                                    is not in default and no Event of Default
                                    (as defined, respectively, therein) has
                                    occurred.

                           4.       At the time Tenant exercises its
                                    option(s) to extend the term of this
                                    lease, Tenant's minimum net worth as
                                    determined in accordance with generally
                                    accepted accounting principles is not
                                    less than Twenty Three Million Dollars
                                    ($23,000,000.00), and Tenant's working
                                    capital as determined in accordance with
                                    generally accepted accounting principles
                                    is not less than Eleven Million Dollars
                                    ($11,000,000.00), and Tenant so certifies
                                    in an affidavit signed by an independent
                                    certified public accountant.

                           5.       At the time Tenant exercises its
                                    option(s) to extend the term of this
                                    lease, Tenant's current ratio (i.e., the
                                    ratio of current assets to current
                                    liabilities) is not less than 1.62 to 1,
                                    and Tenant so certifies in an affidavit
                                    signed by an independent certified public
                                    accountant.

                           Provided Tenant has fully complied with conditions 1
                           through 5 above each time that Tenant exercises an
                           option to extend, then Tenant shall have two (2)
                           successive options to extend the term of the Lease
                           each for a separate additional period of five (5)
                           years, from the date upon which the term would
                           otherwise expire. Each such extension shall be upon
                           and subject to the same terms, covenants and
                           conditions, other than rent, as those specified in
                           this lease, except that Tenant may not exercise again
                           any option previously exercised. If Tenant elects to
                           exercise any of said options, it shall do so by
                           giving Landlord notice of such election at least
                           eighteen (18) months before the beginning of the
                           additional period for which the term of this lease is
                           to be extended by the exercise of such option. If
                           Tenant gives such notice, the term of this lease
                           shall be automatically extended for the additional
                           period of years covered by the option so exercised
                           without execution of an extension or renewal lease.
                           If Tenant shall exercise any of said options, then in
                           lieu of the rental specified in this lease, Tenant
                           shall pay Landlord the rent during the option periods
                           as provided for in the Rent Rider attached hereto.


RENT                              Effective as of the Commencement Date and
                           throughout the term hereof, Tenant shall pay to
                           Landlord, without offset or deduction, the rent
                           provided for in the Rent Rider without notice or
                           demand therefor.


                                         5


<PAGE>


COVENANT                              Landlord represents and warrants that
OF TITLE,                  Landlord has a good leasehold estate in the
AUTHORITY                  Demised Premises under and by virtue of the Office
AND QUIET                  Lease and has full right and lawful authority to
POSSESSION                 enter into and perform Landlord's obligations
                           under this lease, subject to the Office Lease, and
                           subject to all documents and matters to which this
                           lease and the Office Lease are subject and
                           subordinate. If Tenant shall perform its covenants
                           and discharge its obligations hereunder, Tenant
                           shall have and enjoy, during the term hereof, the
                           quiet and undisturbed possession of the Demised
                           Premises without hindrance or ejection by
                           Overlandlord, Landlord or any party claiming by,
                           through or under Overlandlord, Landlord, except as
                           otherwise provided herein, and Landlord will
                           defend Tenant in the peaceful and quiet possession
                           of the Demised Premises.

                                    Anything herein to the contrary
                           notwithstanding, Tenant acknowledges that this lease
                           is a sublease, subject and subordinate to the Office
                           Lease, and the aforesaid documents and matters.
                           Tenant further acknowledges that no right, power or
                           privilege granted to Tenant hereunder may be
                           exercised or enjoyed by Tenant, and no term, covenant
                           or condition of this lease benefiting Tenant or
                           binding Landlord shall be operative if, and to the
                           extent, that such exercise, enjoyment or operation
                           would not be permitted by or would violate or be in
                           conflict with any term, covenant or condition of the
                           Office Lease, and that in the event of the expiration
                           or termination of the estate of the tenant under the
                           Office Lease for any reason whatsoever, including but
                           not limited to, the exercise by landlord or tenant
                           thereunder of an option to terminate said estate, or
                           the nonexercise by the tenant thereunder of an option
                           to extend the term of the Office Lease, or the
                           partial termination of the tenant's estate under the
                           Office Lease by reason of such tenant's election to
                           exclude the Demised Premises from the premises
                           demised thereunder, this lease shall automatically
                           terminate on the day preceding the date of expiration
                           or termination of the estate of the tenant under the
                           Office Lease, and Landlord and Tenant shall thereupon
                           be relieved of all liability hereunder, except that
                           Tenant shall remain liable for the performance of all
                           obligations under this lease, actual or contingent,
                           which shall have arisen on or prior to the date of
                           the termination of this lease.


                                         6


<PAGE>


USE AND                             Tenant shall not use or occupy the Demised
OPERATION                  Premises or permit the Demised Premises to be used
OF DEMISED                 or occupied in violation of any Legal Requirements
PREMISES                   or in any manner which would violate the certificate
                           of occupancy for the Demised Premises. The Demised
                           Premises may be only occupied for general office
                           purposes. As an inducement to Landlord to enter into
                           this lease, Tenant covenants to continuously operate
                           the Demised Premises for the aforementioned specific
                           uses during normal business hours Monday through
                           Friday.

                                    Tenant will operate the Demised Premises
                           so as not to jeopardize or harm the reputation and
                           goodwill of Landlord or of the Office Building, and
                           shall at all times conduct its business in a
                           reputable and dignified manner and not in a
                           disreputable manner.

TENANT'S                            If during the term of this lease, Tenant
WORK                       desires to make any alterations or improvements to
                           the Demised Premises ("Tenant's Work"), Tenant
                           shall obtain Landlord's written approval before
                           commencing such work.

                                    In performing Tenant's Work, Tenant shall
                           comply with all reasonable requirements of Landlord
                           including the following specific requirements:

                                            (a)      Tenant's general contractor
                                                     and all subcontractors
                                                     shall be approved by
                                                     Landlord, which approval
                                                     shall not be unreasonably
                                                     withheld or delayed.

                                            (b)      At Landlord's request,
                                                     Tenant will cause its
                                                     general contractor to
                                                     furnish Landlord prior to
                                                     the commencement of
                                                     Tenant's Work with a
                                                     completion and payment
                                                     bond, naming both Landlord
                                                     and Tenant as
                                                     beneficiaries.

                                            (c)      Tenant's plans and
                                                     specifications shall show
                                                     any modifications to the
                                                     existing utility facilities
                                                     and sprinkler system.

                                            (d)      The installation of all
                                                     electrical facilities shall
                                                     conform to the National
                                                     Electric Code and meet the
                                                     requirements of Landlord's
                                                     fire


                                         7


<PAGE>


                                                     underwriter (presently
                                                     Factory Mutual Engineering
                                                     Association).

                                            (e)      All electrical equipment
                                                     and fixtures shall carry a
                                                     UL label.

                                            (f)      Tenant's plans shall show
                                                     all proposed roof
                                                     penetrations for vents and
                                                     equipment as well as
                                                     reinforcing curb work and
                                                     flashing incident thereto.

                                            (g)      Landlord shall have the
                                                     right to enter upon the
                                                     Demised Premises at all
                                                     reasonable times for the
                                                     purpose of inspecting
                                                     Tenant's Work; provided,
                                                     however, that such right
                                                     shall not be deemed to
                                                     impose any duty on
                                                     Landlord or in any way
                                                     affect Tenant's
                                                     obligation under the
                                                     "INDEMNIFICATION"
                                                     article.

                                            (h)      The approval by Landlord
                                                     of any feature of
                                                     Tenant's plans and
                                                     specifications shall not
                                                     be deemed an
                                                     acknowledgment by
                                                     Landlord as to the
                                                     correctness or adequacy
                                                     of any such feature.

                                            (i)      Tenant shall not store any
                                                     materials outside of the
                                                     Demised Premises.

                                            (j)      Tenant's contract with
                                                     its general contractor
                                                     and each subcontract
                                                     shall include a
                                                     guarantee that the work
                                                     covered by such contract
                                                     will be free from
                                                     defects in workmanship
                                                     and materials for a
                                                     period of at least one
                                                     year after substantial
                                                     completion of the work,
                                                     which guarantee shall
                                                     inure to the benefit of
                                                     Landlord as well as
                                                     Tenant.

                                            (k)      Tenant shall secure all
                                                     necessary alteration
                                                     permits as well as
                                                     whatever certificates of
                                                     occupancy may be
                                                     required in connection
                                                     with Tenant's use and
                                                     occupancy of the Demised
                                                     Premises.

                                         8
<PAGE>

                                            (l)      No such work shall violate
                                                     any of the provisions of
                                                     the Office Lease.


UTILITIES                           Beginning with the commencement of the
                           term, Tenant will pay for all utility services
                           directly to the utility company furnishing such
                           service.

                                    Landlord or Overlandlord shall have the
                           right upon reasonable notice to Tenant to cut off
                           and discontinue any utility service to the Demised
                           Premises for the purpose of effecting repairs to
                           Utility Facilities or in the case of an emergency,
                           and no such action by Landlord or Overlandlord or
                           any interruption of utility service shall be
                           deemed an eviction or disturbance of possession of
                           Tenant. Nothing contained in this paragraph shall
                           be deemed to modify Tenant's repair obligations as
                           otherwise provided for in this lease.

REPAIRS                              Tenant shall be responsible for all
                           repairs to the Demised Premises.

ALTERATIONS                         Tenant shall not make any alterations or
AND                        improvements to the Demised Premises, without the
IMPROVEMENTS               Landlord's written consent to each and every such
                           alteration or improvement.


LEGAL                               Tenant will comply with all Legal
REQUIREMENTS               Requirements respecting the use and occupancy of the
                           Demised Premises.

TENANT'S                            Upon the expiration or prior termination of
FIXTURES AND               the term hereof Tenant shall remove all of its
PERSONALTY                 fixtures and other personal property from the Demised
                           Premises, and shall repair any damage to the Demised
                           Premises caused by such removal. To the extent that
                           the same shall not be so removed, Landlord may at its
                           option (i) treat same as abandoned and dispose of
                           same in whatsoever manner it shall see fit without
                           being liable to Tenant in any way for such
                           disposition, or (ii) remove and store same on behalf
                           of and at the expense of Tenant, without liability to
                           Tenant for loss thereof or damage thereto.

SIGNS                               Tenant shall not erect or maintain any
                           signs on the exterior of the Demised Premises
                           except such signs which comply with the Office
                           Lease and which have been approved in writing by
                           Landlord (and the Overlandlord, if necessary).

                                         9
<PAGE>

PARKING                             Tenant shall have the right during the term
AND                        of this lease to use the parking areas and access
ACCESS                     drives located on the Penney Premises.

REAL ESTATE                         Tenant shall pay to Landlord within 10 days
TAXES AND                  after demand therefor all real estate taxes and
OTHER TAXES                special assessments due or which may become due in
                           respect of the Penney Premises for each Lease Year of
                           the term hereof. In the event Tenant pays to Landlord
                           estimated tax payments for a Lease Year in excess of
                           the actual taxes paid by Landlord for such Lease
                           Year, then Landlord shall credit such excess towards
                           Tenant's tax liability for the next succeeding year.
                           Such payments by Tenant to Landlord shall be
                           apportioned between Landlord and Tenant at the
                           commencement and then again at the expiration of the
                           term of this lease to the end that Tenant shall pay
                           all such sums only in respect of such periods of time
                           which fall within the term of this lease.

                                    Tenant shall pay as and when due all
                           personal property taxes, inventory taxes, business
                           license fees and other taxes incident to the
                           operation of Tenant's business, which if not paid
                           would become a lien on the Penney Premises or any
                           part thereof.


INSURANCE                           Throughout the term hereof, Tenant shall
                           keep the Office Building insured against loss or
                           damage by fire and the perils commonly covered
                           under the extended coverage endorsement to the
                           extent of at least that percentage of the full
                           replacement cost thereof (exclusive of the cost of
                           foundations, excavations and footings below the
                           lowest basement floor, without any deduction being
                           made for depreciation) necessary to keep Tenant
                           from being deemed a coinsurer as to the risks
                           covered.

                                    Throughout the term hereof, Tenant shall
                           maintain in full force and effect, a policy of
                           comprehensive public liability insurance covering the
                           Demised Premises and the business of Tenant with
                           limits of liability per occurrence of not less than:
                           $3,000,000.00 for injury to or death of any one
                           person, $3,000,000.00 for injury to or death in any
                           one accident and $1,000,000.00 for loss of or damage
                           to property (including property of Landlord) or
                           $4,000,000.00 combined single limit for injury to or
                           death of persons and loss of or damage to property,
                           which insurance shall provide contractual coverage of
                           Tenant's liability to Landlord assumed under the
                           "INDEMNIFICATION" article.

                                    Throughout the term hereof, Tenant shall
                           keep in full force and effect workers' compensation

                                         10
<PAGE>

                           insurance and employer's liability insurance
                           affording (i) protection under the workers'
                           compensation law of the State in which the Penney
                           Premises are located and (ii) employer's liability
                           protection with limits of not less than
                           $1,000,000.00.

                                    At all times during the performance of any
                           Tenant's Work, Tenant shall maintain in full force
                           and effect "all risk" builder's risk insurance for
                           the full replacement value of such Tenant's Work.

                                    All insurance required to be maintained by
                           Tenant pursuant to this article shall be written by
                           companies licensed to do business in the State in
                           which the Penney Premises are located, and shall name
                           as insureds Tenant, Landlord, the Overlandlord, and
                           any other parties required to be so named under the
                           Office Lease. All such insurance may be maintained in
                           whole or in part under blanket policies covering
                           other locations of Tenant. Prior to the commencement
                           of the term hereof, Tenant shall furnish Landlord
                           with certificates evidencing the existence of the
                           insurance required to be carried by Tenant pursuant
                           to this article, which certificates shall specify
                           that the insurance evidenced thereby will not be
                           canceled or materially changed unless the insurer has
                           given Landlord at least 30 days' prior written
                           notice, and the certificate evidencing the public
                           liability notice shall also state that such insurance
                           covers the liability of Tenant assumed under the
                           "INDEMNIFICATION" article.

                                    Anything in this lease to the contrary
                           notwithstanding, Landlord shall not be liable to
                           Tenant or to any insurance company insuring Tenant
                           for any loss or damage to any property of Tenant
                           located on the Demised Premises which was or could
                           have been covered by fire and extended coverage or
                           water damage insurance even though such loss or
                           damage may have been occasioned by the negligence of
                           Landlord, its agents or employees, nor shall Tenant
                           be so liable to Landlord for any loss or damage to
                           the Demised Premises, but only to the extent that the
                           tenant under the Office Lease is relieved under the
                           Office Lease of such liability to Overlandlord.

INDEMNIFICATION
                                    Tenant shall defend, indemnify and hold
                           harmless Landlord and its employees and agents, and
                           any other parties required to be indemnified by
                           Landlord pursuant to the Office Lease and their
                           employees and agents, from and against any and all
                           costs, losses and expenses, liability, damages,
                           settlements and claims for damages (including

                                         11
<PAGE>



                           reasonable attorney's fees and the costs of
                           defending any action) suffered, incurred, or
                           arising from or as a result of (a) injury to or
                           death of persons, or damage to or destruction of
                           property, occurring on the Demised Premises, (b)
                           the actual or alleged negligence or willful acts
                           or omissions of Tenant or any subtenant of Tenant,
                           and their respective employees or agents,
                           regardless of where such negligence, acts or
                           omissions occurred, (c) Tenant's use or occupancy
                           of the Demised Premises or its operations therein,
                           and (d) the breach by Tenant of any of the terms
                           of this lease or Tenant's failure to perform any
                           of its obligations hereunder. The foregoing
                           indemnity agreement shall in no way be deemed
                           released, waived, modified or limited in any
                           respect by reason of any insurance, or surety bond
                           furnished by any contractor of Tenant or any
                           allegation or judicial determination that the
                           claim in question arose as a result of or was
                           based upon the acts, omissions or negligence of
                           Landlord.

LIENS                               Tenant will not permit any mechanic's,
                           materialman's or like statutory lien to be placed
                           upon the Demised Premises or any part thereof.  If
                           any such lien shall be filed as the result of work
                           done on or materials furnished to the Demised
                           Premises by or for Tenant, Tenant shall cause same
                           to be discharged of record within 20 days, failing
                           which Landlord may pay same, without inquiring as
                           to the validity of same, and Tenant shall
                           forthwith reimburse Landlord for the amount so
                           paid.  Nothing in this lease shall be construed as
                           constituting the consent or request of Landlord,
                           expressed or implied by inference or otherwise,
                           to any contractor, subcontractor, laborer or
                           materialman for the performance of any labor or
                           services or the furnishing of any materials for
                           any improvement, alteration, addition or repair of
                           or to the Demised Premises or any part thereof.

                                    Tenant shall give Landlord at least 10
                           days' prior notice of Tenant's intention to
                           commence any Tenant's Work to the Demised Premises
                           such work and shall take such steps as are
                           permitted under the mechanic's lien law of the
                           State where the Demised Premises are located to
                           avoid or limit the filing of mechanic's,
                           materialmen or like liens against the Demised
                           Premises.

CONDEMNATION                        If 50% or more of the Floor Area of the
                           Demised Premises shall be taken by condemnation,
                           and this lease shall not terminate because neither
                           Landlord nor Overlandlord shall have elected to
                           terminate the term of the Office Lease or exclude
                           the Demised Premises from the Office Lease as a

                                         12
<PAGE>

                           result of such taking, then Tenant shall have the
                           option of terminating the term of this lease by
                           giving Landlord notice to such effect within 60
                           days after the taking of title by the condemning
                           authority, and upon such notice being given the
                           term of this lease shall terminate.  If less than
                           50% of the Floor Area of the Demised Premises
                           shall be so taken, or if 50% or more of such Floor
                           Area shall be so taken and Tenant does not elect
                           to terminate the term of this lease, Landlord
                           shall restore the building on the Demised Premises
                           to anarchitectural whole, but only to the extent
                           that the net proceeds of the condemnation award
                           designated for or fairly attributable to the
                           Demised Premises received by Landlord will defray
                           the cost of such restoration.

                                    If the term of this lease terminates as the
                           result of any condemnation, any unearned rent and
                           other charges shall be refunded by Landlord to
                           Tenant; if the term of this lease does not so
                           terminate, the Fixed Rent and any additional rent
                           shall be reduced proportionally with the Floor Area
                           taken by such condemnation. During the course of any
                           restoration work being performed by Landlord, the
                           Fixed Rent fairly allocable to the space which is
                           being restored shall abate until such restoration
                           work shall have been completed.


                                    Any award to which Landlord or Tenant may be
                           entitled by reason of any condemnation of all or any
                           part of the Penney Premises, including the Demised
                           Premises, and any award or payment in respect of
                           Tenant's leasehold estate, shall belong to and be the
                           property of Landlord, and Tenant hereby assigns to
                           Landlord all rights which it may have in and to any
                           such award or payment. Notwithstanding the foregoing,
                           Tenant shall be entitled, to the extent permitted by
                           the condemning authority, to make a separate claim
                           for its damages in respect of its moving expenses and
                           any of its trade fixtures taken by the condemning
                           authority and for any other award specifically
                           payable by law to tenants; provided, however, that
                           any claim or award for such damages shall not reduce
                           or adversely affect any award or payment to which
                           Landlord, or Overlandlord as landlord under the
                           Office Lease, would otherwise be entitled but for
                           this sentence.


DAMAGE AND                          If the Demised Premises shall be damaged
DESTRUCTION                or destroyed in whole or in part, by fire or other
                           casualty required to be insured against by Tenant
                           hereunder Tenant shall at Landlord's option,
                           either (i) restore the Demised Premises in accordance
                           with as-built plans and specifications for the
                           damaged or destroyed improvements provided


                                         13


<PAGE>


                           to Tenant by Landlord, or (ii) deliver the
                           insurance proceeds to Landlord.

                                    During the course of restoration of the
                           Demised Premises there shall be no abatement of rent
                           unless the Demised Premises shall have been rendered
                           untenantable by reason of such damage or partial
                           destruction, in which case the Fixed Rent and the
                           additional charges (other than utilities) shall abate
                           until the Demised Premises shall once again become
                           tenantable.


ASSIGNMENT                          Except as provided in the immediately
AND                        succeeding sentence, Tenant shall not assign this
SUBLETTING                 lease, sublet the Demised Premises in whole or in
                           part, grant any license or concession or other
                           right of occupancy in respect of the Demised
                           Premises, or encumber its rights under this lease
                           without the prior consent of Landlord in each
                           instance first had and obtained, and any attempted
                           assignment, subletting, grant of license or
                           concession, or encumbrance made without such
                           consent shall be absolutely void. Tenant may
                           assign this lease to any successor that acquires
                           all or substantially all of the assets or business
                           of Tenant, whether by asset sale, merger or
                           otherwise, provided that at the time of such
                           assignment all of the following express conditions
                           have been fully satisfied:

                           1.       During the term of this lease, no Event of
                                    Default has occurred;

                           2.       At the time of such assignment, Tenant is
                                    not in default under this lease;

                           3.       Under those certain Indentures of
                                    Sublease by and between Landlord and
                                    Tenant covering premises located (a) Four
                                    Echelon Plaza, Laurel Road and Britton
                                    Place, Vorhees, New Jersey, (b) Park
                                    Central IV, Dallas, Texas, (c) Providence
                                    Towers, Farmers Branch, Texas, or (d)
                                    5665 Foxridge, Mission, Kansas, Tenant is
                                    not in default and no Event of Default
                                    (as defined, respectively, therein) has
                                    occurred;

                           4.       At the time of such assignment, Tenant's
                                    minimum net worth as determined in
                                    accordance with generally accepted
                                    accounting principles is not less than
                                    Twenty Three Million Dollars
                                    ($23,000,000.00) and Tenant's working
                                    capital as determined in accordance with
                                    generally accepted accounting principles
                                    is not less than Eleven Million Dollars
                                    ($11,000,000.00), and Tenant so certifies
                                    in an affidavit signed by an independent
                                    certified public accountant; and

                                         14
<PAGE>

                           5.       At the time of such assignment, Tenant's
                                    current ratio (i.e., the ratio of current
                                    assets to current liabilities) is not
                                    less than 1.62 to 1, and Tenant so
                                    certifies in an affidavit signed by an
                                    independent certified public accountant.

                           If this lease shall be assigned or the Demised
                           Premises or any part thereof be sublet, as above
                           provided, Landlord may, after an Event of Default,
                           collect rent from the assignee or subtenant, as the
                           case may be, and apply the net amount received
                           against the rent reserved hereunder. No such
                           assignment, subletting or grant shall be deemed to
                           release Tenant, or any guarantor of Tenant's
                           obligations hereunder, from any of Tenant's
                           obligations under this lease, and Tenant shall remain
                           primarily liable for such obligations.


SURRENDER                           On the expiration or earlier termination
OF PREMISES                of the term hereof Tenant shall surrender
                           possession of the Demised Premises to Landlord,
                           together with the keys thereto, in the same
                           condition as at the commencement of the term,
                           normal wear and tear excepted. No act or thing
                           done by Landlord or its agents during the term
                           hereof shall be deemed an acceptance of a
                           surrender of the Demised Premises, and no
                           agreement to accept a surrender of the Demised
                           Premises shall be valid unless the same be made in
                           writing and subscribed by the Landlord.

                                    For the period of 180 days prior to the
                           expiration of the term hereof, Landlord shall have
                           the right to display on the exterior of the building
                           on the Demised Premises (but not in any window or
                           doorway thereof) a sign advertising that the Demised
                           Premises is for rent, and during such period Landlord
                           may show the Demised Premises to prospective tenants
                           during normal business hours.


HOLDING OVER                        Should Tenant, or any of its successors in
                           interest, hold over the Demised Premises, or any
                           part thereof, after the expiration of the term of
                           this lease, unless otherwise agreed in writing,
                           such holding over shall constitute and be
                           construed as a tenancy from month-to-month only,
                           at a Fixed Rent rental equal to the Fixed Rent
                           payable for the last month of the term of this
                           lease.  The foregoing shall not, however, be
                           construed as Landlord's consent for Tenant to hold
                           over.

RENT TAX                            Tenant shall pay any tax which may
                           hereafter be imposed upon the rent payable
                           hereunder, and if any such tax shall be imposed
                           upon Landlord, Tenant shall reimburse Landlord for
                           the amount

                                         15
<PAGE>


                           thereof within 30 days after payment thereof by
                           Landlord; provided, however Landlord shall pay any
                           federal, state or local income taxes imposed on
                           Landlord's income from this lease.


DEFAULT AND                         Each of the following events ("Event of
LANDLORD'S                 Default") shall be deemed to be a default by Tenant
REMEDIES                   under this lease:

                                            (a) Tenant shall fail to pay any
                                    installment of the rent hereby reserved or
                                    pay any additional rent, and such failure
                                    shall continue for (i) a period of 10 days
                                    after notice thereof from Landlord, or (ii)
                                    for a period of 10 days after the due date
                                    if Landlord shall have previously given
                                    Tenant 3 or more notices for prior defaults
                                    in the payment of rent.

                                            (b) Tenant shall fail to comply with
                                    any term, provision, or covenant of this
                                    lease, other than the payment of rent, and
                                    such failure shall persist for 20 days after
                                    notice thereof to Tenant.

                                            (c) Tenant shall make an assignment
                                    for the benefit of creditors.

                                            (d) Tenant shall file a petition
                                    under any section or chapter of the National
                                    Bankruptcy Code, as amended, or under any
                                    similar law or statute of the United States
                                    or any State thereof; or Tenant shall be
                                    adjudged bankrupt or insolvent in
                                    proceedings filed against Tenant thereunder,
                                    and such adjudication shall not be vacated
                                    or set aside or stayed within 120 days.

                                            (e) A receiver or trustee shall be
                                    appointed for all or substantially all of
                                    the assets of Tenant and such receivership
                                    shall not be terminated or stayed within 120
                                    days.

                                    If Tenant fails (a) to perform any of its
                           obligations hereunder and such failure (i) if it
                           relates to a matter which is not of an emergency
                           nature, shall persist for a period of 10 days after
                           Landlord shall have given Tenant notice of such
                           failure (or if such failure cannot with due diligence
                           be cured within such 10 day period, if Tenant shall
                           fail to proceed to cure such failure within such 10
                           day period and thereafter prosecute the curing of
                           such failure with due diligence), or (ii) if it
                           relates to a matter which in Landlord's

                                         16
<PAGE>

                           judgment reasonably exercised is of an emergency
                           nature, shall remain uncured for a period of 24
                           hours after Landlord shall have given Tenant
                           notice of such failure, or (b) to make any payment
                           which Tenant agrees to make, then Landlord shall
                           have the right to perform such obligation, or make
                           such payment, as Tenant's agent, and in Landlord's
                           sole discretion as to the necessity therefor, and
                           the full amount of the cost and expense entailed
                           in performing such obligation, or of the payment
                           so made, together with interest thereon at the
                           maximum legal rate from the date of payment, shall
                           immediately be owing by Tenant to Landlord as
                           additional rent.

                                    This lease and the term and estate hereby
                           granted are subject to the limitation that
                           whenever an Event of Default shall have happened
                           and be continuing, Landlord shall have the right
                           at its election, then or at any time thereafter
                           while any such Event of Default shall continue,
                           and notwithstanding the fact that Landlord may
                           have some other remedy hereunder or at law, to
                           give Tenant notice of its intention to terminate
                           the term of this lease on a day specified in such
                           notice, which date shall not be less than 5 days
                           after the date of giving of such notice, and on
                           the date specified in any such notice, all right,
                           title and interest of Tenant hereunder shall
                           thereupon expire, and Tenant shall then quit the
                           Demised Premises and surrender the same to
                           Landlord but shall remain liable as hereinafter
                           provided. In the event any such notice is given,
                           Landlord shall have the immediate right of
                           re-entry and possession of the Demised Premises
                           and the right to remove all persons and property
                           therefrom. Should Landlord elect to re-enter as
                           herein provided or should Landlord take possession
                           pursuant to legal proceedings or pursuant to any
                           notice provided for by law, Landlord may from time
                           to time re-let the Demised Premises or any part
                           thereof for such term or terms and at such rental
                           or rentals and upon such terms and conditions as
                           Landlord may deem advisable with the right to make
                           alterations in and repairs to the Demised Premises.

                                    If the term of this lease shall have been
                           terminated as above provided or as otherwise
                           permitted by law, Landlord may enter upon the Demised
                           Premises, and again have, repossess and enjoy the
                           same as if this lease had not been made, and in any
                           such event, neither Tenant nor any person claiming
                           through or under Tenant shall be entitled to
                           possession or to remain in possession of the Demised
                           Premises but shall forthwith quit and surrender the
                           Demised Premises.

                                         17
<PAGE>

                                    If Landlord shall re-enter and obtain
                           possession of the Demised Premises by reason of or
                           following an Event of Default, whether or not the
                           term of this lease shall have terminated, (i)
                           Landlord shall have the right, without notice, to
                           repair or alter the Demised Premises in such
                           manner as to Landlord may seem necessary or
                           advisable so as to put the Demised Premises in
                           good order and to make the same rentable, and
                           shall have the right, at its option, to re-let the
                           Demised Premises or any part thereof, and Tenant
                           shall pay on demand all expenses incurred by
                           Landlord in obtaining possession, and in altering,
                           repairing and putting the Demised Premises in good
                           order and condition, and in re-letting the same,
                           including fees of attorneys, architects, and other
                           experts, and also any other legitimate expenses or
                           commissions, and (ii) Tenant shall pay Landlord
                           upon the rent payment dates specified herein, in
                           each year following such re-entry until the end of
                           the term of this lease, the sums of money which
                           would have been payable by Tenant as rent and
                           additional rent hereunder upon said payment dates
                           if Landlord had not re-entered and resumed
                           possession of the Demised Premises, deducting only
                           the net amount of rent, if any, which Landlord
                           shall actually receive in the meantime from and by
                           any re-letting of the Demised Premises, and Tenant
                           shall remain liable for all sums, aforesaid, as
                           well as for any deficiency. Landlord shall have
                           the right from time to time to begin and maintain
                           successive actions or other legal proceedings
                           against Tenant for the recovery of such deficiency
                           or damages or for a sum equal to any installment
                           or installments of rent and any other sums payable
                           hereunder, and to recover the same upon the
                           liability of Tenant herein provided, which
                           liability shall survive the institution of any
                           action to secure possession of the Demised
                           Premises.

                                    Nothing herein contained shall be deemed
                           to require Landlord to wait to begin such action
                           or other legal proceedings until the date when
                           this lease would have expired by limitation had
                           there been no such default by Tenant.

                                    In lieu of all other claims for damages
                           on account of such termination, Landlord shall be
                           entitled to recover from Tenant as liquidated
                           damages an amount equal to the excess of all Fixed
                           Rent reserved hereunder for the unexpired portion
                           of term hereof over the fair rental value of the
                           Demised Premises at the time of termination for
                           such unexpired portion discounted at the rate of
                           6% per annum from the date such rents would have

                                         18
<PAGE>

                           become due under this lease to the date of such
                           termination.

NOTICES                             All notices, demands, requests,
                           designations and consents by either party hereto
                           to the other party shall be in writing and shall
                           be sent by Registered or Certified Mail (Return
                           Receipt Requested) addressed to:

                              Landlord  -  J. C. Penney Company, Inc.
                                           Attn: Real Estate Counsel
                                           P. O. Box 10001
                                           Dallas, Texas 75301-2105

                               Tenant   -  at the address of Tenant set forth at
                                           the head of this lease.

                                    All such communications shall be deemed
                           given on the date of mailing. The foregoing addresses
                           may be changed from time to time by either party by
                           notice given to the other party, as aforesaid.


ACCESS TO                           Tenant shall permit Landlord and
DEMISED                    Overlandlord and authorized representatives of
PREMISES                   each to enter the Demised Premises at all
                           reasonable times for the purpose of: serving or
                           posting thereon notices required by Legal
                           Requirements; conducting periodic inspections; and
                           performing any work thereon required to be
                           performed by Landlord pursuant to this lease or
                           that Landlord or Overlandlord in the reasonable
                           exercise of its judgment may deem necessary to
                           prevent waste, loss, damage or deterioration to or
                           in connection with the Demised Premises.

LANDLORD'S                          Landlord hereby designates Ray Emma as its
PROPERTY                   representative ("Property Representative") to handle
REPRESENTATIVE             Tenant's property management and maintenance concerns
                           and requests regarding the Demised Premises. Landlord
                           shall cause the Property Representative (i) to
                           respond promptly and diligently to all questions,
                           inquiries and concerns of Tenant regarding the
                           condition of the Demised Premises, and (ii) to
                           perform or cause to be performed all of Landlord's
                           management obligations hereunder. Until such time as
                           Landlord notifies Tenant in writing of a different
                           Property Representative or address, Tenant shall
                           contact the Property Representative at the following
                           address:

                                            Mr. Ray Emma
                                            J. C. Penney Company, Inc.
                                            P. O. Box 10001
                                            Dallas, Texas 75301-2104
                                            (214) 431-1621

                                         19
<PAGE>


WAIVER OF                           One or more waivers of any covenant, term
PERFORMANCE                or condition of this lease by either party shall
BY EITHER                  not be construed as a waiver of a subsequent
PARTY                      breach of the same or any other covenant, term or
                           condition; nor shall any delay or omission by
                           either party to seek a remedy for any breach of
                           this lease or to exercise a right accruing to such
                           party by reason of such breach be deemed a waiver
                           by such party of its remedies or rights with
                           respect to such breach. The consent or approval by
                           either party to or of any act by the other party
                           requiring such consent or approval shall not be
                           deemed to waive or render unnecessary consent to
                           or approval of any similar act.

SUCCESSORS                          All covenants, agreements, provisions and
AND                        conditions of this lease shall be binding upon and
ASSIGNS;                   inure to the benefit of the parties hereto and
MODIFICATIONS              their heirs, devisees, executors, administrators,
                           successors in interest and assigns, and shall be
                           deemed to run with the land.

                                    No modification of this lease shall be
                           binding unless evidenced by an agreement in writing
                           signed by Tenant and signed in Landlord's name by one
                           of Landlord's duly authorized officers.

REMEDIES                            Except to the extent expressly otherwise
CUMULATIVE                 provided herein, all rights, privileges and remedies
                           afforded either of the parties hereto by this lease
                           or by law shall be deemed cumulative, and the
                           exercise of any one of such rights, privileges and
                           remedies shall not be deemed to be a waiver of any
                           other right, privilege or remedy provided for herein
                           or granted by law.

PARTIAL                             If any covenant, term or condition of this
INVALIDITY                 lease or any application thereof shall be invalid or
                           unenforceable, the remainder of this lease and any
                           other application of such covenant, term or condition
                           shall not be affected thereby.

APPLICABLE                          This lease shall be construed according
LAW                        to, and be governed by, the law of the State in
                           which the Office Building is situated.

WAIVER OF                           The parties hereto waive trial by jury,
JURY TRIAL                 to the extent permitted by law, in any action,
                           proceeding or counterclaim brought by either of them
                           against the other on any matter whatsoever arising
                           out of or in any way connected with this lease, the
                           relationship of Landlord and Tenant,

                                         20
<PAGE>

                           Tenant's use or occupancy of the Demised Premises,
                           and any emergency statute or any other statutory
                           remedy.

ATTORNEYS'                          If any rent or additional rent or other
FEES                       charges owing from Tenant to Landlord under this
                           lease are collected by or through an
                           attorney-at-law, Tenant shall pay the fees of
                           Landlord's attorneys not to exceed 15% of the
                           greater of the amount collected or the judgment,
                           if any, rendered in Landlord's favor.

HAZARDOUS                           Tenant agrees and acknowledges that in
MATERIALS                  accordance with the article hereof captioned
                           "DEMISE OF PREMISES" Tenant is accepting the
                           Demised Premises in an "as is" condition.

                                    Except (i) as necessary in accordance
                           with Tenant's normal course of business as
                           described in the article hereof captioned "USE AND
                           OPERATION OF DEMISED PREMISES", and (ii) in strict
                           compliance with all applicable environmental laws,
                           Tenant shall not, by way of Tenant's use of or by
                           way of Tenant's installation of Tenant's
                           improvements in the Demised Premises, or
                           otherwise, use, cause or permit any hazardous
                           material to be located, discharged or disposed in,
                           on or about the Demised Premises or any part of
                           the Penney Premises.

                                    Tenant shall defend, indemnify and hold
                           Landlord harmless from any and all claims, losses,
                           damages, suits, penalties, costs, liabilities and
                           expenses (including without limitation any clean
                           up costs and reasonable investigation expenses,
                           and attorney's fees) arising directly or
                           indirectly out of or brought on account of any
                           claim for loss or damages to the Demised Premises
                           or the Penney Premises, any injury to any person
                           or persons or property, or loss of life, any
                           contamination of or adverse effect on the
                           environment, or any violation of any environmental
                           laws, rules, regulations or codes of any
                           governmental authority, entity or agency, caused
                           by or resulting from any hazardous or toxic
                           material which Tenant may release, spill, emit,
                           discharge, use, keep, bring upon, or transport
                           through, in or upon the Demised Premises or the
                           Penney Premises.

                                    Landlord agrees to comply with all
                           environmental laws affecting the Demised Premises
                           with respect to the acts or omissions of Landlord
                           which accrued prior to the delivery of possession
                           of the Demised Premises to Tenant, except for
                           compliance required or resulting from the acts or
                           omissions

                                         21
<PAGE>

                           of Tenant, its agents, employees, contractors and
                           all other third parties. Notwithstanding anything
                           to the contrary in this lease, with respect to the
                           Demised Premises, nothing shall be deemed to limit
                           Tenant's recourse, rights and remedies against
                           Landlord under environmental laws and Landlord's
                           recourse, rights and remedies against Tenant under
                           environmental laws.

ENTIRE                              This lease constitutes the entire
AGREEMENT                  agreement between Landlord and Tenant, and each
                           party acknowledges to the other that it is not
                           relying on any representations or agreements other
                           than those specifically set forth in this lease.

                                    IN WITNESS WHEREOF, Landlord and Tenant
                           have caused this lease to be duly executed and
                           sealed as of the day and year first above written.

<TABLE>
<S>                                                           <C>
                                                              LANDLORD:

         ATTEST:                         APPROVED             J. C. PENNEY COMPANY, INC.
                                         --------
         /s/ [ILLEGIBLE]                   S.W.               By: /s/ [ILLEGIBLE]
         -------------------------       --------                 ---------------------------
         Assistant Secretary             ATTORNEY             Senior Vice President


                                                              TENANT:

         ATTEST:                                              BSI BUSINESS SERVICES, INC.


                                                              By: /s/ [ILLEGIBLE]
         --------------------------                               ---------------------------
         Secretary                                            Senior Vice President
</TABLE>

                                         22
<PAGE>


STATE OF TEXAS                      )
                                    )SS.:
COUNTY OF COLLIN                    )

         This instrument was acknowledged before me on the 11th day of
January, 1996, by Ted L. Spurlock, a Vice President of J. C. PENNEY COMPANY,
INC., a Delaware corporation, on behalf of said corporation.

         IN WITNESS WHEREOF, I hereunto set my hand and official seal.

My Commission Expires:

     ELAINE R. LESHER
  MY COMMISSION EXPIRES
      April 15, 1996                                 /s/ Elaine R. Lesher
------------------------------                    -----------------------------
                                                  Notary Public, State of Texas


STATE OF Texas   )
                 ) SS.:
COUNTY OF Collin )

         On this the 11th day of January, 1996, before me, a Notary Public
duly authorized in and for the said County in the State aforesaid to take
acknowledgments, personally appeared Lawrence A. [ILLEGIBLE] to me known and
known to me to be Senior President of BSI BUSINESS SERVICES, INC., one of the
corporations described in the foregoing instrument, and acknowledged that as
such officer, being authorized so to do, he executed the foregoing instrument
on behalf of said corporation by subscribing the name of such corporation by
himself as such officer and caused the corporate seal of said corporation to
be affixed thereto, as his free and voluntary act, and as the free and
voluntary act of said corporation, for the uses and purposes therein set
forth.

         IN WITNESS WHEREOF, I hereunto set my hand and official seal.

My Commission Expires:



     ELAINE R. LESHER
  MY COMMISSION EXPIRES
      April 15, 1996                                 /s/ Elaine R. Lesher
------------------------------                    -----------------------------
                                                   Notary Public

<PAGE>

                                     RENT RIDER



         A.       Effective as of the Commencement Date, Tenant shall pay
                  Landlord the following Fixed Rent for the Demised
                  Premises at the following annual rates for the
                  following periods, payable in equal monthly
                  installments in advance on or before the first day of
                  each calendar month; however, if the Commencement Date
                  occurs on a day other than the first day of the month,
                  Tenant shall pay on the Commencement Date a pro rata
                  share of a full monthly installment of Fixed Rent:

<TABLE>
<CAPTION>
                                                                                                                         MONTHLY
TERM                                COMMENCING ON                      ENDING ON                 ANNUAL RATE          INSTALLMENTS
----                                -------------                      ---------                 -----------          ------------
<S>                                 <C>                                <C>                       <C>                  <C>
Initial Term                        Commencement
                                    Date                               1-31-1997                 $493,660.00          $41,138.33
Initial Term                        2-1-1997                           1-31-2002                 $572,300.00          $47,691.67
1st Option Period                   2-1-2002                           1-31-2007                 $663.467.00          $55,288.92
2nd Option Period                   2-1-2007                           1-31-2012                 $769,156.00          $64,096.33
</TABLE>

         B.       Until it receives other instructions in writing from Landlord,
                  Tenant shall pay all Fixed Rent and other charges and payments
                  due under this lease by check to the order of

                                            J. C. Penney Company, Inc.
                                            Salt Lake City Accounting
                                            P.O. Box 27704
                                            Salt Lake City, Utah 94127-0704
                                            Unit No. #6210


                                 ****************

         Attached to and forming part of lease dated as of January 11, 1996,
         by and between J. C. PENNEY COMPANY, INC., as Landlord, and BSI
         BUSINESS SERVICES, INC., as Tenant, covering certain premises
         situated at Nacogdoches at El Charro Road, San Antonio, Texas.

         Initialed for                                   Initialed for
         identification                                  identification
         for Landlord:                                   for Tenant:


         By  /s/ S.W.                                    By  /s/ [ILLEGIBLE]
           --------------                                  -----------------
              Attorney

                                         RR-1
<PAGE>


                                       EXHIBIT A


         DESCRIPTION OF THE LAND ON WHICH THE OFFICE BUILDING IS LOCATED:

         Lot 26, Block 2, New City Block 16673, VALENCIA UNIT 7a, in the City
         of San Antonio, Bexar County, Texas, according to plat thereof,
         recorded in Volume 9000, Page 235, Deed and Plat Records of Bexar
         County, Texas.




                                 ****************

         Attached to and forming part of lease dated as of  January 11, 1996,
         by and between J. C. PENNEY COMPANY, INC., as Landlord, and BSI
         BUSINESS SERVICES, INC., as Tenant, covering certain premises
         situated at Nacogdoches at El Charro Road, San Antonio, Texas.

              Initialed for                                Initialed for
              identification                               identification
              for Landlord:                                for Tenant:

              By  /s/ S.W.                                 By  /s/ [ILLEGIBLE]
                --------------                               -----------------
                  Attorney


<PAGE>

                                     EXHIBIT B


                           Site Plan of Office Building


                                    Attached



                                 ****************

              Attached to and forming part of lease dated as of January 11,
         1996, by and between J.C. PENNEY COMPANY, INC., as Landlord, and BSI
         BUSINESS SERVICES, INC., as Tenant, covering certain premises
         situated at Nacogdoches at El Charro Road, San Antonio, Texas.

                  Initialed for                         Initialed for
                  identification                        identification
                  for Landlord:                         for Tenant:


                  By /s/ S.W.                           By  /s/ [ILLEGIBLE]
                    ------------------                    ------------------
                     Attorney