<PAGE>

                                                                    EXHIBIT 10.1

                             OFFICE LEASE AGREEMENT

                                 BY AND BETWEEN

                         WEDGEWOOD DRIVE PARTNERS, LTD.

                                       AND

                             INTERPHASE CORPORATION




         PARKWAY CENTRE, PHASE I
         2901 NORTH DALLAS PARKWAY
         PIANO, TEXAS 75093


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                                TABLE OF CONTENTS

<Table>
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1.  DEFINITIONS ..................................................      1
2.  LEASE GRANT ..................................................      5
3.  LEASE TERM ...................................................      5
4.  USE ..........................................................      6
5.  BASE RENTAL ..................................................      6
6.  OPERATING EXPENSE PAYMENT ....................................      7
7.  ELECTRIC SERVICE BILLING .....................................      8
8.  SERVICES TO BE FURNISHED BY LANDLORD .........................      9
9.  IMPROVEMENTS TO BE MADE BY LANDLORD ..........................     10
10. MAINTENANCE AND REPAIR OF PREMISES BY LANDLORD ...............     10
11. GRAPHICS; SIGNAGE ............................................     11
12. CARE OF THE PREMISES BY TENANT ...............................     11
13. REPAIRS AND ALTERATIONS BY TENANT ............................     11
14. PARKING ......................................................     11
15. LAWS AND REGULATIONS .........................................     12
16. BUILDING RULES ...............................................     12
17. ENTRY BY LANDLORD ............................................     12
18. ASSIGNMENT AND SUBLETTING ....................................     12
19. MECHANIC'S LIEN ..............................................     13
20. PROPERTY INSURANCE ...........................................     13
21. LIABILITY INSURANCE ..........................................     14
22. INDEMNITY ....................................................     14
23. WAIVER OF SUBROGATION RIGHTS .................................     15
24. CASUALTY DAMAGE ..............................................     15
25. CONDEMNATION .................................................     16
26. DAMAGES FROM CERTAIN CAUSES ..................................     16
27. EVENTS OF DEFAULT ............................................     16
28. RIGHTS OF LANDLORD UPON DEFAULT BY TENANT ....................     17
29. EXPENSE OF REPOSSESSION ......................................     21
30. CUMULATIVE REMEDIES; WAIVER OR RELEASE .......................     21
31. HAZARDOUS WASTE ..............................................     21
</Table>


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<Table>
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32. ATTORNEY'S FEES ..............................................     22
33. DEFAULT BY LANDLORD ..........................................     22
34. PEACEFUL ENJOYMENT ...........................................     22
35. HOLDING OVER .................................................     23
36. SUBORDINATION TO MORTGAGE ....................................     23
37. LANDLORD'S CONTRACTUAL SECURITY INTEREST .....................     24
38. USE AND STORAGE OF PERSONAL PROPERTY .........................     24
39. SUBORDINATION OF LANDLORD'S LIEN .............................     25
40. NO IMPLIED WAIVER ............................................     25
41. PERSONAL LIABILITY ...........................................     26
42. SECURITY DEPOSIT .............................................     26
43. NOTICE .......................................................     26
44. SEVERABILITY .................................................     27
45. AMERICANS WITH DISABILITIES ACT AND TEXAS
    ARCHITECTURAL BARRIERS ACT ...................................     27
46. RECORDATION ..................................................     28
47. GOVERNING LAW ................................................     28
48. FORCE MAJEURE ................................................     28
49. TIME OF PERFORMANCE ..........................................     28
50. TRANSFERS BY LANDLORD ........................................     28
51. BROKER .......................................................     28
52. EFFECT OF DELIVERY OF THIS LEASE .............................     29
53. ENTIRE AGREEMENT .............................................     29
54. AMENDMENT ....................................................     29
55. LIMITATION OF WARRANTIES .....................................     29
56. MAIL .........................................................     29
57. EXHIBITS .....................................................     29
</Table>


                                       ii
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                             OFFICE LEASE AGREEMENT


         THIS LEASE AGREEMENT (the "Lease") made and entered into on this the
2nd day of August 2002, between the "Landlord" and "Tenant" hereafter set forth.

                                   WITNESSETH:

1.       DEFINITIONS: For the purpose of this Lease, the following definitions
         shall govern:

         (a)      "Landlord": WEDGEWOOD DRIVE PARTNERS, LTD., a Texas limited
                  partnership.

         (b)      "Tenant": Interphase Corporation

         (c)      The "Property": The real property described in Exhibit A
                  attached hereto and incorporated herein, the improvements
                  constructed thereon.

         (d)      "Premises": Suite number: 200 (approximately 22,228 square
                  feet of Rentable Area), being the suite outlined on the floor
                  plan attached to this Lease as Exhibit B and incorporated
                  herein. At Tenant's request, Landlord shall provide Tenant
                  with an architect's certificate stating the actual number of
                  square feet contained within the Premises according to BOMA
                  standards. The Base Rental and Tenant's Pro Rata Share (as
                  below defined) shall be adjusted based on the actual number of
                  square feet in the Premises, if necessary. The Premises are
                  located in the office building known as Parkway Centre, Phase
                  I (the "Building") located on the Property known as 2901 North
                  Dallas Parkway, Plano, Texas 75093.

         (e)      "Base Rental": The sum of thirty-one thousand four hundred and
                  eighty nine dollars and sixty-seven cents ($31,489.67) per
                  month or $17.00 per square foot per year as Base Rental in
                  accordance with Paragraph 5 hereof, as same may be adjusted
                  pursuant to an architect's certificate delivered in accordance
                  with Paragraph 1(d); provided, however, that no rent shall be
                  due and payable for the first three (3) months following the
                  Commencement Date. The Base Rental due for the first month
                  during the Lease Term (as below defined) has been deposited
                  with Landlord by Tenant contemporaneously with the execution
                  hereof


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         (f)      "Commencement Date": The later of 10/01/02 or the date
                  specified in Paragraph 3(c) hereof. In the event Commencement
                  Date is not delayed pursuant to Paragraph 3(c), this Lease
                  shall expire on 12/31/05.

         (g)      "Rent Commencement Date": The date that is three (3) calendar
                  months after the Commencement Date, upon which Base Rental
                  shall become due and payable.

         (h)      "Lease Term": A term commencing on the Commencement Date and
                  continuing until Thirty-nine (39) months after the first day
                  of the first full month following Commencement Date.

         (i)      "Base Year": Calendar year 2002.

         (j)      "Security Deposit": The sum of thirty-one thousand four
                  hundred and eighty nine dollars and sixty-seven cents
                  ($31,489.67).

         (k)      "Additional Security Deposit": The sum of thirty-one thousand
                  four hundred and eighty nine dollars and sixty-seven cents
                  ($31,489.67) to be deposited with Landlord pursuant to Section
                  42(B).

         (1)      "Tenant's Prorata Share": 25.52% being a fraction the
                  numerator of which is the number of square feet of Rentable
                  Area in the Premises and the denominator of which is the
                  number of square feet of Rentable Area in the Building
                  (87,112), as same may be adjusted pursuant to an architect's
                  certificate delivered in accordance with Paragraph 1(d).

         (m)      "Permitted Use": General office use and engineering labs.

         (n)      "Common Areas": Those areas of the Building devoted to
                  corridors, elevator foyers, atria, restrooms, mechanical
                  rooms, janitorial closets, electrical and telephone closets,
                  vending areas and other facilities provided for the common use
                  or benefit of tenants generally and/or the public.

         (o)      "Service Areas": Those areas of the Building within the
                  outside walls used for elevator mechanical rooms, building
                  stairs, fire towers, elevator shafts, flues, vents, stacks,
                  pipe shafts and vertical ducts (but shall not include any such
                  areas for the exclusive use of the particular Tenant).

         (p)      "Rentable Area" of the Premises: The gross area within the
                  inside surface of the outer glass of the exterior walls, to
                  the mid-point of any walls separating portions of the Premises
                  from Common Areas and Service Areas, subject to the following:


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                  1)       Rentable Area shall include any Service Areas.

                  2)       Rentable Area shall include a prorata part of the
                           Common Areas in the Building, such proration based
                           upon the ratio of the Rentable Area within the
                           Premises to the total Rentable Area in the Building,
                           both determined without regard to the Common Areas.

                  3)       Rentable Area shall include any columns and/or
                           projection(s) which protrude into the Premises and/or
                           the Common Areas.

         (o)      "Operating Expenses": All expenses incurred by Landlord with
                  respect to the maintenance and operation of the Property or
                  the Building of which the Premises are a part, including, but
                  not limited to:

                  1)       Maintenance and repair costs;

                  2)       Security;

                  3)       Management fees, wages and fringe benefits payable to
                           employees of Landlord whose duties are directly
                           connected with the operation and maintenance of the
                           Building;

                  4)       All services, utilities, supplies, repairs,
                           replacement or other expenses for maintaining and
                           operating the Common Areas and parking areas;

                  5)       The cost, including interest, amortized over its
                           useful life as determined in accordance with
                           generally accepted accounting principles, of any
                           capital improvement made to the Building by Landlord
                           after the date of this Lease which is required under
                           any governmental law or regulation that was not
                           applicable to the Building at the time it was
                           constructed;

                  6)       The cost, including interest, amortized over its
                           useful life as determined in accordance with
                           generally accepted accounting principles, of
                           installation of any device or other equipment which
                           improves the operating efficiency of any system
                           within the Premises and which thereby reduces
                           Operating Expenses;

                  7)       All other current expenses or amortization of capital
                           improvements amortized over their useful life as
                           determined in accordance with generally accepted
                           accounting principles, which would generally be
                           regarded as operating and maintenance expenses or
                           expenditures to improve operating efficiency, but
                           excluding the exclusions from Operating Expenses
                           provided herein;


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                  8)       All real property taxes and annual installments of
                           special assessments, including dues and assessments
                           by means of deed restrictions and/or owners'
                           associations which accrue against the Property or the
                           Building of which the Premises are a part during the
                           term of this Lease; and

                  9)       All insurance premiums Landlord is required to pay or
                           deems necessary to pay, including public liability
                           insurance, with respect to the Building.

         The term "Operating Expense" does not include the following:

                  10)      Repairs, restoration or other work occasioned by
                           fire, windstorm or other casualty;

                  11)      Income and franchise taxes of Landlord;

                  12)      Expenses incurred in leasing to or procuring of
                           tenants, leasing commissions, advertising expenses
                           and expenses for the renovating of space for new
                           tenants;

                  13)      Interest or principal payments on any mortgage or
                           other indebtedness of Landlord;

                  14)      Compensation paid to any employee of Landlord above
                           the grade of property manager;

                  15)      Any depreciation allowance or expense; or

                  16)      Other operating expenses or Electrical Service
                           Billings, which are the responsibility of tenants of
                           the Building for their premises.

         (p)      "Controllable Operating Expenses": All Operating Expenses
                  other than taxes, insurance costs, utilities, and the
                  amortization of the cost of installation of capital
                  improvements to improve operating efficiency.

         (q)      "Exterior Common Areas": Those areas which are not located
                  within the Building and which are provided and maintained for
                  the common use and benefit of Landlord and Tenants of the
                  Building generally and the employees, invitees and licensees
                  of Landlord and such Tenants; including without limitation all
                  parking areas, enclosed or otherwise, and all streets,
                  sidewalks and landscaped areas located on the Property.


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         (q)      "Building Standard Improvements": When used herein, this term
                  shall mean those improvements to the Tenant-occupied spaces
                  within the Building which Landlord shall agree to provide
                  according to the Work Letter attached hereto as Exhibit D and
                  incorporated herein for all purposes. "Building Grade" shall
                  mean the type, brand and/or quality of materials designated on
                  Exhibit D to be the minimum quality to be used in the
                  Building.

         (r)      "Tenant's Address": For purposes of this Lease, Tenant's
                  address for notice prior to the Commencement Date shall be:
                  13800 Senlac Drive
                  Dallas, Texas 75234

                  Tenant's address for notice after the Commencement Date shall
                  be the address of the Leased Premises.

         (s)      "Landlord's Address": For purposes of this Lease, Landlord's
                  address for notice shall be: 501 Elm Street, Suite 375,
                  Dallas, Texas 75202, facsimile: 214-741-3477.

2.       LEASE GRANT: Subject to and upon the terms herein set forth, Landlord
         leases to Tenant and Tenant leases from Landlord the Premises, as
         defined in Paragraph 1(d).

3.       LEASE TERM:

         (a) This Lease shall continue in force during a period beginning on the
         Commencement Date and continuing until the expiration of the Lease
         Term, unless this Lease is sooner terminated or extended to a later
         date under any other term or provision hereof.

         (b) If by the first date specified in Paragraph 1(f) the Premises have
         not been substantially completed pursuant to the Work Letter, due to
         omission, delay or default by Tenant or anyone acting under or for
         Tenant (hereinafter collectively, a "Tenant's Delay"), Landlord shall
         have no liability, and the obligations of the Lease (including without
         limitation, the obligation to pay rent) shall nonetheless commence as
         of the Commencement Date.

         (c) It however, the Premises are not substantially completed, other
         than as a result of Tenant's Delay, by October 1, 2002, the
         Commencement Date shall be delayed until the earlier of actual
         occupancy by Tenant or substantial completion of the work which
         Landlord has agreed to perform and the Rent Commencement Date will be
         delayed accordingly.


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         (d) In the event the Commencement Date has not occurred prior to
         November 15, 2002, Tenant shall have the option to terminate this Lease
         upon ten (10) days prior written notice to Landlord, unless Landlord
         shall deliver the Premises substantially complete in accordance with
         the terms of the Work Letter within such ten (10) day period. Tenant's
         right to terminate shall expire on November 30, 2002. If Tenant elects
         to terminate the Lease as provided herein, Tenant shall be released
         from all obligations under this Lease.

         For purposes of this Lease, the terms "substantially complete" or
         "substantial completion" shall mean that a certificate of occupancy has
         been issued for the Premises and all major "punch list" items have been
         resolved to Tenant's reasonable satisfaction, except for minor items,
         which would not have a material effect on Tenant's use, enjoyment, and
         occupancy of the Premises.

4.       USE: The Premises shall be used for the Permitted Use and for no other
         purpose. The Tenant agrees not to use or permit the use of the Premises
         for any purpose which is illegal, or which, in Landlord's reasonable
         opinion, creates a nuisance or which would increase the cost of
         insurance coverage with respect to the Building.

5.       BASE RENTAL:

         (a)      Tenant agrees to pay during the Lease Term, to Landlord,
                  without any setoff or deductions whatsoever, the Base Rental,
                  and all other such sums of money as shall become due hereunder
                  as additional rent, including, without limitation, any
                  estimated Operating Expense payments pursuant to Paragraph 6
                  hereof then in effect, the Electric Service Billings pursuant
                  to Paragraph 7 hereof, and the rent for the reserved parking
                  spaces pursuant to Paragraph 14, all of which are sometimes
                  herein collectively called "rent" for the nonpayment of which
                  Landlord shall be entitled to exercise all such rights and
                  remedies as are herein provided in the case of the nonpayment
                  of Base Rental. The Base Rental, together with any estimated
                  Operating Expense payments pursuant to Paragraph 6 hereof, the
                  Electric Service Billings pursuant to Paragraph 7 hereof, and
                  the rent for the reserved parking spaces pursuant to Paragraph
                  14, shall be due and payable in advance monthly on the first
                  day of each calendar month during the initial term of this
                  Lease and any extensions or renewals thereof; provided,
                  however that Base Rental shall not commence until the Rent
                  Commencement Date, and Tenant hereby agrees to pay such Base
                  Rental and any adjustments and billings thereto to Landlord at
                  Landlord's address provided herein (or such other address as
                  may be designated by Landlord in writing from time to time)
                  monthly, in advance, and without demand. If the term of this
                  Lease commences on a day other than the first day of a month
                  or terminates on a day other the day other than the last day
                  of a month, then the installments of Base Rental and any
                  adjustments and


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                  billings thereto for such month or months shall be prorated,
                  based on the number of days in such month.

         (b)      If Tenant shall fail to pay the Base Rental on or before the
                  tenth (10th) day of the calendar month in which such Base
                  Rental is due, Tenant shall be deemed to be "late", and Tenant
                  shall pay to Landlord on demand a late charge equal to five
                  percent (5%) of such Base Rental.

6.       OPERATING EXPENSE PAYMENT:

         Operating Expenses. In addition to Base Rental, Tenant shall also pay
         Tenant's Prorata Share of the amount, if any, by which Operating
         Expenses during any calendar year of the Lease Term after the Base Year
         of 2002 exceed the Operating Expenses of the Base Year; provided,
         however, that Tenant shall not pay additional rent for excess Operating
         Expenses for the calendar year 2003. Notwithstanding anything to the
         contrary, Tenant's obligation for the payment of Controllable Operating
         Expenses shall be capped so as not to exceed an annual increase from
         the immediately preceding year in excess of 8% per annum cumulatively;
         provided that such increase for the year 2004 shall be based on an
         increase over the Base Year. Landlord shall, within nine (9) months
         following the close of any calendar year provide a statement to Tenant
         showing in reasonable detail the computations of the additional rent
         due for Operating Expenses, if any (the "Statement"), which shall be
         due thirty (30) days after the receipt of such Statement. If this Lease
         shall terminate on a day other than the last day of the calendar year,
         the amount of any additional rental payable by Tenant applicable to the
         year in which such termination shall occur shall be prorated based on
         the ratio that the number of days from the commencement of such
         calendar year to and including such termination date bears to 365. If
         at any time after calendar year 2003, Landlord has reason to believe
         the per square foot Operating Expenses for the calendar year will
         exceed the Operating Expenses for the Base Year, Landlord may by
         invoice direct Tenant to prepay monthly one-twelfth of an amount equal
         to (i) an estimate of the additional rent due under this paragraph for
         the current year, or (ii) the amount paid in the previous calendar
         year. If the Statement shows an amount owing by Tenant that is less
         than the sum of the monthly payments made by Tenant in the previous
         calendar year, the Statement shall be accompanied by a refund of the
         excess from Landlord to Tenant (or, at Landlord's option, Landlord may
         apply such overpayment against rentals due hereunder). During the year
         in which this Lease terminates, Landlord shall have the option to
         invoice Tenant for Tenant's Prorata Share of the excess Operating
         Expenses based upon the previous year's excess Operating Expenses;
         Landlord shall invoice Tenant under this option either prior to the
         termination of this Lease or within thirty (30) days thereafter.
         Landlord shall refund to Tenant, within thirty (30) days after the
         termination of this Lease, any excess amounts paid by Tenant during the
         final year or partial year of the Lease Term, as the case may be.


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         Audit Rights. Tenant, at any time within one (1) year after receipt of
         any Statement, and upon no less than thirty (30) days prior written
         notice to Landlord, may cause an audit to be made of Landlord's books
         and records relating to Operating Expenses. Landlord shall make
         available for the audit at Landlord's office in Dallas, Texas, all
         applicable books and records. If the audit discloses an overcharge of
         Operating Expenses by Landlord, Landlord shall within thirty (30) days
         pay to Tenant the amount of the overpayment. If the audit discloses an
         overpayment in excess of five percent (5%) of the Operating Expenses
         actually paid by Tenant, then Landlord shall also immediately pay to
         Tenant all reasonable costs and expenses incurred in the audit. If the
         audit discloses an underpayment of Operating Expenses actually paid by
         Tenant, then Tenant shall, within thirty (30) days after the conclusion
         of such audit, pay to Landlord the amount of such underpayment.

7.       ELECTRIC SERVICE BILLING:

         Tenant agrees to pay to Landlord, within ten (10) business days of the
         date Tenant is billed by Landlord each month, as additional rent,
         Tenant's Prorata Share of all electricity to be consumed in the
         Building during each month, or portion of a month during the Lease
         Term. Landlord shall bill Tenant monthly in advance for such utilities'
         cost for the current month.

         Tenant's utilities' cost shall be adjusted for a partial month of
         occupancy on a per diem basis. Landlord shall make a good faith
         estimate of charges for all electricity to be consumed in the Building
         for purposes of electrical service billings. Any amounts paid based on
         such estimate shall be subject to adjustment on an annual basis if
         actual utility costs for any calendar year are not equal to Landlord's
         estimate. Landlord shall refund to Tenant any overpayment of such costs
         (or, at Landlord's option, apply such overpayment against rentals due
         hereunder). Likewise, Tenant shall pay to Landlord, on demand, any
         underpayment with respect to utility costs for prior year.

         Landlord shall not be obligated to provide dedicated circuits or
         electrical power in excess of Building Standard (4 watts per square
         foot for Tenant's use plus 4 watts per square foot for Tenant's HVAC).
         If the installation of said electrical equipment requires additional
         air conditioning capacity above that provided by the Building Standard
         systems, then the additional air conditioning installation and
         operating costs will be the obligation of the Tenant. Landlord, at its
         option, may cause an electric current meter or such similar device to
         be installed on the Premises so as to measure the amount of electric
         current consumed by Tenant. The cost of any such meters and of the
         installation, maintenance and repair thereof shall be paid for by
         Tenant and Tenant agrees to pay to Landlord, promptly upon demand by
         Landlord, for all such electricity used or consumed.


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8.       SERVICES TO BE FURNISHED BY LANDLORD:

         (a)      Hot and cold water at those points of supply provided for
                  general use of other tenants in the Building, central heat and
                  air conditioning in season, at such temperatures and in such
                  amounts as are considered by Landlord to be provided in first
                  class office buildings within the North Dallas Tollway/Plano
                  submarket or as required by governmental authority, provided,
                  however, heating and air conditioning service at times other
                  than for "Normal Business Hours" for the Building (which are
                  7:30 a.m. through 6:00 p.m. on Mondays through Fridays, and
                  7:30 a.m. to 1:00 p.m. on Saturdays, exclusive of normal
                  business holidays) shall be furnished only upon the written
                  request of Tenant delivered to Landlord prior to 3:00 pm.
                  Tenant shall bear the entire estimated cost of such additional
                  service for the floor of the Premises requiring additional
                  services, which cost to Tenant is currently billed at $35.00
                  per hour. Such amount shall be invoiced by Landlord with the
                  monthly Electric Service Billing. Normal business holidays
                  shall, for purposes of this Lease, be deemed to be New Year's
                  Day, Memorial Day, Independence Day, Labor Day, Thanksgiving
                  Day, Good Friday, Christmas Day, and any other holidays
                  commonly observed by landlords of comparable buildings.

         (b)      Routine maintenance and repair, including, without limitation,
                  window washing, plumbing repairs, carpet cleaning, touch up
                  painting, and electric lighting service for all Common Areas
                  and Service Areas of the Building in the manner and to the
                  extent customary for first class buildings in the Dallas North
                  Tollway/Plano sub-market.

         (c)      Janitor service, five (5) times weekly, exclusive of normal
                  business holidays; provided, however, if Tenant's floor
                  covering or other improvements require special treatment,
                  Tenant shall pay the additional cleaning cost attributable
                  thereto as additional rent upon presentation of a statement
                  therefor by Landlord.

         (d)      Subject to the provisions of Paragraph 7, facilities to
                  provide all electrical current required by Tenant in its use
                  and occupancy of the Premises.

         (e)      All Building Standard fluorescent bulb replacement in the
                  Premises and incandescent bulb replacement in the Common Areas
                  and Service Areas.

         (f)      Elevator Service twenty-four (24) hours a day, seven (7) days
                  a week.

         (g)      Security in the form of limiting the general public's access
                  to the Building during other than Normal Business Hours shall
                  be provided in such form as Landlord deems appropriate, which
                  will include a controlled access entry


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                  system, such as a "cardex," keypad or similar system.
                  Landlord, however, shall have no liability to Tenant, its
                  employees, agents, invitees or licensees for losses due to
                  theft or burglary, or for damages done by unauthorized persons
                  on the Premises, the Building or the Property, except in the
                  event of liabilities or damage arising solely as a result of
                  Landlord's gross negligence or willful misconduct in
                  connection with providing security, and neither shall Landlord
                  be required to insure against any such losses. Tenant shall
                  cooperate fully in Landlord's efforts to maintain security in
                  the Building and shall follow all regulations promulgated by
                  Landlord with respect thereto.

The failure by Landlord to any extent to furnish or the interruption or
termination of these defined services in whole or in part, resulting from causes
beyond the reasonable control of Landlord shall not render Landlord liable in
any respect nor be construed as an eviction of Tenant, nor work an abatement of
rent, nor relieve Tenant from the obligation to fulfill any covenant or
agreement hereof; provided, however, Base Rental and any additional rent due for
Operating Expenses and Electrical Service shall be abated pro rata, if any
failure to furnish or interruption or termination of such major services that
renders the Premises untenantable shall continue for a period of five (5)
business days or longer. Should any of the equipment or machinery used in the
provision of such services for any cause cease to function properly for any
cause, Tenant shall have no claim for offset or abatement of rent or damages on
account of an interruption in service occasioned thereby or resulting there
from.

9.       IMPROVEMENTS TO BE MADE BY LANDLORD: Except as otherwise provided in
         the Special Provisions attached hereto as Exhibit C and the Work Letter
         attached hereto as Exhibit D, all installations and improvements now or
         hereafter placed on the Premises other than Building Standard
         Improvements shall be for Tenant's account and at Tenant's cost.

10.      MAINTENANCE AND REPAIR OF PREMISES BY LANDLORD: Landlord, at Landlord's
         sole cost and expense, shall be responsible for the maintenance and
         repair of the heating, ventilation and air conditioning system,
         plumbing systems, electrical system and sprinkler system for the
         Building, the exterior of the Building, including, without limitation,
         the roof of the Building, the structural elements of the Building, the
         Common Areas, the Service Areas, the Exterior Common Areas and the
         repairs and replacements set forth on Exhibit D attached hereto. At
         least ten (10) days prior to the Commencement Date, Tenant will conduct
         a walkthrough of the Premises with Landlord to ensure that everything
         is in working order and cosmetically presentable. Landlord agrees to
         make repairs reasonably requested by Tenant prior to the Commencement
         Date or within a reasonable period of time thereafter. Except as
         otherwise expressly provided herein, Landlord shall not be required to
         make any repairs to the Premises.


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11.      GRAPHICS; SIGNAGE: Landlord shall provide and install, at Tenant's
         cost, all letters or numerals or signs at or near the corridor entry
         leading to the Premises. All such letters and numerals shall be in the
         standard graphics for the Building and no others shall be used or
         permitted on the Premises without Landlord's prior written consent.
         Tenant, at Tenant's sole cost and expense, may place signage
         identifying Tenant on the monument sign for the Building and on the
         first floor directory. In addition, Tenant may, at Tenant's sole cost
         and expense, place a sign on the exterior of the Building and in the
         second floor lobby of the Building where the "Xalted" signs are
         currently located.

12.      CARE OF THE PREMISES BY TENANT: Tenant agrees not to commit or allow
         any waste to be committed on any portion of the Premises, and at the
         termination of this Lease to deliver up the Premises to Landlord in as
         good condition as the same existed on the Commencement Date, ordinary
         wear and tear excepted, consistent with a first-class office building.

13.      REPAIRS AND ALTERATIONS BY TENANT: Tenant covenants and agrees with
         Landlord, at Tenant's own cost and expense, to repair or replace any
         damage done to the Building or any part thereof, caused by Tenant or
         Tenant's agents, employees, invitees, or visitors, and such repairs
         shall restore the Building to as good a condition as it was in prior to
         such damage, ordinary wear and tear excepted, consistent with a
         first-class office building, and shall be affected in compliance with
         all applicable laws: provided, however, if Tenant fails to make such
         repairs or replacements promptly, Landlord may, at its option, make
         such repairs or replacements, and Tenant shall pay the cost thereof
         (plus a reasonable fee for Landlord's supervision) to the Landlord on
         demand as additional rent. Tenant agrees with Landlord not to make or
         allow to be made any alterations to the Premises, or place signs on the
         Premises which are visible from outside the Premises, without first
         obtaining the written consent of Landlord in each such instance, which
         consent may be given on such conditions as Landlord may elect. Any and
         all alterations to the Premises shall become the property of Landlord
         upon termination of this Lease (except for moveable equipment or
         furniture owned by Tenant). Landlord may, nonetheless, require Tenant
         to remove any and all fixtures, equipment and other improvements
         installed on the Premises. In the event that Landlord so elects, and
         Tenant fails to remove such improvements, Landlord may remove such
         improvements at Tenant's cost, and Tenant shall pay Landlord on demand
         the cost of restoring the Premises to Building Standard.

14.      PARKING: During the Lease Term, Tenant shall have free of charge the
         non-exclusive use in common with Landlord, other tenants of the
         Building, their guests and invitees, of the non-reserved common
         automobile parking areas, driveways, and footways, subject to rules and
         regulations for the use thereof as prescribed from time to time by
         Landlord. In addition, Tenant shall be entitled to the use of ten (10)
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         per month, subject to adjustment during the option term based on the
         then-current market rate.

15.      LAWS AND REGULATIONS: Tenant agrees to comply with all applicable laws,
         ordinances, rules, and regulations of any governmental entity or agency
         having jurisdiction over the Premises.

16.      BUILDING RULES: Tenant will comply with the rules of the Building and
         the Property attached hereto as Exhibit E, as amended and altered by
         Landlord from time to time, and will cause all of its agents,
         employees, invitees and visitors to so comply; all changes to such
         rules will be sent by Landlord to Tenant in writing.

17.      ENTRY BY LANDLORD: Tenant agrees to permit Landlord or its agents or
         representatives to enter and upon any part of the Premises during
         ordinary business hours, or at such other times as Landlord deems
         appropriate to inspect the same, or to show the Premises to prospective
         purchasers, mortgages, or insurers, to clean or make repairs,
         alterations or additions thereto, and Tenant shall not be entitled to
         any abatement or reduction of rent by reason thereof.

18.      ASSIGNMENT AND SUBLETTING:

         (a)      Tenant shall not assign, sublease, transfer or encumber this
                  Lease or any interest therein without Landlord's prior written
                  consent, which, except as provided in Paragraphs 18(b), may be
                  withheld or given upon such conditions as Landlord may elect.
                  Any attempted assignment or sublease by Tenant in violation of
                  the terms and covenants of this paragraph shall be void. If
                  Landlord should fail to notify Tenant in writing of its
                  decision within a fifteen (15) day period after Landlord is
                  notified in writing of any proposed assignment or sublease,
                  Landlord shall be deemed to have refused to consent to any
                  such assignment or subleasing, and to have elected to keep
                  this Lease in full force and effect.

         (b)      Landlord will not unreasonably withhold its consent to a
                  subsequent sublease of part or all of the Premises to a
                  subsequent subtenant of financial and other qualifications
                  reasonably satisfactory to Landlord. Any such sublease shall
                  call for all rent to be payable on a monthly basis. If the
                  rent and other sums received by Tenant on account of a
                  sublease of all or any portion of the Premises exceeds the
                  Base Rental and other rent due hereunder allocable to the
                  space subject to the sublease (in the proportion of the area
                  of such space to the entire Premises), then Tenant shall pay
                  to Landlord, as an additional charge, one hundred percent
                  (100%) of the net proceeds of such excess, monthly as received
                  by Tenant, after Tenant has recouped its leasing commissions,
                  advertising costs and all other costs associated with such
                  assignment or sublease. No consent by Landlord to an
                  assignment or


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            subletting shall be construed to relieve Tenant or any successor
            from obtaining the express consent in writing of Landlord to any
            further assignment or subletting. Neither shall any consent by
            Landlord to an assignment or subletting relieve Tenant of any of its
            liability hereunder. It shall be a condition of Landlord's approval
            to any sublease of the Premises that the subtenant agree in writing
            satisfactory to Landlord, to be bound to Landlord with respect to
            all of the obligations of Tenant hereunder, including, without
            limitation, the covenant against further subletting or assignment,
            and agree to reimburse Landlord for its out-of-pocket expenses
            incurred in connection with such subleasing and an administrative
            fee to Landlord of $1,000.00.

      (c)   Except as provided in Paragraph 18(b), all cash or other proceeds of
            any assignment, sale or sublease of Tenant's interest in this Lease,
            whether consented to by Landlord or not, shall be paid to Landlord
            notwithstanding the fact that such proceeds exceed the rentals
            called for hereunder, unless Landlord agrees to the contrary in
            writing and Tenant hereby assigns all rights it might have or ever
            acquire in any such proceeds to Landlord. This covenant and
            assignment shall run with the land and shall bind Tenant and
            Tenant's heirs, executors, administrators, personal representatives,
            successors and assigns. Any assignee, sublessee or purchaser of
            Tenant's interest in the Lease (all such assignees, sublessee and
            purchasers being hereinafter referred to as "Successors"), by
            occupying the Premises and/or assuming Tenant's obligations
            hereunder shall assume liability to Landlord for all amounts paid to
            persons other than Landlord by such successor in consideration of
            any such sale, assignment or subletting, in violation of the
            provisions hereof.

19.   MECHANIC'S LIEN: Tenant will not permit any mechanic's lien or liens to be
      placed upon the Premises or the Building and nothing in this Lease shall
      be deemed or construed in any way as constituting the consent or request
      of Landlord, express or implied, by interference or otherwise, to any
      person for the performance of any labor or the furnishing of any materials
      to the Premises, or any part thereof, nor as giving Tenant any right,
      power, or authority to contract for or permit the rendering of any
      services or the furnishing of any materials that would give rise to any
      mechanic's or other liens against the Premises. In the event any such
      lien is attached to the Premises, then, in addition to any other right or
      remedy of Landlord, Landlord may, but shall not be obligated to discharge
      the same, upon thirty (30) days prior written notice to Tenant with an
      opportunity to cure. Any amount paid by Landlord for any of the aforesaid
      purposes shall be paid by Tenant to Landlord within ten (10) days of
      receipt of written demand as additional rent.

20.   PROPERTY INSURANCE: Landlord shall maintain fire and extended coverage
      insurance on the Building and the Premises in such amounts as Landlord
      mortgagees shall require, but in no event less than 90% of replacement
      cost. Such

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      insurance shall be maintained at the expense of Landlord (as a part of the
      Operating Expenses) and payments for losses thereunder shall be made
      solely to Landlord or the mortgagees of Landlord, as their interests shall
      appear. Tenant shall maintain at its expense, in an amount equal to 90% of
      replacement cost, fire and extended coverage insurance on all of its
      personal property, including removable trade fixtures, located in the
      Premises and in such additional amount as are required to meet Tenant's
      obligations pursuant to Paragraph 24 hereof. In addition, Tenant shall be
      required at its expense to procure rental loss insurance naming Landlord
      as beneficiary. Tenant shall, at Landlord's request from time to time,
      provide Landlord with current certificates of insurance evidencing
      Tenant's compliance with this Paragraph 20 and Paragraph 21. Tenant shall
      obtain the agreement of Tenant's insurers to notify Landlord that a
      policy is due to expire at least ten (10) days prior to such expiration.

21.   LIABILITY INSURANCE: Tenant and Landlord shall, each at its own expense,
      maintain a policy or policies of comprehensive general liability insurance
      with respect to the respective activities of each on the Property with the
      premiums thereon fully paid on or before due date, issued by and binding
      upon some insurance company approved by Landlord, such insurance to afford
      minimum protection of not less than $1,000,000 combined single limit
      coverage of bodily injury, property damage or combination thereof.
      Landlord shall not be required to maintain insurance against thefts within
      the Premises, the Building or Property generally.

22.   INDEMNITY:

      (a) Landlord shall not be liable to Tenant, or to Tenant's agents,
      servants, employees, customers, or invitees for any injury to person or
      damage to property caused by any act, omission, or neglect of Tenant, its
      agents, servants, or employees, invitees, licensees or any other person
      entering the Property under the invitation of Tenant or arising out of the
      use of the Premises by Tenant and the conduct of its business or out of a
      default by Tenant in the performance of its obligations hereunder. Tenant
      hereby indemnifies and holds Landlord harmless from all liability and
      claims for any such damage or injury.

      (b) Tenant shall not be liable to Landlord, or to Landlord's agents,
      servants, employees, customers, or invitees for any injury to person or
      damage to property caused by any act, omission, or neglect of Landlord,
      its agents, servants, or employees, invitees, licensees or any other
      person entering the Property under the invitation of Landlord or arising
      out of the ownership of the Property by Landlord or out of a default by
      Landlord in the performance of its obligations hereunder. Landlord hereby
      indemnifies and holds Tenant harmless from all liability and claims for
      any such damage or injury; provided the person causing such damage or
      injury is under the control of Landlord, which the parties hereby agree

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      specifically excludes damage or injury caused by other tenants of the
      Building and the employees, agents, contractors, guests, invitees or
      customers of such tenants.

23.   WAIVER OF SUBROGATION RIGHTS: Anything in this Lease to the contrary
      notwithstanding, Landlord and Tenant each hereby waives any and all rights
      of recovery, claim, action, or cause of action, against the other, its
      agents, officers, or employees, for any loss or damage that may occur to
      the Premises, or any improvements thereto, or the Building of which the
      Premises are a part, or any improvements thereto, or any personal property
      of such party therein, by reason of fire, the elements, or any other
      cause(s) which are insured against under the terms of the standard fire
      and extended coverage insurance policies referred to in Paragraph 20
      hereof, regardless of cause or origin, including negligence of the other
      party hereto, its agents, officers, or employees. Each of Landlord and
      Tenant also agrees that no right of recovery, claim, action or cause of
      action hereby waived shall ever be assigned to its insurance carriers.

24.   CASUALTY DAMAGE: If the Premises or any part thereof shall be damaged by
      fire or other casualty, Tenant shall give prompt written notice thereof to
      Landlord. In case the Building shall be so damaged that substantial
      alteration or reconstruction of the Building shall, in Landlord's sole
      opinion, be required (whether or not the Premises shall have been damaged
      by such casualty) or in the event any mortgagee of Landlord's should
      require that the insurance proceeds payable as a result of a casualty be
      applied in reduction of the mortgage debt or in the event of any material
      uninsured loss to the Building, Landlord may, at its option, terminate
      this Lease by notifying Tenant in writing of such termination within
      ninety (90) days after the date of such damage. If Landlord is not
      entitled to, or does not thus elect to terminate this Lease, Landlord
      shall commence and proceed with reasonable diligence to restore the
      Building to substantially the same condition in which it was immediately
      prior to the happening of the casualty. Landlord's obligation to restore
      shall not require Landlord to expend more than the insurance proceeds
      actually received by Landlord as a result of the casualty. Except for such
      insurance proceeds, all cost and expense of reconstructing the Premises
      shall be borne by Tenant, and Tenant shall present Landlord with evidence
      satisfactory to Landlord, of Tenant's ability to pay such costs prior to
      Landlord's commencement of reconstruction of the Premises. Landlord shall
      not be liable for any inconvenience or annoyance to Tenant or injury to
      the business of Tenant resulting in any way from such damage or the repair
      thereof, except that, subject to the provisions of the next sentence,
      Landlord shall allow Tenant a fair diminution of rent during the time and
      to the extent the Premises are unfit for occupancy. If the Premises or any
      other portion of the Building be damaged by fire or other casualty
      resulting from the fault or negligence of Tenant or any of Tenant's
      agents, employees, or invitees, the rent hereunder shall not be diminished
      during the repair of such damage and Tenant shall be liable to

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      Landlord for the cost of the repair and restoration of the Building caused
      thereby to the extent such cost and expense is not covered by insurance
      proceeds.

25.   CONDEMNATION: If the whole or substantially the whole of the Building or
      the Premises should be taken for any public or quasi public use, by right
      of eminent domain or otherwise, or should be sold in lieu of condemnation,
      then this Lease shall terminate as of the date when physical possession of
      the Building or the Premises is taken by the condemning authority. If less
      than the whole or substantially the whole of the Building or the Premises
      is thus taken or sold, (whether or not the Premises are affected thereby)
      Landlord may terminate this Lease by giving written notice thereof to the
      other, in which event this Lease shall terminate as of the date when
      physical possession of such portion of the Building or Premises is taken
      by the condemning authority. If this Lease is not so terminated upon any
      such taking or sale, the Base Rental payable hereunder shall be diminished
      by an equitable amount, and Landlord shall, to the extent Landlord deems
      feasible, restore the Building and the Premises to substantially their
      former condition, but such work shall not exceed the scope of the work
      done by Landlord in originally constructing the Building and installing
      Building Standard Improvements in the Premises, nor shall Landlord in any
      event be required to spend for such work an amount in excess of the amount
      received by Landlord as compensation for such damage. All amounts awarded
      upon a taking of any part of all the Building or the Premises shall belong
      to Landlord and Tenant shall not be entitled to and expressly waives all
      claim to any such compensation; provided, however that Tenant shall be
      entitled to pursue compensation for loss of business and for the taking of
      Tenant's fixtures and improvements in an independent action.

26.   DAMAGES FROM CERTAIN CAUSES: Neither party shall be liable to the other
      for any loss or damage to any property or person occasioned by theft,
      fire, act of God, public enemy, injunction, riot, strike, insurrection,
      war, court order, requisition, or order of governmental body or authority
      or by any other cause beyond the control of such party. Nor shall either
      party be liable to the other for any damage or inconvenience which may
      arise through repair or alteration of any part of the Property, Building
      or Premises.

27.   EVENTS OF DEFAULT: The following events shall be deemed to be events of
      default by Tenant under this Lease:

      (a)   The failure of Tenant to pay the Base Rental, any other installment
            of rent or any part thereof within five (5) business days of
            Landlord's written notice of said failure to pay, provided however,
            that such failure to pay does not occur twice in any consecutive
            twelve (12) month period, in which case no notice shall be required;
            or


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      (b)   Tenant shall fail to fulfill or perform, in whole or in part, any of
            its obligations under this Lease (other than the payment of Rent)
            and such failure or non-performance shall continue for a period of
            thirty (30) days after written notice thereof has been given by
            Landlord to Tenant; provided, however, that if such cure cannot be
            completed within thirty (30) days, so long as Tenant has commenced
            to cure within the thirty (30) day cure period and diligently
            pursues such cure to completion within thirty (30) days thereafter,
            Tenant shall not be in default hereunder; or

      (c)   The entry of a decree or order by a court having jurisdiction
            adjudging Tenant to be bankrupt or insolvent or approving as
            properly filed a petition seeking reorganization of Tenant under the
            National Bankruptcy Act, or any other similar applicable Federal or
            State law, or a decree or order of a court having jurisdiction for
            the appointment of a receiver or liquidator or a trustee or assignee
            in bankruptcy or insolvency of Tenant or its property or for the
            winding up or liquidation of its affairs; or Tenant shall institute
            proceedings to be adjudicated a voluntary bankruptcy or shall
            consent to the filing of any bankruptcy, reorganization,
            receivership or other proceeding against Tenant, or any such
            proceedings shall be instituted against Tenant and the same shall
            not be vacated within thirty (30) days after the same are commenced;
            or

      (d)   Tenant shall make an assignment for the benefit of Tenant's
            creditors or admit in writing Tenant's inability to pay the debts of
            Tenant generally as they may become due; or

      (e)   Tenant shall desert or vacate or shall commence to desert or vacate
            the Premises or any substantial portion of the Premises or shall
            remove or attempt to remove all or a substantial value of Tenant's
            personal property from the Premises without the prior written
            consent of Landlord; or

      (f)   Tenant shall do or permit to be done anything which creates a lien
            upon the Premises or any portion of the Premises, and fails to
            discharge such lien within ten (10) days of receipt of written
            notice thereof; or

      (g)   Tenant shall fail to take possession of the Premises within thirty
            (30) days after Landlord notifies Tenant that the same are ready for
            occupancy; or

      (h)   Tenant shall fail to vacate the Premises upon the expiration of the
            Lease Term.

28.   RIGHTS OF LANDLORD UPON DEFAULT BY TENANT:

      (a)   Remedies: Upon the occurrence of any event or events of default by
            Tenant, whether enumerated in this Paragraph or not, Landlord shall
            have the option to pursue any one or more of the following remedies
            without any notice or

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            demand for possession whatsoever (and without limiting the
            generality of the foregoing. Tenant hereby specifically waives
            notice and demand for payment of rent or other obligations due and
            waives any and all other notices or demand requirements imposed by
            applicable law):

            (1)   Terminate this Lease, in which event Tenant shall immediately
                  surrender the Premises to Landlord;

            (2)   Terminate Tenant's right to occupy the Premises and re-enter
                  and take possession of the Premises (without terminating this
                  Lease);

            (3)   Enter upon and take possession of the premises and expel or
                  remove Tenant any other occupant therefrom, with or without
                  having terminated this Lease;

            (4)   Alter locks and other security devices at the Premises so that
                  Tenant will have access to the Premises with or without having
                  terminated this Lease or Tenant's right to possession under
                  the Lease; or

            (5)   Apply all or any portion of the Security Deposit to cure such
                  event of Default.

      (b)   Tenant's Obligation Continues; Alteration of Locks: It is hereby
            expressly stipulated by Landlord and Tenant that any of the above
            listed actions including without limitation, termination of this
            Lease, termination of Tenant's right to possession, and re-entry by
            Landlord, will not affect the obligations of Tenant under the Lease,
            including the obligations to pay unaccrued monthly rentals and other
            charges provided in this Lease for the remaining portion of the
            Lease. The following provisions shall override and control any
            conflicting provisions of Section 93.002 of the Texas Property Code.
            If an event of default occurs, Landlord is entitled and is hereby
            authorized, without any notice to Tenant whatsoever, to enter upon
            the Premises by use of a master key, a duplicated key, or other
            peaceable means, and to change, alter, and/or modify the door locks
            on all entry doors of the Premises, thereby permanently excluding
            Tenant, and its officers, principals, agents, employees, and
            representatives therefrom. In the event that the Landlord has either
            terminated Tenant's right to possession of the Premises pursuant to
            the foregoing provisions of this Lease, or has terminated the Lease
            by reason of Tenant's default, Landlord shall not thereafter be
            obligated to provide Tenant with a key to the Premises at any time;
            provided, however, that in any such instance, during Landlord's
            normal business hours and at the convenience of Landlord, and upon
            the written request of Tenant accompanied by such written waivers
            and releases as the Landlord may require, Landlord will escort
            Tenant or its authorized personnel to the

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            Premises to retrieve any personal belongings or other property of
            Tenant. If Landlord elects to exclude Tenant from the Premises
            without permanently repossessing the Premises or terminating the
            Lease pursuant to the forgoing provisions of this Lease, then
            Landlord (at any time prior to actual permanent repossession or
            termination) shall not be obligated to provide Tenant a key to
            re-enter the Premises until such time as all delinquent Rent and
            other amounts due under this Lease have been paid in full (and all
            other defaults, if any, have been completely cured to Landlord's
            satisfaction), and Landlord has been given assurance reasonably
            satisfactory to Landlord evidencing Tenant's ability to satisfy its
            remaining obligations under this Lease. During any such temporary
            period of exclusion, Landlord will, during Landlord's regular
            business hours and at Landlord's convenience, upon written request
            by Tenant accompanied by such waivers and releases as the Landlord
            may require, escort Tenant or its authorized personnel to the
            Premises to retrieve personal belongings of Tenant or its employees,
            and such other property of Tenant as is not subject to the
            Landlord's lien and security interest described in Paragraph 37
            below. This remedy of Landlord shall be in addition to and not in
            lieu of, any of its other remedies set forth in this Lease, or
            otherwise available to Landlord at law or in equity.

      (c)   No Acceptance of Surrender; Waiver of Damages: Exercise by Landlord
            of any one or more remedies hereunder granted or otherwise available
            shall not be deemed to be an acceptance of surrender of the Premises
            by Tenant, whether by agreement or by operation of law, it being
            understood that such surrender can be effected only by the written
            agreement of Landlord. No such alteration of locks or other security
            devises and no removal or other exercise of dominion by Landlord
            over the property of Tenant or others at the Premises shall be
            deemed unauthorized or constitute a conversation, Tenant hereby
            consenting, after any event of default, to the aforesaid exercise of
            dominion over Tenant's property within the Premises. All claims for
            damages by reason of such re-entry and/or repossession and/or
            alteration of locks or other security devices are hereby waived, as
            are all claims for damages by reason of any distress warrant,
            forcible detainer proceedings, sequestration proceeding or other
            legal process, except for claims arising solely out of Landlord's
            gross negligence or willful misconduct. Tenant agrees that any
            re-entry by Landlord may be pursuant to a judgment obtained in
            forcible detainer proceedings or other legal proceedings or without
            the necessity for any legal proceedings, as Landlord may elect, and
            Landlord shall not be liable in trespass or otherwise, except for
            claims arising solely out of Landlord's gross negligence or willful
            misconduct.

      (d)   Damages on Termination: In the event Landlord elects to terminate
            this Lease by reason of an event of default, then notwithstanding
            such termination, the Tenant shall be liable for and shall pay to
            the Landlord, at the address

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            specified in Paragraph 1(d) above, the sum of all Rent accrued to
            the date of such termination, plus, as damages, (i) the cost of
            recovering, reletting the Premises and the sum of the unamortized
            portion of the initial Landlord's costs (including but not limited
            to, Tenant improvement costs, commissions and architectural and
            engineering fees), and (ii) an amount equal to the total of the Rent
            provided in this Lease for the remaining portion of the Lease Term
            (had such Lease Term not been terminated by Landlord), less the
            reasonable rental value of the Premises for such period, discounted
            to present value at the rate of six percent (6%) per annum.

      (e)   Alternate Measure of Damages on Termination: In the event Landlord
            elects to terminate this Lease by reason of an event of Default, in
            lieu of exercising the right of Landlord under the preceding
            Paragraph 28(d), Landlord may instead hold Tenant liable for all
            Rent accrued to the date of such termination, plus such Rent as
            would otherwise have been required to be paid by Tenant to Landlord
            during the period following termination of the Lease Term measured
            from the date of such termination by Landlord until the expiration
            of the Lease Term (had Landlord not elected to terminate the Lease
            on account of such event of default), diminished by any net sums
            thereafter received by Landlord through reletting the Premises
            during said period (after deducting expenses incurred by Landlord as
            provided in Paragraph 29 hereof). Actions to collect amounts due by
            Tenant as provided for in this paragraph may be brought from time to
            time by Landlord during the aforesaid period, on one or more
            occasions, without the necessity of Landlord's waiting until the
            expiration of such period; and in no event shall Tenant be entitled
            to any excess of rent obtained by reletting over and above the Rent
            provided for in this Lease. If Landlord elects to exercise the
            remedy prescribed in this Paragraph 28(e), this election shall in no
            way prejudice Landlord's right at anytime hereafter to cancel said
            election in favor of the remedy prescribed in the foregoing
            Paragraph 28(d).

      (f)   Damages If Lease Not Terminated: In the event that Landlord elects
            to repossess the Premises without terminating the Lease, then Tenant
            shall be liable for and shall pay to Landlord at the address
            specified in Paragraph 1(d) above, all Rent accrued to the date of
            such repossession, plus Rent as it becomes due required to be paid
            by Tenant to Landlord during the remainder of the Lease Term as
            stated in Paragraph 1(g), diminished by any net sums thereafter
            received by Landlord through reletting the Premises during said
            period (after deducting expenses incurred by Landlord as provided in
            Paragraph 29). Actions to collect amounts due by Tenant as provided
            in this paragraph may be brought from time to time by Landlord
            during the aforesaid period, on one or more occasions, without the
            necessity of Landlord's waiting until the expiration of such period;
            and in no event shall Tenant be entitled to


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            any excess of rent obtained by reletting over and above the Rent
            provided for in this Lease.

      (g)   Recovery of Concessions. In the event of a default in the payment of
            Rent, Tenant shall in addition to all other sums owed to Landlord,
            pay to Landlord an amount equal to the dollar amount of all
            unamortized "concessions" provided to Tenant in connection with
            this Lease, which Landlord and Tenant hereby agree shall be an
            amount equal to three months Base Rent and any unamortized leasing
            commissions incurred in connection with this Lease. The foregoing
            shall not, however, act to limit in any manner the damages or
            remedies to which Landlord may be entitled under this Lease by law,
            but shall act only as a reimbursement of such concessions as may
            have been provided to Tenant as an incentive to enter into this
            Lease.

29.   EXPENSE OF REPOSSESSION: It is further agreed that, in addition to
      payments required pursuant Paragraph 28 above, Tenant shall compensate
      Landlord for all expenses incurred by Landlord in repossession (including
      among other expenses, repairs, the sum of the unamortized portion of the
      initial Landlord costs including, but not limited to, Tenant Improvement
      costs, commissions and architectural and engineering fees, replacements,
      advertisements and brokerage fees), and all losses incurred by Landlord as
      a direct result of Tenant's default.

30.   CUMULATIVE REMEDIES; WAIVER OR RELEASE: Landlord may restrain or enjoin
      any breach or threatened breach of any covenant, duty or obligation of
      Tenant herein contained without the necessity of providing the inadequacy
      of any legal remedy or irreparable harm. The remedies of Landlord
      hereunder shall be deemed cumulative and not exclusive of each other. No
      action, omission or commission by Landlord, including specifically, the
      failure to exercise any right, remedy or recourse, shall be deemed a
      waiver or release of the same. A waiver or release shall exist and be
      effective only as set forth in written document executed by Landlord, and
      then only to the extent recited therein. A waiver or release with
      reference to any one event shall not be construed as continuing as to, or
      as a bar to, or as a waiver or a release of, any right, remedy or recourse
      as to any other or subsequent event.

31.   HAZARDOUS WASTE:

      (a)   Tenant agrees that no toxic or hazardous substances or wastes,
            pollutants or contaminants, or any hazardous substance as defined in
            the Comprehensive Environment Response, Compensation and Liability
            Act of 1980, 42 USC 9601-9657, as amended ("CERCLA") (collectively,
            "Environmental Pollutants") will be generated, treated, stored,
            released or disposed of, or otherwise placed, deposited in or
            located on the Premises or Building by Tenant, its agents,
            contractors or employees, and no activity shall be


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            undertaken on the Premises or Building by Tenant, its agents,
            contractors or employees that would cause or contribute to (i) the
            Premises to become a generation, treatment, storage or disposal
            facility within the meaning of, or otherwise bring the Premises
            within the ambit of the Resource Conservation and Recovery Act of
            1976 ("RCRA"), 42 USC 6901 et. seq., or any similar state law or
            local ordinance, (ii) a release or threatened release of toxic or
            hazardous wastes or substances, pollutants or contaminants, from the
            Premises or Building within the meaning of, or otherwise result in a
            liability in connection with the Premises or Building within the
            meaning of, or otherwise result in liability in connection with the
            Premises within the ambit of CERCLA, or any similar state law or
            local ordinance, or (iii) the discharge of pollutants or effluents
            into any water source or system, the dredging or filling of any
            waters, or the discharge into the air of any emissions, that would
            require a permit under the Federal Water Pollution Control Act, 33
            USC 1251 et. seq., or the Clean Air Act, 42 USC 7401 et. seq., or
            any similar state law or local ordinance, except in each case for de
            minimis amounts of cleaning supplies used in the Premises.

      (b)   Tenant agrees to indemnify and hold Landlord harmless from and
            against and to reimburse Landlord with respect to, any and all
            claims, demands, causes of action, loss, damage, liabilities, costs
            and expenses (including attorney's fees and court costs) of any and
            every kind and character, known or unknown, fixed or contingent,
            asserted against or incurred by Landlord at any time and from time
            to time by reason of or arising out the breach of its obligations
            contained in Paragraph 31(a) above. Tenant's indemnification of
            Landlord shall be limited to claims, reasonable demands, causes of
            action, loss, damage liabilities, costs and expenses (including
            attorney's fees and court costs) of any and every kind and
            character, known or unknown, fixed or contingent, caused by Tenant's
            use of the Premises, Building, or any other structure on the
            Property during the Lease.

32.   ATTORNEY'S FEES: If, on account of any breach or default by one party (the
      "Defaulting Party") in its obligations hereunder, the other party (the
      "Non-Defaulting Party") shall employ an attorney or attorneys to present,
      enforce or defend any of the such party's rights or remedies hereunder,
      the Defaulting Party agrees to pay any reasonable attorneys' fees incurred
      by the Non-Defaulting Party in such connection.

33.   DEFAULT BY LANDLORD: In the event of a default or breach by Landlord under
      this Lease, then Tenant shall be entitled to such rights and remedies as
      may be available to Tenant at law or in equity.

34.   PEACEFUL ENJOYMENT: Tenant shall, and may peacefully have, hold, and enjoy
      the Premises, subject to the other terms hereof, provided that Tenant pays

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      the Rent and other sums herein recited to be paid by Tenant and performs
      all of Tenant's covenants and agreements herein contained. This covenant
      and any and all other covenants of Landlord shall be binding upon Landlord
      and its successors only with respect to breaches occurring during its or
      their respective periods of ownership of the Landlord's interest
      hereunder.

35.   HOLDING OVER: In the event of holding over by Tenant after expiration or
      other termination of this Lease or in the event Tenant continues to occupy
      the Premises after the termination of Tenant's right of possession
      pursuant to Paragraph 28 hereof, Tenant shall, throughout the entire
      holdover period, pay rent equal to twice the Base Rental and additional
      rent which would have been applicable had the term of this Lease continued
      though the period of such holding over by Tenant. No holding over by
      Tenant after the expiration of the term of this Lease shall be construed
      to extend the term of this Lease.

36.   SUBORDINATION TO MORTGAGE: Tenant accepts this Lease subject and
      subordinate to any first mortgage, first deed of trust or other first lien
      presently existing or hereafter arising upon the Premises, upon the
      Building or upon the Property as a whole, and to any renewals, refinancing
      and extensions thereof, provided that such mortgagee or lienholder enters
      into an agreement not to disturb Tenant's use and occupancy of the
      Premises so long as Tenant is not in default, but Tenant agrees that any
      such first mortgagee shall have the right at any time to subordinate such
      first mortgage, first deed of trust or other first lien on such terms and
      subject to such conditions as such mortgagee may deem appropriate in its
      discretion. Landlord hereby agrees to use commercially reasonable efforts
      to obtain a non-disturbance agreement from any existing mortgagee or
      lienholder in form reasonably acceptable to Tenant within 60 days of the
      date of this Lease. Tenant agrees to execute such further instruments
      subordinating this Lease (or such mortgage to this Lease) or attorning to
      the holder of any such liens as Landlord may request in writing; provided
      such instruments include non-disturbance language reasonably acceptable to
      Tenant. In the event that Tenant should fail to execute any such
      instrument within fifteen (15) days of such request, Tenant hereby
      irrevocably constitutes Landlord as its attorney-in-fact to execute such
      instrument in Tenant's name, place and stead, it being agreed that such
      power is one coupled with an interest. Tenant agrees that it will from
      time to time within fifteen (15) days of receipt of written request by
      Landlord execute and deliver to such persons as Landlord shall request a
      statement in recordable form certifying that this Lease is unmodified and
      in full force and effect (or if there have been Modifications, that the
      same is in full force and effect as so modified), stating the dates to
      which rent and any other charges payable under this Lease have been paid,
      stating that Landlord is not in default hereunder (or if Tenant alleges a
      default stating the nature of such alleged default) and further stating
      such other matters as Landlord shall reasonably require.


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37.   LANDLORD'S CONTRACTUAL SECURITY INTEREST: In addition to the statutory
      Landlord's lien, Tenant hereby grants to Landlord and Landlord shall have
      at all times, a valid security interest to secure payment of all Rent and
      other sums of money becoming 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 goods, wares, equipment, fixtures, furniture, improvements and
      other personal property of Tenant presently, or which may hereafter may
      be, situated on the Premises, and all proceeds therefrom, and such
      property shall not be removed without the written consent of Landlord,
      except in the ordinary course of Tenant's business. Landlord shall have
      the rights and remedies of a secured party as set forth in the Texas
      Uniform Commercial Code. Upon the occurrence of an event of default by
      Tenant, Landlord may, in addition to any other remedies provided herein,
      enter upon the Premises and take possession of any and all goods, wares,
      equipment, fixtures, furniture, improvements and other personal property
      of Tenant situated on the Premises, without liability for trespass or
      conversion, and sell the same at public or private sale, with or without
      having such property at the sale, after giving Tenant reasonable notice,
      the requirement of reasonable notice of the time and place of any public
      sale or of the time after which any private sale is to be made, at which
      sale the Landlord or its assigns may purchase unless otherwise prohibited
      by law. Unless otherwise provided by law, and without intending to exclude
      any other manner of giving Tenant reasonable notice, the requirement of
      reasonable notice shall be met if such notice is given in the manner
      prescribed in this Lease at least seven (7) days before the time of sale.
      Any sale made pursuant to the provision of this Paragraph 37 shall be
      deemed to have been a public sale conducted in a commercially reasonable
      manner if held on the Premises or where the property is located after the
      time, place, and method of sale and a general description of the types of
      property to be sold have been advertised in a daily newspaper published in
      the county in which the property is located for five (5) consecutive days
      before the date of the sale. The proceeds from any such disposition, less
      any and all expenses connected with the taking possession, holding and
      selling of the property (including reasonable attorney's fees and legal
      expenses), 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 or as otherwise required by law; the Tenant shall pay any
      deficiencies forthwith.

38.   USE AND STORAGE OF PERSONAL PROPERTY: In the event that Landlord shall
      have taken possession of the Premises pursuant to the authority herein
      granted, then Landlord shall have the right to keep in place and use all
      of the furniture, fixtures and equipment at the Premises, including that
      which is owned by or leased to Tenant, at all times prior to any
      foreclosure thereon by Landlord or repossession thereof by any Lessor
      thereof or third party having a lien thereon. Landlord shall remove from
      the Premises (without the necessity of obtaining a distress warrant, writ
      of sequestration or other legal process) all or any portion of

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      such furniture, fixtures, equipment and other property located thereon and
      place same in storage at any premises within the county where the Building
      is located, including premises owned by Landlord or an affiliate of
      Landlord; and in such event, Tenant shall be liable to Landlord for costs
      incurred by Landlord in connection with such removal and storage. Landlord
      shall relinquish possession of all or any portion of such furniture,
      fixtures, equipment and other property to any person ("Claimant") claiming
      to be entitled to possession thereof who presents to Landlord a copy of
      any instrument represented to Landlord by Claimant to have been executed
      by Tenant (or any predecessor of Tenant) granting Claimant the right under
      various circumstances to take possession of such furniture, fixtures,
      equipment or other property, without the necessity on the part of Landlord
      to inquire into the authenticity of said instrument or copy of Tenant's
      (or Tenant's predecessor's) signature thereon and without the necessity of
      Landlord's making any nature of investigation or inquiry as to the
      validity of the factual or legal basis upon which Claimant purports to
      act; and Tenant agrees to indemnify and hold Landlord harmless from all
      cost, expense, loss, damage and liability incident to Landlord's
      relinquishment of possession of all or any portion of such furniture,
      fixtures, equipment or other property to Claimant. The rights of Landlord
      herein stated shall be in addition to any and all other rights which
      Landlord has or may hereafter have at law or in equity; and Tenant
      stipulates and agrees that the rights herein granted Landlord are
      commercially reasonable.

39.   SUBORDINATION OF LANDLORD'S LIEN: Landlord hereby agrees to subordinate
      all statutory and contractual landlord's liens (and, provided Tenant is
      not in default at the time, agrees to sign documents so indicating [on
      terms and conditions reasonably acceptable to Landlord], within ten (10)
      days after Tenant's request) to any liens or security interests covering
      Tenant's inventory, or fixtures, furniture or equipment of Tenant in favor
      of third-party lenders providing financing to Tenant (including
      purchase-money financing). Additionally, notwithstanding anything to the
      contrary contained herein, Tenant shall be permitted to remove contents
      from the Premises without Landlord's consent (free and clear of any
      landlord's liens) whenever Tenant has not previously received from
      Landlord a written notice of default, which remains uncured.

40.   NO IMPLIED WAIVER: The failure of either party to insist at any time upon
      the strict performance of any covenant or agreement herein, or to exercise
      any option, right, power or remedy contained in this Lease shall not be
      construed as a waiver or a relinquishment thereof for the future. No
      payment by Tenant or receipt by Landlord of a lesser amount than the
      monthly installment of rent due under this lease shall be deemed to be
      other than the earliest rent due hereunder, nor shall any endorsement or
      statement on any check or any letter accompanying any check or payment as
      rent be deemed an accord and satisfaction, and Landlord may accept such
      check or payment without prejudice to Landlord's right to recover the
      balance of such rent or pursue any other remedy in this Lease provided.


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41.   PERSONAL LIABILITY: The liability of Landlord to Tenant for any default by
      Landlord under the terms of this Lease shall be limited to Landlord's
      interest in the Building and the Property and Tenant agrees to look solely
      to Landlord's interest in the Building and the Property for recovery of
      any judgment from Landlord, it being intended that Landlord shall not be
      personally liable for any judgment or deficiency.

42.   SECURITY DEPOSIT:

      (a) SECURITY DEPOSIT. Tenant shall deliver the Security Deposit to
      Landlord upon the date of full execution of this lease. The Security
      Deposit shall be held by Landlord without liability for interest and as
      security for the performance by Tenant of Tenant's covenants and
      obligations under this Lease, it being expressly understood that the
      Security Deposit shall not be considered an advance payment of rental or a
      measure of Tenant's damages in case of default by Tenant. Landlord may
      commingle the Security Deposit with Landlord's other funds. Landlord may,
      from time to time, without prejudice to any other remedy, use the Security
      Deposit to the extent necessary to make any arrearages of rent or to
      satisfy any other covenant or obligation of Tenant hereunder. Following
      any such application of the Security Deposit, Tenant shall pay to Landlord
      on demand the amount so applied in order to restore the Security Deposit
      to its original amount. If Tenant is not in default at the termination of
      this Lease, the balance of the Security Deposit remaining after any such
      application shall be returned by Landlord to Tenant. If Landlord transfers
      its interest in the Premises during the term of this Lease, Landlord may
      assign the Security Deposit to the transferee and thereafter shall have no
      further liability for the return of such Security Deposit.

      (b) CREDIT ENHANCEMENT. Upon execution of the Lease, Tenant shall pay to
      Landlord the Additional Security Deposit (equal to one month's Base
      Rental) to be held in escrow. If (i) Tenant fails to show a profit for
      three (3) successive quarters and (ii) Tenant's cash falls below
      $10,000,000 at the end of any quarter during the Lease Term, Tenant will
      be required to pay an amount equal to one (1) month's Base Rental to
      Landlord to be held in escrow and added to the Additional Security
      Deposit. If Tenant (i) has three (3) consecutive quarters of
      profitability, (ii) has never been in default under the Lease, and (iii)
      has never been "late" in making any Base Rental or other payments under
      the Lease, then Landlord will return the Additional Security Deposit
      (whether one month's Base Rental or two month's Base Rental) within thirty
      (30) days of written request by Tenant.

43.   NOTICE: All notices or other communications required or permitted to be
      given pursuant to this Lease shall be in writing and shall be considered
      as properly given (i) mailed by first class United States mail, postage
      prepaid, registered or certified with return receipt requested, (ii) by
      delivering same in person to the

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      intended addressee, (iii) by delivery to an independent third party
      commercial delivery service for same day or next day delivery and
      providing for evidence of receipt at the office of the intended addressee;
      or (iv) by facsimile or similar transmission with confirmation of
      transmission by sender. Notice so mailed shall be effective two (2) days
      after its deposit with the United States Postal Service or any successor
      thereto; notice sent by such a commercial delivery service shall be
      effective upon delivery to such commercial delivery service; notice given
      by personal delivery shall be effective only if and when received by the
      addressee; and notice given by other means shall be effective only if and
      when received at the designated address of the intended addressee. For
      purposes of notice, the addresses and facsimile numbers of the parties
      shall be as set forth on Paragraph I of this Agreement; provided, however,
      that either party shall have the right to change its address and facsimile
      numbers for notice hereunder to any other location within the continental
      United States by the giving of thirty (30) days notice to the other party
      in the manner set forth herein.

44.   SEVERABILITY: If any term or provision of this Lease, or the application
      thereof to any person or circumstance shall, to any extent, be invalid or
      unenforceable, the remainder of this Lease, or the application of such
      term or provision to persons or circumstances other than those as to which
      it held invalid or unenforceable, shall not be affected thereby, and each
      term and provision of this Lease shall be valid and enforceable to the
      fullest extent permitted by law.

45.   AMERICANS WITH DISABILITIES ACT AND TEXAS ARCHITECTURAL BARRIERS ACT: From
      and after the Commencement Date, Tenant agrees to comply with all
      requirements of the Americans with Disabilities Act (42 USC 12101 to
      12213) and the Texas Architectural Barriers Act (Article 9102, Tex. Rev.
      Civ. St., 1991) (collectively, the "Acts") applicable to the Premises.
      Tenant agrees to indemnify and hold Landlord harmless from any and all
      expenses, liabilities, costs or damages suffered by Landlord as result of
      additional obligations which may be imposed on the Building or the
      Property after the Commencement Date, under either of such Acts by virtue
      of Tenant's operations and/or occupancy. Tenant acknowledges that from and
      after the Commencement Date, it will be wholly responsible for any
      accommodations or alterations, which need to be made to the Premises to
      accommodate disabled employees, customers and invitees of Tenant. No
      provision in this Lease should be construed in any manner as permitting,
      consenting to or authorizing Tenant to violate requirements under either
      such Act and any provision of the Lease which could arguably be construed
      as authorizing a violation of either Act shall be interpreted in a manner
      which permits compliance with such Act and is hereby amended to permit
      such compliance. Landlord hereby represents and warrants that, to the best
      of Landlord's knowledge, the Building and the Premises are in compliance
      with the Acts as of the Commencement Date. Notwithstanding anything to the
      contrary contained herein, to the extent that the Building and the
      Premises are not in


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         compliance with the Acts as of the Commencement Date, any
         accommodations or alterations necessary to comply or to accommodate
         disabled employees, customers and invitees of Tenant shall be the
         responsibility of Landlord.

46.      RECORDATION: Tenant agrees not to record this Lease, or any memorandum
         hereof. In the event Landlord's first mortgagee may so require Tenant
         and Landlord agree to execute a short form of this Lease for
         recordation.

47.      GOVERNING LAW: This Lease and the rights and obligations of the Parties
         hereto shall be interpreted, construed, and enforced in accordance with
         the laws of the State of Texas.

48.      FORCE MAJEURE: Whenever a period of time is herein prescribed for the
         taking of any action by Landlord, Landlord shall not be liable or
         responsible for, and there shall be excluded from the computation of
         such period of time, any delays due to strikes, riots, acts of God,
         shortages of labor or materials, war, governmental laws, regulations or
         restrictions, or any other cause whatsoever beyond the control of
         Landlord.

49.      TIME OF PERFORMANCE: Except as expressly otherwise herein provided,
         with respect to all required acts of Tenant time is of the essence of
         this Lease.

50.      TRANSFERS BY LANDLORD: Landlord shall have the right to transfer and
         assign, in whole or in part, all its rights and obligations hereunder
         and in the Building and Property, and in such event and upon such
         transfer Landlord shall be released from any further obligations
         hereunder, and Tenant agrees to look solely to such successor in
         interest of Landlord for the performance of such obligations. This
         Lease shall not be affected by any such transfer.

51.      BROKER: Tenant and Landlord each represents and warrants to the other
         that Tenant and Landlord, respectively, have dealt with, and only with:

         Landlord's representative:        Jan Rhea, International Capital, Inc.
         Tenant's representative:          Bob Steinweg, RES Enterprises, Inc.

         as brokers in connection with this Lease, and that, insofar as Tenant
         and Landlord, respectively knows, no other broker negotiated this Lease
         or is entitled to any commission in connection herewith and Tenant and
         Landlord, respectively, shall indemnify and hold harmless the other
         from and against all claims and costs (and costs of defending against
         and such claims) of any broker or similar parties claiming by, through,
         or under Tenant and Landlord respectively, in connection with this
         Lease.


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52.      EFFECT OF DELIVERY OF THIS LEASE: Landlord has delivered a copy of this
         Lease to Tenant for Tenant's review only, and the delivery hereof does
         not constitute an offer to Tenant or option. This Lease shall not be
         effective until a copy executed by both Landlord and Tenant is
         delivered to and accepted by Landlord.

53.      ENTIRE AGREEMENT: It is expressly agreed by Tenant, as a material
         consideration for the execution of this Lease, that this Lease, with
         the specific references to written extrinsic documents, is the entire
         agreement of the parties; that there are, and were, no verbal
         representations, warranties, understandings, stipulations, agreements
         or promises pertaining to this Lease or the expressly mentioned written
         extrinsic documents not incorporated in writing in this Lease.

54.      AMENDMENT: This Lease may not be altered, waived, amended or extended
         except by an instrument in writing signed by Tenant and Landlord.

55.      LIMITATION OF WARRANTIES: LANDLORD AND TENANT EXPRESSLY AGREE THAT
         THERE ARE AND SHALL BE NO IMPLIED WARRANTIES OF MERCHANTABILITY,
         HABITABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OF ANY OTHER KIND
         ARISING OUT OF THIS LEASE AND THERE ARE NO WARRANTIES WHICH EXTEND
         BEYOND THOSE EXPRESSLY SET FORTH IN THIS LEASE.

56.      MAIL: Tenant understands and agrees that mail delivery in the Building
         shall be only to boxes contained in the mailroom provided by Landlord.

57.      EXHIBITS: In addition to Exhibits A, B, C, D and E, the following
         exhibits are attached hereto and incorporated herein and made a part of
         this Lease for all purposes:


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         IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease in
multiple original counterparts as of the day and year first above written.


LANDLORD:                                         TENANT

WEDGEWOOD DRIVE PARTNERS, LTD.                    INTERPHASE CORPORATION
   a Texas limited partnership

By:       Collinternational II, Inc.
Its:      General Partner

By:       /s/ GARY BRIEL                          By:  /s/ STEVE KOVAC
          ------------------------------               -------------------------
          Gary Briel

Its:      Vice President                          Its: Chief Financial Officer


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                                    EXHIBIT A

                             PARKWAY CENTRE, PHASE I
                            2901 NORTH DALLAS PARKWAY
                                  PLANO, TEXAS

                                LEGAL DESCRIPTION


BEING all of that tract of land in the City of Plano, Collin County, Texas, a
part of the JOHN H. MOUNTS SURVEY, ABSTRACT NO. 610, and being a part of Lot 1,
Bock C, Carrington Park Addition, an addition to the City of Plano as recorded
in Cabinet 1, Page 328, Collin County Plat Records, and being further described
as follows:

BEGINNING at a "X" found in concrete at the northwest corner of said Lot 1, said
point being the intersection of the east line of Communications Parkway (a 110
foot wide right-of-way) with the south line of Wedgewood Drive (a 60 foot wide
right-of-way);

THENCE along the north line of said Lot 1 and along the south line of Wedgewood
Drive as follows:

          Northeasterly, 125.10 feet along a curve to the right which has a
central angle of 17 degrees 03 minutes 58 seconds, a radius of 420.00 feet, a
tangent of 63.02 feet, and whose chord bears North 81 degrees 09 minutes 48
seconds East, 124.64 feet to a 1-inch iron rod found for corner;

          North 89 degrees 41 minutes 47 seconds East, 551.53 feet to a "X",
found in the concrete at the northeast corner of said Lot 1, said point being in
the west line of Dallas North Tollway (a variable width right-of-way);

THENCE along the east line of said Lot 1 and along the west line of Dallas North
Tollway as follows:

          South 00 degrees 18 minutes 13 seconds East, 299.35 feet to a 1-inch
iron rod found for corner;

          Southeasterly, 4.65 feet along a curve to the left which has a central
angle of 00 degrees 08 minutes 20 seconds, a radius of 1919.86 feet, a tangent
of 2.33 feet, and whose chord bears South 00 degrees 22 minutes 23 seconds East,
4.65 feet to a 1-inch iron rod set for corner;

THENCE South 89 degrees 41 minutes 47 seconds West, 340.58 feet to a 1-inch iron
rod set for corner;

THENCE North 00 degrees 18 minutes 13 seconds West, 38.00 feet to a 1-inch iron
rod set for corner;

THENCE South 89 degrees 41 minutes 47 seconds West, 310.00 feet to a 1-inch iron
rod set for corner in the west line of said Lot 1, said point being in the east
line of Communications Parkway;

THENCE along the west line of said Lot 1 and along the east line of
Communications Parkway as follows:

          North 00 degrees 06 minutes 00 seconds West, 56.14 feet to a 1-inch
iron rod found for corner;

          Northwesterly, 193.46 feet along a curve to the left which has a
central angle of 14 degrees 56 minutes 59 seconds, a radius of 741.46 feet, a
tangent of 97.28 feet, and whose chord bears North 07 degrees 34 minutes 30
seconds West, 192.92 feet to the POINT OF BEGINNING and containing 187,170
square feet or 4.2968 acres of land.


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                                    EXHIBIT B

                             PARKWAY CENTRE, PHASE I
                            2901 NORTH DALLAS PARKWAY
                                  PLANO, TEXAS

                                DEMISED PREMISES


                                   [ATTACHED]


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                              [SECOND FLOOR PLAN]


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                                    EXHIBIT C

                             PARKWAY CENTRE, PHASE I
                            2901 NORTH DALLAS PARKWAY
                                  PLANO, TEXAS

                               SPECIAL PROVISIONS


Landlord agrees that (i) there will be no additional rent charged to Tenant for
Operating Expenses for the year 2003, (ii) the additional rent for Tenant's
Prorata Share of the 2004 Controllable Operating Expenses will be capped at 8%
over the Base Year and (iii) the additional rent for Tenant's Prorata Share of
the 2005 Controllable Operating Expenses will be capped at 8% over the amount
paid by Tenant in the year 2004.

Landlord agrees that Tenant will be entitled to ten (10) designated covered
parking spaces @ $35/month subject to adjustment during the option term based on
the then-current market rate.

Tenant, at Tenant's sole cost and expense, shall place signage identifying
Tenant on the monument sign for the Building and on the first floor directory.
In addition, Tenant may, at Tenant's sole cost and expense, place a sign on the
exterior of the Building and in the second floor lobby of the Building where the
"Xalted" signs are currently located. The design and size of these signs is to
be comparable to the existing Xalted signs and will be subject to Landlord's
approval, which shall not be unreasonably withheld, conditioned or delayed.

Landlord grants tenant Right of First Offer on any additional vacant space
currently occupied by Xalted.

If during the Lease Term, all or any part of the space currently occupied by
Xalted (the "Offer Space") shall become available for lease, Tenant shall have
an initial right of first offer (the "Right of First Offer") to lease all or any
portion of the Offer Space that Landlord elects to lease to bona fide third
parties (the "Subject Space"). Prior to Landlord leasing the Subject Space to
third parties, Landlord shall first offer the Subject Space to Tenant by written
notice (the "Offer"). The Offer shall contain all of the material terms and
conditions upon which Landlord would be willing to lease the Subject Space,
including, without limitation, rental rate, allowances and concessions, term and
date of occupancy. Tenant shall have fifteen (15) days from receipt of the Offer
to accept the Offer in writing. The failure of Tenant to accept the Offer within
such fifteen (15) day period shall constitute rejection of the Offer. If Tenant
accepts the Offer, Landlord and Tenant shall promptly enter into an amendment to
the Lease adding Subject Space the Premises and otherwise incorporating the
terms and conditions of the Offer. If the Subject Space constitutes less than
the Offer Space, the Right of First Offer shall continue with respect to the
balance of the Offer Space.


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Notwithstanding anything to the contrary in this Lease, Landlord will use its
best efforts to grant access to the Premises to Tenant by August 15, 2002, but
in no event later than September 1, 2002, in order to begin making improvements
to the Premises. After Tenant completes its improvements to the Premises,
Landlord will then complete the improvements required by Landlord under this
Lease prior to October 1, 2002.


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                                    EXHIBIT D

                             PARKWAY CENTRE, PHASE I
                            2901 NORTH DALLAS PARKWAY
                                  PLANO, TEXAS

                                   WORK LETTER

Tenant takes the demised premises in an "as is" condition except Landlord will
replace the carpet with Building Standard grade (as defined below), repaint,
strip and wax VCT flooring, repair light fixtures and replace damaged or soiled
ceiling tiles.

Tenant may select the carpet and paint color from samples supplied by the
Landlord. The Building Standard grade carpet is 26 to 28 ounces.



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                                    EXHIBIT E

                             PARKWAY CENTRE, PHASE I
                            2901 NORTH DALLAS PARKWAY
                                  PLANO, TEXAS

                              RULES AND REGULATIONS


1.       Sidewalks, doorways, vestibules, halls, stairways, and similar areas
         shall not be obstructed nor shall refuse, furniture, boxes or other
         items be placed therein by Tenant or its officers, agents, servants,
         and employees, or used for any purpose other than ingress and egress to
         and from the leased premises, or for going from one part of the
         Building to another part of the Building. Canvassing, soliciting and
         peddling in the Building is prohibited.

2.       Plumbing fixtures and appliances shall be used only for the purposes
         for which constructed, and no unsuitable material shall be placed
         therein.

3.       No signs, directories, posters, advertisements, or notices shall be
         painted or affixed on or to any of the windows or doors, or in
         corridors or other parts of the Building, except in such color, size,
         and style, and in such places, as shall be first approved in writing by
         Landlord at Tenant's expense. Landlord shall have the right to remove
         all unapproved signs without notice to Tenant, at the expense of
         Tenant.

4.       Tenants shall not do, or permit anything to be done in or about the
         Building, or bring or keep anything therein, that will in any way
         increase the rate of fire or other insurance on the Building, or on
         property kept therein or otherwise increase the possibility of fire or
         other casualty.

5.       Landlord shall have the power to prescribe the weight and position of
         heavy equipment or objects, which may over stress any portion of the
         floor. All damage done to the Building by the improper placing of such
         heavy items will be repaired at the sole expense of the responsible
         Tenant.

6.       Tenants shall notify the Building Manager when safes or other heavy
         equipment are to be taken in or out of the Building, and the moving
         shall be done after written permission is obtained from Landlord on
         such conditions as Landlord shall require.

7.       Corridor doors, when not in use, shall be kept closed.

8.       All deliveries must be made via the service entrance and service
         elevator, when provided, during normal working hours. Landlord's
         written approval must be obtained for any delivery after normal working
         hours. Landlord will provide


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         Tenants with a list of restricted types of deliveries which will be
         performed only during certain hours.

9.       Tenants shall cooperate with Landlord's employees in keeping the leased
         premises neat and clean.

10.      Tenants shall not cause or permit any improper noises in the Building,
         or allow any unpleasant odors to emanate from the leased premises, or
         otherwise interfere, injure or annoy in any way other tenants, or
         persons having business with them.

11.      No animals shall be brought into or kept in or about the Building,
         except for "seeing eye" or lead dogs.

12.      When conditions are such that Tenant must dispose of crates, boxes,
         etc., on the sidewalk, it will be the responsibility of Tenant to
         dispose of same prior to, or after the hours of 7:30 a.m. and 5:30
         p.m., respectively. Crates and construction debris shall be removed
         from the project by Tenant at Tenant's expense and shall not be placed
         in ordinary trash removal receptacles.

13.      No machinery of any kind, other than ordinary office machines such as
         typewriters, computers, and printers, shall be operated on the leased
         premises without the prior written consent of Landlord, nor shall
         Tenants use or keep in the Building any inflammable or explosive fluid
         or substance (including Christmas trees and ornaments), or any
         illuminating materials, except candles. No space heaters or fans shall
         be operated in the Building, without Landlord's prior consent.

14.      No bicycles, motorcycles or similar vehicles will be allowed in the
         Building.

15.      No nails, hooks, or screws shall be driven into or inserted in any part
         of the Building except as approved by Building maintenance personnel;
         provided, however, that Tenant may use nails, hooks and screws to hang
         pictures, shelves and other items within the Premises, as necessary,
         without prior approval. Tenant will repair any resulting holes prior to
         move-out.

16.      Landlord has the right to evacuate the Building in the event of such an
         emergency or catastrophe, and Tenant shall cooperate in such an
         evacuation.

17.      No food and/or beverages shall be distributed from Tenant's office
         without the prior written approval of the Building Manager, except that
         food and drinks may be served to Tenant's employees, agents, guests,
         customers, and invitees within the Premises without prior approval.

18.      No additional locks shall be placed upon any doors without the prior
         written consent of Landlord. All necessary keys shall be furnished by
         Landlord, and the same shall be surrendered upon termination of this
         Lease, and Tenant shall initially be given two (2) keys to the Premises
         by Landlord. No duplicates of such


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         keys shall be made by Tenants. Additional keys shall be obtained only
         from Landlord, at a fee to be determined by Landlord.

19.      Tenants will not locate furnishings or cabinets adjacent to mechanical
         or electrical access panels or over air conditioning outlets so as to
         prevent operating personnel from servicing such units as routine or
         emergency access may require. Cost of moving such furnishings for
         Landlord's access will be for Tenant's account. The lighting and air
         conditioning equipment of the Building will remain the exclusive charge
         of the Building designated personnel.

20.      Tenant shall comply with such parking rules and regulations as may be
         posted and distributed from time to time.

21.      No portion of the Building shall be used for the purpose of lodging
         rooms.

22.      Prior written approval, which shall be at Landlord's sole discretion,
         must be obtained for installation of window shades, blinds, drapes, or
         any other window treatment of any kind whatsoever. Landlord will
         control all internal lighting that may be visible from the exterior of
         the Building and shall have the right to change any unapproved
         lighting, without notice to Tenant, at Tenant's expense.

23.      No Tenant shall make any changes or alterations to any portion of the
         Building without Landlord's prior written approval, which may be given
         on such conditions as Landlord may elect. All such work shall be done
         by Landlord or by contractors and/or workmen approved by Landlord,
         working under Landlord's supervision.

24.      Landlord reserves the right to rescind any of these rules and make such
         other reasonable and further rules and regulations as in its reasonable
         judgment shall from time to time be needful for the operation of the
         Building, which rules shall be binding upon each Tenant upon delivery
         to such Tenant of notice thereof in writing.


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                                    EXHIBIT F

                             PARKWAY CENTRE, PHASE I
                            2901 NORTH DALLAS PARKWAY
                                  PLANO, TEXAS

                                 RENEWAL OPTION


Tenant (but not any assignee or subtenant of Tenant, even if Landlord's consent
is obtained as required under Article XIX of this lease) is granted the
option(s) to extend the term of this lease for one (1) consecutive extended term
of three (3) years, provided (a) Tenant is not in default at the time of
exercise of the option, and (b) Tenant gives written notice of its exercise of
the respective option at least one hundred eighty (180) days prior to the
expiration of the original term or the expiration of the then existing term.
Each extension term shall be upon the same terms, condition and rentals, except
(i) Tenant shall have no further right of renewal after the last extension term
prescribed above, and (ii) the monthly Minimum Guaranteed Rental will be at a
then Market Rate but not to exceed $19.50 psf in year 1, $20.50 psf in year 2
and $21.50 psf in year 3, and (iii) the additional rent for Tenant's Prorata
Share of the Controllable Operating Expenses will be prorata over the Base Year
expense. Notwithstanding the above provisions to the contrary: (A) in no event
will the adjusted monthly Base Rental for any option period be lower than the
monthly Base Rental for the immediately preceding period; and (B) in the event
Tenant has not agreed in writing to accept the monthly Base Rental before ninety
(90) days prior to the expiration of the then existing Lease Term, Landlord at
its option may terminate this Lease as of the expiration of the then existing
Lease Term. For purposes of this Lease, the term "Market Rate" shall mean the
rent actually received for properties of equivalent size, quality and utility
within a two (2) mile radius of the Property from tenants of similar size and
creditworthiness.


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