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                                                                  Exhibit 10.2

                            DALLAS-FORT WORTH ASSOCIATES

          NORTH TEXAS COMMERCIAL ASSOCIATION OF REALTORS-Registered Trademark-

                             COMMERCIAL LEASE AGREEMENT

<TABLE>
<CAPTION>
TABLE OF CONTENTS

Article                                                         PAGE
                                                                ----
<S>                                                             <C>
1.   Defined Terms                                                 1
2.   Lease and Lease Term                                          2
3.   Rent and Security Deposit                                     2
4.   Taxes                                                         3
5.   Insurance and Indemnity                                       3
6.   Use of Demised premises                                       4
7.   Property Condition, Maintenance, Repairs and Alterations      5
8.   Damage or Destruction                                         6
9.   Condemnation                                                  7
10.  Assignment and Subletting                                     7
11.  Default and Remedies                                          7
12.  Landlord's Contractual Lien                                   9
13.  Protection of Lenders                                         9
14.  Environmental Representations and Indemnity                  10
15.  Professional Service Fees                                    10
16.  Miscellaneous                                                11
17.  Additional Provisions                                        13
</TABLE>

EXHIBITS AND ADDENDA.  Any exhibit or addendum  attached to this  Lease is
incorporated  as part of this Lease for all purposes.   Any  term  not
specifically   defined  in  the Addenda  shall  have  the same  meaning
given to it in the body of this  Lease.  To the extent any  provisions  in
the body of this Lease  conflict with the Addenda,  the Addenda shall control.

[CHECK  ALL BOXES  WHICH  APPLY.  BOXES NOT  CHECKED DO NOT APPLY.]

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<S>             <C>
/ / Exhibit A   Survey and/or Legal Description of the
    Property
/ / Exhibit B   Floor Plan and/or Site Plan

/X/ Addendum A  Expense Reimbursement
/ / Addendum B  Renewal Options
/ / Addendum C  Right of First Refusal for Additional Space
/ / Addendum D  Percentage Rental/Gross Sales Reports
/X/ Addendum E  Guarantee
/ / Addendum F  Construction of Improvements
/X/ Addendum G  Rules and Regulations
/ / Addendum H  Other________________________________
</TABLE>

IN CONSIDERATION of the terms, provisions and agreements contained in this
Lease, the parties agree as follows:

ARTICLE ONE: DEFINED TERMS. As used in this Commercial Lease Agreement (the
"Lease"), the terms set forth in this Article One have the following
respective meanings:

1.01.    EFFECTIVE DATE: The last date beneath the signatures of Landlord and
         Tenant on page 13 below.

1.02.    LANDLORD:         Public Industrial Property Co., Inc.
                  ------------------------------------------------------------
         Address:          7411 Hines Place, Suite 100
                 -------------------------------------------------------------
            Dallas, Texas  75235 Telephone:  (214) 637-3636 Fax:  (214) 637-6363
            -------------------------------------------------------------------

1.03.    TENANT:           Steven D. Bedowitz d/b/a Speed Release Lock Co.
                --------------------------------------------------------------
         Address:          2603 Southwell, Suite 103

            Dallas, Texas  75229 Telephone:  (972) 488-6848 Fax:  (972) 488-6780
            -------------------------------------------------------------------

1.04.    DEMISED PREMISES:     2603 Southwell, Suite 103, Dallas, Texas  75229
                           ----------------------------------------------------
     A.  STREET ADDRESS:       2603 Southwell, Suite 103, Dallas, Texas  75229
                        -------------------------------------------------------
                                       in       Dallas            County, Texas
                        ---------------  -----------------------

     B. FLOOR PLAN OR SITE PLAN: Being a floor area of approximately 3,000
square feet N/A feet by N/A feet (measured to the exterior of outside walls
to the center of the interior walls).

     C. Tenant's pro rata share of the Property is N/A%.
[See ADDENDUM A, EXPENSE REIMBURSEMENT, if applicable]

1.05.    LEASE TERM: 1 year and 0 months beginning on May 1, 2000 (the
         "Commencement Date") and ending on April 30, 2001 (the "Expiration
         Date").

1.06.    BASE RENT: $18,600.00 total Base Rent for the Lease Term payable in
         monthly installments of $1,550.00 per month in advance. (The total
         amount of Rent is defined in Section 3.01.)

1.07.    PERCENTAGE RENTAL RATE: N/A%. [See ADDENDUM D, PERCENTAGE RENTAL/GROSS
         SALES REPORTS, if applicable]

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1.08.    SECURITY DEPOSIT: $1,550.00 (due upon execution of this Lease). [See
         Section 3.04]

1.09.    PERMITTED USE: Sale and distribution of locks for guns. [See Section
         6.01]

1.10.    PARTY TO WHOM TENANT IS TO DELIVER PAYMENTS UNDER THIS LEASE [CHECK
         ONE]: /X/ Landlord, / / Principal Broker,
or
         / / Other N/A.
         Landlord may designate in writing the party authorized to act on
         behalf of Landlord to enforce this Lease. Any such authorization
         will remain in effect until it is revoked by Landlord in writing.

1.11.    PRINCIPAL BROKER: Dallas-Forth Worth Associates acting as
         [CHECK ONE]: /X/ agent for Landlord exclusively, / / agent for tenant
         exclusively, / / an intermediary.
         Principal Broker's Address: 2646 Andjon, Suite E

          Dallas, Texas 75220   Telephone: (214) 352-2408   Fax: (214) 352-5038
         ----------------------            ----------------     ---------------

1.12.    COOPERATING BROKER: :  Dallas-Forth Worth Associates acting as

         [CHECK ONE]: / / agent for Landlord exclusively, / / agent for tenant
         exclusively, / / an intermediary.
         Cooperating Broker's Address: 2646 Andjon, Suite E
                                      ----------------------------------------
          Dallas, Texas 75220   Telephone: (214) 352-2408   Fax: (214) 352-5038
         ----------------------            ----------------     ---------------

1.13.    THE FEE: The Professional Service Fee shall be as set forth in [CHECK
         ONE] / / Paragraph A, or / / Paragraph B of Section 15.01.

    A.   The percentage applicable for leases in Sections 15.01 and 15.03 shall
         be by separate agreement percent (N/A%).

    B.   The percentage applicable in Section 15.04 in the event of a sale
         shall be N/A percent (N/A%).

1.14.    ACCEPTANCE: The number of days for acceptance of this offer is 2 days.
         [See Section 16.14]

ARTICLE TWO:  LEASE AND LEASE TERM

2.01. LEASE OF DEMISED PREMISES FOR LEASE TERM. Landlord leases the Demised
Premises to Tenant and Tenant leases the Demised Premises from Landlord for the
Lease Term stated in Section 1.05. The Commencement Date is the date specified
in Section 1.05, unless advanced or delayed under any provision of this Lease.

2.02. DELAY IN COMMENCEMENT. Landlord shall not be liable to Tenant if Landlord
does not deliver possession of the Demised Premises to Tenant on the
Commencement Date specified in Section 1.05 above. Landlord's non-delivery of
possession of the Demised Premises to Tenant on the Commencement Date will not
affect this Lease or the obligations of Tenant under this Lease. However, the
Commencement Date shall be delayed until possession of the Demised Premises is
delivered to Tenant. The Lease Term shall be extended for a period equal to the
delay in delivery of possession of the Demised Premises to Tenant, plus the
number of days necessary for the Lease Term to expire on the last day of a
month. If Landlord does not deliver possession of the Demised Premises to Tenant
within sixty (60) days after the Commencement Date specified in Section 1.05,
Tenant may cancel this Lease by giving written notice to Landlord within ten
(10) days after the 60-day period ends. If Tenant gives such notice, this Lease
shall be canceled effective as of the date of its execution, and no party shall
have any obligations under this Lease. If Tenant does not give such notice
within the time specified, Tenant shall have no right to cancel this Lease, and
the Lease Term shall commence upon the delivery of possession of the Demised
Premises to Tenant. If delivery of possession of the Demised Premises to Tenant
is delayed, Landlord and Tenant shall, upon such delivery, execute an amendment
to this Lease setting forth the revised Commencement Date and Expiration Date of
the Lease Term.

2.03. EARLY OCCUPANCY. If Tenant occupies the Demised Premises prior to the
Commencement Date, Tenant's occupancy of the Demised Premises shall be subject
to all of the provisions of this Lease. Early occupancy of the Demised Premises
shall not advance the Expiration Date. Unless otherwise provided herein Tenant
shall pay Base Rent and all other charges specified in this Lease for the period
of occupancy.

2.04. HOLDING OVER. Tenant shall vacate the Demised Premises immediately upon
the expiration of the Lease Term or earlier termination of this Lease. Tenant
shall reimburse Landlord for and indemnify Landlord against all damages incurred
by Landlord as a result of any delay by Tenant in vacating the Demised Premises.
If Tenant does not vacate the Demised Premises upon the expiration of the Lease
Term or earlier termination of this Lease, Tenant's occupancy of the Demised
Premises shall be a day-to-day tenancy, subject to all of the terms of this
Lease, except that the Base Rent during the

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holdover period shall be increased to an amount which is one-and-one-half
(1 1/2) times the Base Rent in effect on the expiration or termination of this
Lease, computed on a daily basis for each day of the holdover period, plus
all additional sums due under this Lease. This paragraph shall not be
construed as Landlord's consent for Tenant to hold over or to extend this
Lease.

ARTICLE THREE:  RENT AND SECURITY DEPOSIT

3.01. MANNER OF PAYMENT. All sums payable under this Lease by Tenant (the
"Rent") shall be made to the Landlord at the address designated in Section 1.02,
unless another person is designated in Section 1.10, or to any other party or
address as Landlord may designate in writing. Any and all payments made to a
designated third party for the account of the Landlord shall be deemed made to
Landlord when received by the designated third party. All sums payable by,
Tenant under this Lease, whether or not expressly denominated as rent, shall
constitute rent for the purposes of Section 502(b)(6) of the Bankruptcy Code and
for all other purposes. The Base Rent is the minimum rent for the Demised
Premises and is subject to the terms and conditions contained in this Lease,
together with the attached Addenda, if any.

3.02. TIME OF PAYMENT. Upon execution of this Lease, Tenant shall pay the
installment of Base Rent for the first month of the Lease Term. On or before
the first day of the second month of the Lease Term and of each month
thereafter, the installment of Base Rent and other sums due under this Lease
shall be due and payable, in advance, without off-set, deduction or prior
demand. Tenant shall cause payments to be properly mailed or otherwise
delivered so as to be actually received by the party identified in 1.10 above
on or before the due date (and not merely deposited in the mail). If the
Lease Term commences or ends on a day other than the first or last day of a
calendar month the rent for any fractional calendar month following the
Commencement Date or preceding the end of the Lease Term shall be prorated by
days.

3.03. LATE CHARGES. Tenant's failure to promptly pay sums due under this
Lease may cause Landlord to incur unanticipated costs. The exact amount of
those costs is impractical or extremely difficult to ascertain. The costs may
include, but are not limited to, processing and accounting charges and late
charges which may be imposed on Landlord by any ground lease or deed of trust
encumbering the Demised Premises. Payments due to Landlord under this Lease
are not an extension of credit. Therefore, if any payment under the Lease is
not actually received on or before the due date (and not merely deposited in
the mail), Landlord may, at Landlord's option and to the extent allowed by
applicable law, impose a Late Charge on any late payments (the "Late Charge")
per day for each day after the due date, until the past due amount in Good
Funds is received by Landlord. A Late Charge may be imposed only once on each
past due payment. Any Late Charge will be in addition to Landlord's other
remedies for nonpayment of rent. If any check tendered to Landlord by Tenant
under this Lease is dishonored for any reason, Tenant shall pay to the party
receiving payments under this Lease a fee of twenty-five dollars ($25.00),
plus (at Landlord's option) a Late Charge as provided above until good funds
are received by Landlord. The parties agree that any Late Charge and
dishonored check fee represent a fair and reasonable estimate of the costs
Landlord will incur by reason of the late payment or dishonored check.
Payments received from Tenant shall be applied first to any Late Charges,
second to Base Rent, and last to other unpaid charges or reimbursements due
to Landlord. However, Landlord may impose a Late Charge without advance
notice to Tenant on any subsequent late payment in the same calendar year.

3.04. SECURITY DEPOSIT. Upon execution of this Lease, Tenant shall deposit
with Landlord a cash Security Deposit in the amount stated in Section 1.08.
Landlord may apply all or part of the Security Deposit to any unpaid Rent or
other charges due from Tenant or to cure any other defaults of Tenant. If
Landlord uses any part of the Security Deposit, Tenant shall restore the
Security Deposit to its full amount within ten (10) days after Landlord's
written demand. Tenant's failure to restore the full amount of the Security
Deposit within the time specified shall be a default under this Lease. No
interest will be paid on the Security Deposit. Landlord will not be required
to keep the Security Deposit separate from its other accounts and no trust
relationship is created with respect to the Security Deposit. Upon any
termination of this Lease not resulting from Tenant's default, and after
Tenant has vacated the Property and cleaned and restored the Demised Premises
in the manner required by this Lease, Landlord shall refund the unused
portion of the Security Deposit to Tenant within thirty days after the
Termination Date or thirty days after Tenant fully complies with the
conditions of termination as required in Section 7.05, whichever is later.

3.05. GOOD FUNDS PAYMENTS. If, for any reason whatsoever, any two or more
payments by check from Tenant to Landlord for Rent are dishonored and
returned unpaid, thereafter Landlord may, at Landlord's sole option, upon
written notice to Tenant, require that all future payments of Rent for the
remaining term of the Lease must be made by cash, certified check, cashier's
check, or money order ("Good Funds") and that the delivery of Tenant's
personal or corporate check will no longer constitute payment of Rent under
this Lease. Any acceptance by Landlord of a payment for Rent by Tenant's
personal or corporate check thereafter shall not be construed as a waiver of
Landlord's right to insist upon payment by Good Funds as set forth herein.

ARTICLE FOUR:  TAXES

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4.01. PAYMENT BY LANDLORD. Landlord shall pay the real estate taxes on the
Demised Premises during the Lease Term.

4.02. IMPROVEMENTS BY TENANT. If the real estate taxes levied against the
Demised Premises for the real estate tax year in which the Lease Term
commences are increased as a result of any alterations, additions or
improvements made by Tenant or by Landlord at the request of Tenant, Tenant
shall pay to Landlord upon demand the amount of the increase and continue to
pay the increase during the Lease Term. Landlord shall use reasonable efforts
to obtain from the tax assessor or assessors a written statement of the total
amount of the increase.

4.03. JOINT ASSESSMENT. If the real estate taxes are assessed against the
Demised Premises jointly with other property not constituting a part of the
Demised Premises, the real estate taxes appficable to the Demised Premises
shall be equal to the amount bearing the same proportion to the aggregate
assessment that the total square feet of building area in the Demised
Premises bears to the total square feet of building area included in the
joint assessment.

4.04. PERSONAL PROPERTY TAXES. Tenant shall pay all taxes assessed against
trade fixtures, furnishings, equipment, inventory, products, or any other
personal property belonging to Tenant. Tenant shall use reasonable efforts to
have Tenant's property taxed separately from the Demised Premises. If any of
Tenant's property is taxed with the Demised Premises, Tenant shall pay the
taxes for its property to Landlord within fifteen (15) days after Tenant
receives a written statement from Landlord for the property taxes.

ARTICLE FIVE:  INSURANCE AND INDEMNITY

5.01. CASUALTY INSURANCE. During the Lease Term, Landlord shall maintain
policies of insurance covering loss of or damage to the Demised Premises in
an amount or percentage of replacement value as Landlord deems reasonable in
relation to the age, location, type of construction and physical condition of
the Demised Premises and the availability of insurance at reasonable rates.
The policies shall provide protection against all perils included within the
classification of fire and extended coverage and any other perils which
Landlord deems necessary. Landlord may, at Landlord's option, obtain
insurance coverage for Tenant's fixtures, equipment or building improvements
installed by Tenant in or on the Demised Premises. Tenant shall, at Tenant's
expense, maintain insurance on its fixtures, equipment and building
improvements as Tenant deems necessary to protect Tenant's interest. Tenant
shall not do or permit to be done anything which invalidates any insurance
policies. Any casualty insurance carried by Landlord or Tenant shall be for
the sole benefit of the party carrying the insurance and under its sole
control.

5.02. INCREASE IN PREMIUMS. Tenant shall not permit any operation or activity
to be conducted, or storage or use of any volatile or any other materials, on
or about the Demised Premises that would cause suspension or cancellation of
any fire and extended coverage insurance policy carried by Landlord, or
increase the premiums therefore without the prior written consent of
Landlord. If Tenant's use and occupancy of the Demised Premises causes an
increase in the premiums for any fire and extended coverage insurance policy
carried by Landlord, Tenant shall pay to Landlord, as additional rental, the
amount of the increase within ten days after demand and presentation by
Landlord of written evidence of the increase.

5.03. LIABILITY INSURANCE. During the Lease Term, Tenant shall maintain a
commercial general liability policy of insurance, at Tenant's expense,
insuring Landlord against liability arising out of the ownership, use,
occupancy, or maintenance of the Demised Premises. The initial amounts of the
insurance must be at least: $1,000,000 for Each Occurrence, $2,000,000
General Aggregate per policy year, $100,000 Property Damage for the Demised
Premises, and $10,000 Medical Expense; plus a $5,000,000 commercial general
liability umbrella; and shall be subject to periodic increases based upon
economic factors as Landlord may determine, in Landlord's discretion,
exercised in good faith. However, the amounts of the insurance shall not
limit Tenant's liability nor relieve Tenant of any obligation under this
Lease. The policies must contain cross-liability endorsements, if applicable,
and must insure Tenant's performance of the indemnity provisions of Section
5.04. The policies must contain a provision which prohibits cancellation or
modification of the policy except upon thirty (30) days' prior written notice
to Landlord. Tenant may discharge Tenant's obligations under this Section by
naming Landlord as an additional insured under a comprehensive policy of
commercial general liability insurance maintained by Tenant and containing
the coverage and provisions described in this Section. Tenant shall deliver a
copy of the policy or certificate (or a renewal) to Landlord prior to the
Commencement Date and prior to the expiation of the policy during the Lease
Term. If Tenant fails to maintain the policy, Landlord may elect to maintain
the insurance at Tenant's expense. Tenant may, at Tenant's expense, maintain
other liability insurance as Tenant deems necessary.

5.04. INDEMNITY. Landlord shall not be liable to Tenant or to Tenant's
employees, agents, invitees or visitors, or to any other person, for any
injury to persons or damage to property on or about the Demised Premises or
any adjacent area owned by Landlord caused by the negligence or misconduct of
Tenant, Tenant's employees, subtenants, agents, licensees or concessionaires
or any other person entering the Demised Premises under express or implied
invitation of Tenant, or arising out of the use of the Demised Premises by
Tenant and the conduct of Tenant's business, or arising out of any breach or
default by

                                                                        Page 4
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Tenant in the performance of Tenant's obligations under this Lease; and
Tenant hereby agrees to indemnify and hold Landlord harmless from any loss,
expense or claims arising out of such damage or injury. Tenant shall not be
liable for any injury or damage caused by the negligence or misconduct of
Landlord, or Landlord's employees or agents, and Landlord agrees to indemnify
and hold Tenant harmless from any loss, expense or damage arising out of such
damage or injury.

5.05. COMPARATIVE NEGLIGENCE. Tenant and Landlord hereby unconditionally and
irrevocably agree to indemnify, defend and hold each other and their
officers, agents, directors, subsidiaries, partners, employees, licensees and
counsel harmless, to the extent of each party's comparative negligence, if
any, from and against any and all loss, liability, demand, damage, judgment,
suit, claim, deficiency, interest, fee, charge, cost or expense (including,
without limitation, interest, court costs and penalties, reasonable
attorney's fees and disbursements and amounts paid in settlement, or
liabilities resulting from any change in federal, state or local law or
regulation or interpretation of this Lease) of whatever nature, on a
comparative negligence basis, even when caused in part by Landlord's or
Tenant's negligence or the joint or concurring negligence of Landlord,
Tenant, and any other person or entity, which may result or to which Landlord
or Tenant and/or any of their officers, agents, directors, employees,
subsidiaries, partners, licensees and counsel may sustain, suffer, incur or
become subject to in connection with or arising in any way whatsoever out of
the leasing, operation, promotion, management, maintenance, repair, use or
occupation of the Demised Premises, or any other activity of whatever nature
in connection therewith, or arising out of or by reason of any investigation,
litigation or other proceedings brought or threatened, arising out of or
based upon the leasing, operation, promotion, management, maintenance,
repair, use or occupancy of the Demised Premises, or any other activity on
the Demised Premises. This provision shall survive the expiration of
termination of this Lease.

5.06. WAIVER OF SUBROGATION. Each party to this Lease waives any and every
claim which arises or may arise in its favor against the other party during
the term of this Lease or any renewal or extension of this Lease for any and
all loss of, or damage to, any of its property located within or upon, or
constituting a part of, the Demised Premises, which loss or damage is covered
by valid and collective fire and extended coverage insurance policies, to the
extent that such loss or damage is recoverable under such insurance policies.
These mutual waivers shall be in addition to, and not in limitation or
derogation of, any other waiver or release contained in this Lease with
respect to any loss of, or damage to, property of the parties. Inasmuch as
these mutual waivers will preclude the assignment of any aforesaid claim by
way of subrogation or otherwise to an insurance company (or any other
person), each party hereby agrees to give immediately to each insurance
company (which has issued to such party policies of fire and extended
coverage insurance) written notice of the terms of such mutual waivers, and
to cause such policies to be properly endorsed to prevent the invalidation of
the insurance coverage by reason of these waivers.

ARTICLE SIX:  USE OF DEMISED PREMISES

6.01. PERMITTED USE. Tenant may use the Demised Premises only for the
Permitted Use stated in Section 1.09. The parties to this Lease acknowledge
that the current use of the Demised Premises or the improvements located on
the Demised Premises, or both, may or may not conform to the city zoning
ordinance with respect to the permitted use, height, setback requirements,
minimum parking requirements, coverage ratio of improvements to total area of
land, and other matters which may have a significant economic impact upon the
Tenant's intended use of the Demised Premises. Tenant acknowledges that
Tenant has or will independently investigate and verify to Tenant's
satisfaction the extent of any limitations or non-conforming uses of the
Demised Premises. Tenant further acknowledges that Tenant is not relying upon
any warranties or representations of Landlord or the Brokers who are
participating in the negotiation of this Lease concerning the Permitted Use
of the Demised Premises, or with respect to any uses of the improvements
located on the Demised Premises.

6.02. COMPLIANCE WITH LAWS. Tenant shall comply with all governmental laws,
ordinances and regulations applicable to the use of the Demised Premises, and
shall promptly comply with all governmental orders and directives for the
correction, prevention and abatement of nuisances and other activities in or
upon, or connected with the Demised Premises, all at Tenant's sole expense,
including any expense or cost resulting from the construction or installation
of fixtures and improvements or other accommodations for handicapped or
disabled persons required for compliance with governmental laws and
regulations, including but not limited to the Texas Architectural Barriers
Act (Article 9102 and any successor statute) and the Americans with
Disabilities Act (the "ADA"). To the extent any alterations to the Demised
Premises are required by the ADA or other applicable laws or regulations,
Tenant shall bear the expense of the alterations. To the extent any
alterations to areas of the Property outside the Demised Premises are
required by Title III of the ADA or other applicable laws or regulations (for
"path of travel" requirements or otherwise), Landlord shall bear the expense
of the alterations.

6.03. CERTIFICATE OF OCCUPANCY. If required, Tenant shall obtain a
Certificate of Occupancy from the municipality in which the Property is
located prior to occupancy of the Demised Premises. Tenant may apply for a
Certificate of Occupancy prior to the Commencement Date and, if Tenant is
unable to obtain a Certificate of Occupancy, Tenant shall have the right to
terminate this Lease by written notice to Landlord if Landlord or Tenant is
unwilling or unable to cure the defects which prevented the issuance of the
Certificate of Occupancy. Landlord may, but has no obligation to, cure any
such defects, including any repairs, installations, or replacements of any
items which are not presently existing on the Demised Premises, or which have
not been expressly agreed upon by Landlord in writing.

                                                                        Page 5
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6.04. SIGNS. Without the prior written consent of Landlord, Tenant may not
place any signs, ornaments or other objects upon the Demised Premises or on
the Property, including but not limited to the roof or exterior of the
building or other improvements on the Property, or paint or otherwise
decorate or deface the exterior of the building. Any signs installed by
Tenant must conform with applicable laws, deed restrictions on the Property,
and other applicable requirements. Tenant must remove all signs, decorations
and ornaments at the expiration or termination of this Lease and must repair
any damage and close any holes caused by the removal.

6.05. UTILITY SERVICES. Tenant shall pay the cost of all utility services,
including but not limited to initial connection charges, all charges for gas,
water, sewerage, storm water disposal, communications and electricity used on
the Demised Premises, and for replacing all electric lights, lamps and tubes.

6.06. LANDLORDS' ACCESS. Landlord and Landlord's agents shall have the right
to, during normal business hours and upon reasonable advance notice, and
without unreasonably interfering with Tenant's business, enter the Demised
Premises: (a) to inspect the general condition and state of repair of the
Demised Premises, (b) to make repairs required or permitted under this Lease,
(c) to show the Demised Premises or the Property to any prospective tenant or
purchaser, and (d) for any other reasonable purpose. If Tenant changes the
locks on the Demised Premises, Tenant must provide Landlord with a copy of
each separate key. During the final one hundred fifty (150) days of the Lease
Term, Landlord and Landlord's agents may erect and maintain on or about the
Demised Premises signs advertising the Demised Premises for lease or for sale.

6.07. POSSESSION. If Tenant pays the rent, properly maintains the Demised
Premises, and complies with all other terms of this Lease, Tenant may occupy
and enjoy the Demised Premises for the full Lease Term, subject to the
provisions of this Lease.

6.08. EXEMPTIONS FROM LIABILITY. Landlord shall not be liable for any damage
or injury to the persons, business (or any loss of income), goods, inventory,
furnishings, fixtures, equipment, merchandise or other property of Tenant,
Tenant's employees, invitees, customers or any other person in or about the
Demised Premises, whether the damage or injury is caused by or results from:
(a) fire, steam, electricity, water, gas or wind; (b) the breakage, leakage,
obstruction or other defects of pipes, sprinklers, wires, appliances,
plumbing, air conditioning or lighting fixtures or any other cause; (c)
conditions arising on or about the Demised Premises or upon other portions of
any building of which the Demised Premises is a part, or from other sources
or places; or (d) any act or omission of any other tenant of any building on
the Property. Landlord shall not be liable for any damage or injury even
though the cause or the means of repairing the damage or injury are not
accessible to Tenant. The provisions of this Section 6.08 shall not, however,
exempt Landlord from liability for Landlord's gross negligence or willful
misconduct.

ARTICLE SEVEN:  PROPERTY CONDITION, MAINTENANCE, REPAIRS AND ALTERATIONS

7.01.    [INTENTIONALLY DELETED.]

7.02.    [INTENTIONALLY DELETED.]

7.03. MAINTENANCE AND REPAIR. Except as otherwise provided in this Lease,
Landlord shall be under no obligation to perform any repair, maintenance or
management service in the Demised Premises or adjacent common areas. Tenant
shall be fully responsible, at its expense, for all repair, maintenance and
management services other than those which are expressly assumed by Landlord.

     A.  LANDLORD'S OBLIGATION.

         (1) Subject to the provisions of Article Eight (Damage or
Destruction) and Article Nine (Condemnation) and except for damage caused by
any act or omission of Tenant, Landlord shall keep the roof, skylights,
foundation, structural components and the structural portions of exterior
walls of the Demised Premises in good order, condition and repair. Landlord
shall not be obligated to maintain or repair windows, doors, overhead doors,
plate glass or the surfaces of walls. In addition, Landlord shall not be
obligated to make any repairs under this Section until a reasonable time
after receipt of written notice from Tenant of the need for repairs. If any
repairs are required to be made by Landlord, Tenant shall, at Tenant's sole
cost and expense, promptly remove Tenant's furnishing, fixtures, inventory,
equipment and other property, to the extent required to enable Landlord to
make repairs. Landlord's liability under this Section shall be limited to the
cost of those repairs or corrections. Tenant waives the benefit of any
present or future law which might give Tenant the right to repair the Demised
Premises at Landlord's expense or to terminate the Lease because of the
condition.

         (2) All repair, maintenance, management and other services to be
performed by Landlord or Landlord's agents involve the exercise of
professional judgment by service providers, and Tenant expressly waives any
claims for breach of warranty arising from the performance of those services.

                                                                        Page 6
<PAGE>

     B.  TENANT'S OBLIGATION.

         (1) Subject to the provisions of Section 7.01, Section 7.03A,
Article Eight (Damage or Destruction) and Article Nine (Condemnation), Tenant
shall, at all times, keep all other portions of the Demised Premises in good
order, condition and repair, ordinary wear and tear excepted, including but
not limited to maintenance, repairs and all necessary replacements of the
windows, plate glass, doors, overhead doors, heating system, ventilating
equipment, air conditioning equipment, electrical and lighting systems, fire
protection sprinkler system, dock levelers, elevators, interior and exterior
plumbing, the interior of the Demised Premises in general, pest control and
extermination, down spouts, gutters, paving, railroad siding, care of
landscaping and regular mowing of grass, and including the exterior of the
Demised Premises. In addition, Tenant shall, at Tenant's expense, repair any
damage to any portion of the Property, including the roof, skylights,
foundation, or structural components and exterior walls of the Demised
Premises, caused by Tenant's acts or omissions. If Tenant fails to maintain
and repair the Property as required by this Section, Landlord may, on ten
(10) days' prior written notice, enter the Demised Premises and perform the
maintenance or repair on behalf of Tenant, except that no notice is required
in case of emergency, and Tenant shall reimburse Landlord immediately upon
demand for all costs incurred in performing the maintenance or repair, plus a
reasonable service charge.

         (2) HVAC SERVICE. Tenant shall, at Tenant's own cost and expense,
enter into a regularly scheduled preventative maintenance and service
contract for all refrigeration, heating, ventilating, and air conditioning
systems and equipment within the Demised Premises during the Lease Term. If
Tenant fails to enter into such a service contract acceptable to Landlord,
Landlord may do so on Tenant's behalf and Tenant agrees to pay Landlord the
cost and expense thereof, plus a reasonable service charge, regularly upon
demand.

7.04. ALTERATIONS, ADDITIONS AND IMPROVEMENTS. Tenant shall not create any
openings in the roof or exterior walls, or make any alterations, additions or
improvements to the Demised Premises without the prior written consent of
Landlord. Consent for non-structural alterations, additions or improvements
shall not be unreasonably withheld by Landlord. Tenant may erect or install
trade fixtures, shelves, bins, machinery, heating, ventilating and air
conditioning equipment and, provided that Tenant complies with all applicable
governmental laws, ordinances, codes, and regulations. At the expiration or
termination of this Lease, Tenant shall, subject to the restrictions of
Section 7.05 below, have the right to remove items installed by Tenant,
provided Tenant is not in default at the time of the removal and provided
further that Tenant shall, at the time of removal of the items, repair in a
good and workmanlike manner any damage caused by the installation or removal.
Tenant shall pay for all costs incurred or arising out of alterations,
additions or improvements in or to the Demised Premises and shall not permit
any mechanic's or materialman's lien to be filed against the Demised Premises
or the Property. Upon request by Landlord, Tenant shall deliver to Landlord
proof of payment reasonably satisfactory to Landlord of all costs incurred or
arising out of any alterations, additions or improvements.

7.05. CONDITION UPON TERMINATION. Upon the expiration or termination of this
Lease, Tenant shall surrender the Demised Premises to Landlord broom clean
and in the same condition as received, except for ordinary wear and tear
which Landlord is not otherwise obligated to remedy under any provision of
this Lease. Tenant shall not be obligated to repair any damage which Landlord
is required to repair under Article Seven (Property Condition) or Article
Eight (Damage or Destruction). In addition, Landlord may require Tenant to
remove any alterations, additions or improvements (whether or not made with
Landlord's consent) prior to the expiration or termination of this Lease and
to restore the Demised Premises to its prior condition, all at Tenant's
expense. All alterations, additions and improvements which Landlord has not
required Tenant to remove shall become Landlord's property and shall be
surrendered to Landlord upon the expiration or termination of this Lease. In
no event, however, shall Tenant remove any of the following materials or
equipment without Landlord's prior written consent: (i) electrical wiring or
power panels; (ii) lighting or lighting fixtures; (iii) wall coverings,
drapes, blinds or other window coverings; (iv) carpets or other floor
coverings; (v) heating, ventilating, or air conditioning equipment; (vi)
fencing or security gates; or (vii) any other fixtures, equipment or items
which, if removed, would affect the operation or the appearance of the
Property.

ARTICLE EIGHT:  DAMAGE OR DESTRUCTION

8.01. NOTICE. If any buildings or other improvements situated on the Property
are damaged or destroyed by fire, flood, windstorm, tornado or other
casualty, Tenant shall immediately give notice of the damage or destruction
to Landlord.

8.02. PARTIAL DAMAGE. If the building or other improvements situated on the
Demised Premises are damaged by fire, tornado, or other casualty but not to
such an extent that rebuilding or repairs cannot reasonably be completed
within one hundred twenty (120) days from the date Landlord receives written
notification by Tenant of the occurrence of the damage, this Lease shall not
terminate, but Landlord shall proceed with reasonable diligence to rebuild or
repair the building and other improvements on the Demised Premises (other
than leasehold improvements made by Tenant or any assignee, subtenant or
other occupant of the Demised Premises) to substantially the condition in
which they existed prior to the damage. If the casualty occurs during the
final eighteen (18) months of the Lease Term, Landlord shall not be required
to rebuild or repair the

                                                                        Page 7
<PAGE>

damage unless Tenant exercises Tenant's renewal option (if any) within
fifteen (15) days after the receipt by Landlord of the notification of the
occurrence of the damage. If Tenant does not exercise its renewal option, or
if there is no renewal option contained in this Lease, Landlord may, at
Landlord's option, terminate this Lease by promptly delivering a written
termination notice to Tenant, in which event the Rent shall be abated for the
unexpired portion of the Lease Term, effective from the date of receipt by
Landlord of the written notification of the damage. To the extent the Demised
Premises cannot be occupied (in whole or in part) following the casualty, the
Rent payable under this Lease during the period in which the Demised Premises
cannot be fully occupied shall be adjusted equitably.

8.03. SUBSTANTIAL OR TOTAL DESTRUCTION. If the building or other improvements
situated on the Demised Premises are substantially or totally destroyed by
fire, tornado, or other casualty, or so damaged that rebuilding or repairs
cannot reasonably be completed within one hundred twenty (120) days from the
date Landlord receives written notification by Tenant of the occurrence of
the damage, either Landlord or Tenant may terminate this Lease by promptly
delivering a written termination notice to the other party, in which event
the monthly installments of Rent shall be abated for the unexpired portion of
the Lease Term, effective from the date of the damage or destruction. If
neither party promptly terminates this Lease, Landlord shall proceed with
reasonable diligence to rebuild and repair the building and other
improvements (except that Tenant shall rebuild and repair Tenant's fixtures
and improvements in the Demised Premises). To the extent the Demised Premises
cannot be occupied (in whole or in part) following the casualty, the Rent
payable under this Lease during the period in which the Demised Premises
cannot be fully occupied shall be adjusted equitably.

ARTICLE NINE:  CONDEMNATION

If, during the Lease Term or any extension thereof, all or a substantial part
of the Demised Premises are taken for any public or quasi-public use under
any governmental law, ordinance or regulation or by right of eminent domain,
or are conveyed to the condemning authority under threat of condemnation,
this Lease shall terminate and the monthly installments of Rent shall be
abated during the unexpired portion of the Lease Term, effective from the
date of the taking. If less than a substantial part of the Demised Premises
is taken for public or quasi-public use under any governmental law, ordinance
or regulation, or by right of eminent domain, or is conveyed to the
condemning authority under threat of condemnation, Landlord, at its option,
may by written notice terminate this Lease. If Landlord does not terminate
this Lease, Landlord shall promptly, at Landlords' expense, restore and
reconstruct the buildings and improvements (other than leasehold improvements
made by Tenant or any assignee, subtenant or other occupant of the Demised
Premises) situated on the Demised Premises in order to make the same
reasonably tenantable and suitable for the use for which the Demised Premises
is leased as defined in Section 6.01. The monthly installments of Rent
payable under this Lease during the unexpired portion of the Lease Term shall
be adjusted equitably. Landlord and Tenant shall each be entitled to receive
and retain such separate awards and portions of lump sum awards as may be
allocated to their respective interests in any condemnation proceeding. The
termination of this Lease shall not affect the rights of the parties to such
awards.

ARTICLE TEN:  ASSIGNMENT AND SUBLETTING

Tenant shall not, without the prior written consent of Landlord, assign this
Lease or sublet the Demised Premises or any portion thereof. Any assignment
or subletting shall be expressly subject to all terms and provisions of this
Lease, including the provisions of Section 6.01 pertaining to the use of the
Demised Premises. In the event of any assignment or subletting, Tenant shall
remain fully liable for the full performance of all Tenant's obligations
under this Lease. Tenant shall not assign its rights under this Lease or
sublet the Demised Premises without first obtaining a written agreement from
the assignee or sublessee whereby the assignee or sublessee agrees to assume
the obligations of Tenant under this Lease and to be bound by the terms of
this Lease. If an event of default occurs while the Demised Premises is
assigned or sublet, Landlord may, at Landlord's option, in addition to any
other remedies provided in this Lease or by law, collect directly from the
assignee or subtenant all rents becoming due under the terms of the
assignment or subletting and apply the rent against any sums due to Landlord
under this Lease. No direct collection by Landlord from any assignee or
subtenant will release Tenant from Tenant's obligations under this Lease.

ARTICLE ELEVEN:  DEFAULT AND REMEDIES

11.01.   DEFAULT. Each of the following events is an event of default under
         this Lease:

     A. Failure of Tenant to pay any installment of the Rent or other sum
payable to Landlord under this Lease on the date that it is due and the
continuance of that failure for a period of five (5) days after Landlord
delivers written notice of the failure to Tenant. This clause shall not be
construed to permit or allow a delay in paying Rent beyond the due date and
shall not affect Landlord's right to impose a Late Charge as permitted in
Section 3.03.

                                                                        Page 8
<PAGE>

     B. Failure of Tenant to comply with any term, condition or covenant of
this Lease, other than the payment of Rent or other sum of money, and the
continuance of that failure for a period of thirty (30) days after Landlord
delivers written notice of the failure to Tenant;

     C. Failure of Tenant or any guarantor of Tenant's obligations under this
Lease to pay its debts as they become due or an admission in writing of
inability to pay its debts, or the making of a general assignment of the
benefit of creditors;

     D. The commencement by Tenant or any guarantor of Tenant's obligations
under this Lease of any case, proceeding or other action seeking
reorganization, arrangement, adjustment, liquidation, dissolution or
composition of it or its debts under any law relating to bankruptcy,
insolvency, reorganization or relief of debtors, or seeking appointment of a
receiver, trustee, custodian or other similar official for it or for all or
any substantial part of its property;

     E. The commencement of any case, proceeding or other action against
Tenant or any guarantor of Tenant's obligations under this Lease seeking to
have an order for relief entered against it as debtor, or seeking
reorganization, arrangement, adjustment, liquidation, dissolution or
composition of it or its debts under any law relating to bankruptcy,
insolvency, reorganization or relief of debtors, or seeking appointment of a
receiver, trustee, custodian or other similar official for it or for all or
any substantial part of its property, and Tenant or any guarantor: (i) fails
to obtain a dismissal of such case, proceeding, or other action within sixty
(60) days of its commencement; or (ii) converts the case from one chapter of
the Federal Bankruptcy Code to another chapter; or (iii) is the subject of an
order of relief which is not fully stayed within seven (7) business days
after the entry thereof; and

     F. Vacancy or abandonment by Tenant of any substantial portion of the
Demised Premises or cessation of the use of the Demised Premises for the
purpose leased.

11.02. REMEDIES. Upon the occurrence of any of the events of default listed
in Section 11.01, Landlord shall have the option to pursue any one or more of
the following remedies without any prior notice or demand.

     A. Terminate this Lease, in which event Tenant shall immediately
surrender the Demised Premises to Landlord. If Tenant fails to so surrender
the Demised Premises, Landlord may, without prejudice to any other remedy
which it may have for possession of the Demised Premises or Rent in arrears,
enter upon and take possession of the Demised Premises and expel or remove
Tenant and any other person who may be occupying the Demised Premises or any
part thereof, by force if necessary, without being liable for prosecution or
any claim for damages. Tenant shall pay to Landlord on demand the amount of
all loss and damage which Landlord may suffer by reason of the termination,
whether through inability to re-let the Demised Premises on satisfactory
terms or otherwise.

     B. Enter upon and take possession of the Demised Premises, by force if
necessary, without terminating this Lease and without being liable for
prosecution or for any claim for damages, and expel or remove Tenant and any
other person who may be occupying the Demised Premises or any part thereof.
Landlord may re-let the Demised Premises and receive the rent therefor.
Tenant agrees to pay to Landlord monthly or on demand from time to time any
deficiency that may arise by reason of any such re-letting. In determining
the amount of the deficiency, the professional service fees, attorneys' fees,
court costs, remodeling expenses and other costs of re-letting shall be
subtracted from the amount of rent received under the re-letting.

     C. Enter upon the Demised Premises, by force if necessary, without
terminating this Lease and without being liable for prosecution or for any
claim for damages, and do whatever Tenant is obligated to do under the terms
of this Lease. Tenant agrees to pay Landlord on demand for expenses which
Landlord may incur in thus effecting compliance with Tenant's obligations
under this Lease, together with interest thereon at the rate of twelve
percent (12%) per annum from the date expended until paid. Landlord shall not
be liable for any damages resulting to Tenant from such action, whether
caused by negligence of Landlord or otherwise.

     D. Accelerate and declare the Rent for the entire Lease Term, and all
other amounts due under this Lease, at once due and payable, and proceed by
attachment, suit or otherwise, to collect all amounts in the same manner as
if all such amounts due or to become due during the entire Lease Term were
payable in advance by the terms of this Lease, and neither the enforcement or
collection by Landlord of such amounts nor the payment by Tenant of such
amounts shall constitute a waiver by Landlord of any breach, existing or in
the future, of any of the terms or provisions of this Lease by Tenant or a
waiver of any rights or remedies which the Landlord may have with respect to
any such breach.

     E. In addition to the foregoing remedies, Landlord shall have the right
to change or modify the locks on the Demised Premises in the event Tenant
fails to pay the monthly installment of Rent when due. Landlord shall not be
obligated to provide another key to Tenant or allow Tenant to regain entry to
the Demised Premises unless and until Tenant pays

                                                                       Page 9
<PAGE>

Landlord all Rent which is delinquent. Tenant agrees that Landlord shall not
be liable for any damages resulting to the Tenant from the lockout. At such
time that Landlord changes or modifies the Lock, Landlord shall post a
"Notice of Change of Locks" on the front of the Demised Premises. Such Notice
shall state that:

     (1) Tenant's monthly installment of Rent is delinquent, and therefore,
under authority of Section 11.02.E. of Tenant's Lease, the Landlord has
exercised its contractual right to change or modify Tenant's door locks;

     (2) The Notice has been posted on the Tenant's front door by a
representative of Landlord and Tenant should make arrangements with the
representative to pay the delinquent installments of Rent when Tenant picks
up the key; and

     (3) The failure of Tenant to comply with the provisions of the Lease and
the Notice and/or tampering with or changing the door lock(s) by Tenant may
subject Tenant to legal liability.

     F. No re-entry or taking possession of the Demised Premises by Landlord
shall be construed as an election to terminate this Lease, unless a written
notice of that intention is given to Tenant. Notwithstanding any such
re-letting or re-entry or taking possession, Landlord may, at any time
thereafter, elect to terminate this Lease for a previous default. Pursuit of
any of the foregoing remedies shall not preclude pursuit of any other
remedies provided by law, nor shall pursuit of any remedy provided in this
Lease constitute a forfeiture or waiver of any monthly installment of Rent
due to Landlord under this Lease or of any damages accruing to Landlord by
reason of the violation of any of the terms, provisions and covenants
contained in this Lease. Failure of Landlord to declare any default
immediately upon its occurrence, or failure to enforce one or more of
Landlord's remedies, or forbearance by Landlord to enforce one or more of
Landlord's remedies upon an event of default shall not be deemed or construed
to constitute a waiver of default or waiver of any violation or breach of the
terms of this Lease. Pursuit of any one of the above remedies shall not
preclude pursuit by Landlord of any of the other remedies provided in this
Lease. The loss or damage that Landlord may suffer by reason of termination
of this Lease or the deficiency from any re-letting as provided for above
shall include the expense of repossession and any repairs or remodeling
undertaken by Landlord following possession. If Landlord terminates this
Lease at any time for any default, in addition to other Landlord's remedies,
Landlord may recover from Tenant all damages Landlord may incur by reason of
the default, including the cost of recovering the Demised Premises and the
Rent then remaining unpaid.

11.03. NOTICE OF DEFAULT. Tenant shall give written notice of any failure by
Landlord to perform any of Landlord's obligations under this Lease to
Landlord and to any ground lessor, mortgagee or beneficiary under any deed of
trust encumbering the Demised Premises whose name and address have been
furnished to Tenant in writing. Landlord shall not be in default under this
Lease unless Landlord (or such ground lessor, mortgagee or beneficiary) fails
to cure the nonperformance within thirty (30) days after receipt of Tenant's
notice. However, if the nonperformance reasonably requires more than thirty
(30) days to cure, Landlord shall not be in default if the cure is commenced
within the 30-day period and is thereafter diligently pursued to completion.

11.04. LIMITATION OF LANDLORD'S LIABILITY. As used in this Lease, the term
"Landlord" means only the current owner or owners of the fee title to the
Demised Premises or the leasehold estate under a ground lease of the Demised
Premises at the time in question. Each Landlord is obligated to perform the
obligations of Landlord under this Lease only during the time such Landlord
owns such interest or title. Any Landlord who transfers its title or interest
is relieved of all liability with respect to the obligations of Landlord
under this Lease accruing on or after the date of transfer, and Tenant agrees
to recognize the transferee as Landlord under this Lease. However, each
Landlord shall deliver to its transferee the Security Deposit held by
Landlord if such Security Deposit has not then been applied under the terms
of this Lease.

ARTICLE TWELVE:  LANDLORD'S CONTRACTUAL LIEN

In addition to the statutory Landlord's lien, Tenant hereby grants to
Landlord a security interest to secure payment of all Rent and other sums of
money becoming due under this Lease from Tenant, upon all inventory, goods,
wares, equipment, fixtures, furniture and all other personal property of
Tenant situated in or upon the Demised Premises, together with the proceeds
from the sale or lease thereof. Tenant may not remove such property without
the consent of Landlord until all Rent in arrears and other sums of money
then due to Landlord under this Lease have first been paid and discharged.
Upon the occurrence of an event of default, Landlord may, in addition to any
other remedies provided in this Lease or by law, enter upon the Demised
Premises and take possession of any and all goods, wares, equipment,
fixtures, furniture and other personal property of Tenant situated on the
Demised Premises without liability for trespass or conversion, and sell the
property at public or private sale, with or without having the property at
the sale, after giving Tenant reasonable notice of the time and place of any
such sale. Unless otherwise required by law, notice to Tenant of the sale
shall be deemed sufficient if given in the manner prescribed in this Lease at
least ten (10) days before the time of the sale. Any public sale made under
this Article shall be deemed to have been conducted in a commercially
reasonable manner if held on the Demised 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 where the Demised Premises is located for five (5)
consecutive days before the date of the

                                                                       Page 10
<PAGE>

sale. Landlord or its assigns may purchase at a public sale and, unless
prohibited by law, at a private sale. The proceeds from any disposition dealt
with in this Article, less any and all expenses connected with the taking of
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 herein. Any surplus
shall be paid to Tenant or as otherwise required by law, and Tenant shall
promptly pay any deficiencies. Upon request by Landlord, Tenant agrees to
execute and deliver to Landlord a Financing Statement in a form sufficient to
perfect the security interest of Landlord in the aforementioned property and
proceeds thereof under the provisions of the Business and Commerce Code in
force in the State of Texas. The statutory lien for rent is expressly
reserved; the security interest herein granted is in addition and
supplementary thereto. Provided Tenant is not in default under any of the
terms of this Lease, upon written request by Tenant Landlord shall deliver a
written subordination of Landlord's statutory and contractual liens to any
liens and security interests securing any institutional third party financing
of Tenant. Landlord shall not unreasonably withhold or delay the delivery of
Landlord's written subordination.

ARTICLE THIRTEEN:  PROTECTION OF LENDERS

13.01. SUBORDINATION AND ATTORNMENT. Landlord shall have the right to
subordinate this Lease to any future ground Lease, deed of trust or mortgage
encumbering the Demised Premises, and advances made on the security thereof
and any renewals, modifications, consolidations, replacements or extensions
thereof, whenever made or recorded. Landlord's right to obtain such a
subordination is subject to Landlord's providing Tenant with a written
Subordination, Non-disturbance and Attornment Agreement from the ground
lessor, beneficiary or mortgagee wherein Tenant's right to peaceable
possession of the Demised Premises during the Lease Term shall not be
disturbed if Tenant pays the Rent and performs all of Tenant's obligations
under this Lease and is not otherwise in default, in which case Tenant shall
attorn to the transferee of or successor to Landlord's interest in the
Demised Premises and recognize the transferee or successor as Landlord under
this Lease. If any ground lessor, beneficiary or mortgagee elects to have
this Lease superior to the lien of its ground lease, deed of trust or
mortgage and gives Tenant written notice thereof, this Lease shall be deemed
superior to the ground lease, deed of trust or mortgage whether this Lease is
dated prior or subsequent to the date of the ground lease, deed of trust or
mortgage or the date of recording thereof. Tenant's rights under this Lease,
unless specifically modified at the time this Lease is executed, are
subordinated to any existing ground lease, deed of trust or mortgage
encumbering the Demised Premises.

13.02. SIGNING OF DOCUMENTS. Tenant shall sign and deliver any instruments or
documents necessary or appropriate to evidence any attornment or
subordination or any agreement to attorn or subordinate. If Tenant fails to
do so within ten (10) days after written request, Tenant hereby makes
constitutes and irrevocably appoints Landlord, or any transferee or successor
of Landlord, the attorney-in-fact of Tenant to execute and deliver the
attornment or subordination document or agreement.

13.03.   ESTOPPEL CERTIFICATES.

     A. Upon Landlord's written request, Tenant shall execute and deliver to
Landlord a written statement certifying: (1) whether Tenant is an assignee or
subtenant; (2) the expiration date of the Lease; (3) the number of renewal
options under the Lease and the total period of time covered by the renewal
option(s); (4) that none of the terms or provisions of the Lease have been
changed since the original execution of the Lease, except as shown on
attached amendments or modifications; (5) that no default by Landlord exists
under the terms of the Lease (or if Landlord is claimed to be in default,
stating why); (6) that the Tenant has no claim against the landlord under the
Lease and has no defense or right of offset against collection of rent or
other charges accruing under the Lease; (7) the amount and date of the last
payment of Rent; (8) the amount of any security deposits and other deposits,
if any; and (9) the identity and address of any guarantor of the lease.
Tenant shall deliver the statement to Landlord within ten (10) days after
Landlord's request. Landlord may forward any such statement to any
prospective purchaser or lender of the Demised Premises. The purchaser or
lender may rely conclusively upon the statement as true and correct.

     B. If Tenant does not deliver the written statement to Landlord within
the ten (10) day period, Landlord, and any prospective purchaser or lender,
may conclusively presume and rely upon the following facts: (1) that the
terms and provisions of this Lease have not been changed except as otherwise
represented by Landlord; (2) that this Lease has not been canceled or
terminated except as otherwise represented by Landlord; (3) that not more
than one monthly installment of Base Rent and other charges have been paid in
advance; (4) there are no claims against any Landlord nor any defenses or
rights of offset against collection of Rent or other charges; and (5) that
Landlord is not in default under this Lease. In such event, Tenant shall be
estopped from denying the truth of the presumed facts.

13.04. TENANT'S FINANCIAL CONDITION. Within ten (10) days after written
request from Landlord, Tenant shall deliver to Landlord financial statements
as are reasonably required by Landlord to verify the net worth of Tenant, or
any assignee, subtenant, or guarantor of Tenant. In addition, Tenant shall
deliver to any lender designated by Landlord any financial statements
required by the lender to facilitate the financing or refinancing of the
Demised Premises. Tenant represents and warrants to Landlord that each
financial statement is true, complete, and accurate statement as of the date
of the statement. All financial statements shall be confidential and shall be
used only for the purposes set forth in this Lease.

                                                                       Page 11
<PAGE>

ARTICLE FOURTEEN:  ENVIRONMENTAL REPRESENTATIONS AND INDEMNITY

14.01. TENANT'S COMPLIANCE WITH ENVIRONMENTAL LAWS. Tenant, at Tenant's
expense, shall comply with all laws, rules, orders, ordinances, directions,
regulations and requirements of Federal, State, county and municipal
authorities pertaining to Tenant's use of the Property and with the recorded
covenants, conditions and restrictions, regardless of when they become
effective, including, without limitation, all applicable Federal, State and
local laws, regulations or ordinances pertaining to air and water quality,
Hazardous Materials (as defined in Section 14.05), waste disposal, air
emissions and other environmental matters, all zoning and other land use
matters, and with any direction of any public officer or officers, pursuant
to law, which impose any duty upon Landlord or Tenant with respect to the use
or occupancy of the Property.

14.02. TENANT'S INDEMNIFICATION. Tenant shall not cause or permit any
Hazardous Materials to be brought upon, kept or used in or about the Property
by Tenant, its agents, employees, contractors or invitees without the prior
written consent of Landlord. If Tenant breaches the obligations stated in the
preceding Section or sentence, or if the presence of Hazardous Materials on
the property, caused or permitted by Tenant results in contamination of the
Property or any other property, or if contamination of the Property or any
other property by Hazardous Materials otherwise occurs for which Tenant is
legally liable to Landlord for damage resulting therefrom, then Tenant shall
indemnify, defend and hold Landlord harmless from any and all claims,
judgments, damages, penalties, fines, costs, liabilities or losses
(including, without limitation, diminution in value of the Property, damages
for the loss or restriction on use of rentable or unusable space or of any
amenity or appurtenance of the Property, damages arising from any adverse
impact on marketing of building space or land area, sums paid in settlement
of claims, reasonable attorneys' fees, court costs, consultant fees and
expert fees) which arise during or after the Lease Term as a result of the
contamination. This indemnification of Landlord by Tenant includes, without
limitation, costs incurred in connection with any investigation of site
conditions or any clean-up, remedial work, removal or restoration work
required by any Federal, State or local government agency because of
Hazardous Materials present in the soil or ground water on or under the
Property. Without limiting the foregoing, if the presence of any Hazardous
Materials on the Property (or any other property) caused or permitted by
Tenant results in any contamination of the Property, Tenant shall promptly
take all actions at Tenant's sole expense as are necessary to return the
Property to the condition existing prior to the introduction of any such
Hazardous Materials, provided that Landlord's approval of such actions is
first obtained. The foregoing indemnity shall survive the expiration or
termination of this Lease.

14.03. LANDLORD'S REPRESENTATIONS AND WARRANTIES. Landlord represents and
warrants, to the best of Landlord's actual knowledge, that: (i) any handling,
transportation, storage, treatment or usage of Hazardous Materials that has
occurred on the Property to date has been in compliance with all applicable
Federal, State and local laws, regulations and ordinances; and (ii) no leak,
spill, release, discharge, emission or disposal of Hazardous Materials has
occurred on the Property to date and that the soil or groundwater on or under
the Property is free of Hazardous Materials of the Commencement Date, unless
expressly disclosed by Landlord to Tenant in writing.

14.04. LANDLORD'S INDEMNIFICATION. Landlord hereby indemnifies, defends and
holds Tenant harmless from any claims, judgments, damages, penalties, fees,
costs, liabilities (including sums paid in settlements of claims) or loss,
including, without limitation, attorneys' fees, courts costs, consultant
fees, and expert fees, which arise during or after the term of this Lease
from or in connection with the presence or suspected presence of Hazardous
Materials in the soil or groundwater on or under the Property, unless the
Hazardous Material is released by Tenant or is present solely as a result of
the negligence or willful conduct of Tenant. Without limiting the generality
of the foregoing, the indemnification provided by this Section 14.04 shall
specifically cover costs incurred in connection with any investigation of
site conditions or any clean-up, remedial work, removal or restoration work
required by any Federal, State or local governmental authority.

14.05. DEFINITION. For purposes of this Lease, the term "Hazardous Materials"
means any one or more pollutant, toxic substance, hazardous waste, hazardous
material, hazardous substance, solvent or oil as defined in or pursuant to
the Resource Conservation and Recovery Act, as amended, the Comprehensive
Environmental Response, Compensation and Liability Act, as amended, the
Federal Clean Water Act, as amended, or other Federal, State or local
environmental law, regulation, ordinance, or rule, whether existing as of the
date of this Lease or subsequently enacted.

14.06. SURVIVAL. The representations and indemnities contained in this
Article 14 shall survive the expiration or termination of this Lease.

ARTICLE FIFTEEN:  PROF'ESSIONAL SERVICE FEES

15.01. AMOUNT AND MANNER OF PAYMENT. Professional service fees due to the
Principal Broker shall be calculated and paid as follows:

                                                                       Page 12
<PAGE>

     A. Landlord agrees to pay to the Principal Broker a monthly professional
service fee (the "Fee") for negotiating this Lease, plus any applicable sales
taxes, equal to the percentage stated in Section 1.13.A of each monthly Rent
payment at the time the payment is due.

     B. Landlord agrees to pay to the Principal Broker a lump sum
professional service fee (the "Fee") for negotiating this Lease, plus any
applicable sales taxes, equal to the percentage stated in Section 1.13.A of
the total Rent to become due to Landlord during the Lease Term. The Fee shall
be paid to the Principal Broker (i) one-half on the date of final execution
of this Lease, and (ii) the balance on the Commencement Date of this Lease.

15.02. OTHER BROKERS. Both Landlord and Tenant represent and warrant to the
other party that they have had no dealings with any person, firm or agent in
the negotiation of this Lease other than the Broker(s) named in this Lease,
and no other broker, agent, person, firm or entity other than the Broker(s)
is entitled to any commission or fee in connection with this Lease.

15.03    [INTENTIONALLY DELETED.]

15.04    [INTENTIONALLY DELETED.]

15.05. LANDLORD'S LIABILITY. If this Lease is negotiated by Principal Broker
in cooperation with another broker, Landlord shall be liable for payment of
all Professional Service Fees to Principal Broker only, whereupon Landlord
shall be protected from any claims from a Cooperating Broker. The Principal
Broker may pay a portion of the Fee to any Cooperating Broker pursuant to a
separate agreement between the Brokers.

15.06. JOINT LIABILITY OF TENANT. If Tenant enters into any new lease,
extension, renewal, expansion, or other agreement to rent, occupy, or
purchase any property described in Section 15.03 within the time specified in
that Section, the agreement must be handled by the Principal Broker,
otherwise Tenant shall be jointly and severally liable with Landlord for any
payments due or to become due to the Principal Broker.

15.07. ASSUMPTION ON SALE. In the event of a sale of the Demised Premises or
the assignment of this Lease by Landlord, Landlord shall obtain from the
purchaser or assignee an Assumption Agreement in recordable form whereby the
purchaser or assignee agrees to pay the Principal Broker all Professional
Service Fees payable under this Lease and shall deliver a fully executed
original counterpart thereof to Principal Broker on the date of closing of
the sale of the Demised Premises or assignment of this Lease. Landlord shall
be released from personal liability for subsequent payments only upon the
delivery to Principal Broker of that counterpart of the Assumption Agreement.

15.08. TERMINATION. The termination of this Lease by the mutual agreement of
Landlord and Tenant shall not affect the right of the Principal Broker to
continue to receive the Fees agreed to be paid under this Lease, just as if
Tenant had continued to occupy the Demised Premises and had paid the Rent
during the entire Lease term. Termination of this Lease under Article Eight
or Article Nine shall not terminate the Principal Broker's right to collect
the Fees.

15.09.   INTERMEDIARY RELATIONSHIP.

     A. If either Principal Broker and/or Cooperating Broker (together, the
"Brokers") has indicated in Sections 1.11 and 1.12 that they are acting as an
intermediary, then Landlord and Tenant hereby authorize the applicable Broker(s)
to act as an intermediary between Landlord and Tenant in connection with this
Lease, and acknowledge that the source of any expected compensation to the
Brokers will be Landlord, and the Brokers may also be paid a fee by the Tenant.
A REAL ESTATE BROKER WHO ACTS AS AN INTERMEDIARY BETWEEN PARTIES IN A
TRANSACTION:
     (1) MAY NOT DISCLOSE TO TENANT THAT LANDLORD WILL ACCEPT A RENT LESS THAN
THE ASKING RENT UNLESS OTHERWISE INSTRUCTED IN A SEPARATE WRITING BY LANDLORD;
     (2) MAY NOT DISCLOSE TO LANDLORD THAT TENANT WILL PAY A RENT GREATER THAN
THE RENTAL SUBMITTED IN A WRITTEN OFFER TO LANDLORD UNLESS OTHERWISE INSTRUCTED
IN A SEPARATE WRITING BY TENANT;
     (3) MAY NOT DISCLOSE ANY CONFIDENTIAL INFORMATION, OR ANY INFORMATION A
PARTY SPECIFICALLY INSTRUCTS THE REAL ESTATE BROKER IN WRITING NOT TO DISCLOSE,
UNLESS OTHERWISE INSTRUCTED IN A SEPARATE WRITING BY THE RESPECTIVE PARTY OR
REQUIRED TO DISCLOSE SUCH INFORMATION BY THE TEXAS REAL ESTATE LICENSE ACT OR A
COURT ORDER OR IF THE INFORMATION MATERIAL RELATES TO THE CONDITION OF THE
PROPERTY;
     (4) SHALL TREAT ALL PARTIES TO THE TRANSACTION HONESTLY; AND
     (5) SHALL COMPLY WITH THE TEXAS REAL ESTATE LICENSE ACT.

     B. APPOINTMENTS. Broker is authorized to appoint, by providing written
notice to the parties, one or more licensees associated with Broker to
communicate with and carry out instructions of one party, and one or more
other licensees

                                                                       Page 13
<PAGE>

associated with Broker to communicate with and carry out instructions of the
other party or parties. During negotiations, an appointed licensee may
provide opinions and advice to the party to whom the licensee is appointed.

ARTICLE SIXTEEN:  MISCELLANEOUS

16.01. DISCLOSURE. Landlord and Tenant understand that a real estate broker
is qualified to advise on matters concerning real estate and is not expert in
matters of law, tax, financing, surveying, hazardous materials, engineering,
construction, safety, zoning, land planning, architecture or the ADA. The
Brokers hereby advise Tenant to seek expert assistance on such matters.
Brokers do not investigate a property's compliance with building codes,
governmental ordinances, statutes and laws that relate to the use or
condition of a property and its construction, or that relate to its
acquisition. If Brokers provide names of consultants or sources for advice or
assistance, Tenant acknowledges that the Brokers do not warrant the services
of the advisors or their products and cannot warrant the suitability of
property to be acquired or leased. Furthermore, the Brokers do not warrant
that the Landlord will disclose any or all property defects, although the
Brokers will disclose to Tenant any actual knowledge possessed by Brokers
regarding defects of the Demised Premises and the Property. In this regard,
Tenant agrees to make all necessary and appropriate inquiries and to use
diligence in investigating the Demised Premises and the Property before
consummating this Lease. Landlord and Tenant hereby agree to indemnify,
defend, and hold the Brokers harmless of and from any and all liabilities,
claims, debts, damages, costs, or expenses, including but not limited to
reasonable attorneys' fees and court costs, related to or arising out of or
in any way connected to representations concerning matters properly the
subject of advice by experts. In addition, to the extent permitted by
applicable law, the Brokers' liability for errors or omissions, negligence,
or otherwise, is limited to the return of the Fee, if any, paid to the
Brokers pursuant to this Lease.

16.02. FORCE MAJEURE. If performance by Landlord of any term, condition or
covenant in this Lease is delayed or prevented by any Act of God, strike,
lockout, shortage of material or labor, restriction by any governmental
authority, civil riot, flood, or any other cause not within the control of
Landlord, the period for performance of the term, condition or covenant shall
be extended for a period equal to the period Landlord is so delayed or
prevented.

16.03. INTERPRETATION. The captions of the Articles or Sections of this Lease
are to assist the parties in reading this Lease and are not a part of the
terms or provisions of this Lease. Tenant shall be responsible for the
conduct, acts and omissions of Tenant's agents, employees, customers,
contractors, invitees, agents, successors or others using the Demised
Premises with Tenant's expressed or implied permission. Whenever required by
the context of this Lease, the singular shall include the plural and the
plural shall include the singular, and the masculine, feminine and neuter
genders shall each include the other.

16.04. WAIVERS. All waivers to provisions of this Lease must be in writing
and signed by the waiving party. Landlord's delay or failure to enforce any
provisions of this Lease or its acceptance of late installments of Rent shall
not be a waiver and shall not prevent Landlord from enforcing that provision
or any other provision of this Lease in the future. No statement on a payment
check from Tenant or in a letter accompanying a payment check shall be
binding on Landlord. Landlord may, with or without notice to Tenant,
negotiate, cash, or endorse the check without being bound to the conditions
of any such statement.

16.05. SEVERABILITY. A determination by a court of competent jurisdiction
that any provision of this Lease is invalid or unenforceable shall not cancel
or invalidate the remainder of that provision or this Lease, which shall
remain in full force and effect.

16.06 JOINT AND SEVERAL LIABILITY. All parties signing this Lease as Tenant
shall be jointly and severally liable for all obligations of Tenant.

16.07. AMENDMENTS OR MODIFICATIONS. This Lease is the only agreement between
the parties pertaining to the lease of the Demised Premises and no other
agreements are effective unless made a part of this Lease. All amendments to
this Lease must be in writing and signed by all parties. Any other attempted
amendment shall be void.

16.08. NOTICES. All notices and other communications required or permitted
under this Lease must be in writing and shall be deemed delivered, whether
actually received or not, on the earlier of: (1) actual receipt if delivered
in person or by messenger with evidence of delivery; or (ii) receipt of an
electronic facsimile transmission ("Fax") with confirmation of delivery; or
(iii) upon deposit in the United States Mail as required below. Notices may
be transmitted by Fax to the Fax telephone numbers specified in Article One
on the first page of this Lease, if any. Notices delivered by mail must be
deposited in the U.S. Postal Service, first class postage prepaid, and
properly addressed to the intended recipient as set forth in Article One.
After possession of the Demised Premises by Tenant, Tenant's address for
notice purposes will be the address of the Demised Premises unless Tenant
notifies Landlord in writing of a different address to be used for that
purpose. Any party may change its address for notice by delivering written
notice of its new address to all other parties in the manner set forth above.
Copies of all notices should also be delivered to the Principal Broker, but
failure to notify the Principal Broker will not cause an otherwise properly
delivered notice to be ineffective.

                                                                       Page 14
<PAGE>

16.09. ATTORNEYS' FEES. If on account of any breach or default by any party
to this Lease in its obligations to any other party to this Lease (including
but not limited to the Principal Broker), it becomes necessary for a party to
employ an attorney to enforce or defend any of its rights or remedies under
this Lease, the non-prevailing party agrees to pay the prevailing party its
reasonable attorneys' fees and court costs, if any, whether or not suit is
instituted in connection with the enforcement or defense.

16.10. VENUE. All obligations under this Lease, including but not limited to
the payment of Fees to the Principal Broker, shall be performed and payable
in the county in which the Property is located. The laws of the State of
Texas shall govern this Lease.

16.11. SURVIVAL. All obligations of any party to this Lease which are not
fulfilled at the expiration or the termination of this Lease shall survive
such expiration or termination as continuing obligations of the party.

16.12. BINDING EFFECT. This Lease shall inure to the benefit of, and be
binding upon, each of the parties to this Lease and their respective heirs,
representatives, successors and assigns. However, Landlord shall not have any
obligation to Tenant's successors or assigns unless the rights or interests
of the successors or assigns are acquired in accordance with the terms of
this Lease.

16.13. CONSULT AN ATTORNEY. THIS LEASE IS AN ENFORCEABLE, LEGALLY BINDING
AGREEMENT. READ IT CAREFULLY. The brokers involved in the negotiation of this
Lease cannot give you legal advice. The parties to this Lease acknowledge
that they have been advised by the Brokers to have this Lease reviewed by
competent legal counsel of their choice before signing this Lease. By
executing this Lease, Landlord and Tenant each agree to the provisions,
terms, covenants and conditions contained in this Lease.

16.14. OFFER. The execution of this Lease by the first party to do so
constitutes an offer to lease the Demised Premises. Unless within the number
of days stated in Section 1.14 above after the date of its execution by the
first party to do so, this Lease is signed by the other party and a fully
executed copy is delivered to the first party, such offer to lease shall be
automatically withdrawn and terminated.

ARTICLE SEVENTEEN:  ADDITIONAL PROVISIONS

17.01. TENANT IS ALLOWED THE USE OF UP TO 6 UNRESERVED PARKING SPACES AT THE
DEMISED PREMISES, 3 FACING FRONT OF THE BUILDING, AND 3 OPPOSITE THE BUILDING
FACING SOUTHWELL ROAD.

17.02. AFTER THE 5TH DAY OF THE MONTH, TENANT WILL OWE AS ADDITIONAL RENT A
$15.00/DAY LATE FEE FOR RENT UNTIL THE RENT IS RECEIVED BY LANDLORD.

17.03. TENANT TAKES THE DEMISED PREMISES ON AN "AS-IS WHERE-IS" BASIS, EXCEPT
LANDLORD TO WALL UP DOOR ON WEST SIDE OF RECEPTION AREA.

17.04. LANDLORD TO WARRANT HVAC, ELECTRICAL AND PLUMBING FOR FIRST 120 DAYS
OF THE LEASE TERM.

17.05. TENANT SHALL NOT PARK IN THE FIRE LANES. TENANT SHALL NOT STORE
ANYTHING OUTSIDE.

17.06. TENANT SHALL NOT STORE VEHICLES OUTSIDE OVERNIGHT.

<TABLE>
<CAPTION>
LANDLORD                                                         TENANT
<S>                                                              <C>
     PUBLIC INDUSTRIAL PROPERTY CO., INC.                            STEVEN D. BEDOWITZ DBA SPEED RELEASE LOCK CO.
--------------------------------------------------               --------------------------------------------------
By[SIGNATURE]:                                                   By[SIGNATURE]:  /s/ STEVEN D. BEDOWITZ
             -------------------------------------                             ------------------------------------
Name:                      HOWARD L. LAWSON                      Name:               STEVEN D. BEDOWITZ
     ---------------------------------------------                    ---------------------------------------------
Title:                     PRESIDENT                             Title:              PRESIDENT
      --------------------------------------------                     --------------------------------------------
Date of Execution:                                               Date of Execution:  APRIL 14, 2000
                  --------------------------------                                 --------------------------------
<CAPTION>
LANDLORD                                                         TENANT
<S>                                                              <C>
                  DALLAS-FORT WORTH ASSOCIATES                                     DALLAS-FORT WORH ASSOCIATES
--------------------------------------------------               --------------------------------------------------
By[SIGNATURE]:                                                   By[SIGNATURE]:
              ------------------------------------                             ------------------------------------
Name:             PHILIP D. GUMBERT, CCIM                        Name:                      BROKER
     ---------------------------------------------                    ---------------------------------------------

                                                                       Page 15
<PAGE>

Title:                     BROKER                                Title:
      --------------------------------------------                     --------------------------------------------
Date of Execution:                                               Date of Execution:                  N/A
                  --------------------------------                                 --------------------------------
</TABLE>

                                                                       Page 16
<PAGE>

                          DALLAS-FORT WORTH ASSOCIATES

         NORTH TEXAS COMMERCIAL ASSOCIATION OF REALTORS-Registered Trademark-

                               ADDENDUM A TO LEASE

                              EXPENSE REIMBURSEMENT

DEMISED PREMISES/ADDRESS:           2603 SOUTHWELL, SUITE 103, DALLAS 75229
                         -------------------------------------------------------

  [CHECK ALL BOXES WHICH APPLY. BOXES NOT CHECKED DO NOT APPLY TO THIS LEASE.]

A. EXPENSE REIMBURSEMENT. Tenant shall pay the Landlord as additional Rent a
portion of the following expenses (collectively the "Reimbursement') which are
incurred by or assessed against the Demised Premises [CHECK ALL THAT ARE TO
APPLY]:

     /X/ Ad Valorem Taxes;
     /X/ Insurance Premiums;
     /X/ Common Area Maintenance (CAM) Expenses;
     /X/ Operating Expenses;
     /X/ Roof and Structural Maintenance Expenses;

B. EXPENSE REIMBURSEMENT LIMITATIONS. The amount of Tenant's Reimbursement shall
be determined by one of the following methods as described in Section 4 below
[CHECK ONLY ONE]:

     / / Base Year/Expense Stop Adjustment;
     / / Pro Rata Adjustment;
     /X/ Fixed Amount Adjustment;
     / / Net Lease Provisions.

C. EXPENSE REIMBURSEMENT PAYMENTS. Tenant agrees to pay any end-of-year lump
sum Reimbursement within thirty (30) days after receiving an invoice from
Landlord. Any time during the Lease Term (or any renewals or extensions)
Landlord may direct Tenant to pay monthly an estimated portion of the
projected future Reimbursement amount. Any such payment directed by Landlord
shall be due and payable monthly on the same day that the Base Rent is due.
Landlord may, at Landlord's option and to the extent allowed by applicable
law, impose a Late Charge on any Reimbursement payments which are not
actually received by Landlord on or before the due date, in the amount and
manner set forth in Section 3.03 of this Lease. Any Reimbursement relating
to partial calendar years shall be prorated accordingly. Tenant's Pro Rata
Share of such Reimbursements shall be based on the square footage of useable
area contained in the Demised Premises in proportion to the square footage of
useable building area of the Property. Tenant may audit or examine those
items of expense in Landlord's records which relate to Tenant's obligations
under this Lease. Landlord shall promptly refund to Tenant any overpayment
which is established by an audit or examination. If the audit or examination
reveals an error of more than five percent (5%) over the figures billed to
Tenant, Landlord shall pay the reasonable cost of the audit or examination.

D.       DEFINITIONS.

     1. AD VALOREM TAXES. All general real estate taxes, general and special
assessments, parking surcharges, rent taxes, and other similar governmental
charges levied against the Property for each calendar year.

     2. INSURANCE PREMIUMS. All Landlord's insurance premiums attributable to
the Property, including but not limited to insurance for fire, casualty,
general liability, property damage, medical expenses, and extended coverage,
and loss of rents coverage for six months' Rent.

     3. COMMON AREA MAINTENANCE EXPENSES. Common area maintenance expenses
("CAM") means all costs of maintenance, inspection and repairs of the common
areas of the Property, including but not limited to those costs for security,
lighting, painting, cleaning, decorations and fixtures, utilities, ice and
snow removal, trash disposal, project signs, minor roof defects, pest
control, project promotional expenses, property owners' association dues,
wages and salary costs of maintenance personnel, and other expenses
benefiting all the Property which may be incurred by Landlord, in its
discretion, including sales taxes and a reasonable service charge for the
administration thereof. The "common area" is defined as that part of the
Property intended for the collective use of all tenants including, but not
limited to, the parking areas, driveways, loading areas, landscaping, gutters
and downspouts, plumbing, electrical systems, roof, exterior walls,
sidewalks, malls, promenades (enclosed or otherwise), meeting rooms, doors,
windows, corridors and

                                                                       Page 17
<PAGE>

public rest rooms. CAM does not include depreciation on Landlord's original
investment, cost of tenant improvements, real estate brokers' fees,
Landlord's management office and overhead expenses, or interest or
depreciation on capital investments.

     4. OPERATING EXPENSES. All costs of ownership, building management,
maintenance, repairs and operation of the Property, including but not limited
to taxes, insurance, CAM, reasonable management fees, wages and salary costs
of building management personnel, overhead and operational costs of a
management office, janitorial, utilities, and professional services such as
accounting and legal fees. Operating Expenses do not include the capital cost
of management office equipment and furnishings, depreciation on Landlord's
original investment, roof and structural maintenance, the cost of tenant
improvements, real estate brokers' fees, advertising, or interest or
depreciation on capital investments.

     5. ROOF AND STRUCTURAL MAINTENANCE EXPENSES. All costs of maintenance,
repair and replacement of the roof, roof deck, flashings, skylights,
foundation, floor slabs, structural components and the structural soundness
of the building in general.

     6. BASE YEAR/EXPENSE STOP ADJUSTMENT. Tenant shall pay to Landlord as
additional rent Tenant's Pro Rata Share of increases in Landlord's Ad Valorem
Taxes, Insurance Premiums, CAM Expenses, Operating Expenses, and/or Roof and
Structural Maintenance Expenses, whichever are applicable, for the Property
for any calendar year during the Lease Term or during any Extension of this
Lease, over [CHECK ONLY ONE]:

     / / a.  Such amounts paid by Landlord for the BASE YEAR      N/A      , or
                                                            ---------------

     / / b.  $   N/A  per square foot of floor area (as set forth in
              --------
             Section 1.04.C) per year.

     7. PRO RATA ADJUSTMENT. Tenant shall pay to Landlord as additional Rent
Tenant's Pro Rata Share of the total amount of Landlord's Ad Valorem Taxes,
Insurance Premiums, CAM, Operating Expenses, and/or Roof and Structural
Maintenance Expenses, whichever are applicable, for every calendar year during
the Lease Term and during any extension of this Lease.

     8. FIXED AMOUNT ADJUSTMENT. Tenant shall pay to Landlord as additional Rent
the following monthly amounts as Tenant's Reimbursement to Landlord for the
applicable expenses which are incurred by or assessed against the Property:

<TABLE>
         <S>                                           <C>
         Ad Valorem Taxes                                  $   5.00   per month.
                                                       ---------------
         Insurance Premiums                                $   5.00   per month.
                                                       ---------------
         CAM Expenses                                      $   5.00   per month.
                                                       ---------------
         Operating Expenses                                $   5.00   per month.
                                                       ---------------
         Roof and Structural Maintenance Expenses          $   5.00   per month.
                                                       ---------------
</TABLE>

     9. NET LEASE PROVISIONS. Notwithstanding anything contained in this
Lease to the contrary in Article Seven or otherwise, Tenant shall be
responsible for paying Tenant's Pro Rata Share of all costs of ownership,
maintenance, repairs, replacements, and operation of the Demised Premises and
the Property, including but not limited to all costs of Ad Valorem Taxes,
Insurance Premiums, Common Area Maintenance Expenses, Operating Expenses, and
Roof and Structural Maintenance Expenses.

E. / / GROSS-UP PROVISIONS. [CHECK THIS ONLY if APPLICABLE.] If the Property
is a multi-tenant building and is not fully occupied during the Base Year or
any portion of the Lease Term, an adjustment shall be made in computing the
variable costs for each applicable calendar year. Variable costs shall
include only those items of expense that vary directly proportionately to the
occupancy of the Property. Variable costs which are included in the CAM and
Operating Expenses shall be increased proportionately to the amounts that, in
Landlord's reasonable judgment, would have been incurred had ninety percent
(90%) of the useable area of the Property had been occupied during those
years.

                                                                       Page 18
<PAGE>

                             DALLAS-FORT WORTH ASSOCIATES

          NORTH TEXAS COMMERCIAL ASSOCIATION OF REALTORS-Registered Trademark-

                               ADDENDUM E TO LEASE

                                    GUARANTEE

DEMISED PREMISES/ADDRESS:       2603 SOUTHWELL, SUITE 103, DALLAS 75229
                         ------------------------------------------------------

A. In order to induce PUBLIC INDUSTRIAL PROPERTY CO., INC. ("Landlord") to
                     --------------------------------------
execute the Lease (the "Lease") with STEVEN D. BEDOWITZ DBA SPEED RELEASE
                                    --------------------------------------
LOCK CO. ("Tenant") for the Demised Premises described above in DALLAS
--------                                                       ---------
County, State of Texas, the undersigned ("Guarantor," whether one or more
than one) has guaranteed and by this instrument does hereby guarantee the
full payment and performance of all liabilities, obligations, and duties
(including but not limited to maintenance and the payment of Rent) imposed
upon Tenant under the terms of the Lease, as if Guarantor had executed the
Lease as Tenant.

B. Guarantor hereby waives notice of acceptance of this guarantee and all
other notices in connection herewith or in connection with the liabilities,
obligations, and duties guaranteed hereby, including notices of default by
Tenant under the Lease, and waives diligence, presentment, and suit on the
part of Landlord in the enforcement of any liability, obligation, or duty
guaranteed hereby.

C. Landlord shall not be first required to enforce against Tenant or any
other person any liability, obligation or duty guaranteed hereby before
seeking enforcement thereof against Guarantor. Suit may be brought and
maintained against Guarantor by Landlord to enforce any liability,
obligation, or duty guaranteed hereby without joinder of Tenant or any other
person. The liability of Guarantor shall not be affected by any indulgence,
compromise, settlement, or variation of terms which may be extended to Tenant
by Landlord or agreed upon by Landlord and Tenant, and shall not be impaired,
modified, changed, released, or limited in any manner whatsoever by any
impairment, modification, change, release, or limitation of the liability of
Tenant or its estate in bankruptcy, or of any remedy for the enforcement
thereof, resulting from the operation of any present or future provision of
the United States Bankruptcy Code, or any similar law or statute of the
United States or any state thereof. Landlord and Tenant, without notice to or
consent by the Guarantor, may at any time or times enter into such
extensions, amendments, assignments, subleases, or other covenants respecting
the Lease as they may deem appropriate and Guarantor shall not be released
thereby, but shall continue to be fully liable for the payment and
performance of all liabilities, obligations, and duties of Tenant under the
Lease as so extended, amended, assigned or otherwise modified.

D. Other agreements similar to this guarantee may, at Landlord's sole option
and discretion, be executed by other persons with respect to the Lease. This
Guarantee shall be cumulative of any such agreements and the liabilities and
obligations of Guarantor under this Guarantee shall not be affected or
diminished by reason of such other agreements. Moreover, if Landlord obtains
another signature of more than one guarantor on this Guarantee or by
obtaining additional guarantee agreements, or both, Guarantor agrees that
Landlord, in Landlord's sole discretion may (i) bring suit against all
guarantors of the Lease jointly and severally, or against any one or more of
them, (ii) compound or settle with any one or more of the guarantors for such
consideration as Landlord may deem proper, and (iii) release one or more of
the guarantors from liability. No such action shall impair the rights of
Landlord to enforce the Lease against any remaining guarantor or guarantors,
including Guarantor.

E. If Guarantor is a corporation, then the undersigned officer personally
represents and warrants that the Board of Directors of the corporation by
unanimous consent or in a duly held meeting, has authorized the execution of
this Guarantee and determined that this Guarantee may reasonably be expected
to benefit the corporation.

F. If Landlord employs an attorney to present, enforce, or defend any of
Landlord's rights or remedies under this Guarantee, Guarantor shall pay
Landlord's reasonable attorney's fees and court costs.

G. This Guarantee shall be binding upon Guarantor and Guarantor's successors,
heirs, executors, and administrators, and shall inure to the benefit of
Landlord and Landlord's successors, heirs, executors, administrators, and as
signs.

                                                                        Page 1
<PAGE>

EXECUTED on the dates beneath the signatures below, to be effective as of
Effective Date of the Lease.

<TABLE>
<CAPTION>
GUARANTOR                                    GUARANTOR
------------------------------------------   ------------------------------------------
<S>                                          <C>
By[SIGNATURE]:    /S/ STEVEN  BEDOWITZ       By[SIGNATURE]:
              ----------------------------                 ----------------------------
Name:             STEVEN D. BEDOWITZ         Name:
     -------------------------------------        -------------------------------------
Title:            OWNER                      Title:
      ------------------------------------         ------------------------------------
Home Address:     4721 TREE FERN             Home Address:
             -----------------------------                -----------------------------
                  DEL RAY BEACH, FL
------------------------------------------   ------------------------------------------

------------------------------------------   ------------------------------------------
Social Security No.:                         Social Security No.:
                    --------------------                         ----------------------
Drivers License No.:     State:  TX          Drivers License No.:        State:
                    -----      ---------                         --------       -------
Date of Execution:       APRIL 14, 2000      Date of Execution:
                  ----------------------                       ------------------------
</TABLE>

[IF A PERSON IS SIGNING AS AN OFFICER OF A CORPORATE GUARANTOR, SPECIFY THE
PERSON'S CORPORATE TITLE.]


                                                                          Page 2
<PAGE>

                             DALLAS-FORT WORTH ASSOCIATES

          NORTH TEXAS COMMERCIAL ASSOCIATION OF REALTORS-Registered Trademark-

                                 ADDENDUM G TO LEASE

                                RULES AND REGULATIONS

DEMISED PREMISES/ADDRESS:     2603 SOUTHWELL, SUITE 103, DALLAS 75229
                         -----------------------------------------------------

A. APPLICATION. The following standards shall affect and shall be observed by
Tenant, Tenant's employees and invitees, for the mutual safety, cleanliness,
care, protection, comfort and convenience of all tenants and occupants of the
Property, and shall be applicable to the building(s), to the parking garages,
if any, to the common areas, driveways, parking lots, and to the Demised
Premises, including the land situated beneath and any appurtenances thereto.

B. CONSENT REQUIRED. Any exception to these Rules and Regulations must first
be approved in writing by Landlord. For purposes of these Rules and
Regulations, the term "Landlord" includes the building manager, the building
manager's employees, and any other agent or designee authorized by Landlord
to manage or operate the Property.

C.       RULES AND REGULATIONS:

1.       Tenant may not conduct any auction "flea market" or "garage sale" on
         the Demised Premises nor store any goods or merchandise on the
         Property except for Tenant's own business use. Food may not be
         prepared in the Demised Premises except in small amounts for
         consumption by Tenant. Vending machines or dispensing machines may
         not be placed in the Demised Premises without Landlord's written
         approval. The Demised Premises may not be used or occupied as
         sleeping quarters or for lodging purposes. Animals may not be kept
         in or about the Property.

2.       Tenant shall not obstruct sidewalks, driveways, loading areas,
         parking areas, corridors, hallways, vestibules, stairs and other
         similar areas designated for the collective use of tenants, or use
         such areas for Tenant's storage, temporary or otherwise, or for any
         purpose other than ingress and egress to and from the Demised
         Premises. Tenant shall comply with parking rules and guidelines as
         may be posted on the Property from time to time.

3.       Tenant shall not make any loud noises, unusual vibrations,
         unpleasant odors, objectionable or illegal activities on the
         Property. Tenant shall not permit the operation of any equipment in
         the Demised Premises that could annoy other occupants of the
         Property. Tenant shall not interfere with the possession of other
         tenants of the Property.

4.       Tenant may not bring any flammable, explosive, toxic, noxious,
         dangerous or hazardous materials onto the Property.

5.       Installation of security systems, telephone, television and other
         communication cables, fixtures and equipment must comply with
         Section 7.04 of the Lease, except that routine installation and
         construction of normal communication devices which do not require
         any holes in the roof or exterior walls of the Property do not
         require the written approval of Landlord.

6.       Movement into or out of the building through public entrances,
         lobbies or corridors which requires use of a hand truck, dolly or
         pallet jack to carry freight, furniture, office equipment, supplies
         and other large or heavy material, must be limited to the service
         entrances and freight elevators only and must be done at times and
         in a manner so as not to unduly inconvenience other occupants of the
         Property. All wheels for such use must have rubber tires and edge
         guards to prevent damage to the building. Tenant shall be
         responsible for and shall pay all costs to repair damages to the
         building caused by the movement of materials by Tenant.

7.       Requests by Tenant for building services, maintenance and repair
         must be made in writing to the office of the building manager
         designated by Landlord and must be dated. Tenant shall give prompt
         written notice to Landlord of any significant damage to or defects
         in the Demised Premises or the Property, especially including
         plumbing, electrical and mechanical systems, heating, ventilating
         and air conditioning systems, roofs, windows, doors, foundation and
         structural components, regardless of whose responsibility it is to
         repair such damage.

8.       Tenant shall not change locks or install additional locks on doors
         without the prior written consent of Landlord. If Tenant changes
         locks or installs additional locks on the Property, Tenant shall
         within five days thereafter provide Landlord with a

                                                                        Page 3
<PAGE>

         copy of each separate key to each lock. Upon termination of Tenant's
         occupancy of the Demised Premises, Tenant must surrender all keys to
         the Demised Premises and to the Property to Landlord.

9.       Harmful liquids, toxic wastes, bulky objects, insoluble substances
         and other materials which may cause clogging, stains or damage to
         plumbing fixtures or systems must not be placed in the lavatories,
         water closets, sinks, or drains. Tenant must pay the costs to repair
         and replace drains, plumbing fixtures and piping fixtures which is
         required because of damage caused by Tenant.

10.      Tenant shall cooperate with Landlord and other occupants of the
         Property in keeping the Property and the Demised Premises neat and
         clean. Nothing may be swept, thrown or left in the corridors,
         stairways, elevator shafts, lobbies, loading areas, parking lots or
         any other common areas on the Property. All trash and debris must be
         property placed in receptacles provided therefor.

11.      Landlord has the power and authority to regulate the weight and
         position of heavy furnishing and equipment on the floor of the
         Demised Premises, including safes, groups of filing cabinets,
         machines, and any other item which may overload the floor. Tenant
         shall notify the Landlord when heavy items are to be taken into or
         out of the building, and the placement and transportation of heavy
         items may be done only with the prior written approval of Landlord.

12.      No window screens, blinds, draperies, awnings, solar screen films,
         window ventilators or other materials visible from the exterior of
         the Demised Premises may be placed in the Demised Premises without
         Landlord's approval. Landlord is entitled to control all lighting
         that may be visible from the exterior of the building.

13.      No advertisement, sign, notice handbill, poster or banner may be
         exhibited, distributed, painted or affixed upon the Property. No
         directory of tenants is allowed on the Property other than that
         provided by Landlord.

14.      Tenant agrees to cooperate with and assist Landlord in the
         prevention of peddling, canvassing and soliciting on the Property.

15.      Tenant accepts any and all liability for damages and injuries to
         persons and property resulting from the serving and sales of
         alcoholic beverages on or from the Property.

16.      Any person entering and leaving the building before and after normal
         working hours, or building hours if posted by Landlord, whichever
         applies, may be required to identify himself to security personnel
         by signing a list and giving the time of day and destination or
         location of the applicable Demised Premises. Normal building
         business hours are established by Landlord from time to time.

D. REVISIONS. Landlord reserves the right to revise and/or rescind any of
these Rules and Regulations and to make additional rules which Landlord may
determine are necessary from time to time for the safety, care, cleanliness,
protection comfort and convenience of the tenants and occupants of the
Property and for the care, protection and cleanliness of the building.
Revisions and additions will be binding upon the Tenant as if they had been
originally prescribed herein when furnished in writing by Landlord to Tenant,
provided the additions and revisions apply equally to all tenants occupying
the Property.

E. ENFORCEMENT. Any failure or delay by Landlord in enforcing these Rules and
Regulations will not prevent Landlord from enforcing these Rules and
Regulations in the future. If any of these Rules and Regulations is
determined to be unenforceable, it shall be severed from this Lease without
affecting the remainder of these Rules and Regulations.

                                                                        Page 4