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                                                                  EXHIBIT 10.36

                                LEASE AGREEMENT

THIS LEASE AGREEMENT is made and entered into by and between VALLEY VIEW
BUSINESS CENTER, LTD., A TEXAS LIMITED PARTNERSHIP(hereinafter called
"Landlord"), and UNITED STATIONERS SUPPLY CO., an Illinois corporation
(hereinafter called "Tenant").

                              W I T N E S S E T H:

       Landlord, for and in consideration of the covenants of Tenant herein
contained, and subject to the terms, provisions and conditions hereinafter set
forth, hereby leases, demises and lets unto Tenant, and Tenant hereby leases and
takes from Landlord, that certain approximate 18.55 acre tract or parcel of land
situated in Dallas County, Texas, as described in EXHIBIT "A" attached hereto
and made a part hereof (the "Land"), together with and including the Building
(hereinafter defined) and the other Improvements (hereinafter defined) to be
constructed by Landlord on the Land pursuant to the Construction Documents
(hereinafter defined), and any other improvements constructed by or on behalf of
Landlord on the Land.  The Land, the Building and the Improvements of which the
Building is a part and all other improvements made by Landlord on or to the Land
from time to time are collectively referred to herein  as the "Leased Premises".

       TO HAVE AND TO HOLD the said Leased Premises unto the said Tenant,
together with the non-exclusive use of all rights, privileges, easements,
appurtenances, and amenities belonging to or in any way pertaining to the Land,
for and during the Term (hereinafter defined) and in accordance with the terms,
provisions and conditions set forth below.

       Wherever and as often as the words this "Agreement" or this "Lease" are
used or appear in this instrument, the same shall mean and refer to this
instrument, and all exhibits hereto and all plans, drawings and specifications
identified herein and any amendments to the same.  All references in this Lease
to "the date hereof" or "the date of this Lease" or similar references shall be
deemed to refer to the last date, in point of time, on which all parties hereto
have executed this Lease.

                                     ARTICLE 1

                      CONSTRUCTION OF IMPROVEMENTS BY LANDLORD

       (a)    CONSTRUCTION DOCUMENTS. Landlord will construct on the Land a
warehouse distribution center containing a total of approximately 400,000 square
feet of space, inclusive of approximately 15,000 square feet of office space
(the "Building"), together with adjacent outdoor surface parking consisting of
not less than 225 spaces, and the landscaping and other improvements, if any,
located outside of the Building on the Land, pursuant to the plans and
specifications described on EXHIBIT "B" and made a part hereof for all purposes
(the "Construction Documents").  The Building and such other improvements as are
contemplated by the Construction Documents are collectively referred to herein
as the "Improvements".  The Site Plan attached hereto as EXHIBIT "C" and made a
part hereof for all purposes is a general illustration of the Land and the
contemplated Building.


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       (b)    CONSTRUCTION SCHEDULE. A construction schedule for the
Improvements showing the time periods estimated by Landlord for the completion
of the major phases of the Improvements is attached hereto as EXHIBIT "G" (the
"Construction Schedule").  Landlord shall make a good faith effort to advise
Tenant as soon as reasonably possible if Landlord determines that Landlord's
actual progress in completing any phase of the Improvements is behind the time
periods set forth on the Construction Schedule in any material way. The general
contractor for the Improvements selected by Landlord and approved by Tenant is
Rogers O'Brien Construction Company (the "Contractor"). If Landlord determines
that it is necessary or desirable to find a substitute general contractor,
Landlord shall have the right to dismiss Contractor and select an appropriate
substitute, which selection shall be subject to the approval of Tenant, which
approval shall not be unreasonably withheld or delayed. All of the construction
work shall be carried out by Contractor under the sole direction of Landlord.

       (c)    COMPLETION DATE. Subject to the terms of this Lease, on or before
August 30, 1999 (which date is referred to herein as the "Construction Date"),
Landlord shall, at Landlord's sole cost and expense, commence the on-site
physical construction of the Improvements on the Land.  Such commencement will
be deemed to have occurred upon Landlord beginning earth-grading work on the
Land.  From and after the Construction Date, Landlord shall endeavor to cause
Substantial Completion (hereinafter defined) of the Improvements in accordance
with the Construction Documents to occur on or before April 1, 2000 (the "Target
Completion Date").  Additionally, Landlord agrees to endeavor to complete the
Improvements to a stage sufficient to allow Tenant to commence Tenant's Work
(hereinafter defined) no later than December 22, 1999.  If Landlord has not
caused Substantial Completion of the Improvements to occur on or before June 15,
2000 (the "Outside Completion Date") for any reason other than a Tenant Delay
(hereinafter defined), or an event of Force Majeure (hereinafter defined),
Tenant shall receive an abatement of one (1) day of Base Rent (hereinafter
defined) for each day beyond the Outside Completion Date it takes for Landlord
to achieve Substantial Completion, as Tenant's sole and exclusive remedy.

       (d)    SUBSTANTIAL COMPLETION. "Substantial Completion" of the
Improvement shall not have occurred until (i) Landlord's architect, Halff &
Associates (the "Architect") shall have delivered to Landlord and Tenant a
written certificate stating that all of the Improvements have been substantially
completed in substantial accordance with the Construction Documents, except for
the Punch List Items; and (ii) a certificate of occupancy has been issued
allowing Tenant to occupy and use the Leased Premises; provided, however, that
if the reason that a certificate of occupancy has not or cannot be issued is (A)
because of work yet to be performed by Tenant (E.G., Tenant's Work (hereinafter
defined)), or (B) due to Tenant Delays, then the failure or inability to obtain
a certificate of occupancy shall not delay or prevent the occurrence of
Substantial Completion .  The term "Punch List Items" shall mean details of
construction, decoration, and mechanical adjustment which are part of the
Improvements and which in the aggregate, are minor in character and do not
materially interfere with the Tenant's use or enjoyment of the Leased Premises.
Landlord shall give Tenant not less than ten (10) days notice of the date upon
which Landlord estimates Substantial Completion to be achieved. Upon receipt of
Landlord's notification, Tenant shall verbally notify Landlord of the date
Tenant intends to make a walk-through inspection of the Leased Premises, such
date to be on the date specified in Landlord's notice for the estimated
occurrence of Substantial Completion. The Architect, the Contractor, Landlord's
project representative and Tenant's project representative shall meet to review
and approve of the matters to be included as Punch List Items, which approvals
shall not


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be unreasonably withheld. Punch List Items shall be completed by Landlord at
Landlord's expense. Landlord shall use its best efforts to complete all of
the Punch List Items within thirty (30) days after the occurrence of
Substantial Completion.  At the conclusion of the walk-through inspection,
Tenant will be deemed to have acknowledged that, subject only to Landlord's
completion of the Punch List Items, (i) it has inspected and accepts the
Leased Premises, (ii) the Leased Premises is suitable for the purpose for
which it is leased, (iii) the Leased Premises is in good and satisfactory
condition, and (iv) no representations as to the repair of the Leased
Premises, nor promises to alter, remodel or improve the Leased Premises which
have been made by Landlord remain unsatisfied.  At the conclusion of the
walk-through inspection Tenant further agrees to execute an Acceptance of
Leased Premises Memorandum in the form attached hereto and made a part hereof
as EXHIBIT "D", whereupon possession of the Leased Premises will be delivered
to Tenant and Tenant will be deemed to have accepted the Leased Premises, and
Tenant may thereafter occupy the Leased Premises.  Tenant's failure to
conduct a walk-through inspection or execute the Acceptance of Leased
Premises Memorandum will not delay the occurrence of the Commencement Date.

       (e)    CHANGE ORDERS: Tenant may, from time to time prior to the
occurrence of Substantial Completion, submit to Landlord any written requests
for changes or additions to the Construction Documents and/or the Improvements
desired by the Tenant in such detail as Landlord may reasonably require (each a
"Change Order"), which changes or additions shall be subject to Landlord's
approval, which approval shall not be unreasonably withheld or delayed.  Such
approval shall include Landlord's written notice to Tenant of (i) the net
increase, if any, in the actual out-of-pocket cost to be incurred by Landlord in
completing the work associated with the Change Order including the preparation
of plans therefor (the "Change Cost"), and (ii) the anticipated delays, if any,
in completing the work as a result of such Change Order, including the
processing and permitting thereof (the "Change Delay"). Within five (5) business
days after Tenant's receipt of such notice, Tenant shall give to Landlord
written notice to proceed or not to proceed with the Change Order. Tenant's
notice to proceed with the Change Order shall include a specific written
agreement from Tenant to pay to Landlord the Change Cost and written
confirmation of Tenant's acceptance of the Change Delay.  Following the required
approvals and subject thereto (Landlord shall not be required to implement
Change Orders if necessary approvals and permits cannot be obtained), upon
Tenant's written acceptance of any such Change Order, Landlord shall promptly
revise the Construction Documents to incorporate the Change Order and shall
proceed to complete the Improvements in accordance with the Change Order.  Any
and all Change Costs up to a total amount of $300,000 shall, at Tenant's option
exercised by written notice to Landlord included in Tenant's notice to proceed
with the work contemplated by the Change Order, (i) be paid by Tenant within
fifteen (15) days after the occurrence of Substantial Completion and written
demand by Landlord accompanied by substantiating documentation, or (ii) be
initially paid by Landlord and shall be charged back to Tenant as an adjustment
to Base Rent (hereinafter defined).  In the case of (ii), the annual adjustment
to Base Rent shall be the total Change Cost  (up to a maximum of $300,000)
multiplied by ten and one-half percent (10.50%).  If Tenant fails to provide
written notice of its election as provided above, Landlord shall have the
option, exercisable by written notice to Tenant prior to the occurrence of
Substantial Completion, to elect repayment under (i) or (ii) above, and if
Landlord fails to give such written notice, Landlord shall be deemed to have
elected option (i) above.  Tenant shall pay total Change Costs in excess of
$300,000 as follows: (A) fifty percent (50%) of the Change Cost shall be paid to
Landlord upon approval of the applicable Change Order, and (B) the balance shall
be paid within fifteen (15) days after the occurrence of Substantial Completion
and written


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demand by Landlord.  Any disagreements between Landlord and Tenant regarding
the calculation of any Change Costs shall be resolved in accordance with the
procedures set forth in Article l(m) of this Lease.

       (f)    CONSTRUCTION COSTS.   Subject to the terms of this paragraph,
Landlord will (i) pay the cost of the Building and all other improvements other
than the Finish Work (hereinafter defined) for the office portion of the
Building, and (ii) the cost of the Finish Work up to, but not in excess of the
sum of $525,000 (the "Finish Allowance").  The "Finish Work" is the work to be
performed by Landlord pursuant to the specific Construction Documents identified
on EXHIBIT "H" attached hereto and made a part hereof.  Notwithstanding the
preceding, Tenant will be responsible for the following costs of completing the
Improvements:

              (1)    All Change Costs (as set forth above);

              (2)    The cost of the Finish Work in excess of the Finish
       Allowance.  If Landlord determines that the actual cost of the Finish
       Work will exceed the Finish Allowance, or if during construction the
       actual cost of the Finish Work exceeds the Finish Allowance, Landlord
       will not be obligated to commence the Finish Work or continue its
       construction until it receives from Tenant fifty percent (50%) of the
       estimated cost of such amount as is in excess, in Landlord's estimation,
       of the Finish Allowance, with the actual amount of such excess, less the
       initial payment by Tenant, being due upon Substantial Completion.

              (3)    The cost of  Tenant specified electrical distribution not
       included in the Construction Documents in excess of $125,000.  Such
       excess, if any, shall be determined through Change Order and paid by
       Tenant in the same manner as for the cost of Finish Work in excess of the
       Finish Allowance; and

              (4)    All costs, expenses and damages incurred or suffered by
       Landlord that are caused by Tenant Delays.

       (g)    LANDLORD'S WARRANTY. In addition to (and not in lieu of)
Landlord's obligations under the Lease with respect to repairs, Landlord
covenants to construct the Improvements in a good and workmanlike manner and in
accordance with all Applicable Laws (hereinafter defined). Without limitation,
Landlord represents, warrants and covenants that upon the Commencement Date, the
Improvements will comply with all Applicable Laws including, without limitation,
all laws governing non-discrimination in public accommodations and commercial
facilities, including, without limitation, the requirements of the Americans
with Disabilities Act and all regulations thereunder. Landlord further warrants
that the Improvements will be free from defects in workmanship and materials for
a period of one (1) year after the date of Substantial Completion. If, at any
time during such warranty period, any of the workmanship or material used in the
construction of the Improvements are determined to be defective, and Tenant
shall, within the warranty period, so notify Landlord in writing that such
workmanship or material is defective, Landlord shall cause such defective
workmanship or material to be corrected, repaired, or replaced in a manner
reasonably acceptable to both Landlord and Tenant. Such correction, repair, or
replacement shall be performed by Landlord, at Landlord's expense, as promptly
as reasonably possible and in such manner so as to minimize any interference
with Tenant in its operations in and about the Leased Premises. If Landlord
fails to correct any such


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defect within fifteen (15) days after receipt of written notice from Tenant,
or such longer period as is reasonably required, then Tenant may (but shall
not be obligated to) correct such defect and Landlord shall reimburse Tenant
for the actual cost thereof.  Landlord's liability for breach of any
covenant, representation or warranty set forth in this subparagraph shall
finally and automatically expire on the first (1st) anniversary of the
Commencement Date.

       (h)    INSPECTIONS. Landlord, through its appointed project
representative, shall maintain direct contact with Contractor and conduct
regularly scheduled job and progress meetings at the Land, or such other place
as agreed to, with Contractor and Tenant's representative, as appointed by
Tenant, as well as extraordinary meetings where deemed necessary by Landlord,
Architect or Contractor, to discuss such matters such as, but not limited to,
procedures, progress, safety and scheduling. Tenant may  inspect the
installation of the Improvements and the progress of the Improvements.  Landlord
shall be available, and cause the Contractor to be available, to Tenant or its
representatives from time to time upon reasonable prior notice when necessary or
desirable for the purpose of reviewing the Improvements. Tenant shall not
communicate directly with Contractor or any subcontractors or interfere with
construction of the Improvements in connection with its inspections.

       (i)    COMPLIANCE WITH LAWS. Landlord, at its expense, shall obtain all
approvals, permits, and other consents required to commence, perform and
complete the Improvements; shall at all times cause all work in connection with
the Improvements to be carried out in compliance with all such consents and in
compliance with all Applicable Laws.  All approvals, permits, inspection
reports, notices, and other similar documents prepared or received by Landlord
or the Contractor.

       (j)    TENANT'S WORK.  All finishing work, equipment installation,
cabling, and interior wall finish for the offices, or other work (the "Tenant's
Work") desired by Tenant, if any, and not initially or thereafter included in
the Improvements, shall be performed by Tenant, at Tenant's expense, through
contractors selected by Tenant and approved by Landlord, which approval shall
not to be unreasonably withheld or delayed; provided that Landlord's approval
shall not be required for contractor's or subcontractors who provide materials
or labor the aggregate cost of which is estimated not to exceed $25,000.
Landlord and Tenant shall each cause their respective general contractor and/or
subcontractors for the Improvements and Tenant's Work to cooperate with each
other in facilitating the mutual access to the Leased Premises and in
coordinating the timing of the stages of the Improvements and the Tenant's Work
so as to facilitate the completion on a timely basis. To the extent reasonably
possible and without having to incur additional expense, Landlord shall, prior
to Substantial Completion, provide Tenant with access to the Leased Premises and
storage space at the site for Tenant's equipment, trade fixtures, and other
property in connection with Tenant's Work and shall furnish water, electricity
and HVAC to the Leased Premises during the performance of any Tenant's Work to
the extent the same are then available at the Leased Premises; provided that,
Tenant shall reimburse Landlord or Contractor, as applicable, within fifteen
(15) days after written demand, for the cost of any such utility services used
by Tenant determined by Contractor and agreed to by Tenant, such not to be
unreasonably withheld, to be in excess of that which would otherwise have been
used by Contractor, or its subcontractors, in the course of constructing the
Improvements.  The performance by Tenant of Tenant's Work prior to the
Commencement Date shall be subject to all of the terms and conditions of Article
10 hereof.


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       (k)    TENANT DELAYS. The term "Tenant Delay" shall mean any actual delay
in the completion of the Improvements which delays Substantial Completion and
which is due to any act or omission of Tenant, its agents, or contractors.
Tenant Delays shall include:

              (1)    Change Delays;

              (2)    Any delay by Tenant in giving Landlord notice of Tenant's
       approval of any Change Orders or in giving Landlord notice of any other
       consents or approvals required of Tenant hereunder in connection with the
       Improvements; and

              (3)    any other delay in the occurrence of Substantial Completion
       caused by a Tenant Party (hereinafter defined), including, without
       limitation, any delay resulting from Tenant's Work (hereinafter defined)
       or the  installation by any Tenant Party of any property or equipment of
       Tenant in or on the Leased Premises prior to Substantial Completion and
       any delay due to interference by any Tenant Party with Landlord's
       engineers, consultants, contractors or otherwise.  As used in this Lease,
       a "Tenant Party" shall mean one or more of Tenant, its agents, employees,
       officers, partners or contractors or any of their invitees or licensees.

       (l)    NOTICE OF DELAY. At the request of either the Landlord or the
Tenant, at any time and from time to time prior to the date of Substantial
Completion, Landlord or Tenant may require the other party to provide a written
notice setting out whether or not Landlord or Tenant, as the case may be, is
aware of any delays under either Article 1(k) or Article 1(l) hereof as of the
date of such notice.

       (m)    RESOLUTION OF DISPUTES. If Landlord and Tenant disagree as to
whether the Construction Documents have been properly prepared or as to whether
any aspect of the Improvements has been full or properly completed, or is
otherwise defective, or as to the appropriate manner to correct any such
deficiency, or as to the calculation of Change Costs hereunder, or as to the
designation of any Tenant Delay hereunder, and if Landlord and Tenant, using
their reasonable good faith efforts, are otherwise unable to resolve such
dispute, then such dispute shall be resolved by referring the same to the
Consulting Architect.  In order to initiate such a resolution of any dispute, a
party shall be required to give the other party and the Consulting Architect
written notice requesting such resolution, which notice shall identify the issue
in dispute. The Consulting Architect shall promptly notify the parties of the
date, time, and place for the meeting to resolve of such dispute, which date
shall in no event be later than ten (10) business days after the Consulting
Architect's receipt of the demand for resolution. Such notice may be given by
telephone if promptly confirmed by written notice. At the conclusion of such
meeting, the Consulting Architect shall advise both parties of the Consulting
Architect's decision. The Consulting Architect shall send the parties written
notice confirming such decision immediately thereafter. Both parties shall be
bound by any and all decisions made by the Consulting Architect and shall
perform their obligations hereunder in accordance with such decisions. The
Consulting Architect's fees and expenses for dispute resolution pursuant hereto
shall be split equally between Landlord and Tenant.  The Consulting Architect
shall be AECC until such time as Landlord and Tenant otherwise agree in writing.


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                                   ARTICLE 2

                                     TERM

       (a)    INITIAL TERM/TERM.  Subject to and upon terms, provisions and
conditions hereinafter set forth, the "Initial Term" of this Lease shall begin
on the Commencement Date, and shall expire at 11:59 p.m. on the last day of the
one hundred and twentieth (120) complete calendar month thereafter.  The
"Commencement Date" shall be the earlier to occur of (i) the date upon which
Substantial Completion occurs and (ii) the date Tenant takes possession of the
Leased Premises for purposes of business operation and not for the performance
only of Tenant's Work.  If the Commencement Date occurs on the first day of a
calendar month, the month in which the Commencement Date occurs shall be the
first complete calendar month after the Commencement Date for purposes of
determining the expiration of the Initial Term.  The Initial Term together with
any Renewal Terms is the "Term" of this Lease or the "Lease Term" as such terms
may be used interchangeably in this Lease.

       (b)    RENEWAL OPTIONS.

              (1)    So long as there is no uncured default hereunder by Tenant
       as of the date of Tenant's exercise of any Renewal Option or as of the
       date of the commencement of any Renewal Term, Tenant shall be entitled
       and is hereby granted two (2) successive options (the "Renewal Options")
       to extend the Term for an additional period of five (5) years each (the
       "Renewal Terms"). Except for Base Rent, as hereinafter defined and
       separately provided for, the Renewal Terms shall be on all the other
       terms and conditions of this Lease; provided, however, that (i) upon the
       exercise of the first Renewal Option Tenant shall have only one remaining
       Renewal Option and upon its exercise of the second Renewal Option Tenant
       shall have no further right or option to renew or extend the Term without
       Landlord's written consent, which may be withheld in Landlord's sole
       discretion, and (ii) Landlord shall not have any obligations to make any
       improvements or otherwise provide any inducement to Tenant. Tenant shall
       exercise each Renewal Option, if at all, only by giving written notice of
       such exercise to Landlord not less than six (6) months,  nor more than
       twelve (12) months, prior to the expiration of the Initial Term or first
       Renewal Term, as the case may be. Should Tenant fail to timely exercise a
       Renewal Option in accordance with the preceding provisions, then the Term
       shall expire and this Lease shall terminate at the end of the Initial
       Term or the current Renewal Term, as applicable, and Tenant shall have no
       further right or option to renew or extend the  Term. Tenant's exercise
       of a Renewal Option shall be irrevocable.

              (2)    Within thirty (30) days after Landlord receives Tenant's
       written notice of its exercise of a Renewal Option, Landlord shall
       deliver a notice to Tenant (the "Market Rate Notice") specifying the
       Market Rate for the applicable Renewal Term, such to be based upon
       Landlord's reasonable and good-faith determination of rents being charged
       for comparable space of equivalent quality, size, utility and location,
       and for terms commensurate with the applicable Renewal Term.  Tenant
       shall have thirty (30) days (the "Examination Period") from its receipt
       of the Market Rate Notice to accept or reject Landlord's designation of
       the Market Rate.  If Tenant accepts Landlord's designation of the Market
       Rate, the "Base Rent" for the Renewal Term will be the Market Rate as set
       forth in the Market Rate Notice.  If Tenant fails to reject in writing
       Landlord's


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       designation of the Market Rate set forth in the Market Rate Notice
       during the Examination Period, Tenant shall be deemed to have accepted
       Landlord's designation of the Market Rate, the Base Rent for the Renewal
       Term will be the Market Rate set forth in the Market Rate Notice.  If
       Tenant timely rejects Landlord's designation of the Market Rate prior to
       the expiration of the Examination Period and Landlord and Tenant cannot
       agree in writing on the Market Rate within fifteen (15) days after the
       date Landlord receives Tenant's timely rejection of Landlord's
       designation of the Market Rate set forth in the Market Rate Notice (the
       "Negotiation Period"), Base Rent for the applicable Renewal Term will be
       determined as follows:

                     (i)    Tenant's notice to Landlord of Tenant's rejection of
              Landlord's designation of the Market Rate shall include Tenant's
              designation of its appraiser for purposes of determining the
              Market Rate in the event Landlord and Tenant cannot agree on the
              Market Rate during the Negotiation Period.  Such notice shall
              further include appraiser's name, address and telephone number.
              Within ten (10) days after the expiration of the Negotiation
              Period (assuming that Landlord and Tenant cannot agree on the Base
              Rent during the Negotiation Period); Landlord shall select an
              appraiser of its choice and give Tenant written notice of such
              appraiser's name, address and telephone number.

                     (ii)   The two (2) selected appraisers shall attempt to
              mutually determine the fair rental value of the Leased Premises
              for the applicable Renewal Term and the "Base Rent" for such
              Renewal Term will be the fair market value as so determined.  If
              the two (2) selected appraisers cannot agree on the fair rental
              value for the Leased Premises for the applicable Renewal Period
              within thirty (30) days after Landlord has notified Tenant of
              Landlord's selected appraiser, then those appraisers shall select
              another individual as a third appraiser within fifteen (15) days
              after the expiration of such thirty (30) day period, and shall
              furnish Landlord and Tenant written notice of such appraiser's
              name, address and telephone number. All appraisers selected shall
              be M.A.I. appraisers, unless Landlord and Tenant shall otherwise
              agree in writing, each having at least ten (10) years experience
              with commercial property in the Dallas/Fort Worth, Texas metroplex
              area.

                     (iii)  Each of the three (3) selected appraisers shall then
              individually determine the fair rental value of the Leased
              Premises for the applicable Renewal Term within thirty (30) days
              after the selection of the third appraiser and the "Base Rent" for
              such Renewal Term shall be the average of the three (3)
              appraisals.

                     (iv)   If the procedure set forth in above is implemented,
              and if for any reason whatsoever (including, without limitation,
              the institution of any judicial or other legal proceedings), the
              Base Rent for any Renewal Term has not been finally determined
              prior to the first day of the applicable extended Renewal Term,
              then the Market Rate initially determined by Landlord in good
              faith shall be the Base Rent for all purposes under the Lease
              until such time as the Base Rent is finally determined as set
              forth above, and Landlord and Tenant shall, by


                                       8
<PAGE>

              appropriate payments to the other, correct any overpayment or
              underpayment which may have been made prior to such final
              determination.

                     (v)    All fees, costs and expenses incurred in connection
              with obtaining the appraisals and the arbitration procedure set
              forth in this paragraph shall be shared equally by Landlord and
              Tenant; however, Landlord and Tenant shall each bear their own
              attorneys' fees incurred with respect to this procedure.

              (3)    Tenant may not assign the Renewal Options to any assignee
       or subleases of the Lease that is not a Permitted Assignee (hereinafter
       defined).  No assignee or sublessee may exercise the Renewal Options
       unless such is a Permitted Assignee of Tenant.

              (4)    If the Term is extended pursuant to Tenant's exercise of a
       Renewal Option, Landlord shall prepare, and Landlord and Tenant will
       execute and deliver an amendment to this Lease extending the Term and
       specifying the new Base Rent; provided, however, that the failure of the
       parties to enter into such an amendment will not affect the validity of
       Tenant's exercise of the Renewal Option or the obligations of the parties
       during the Renewal Term.

       (c)    ENTRY BY TENANT PRIOR TO THE COMMENCEMENT DATE.  It is agreed that
Tenant may enter into the Leased Premises prior to the completion of the
Improvements for the purpose of completing the Tenant's Work, if any, without
being deemed thereby to have taken possession of the Leased Premises or
obligated itself to pay Rent; provided that Tenant's Work shall in no way
interfere with the construction of such Improvements or the work of Landlord or
Contractor and shall not subject Landlord to any liabilities whatsoever.

                                     ARTICLE 3

                                     BASE RENT

       (a)    BASE RENT AND ADJUSTMENTS.

              (1)    BASE RENT. As consideration for the use and occupancy of,
       and as rental for, the Leased Premises, Tenant promises and agrees to pay
       Landlord, while this Lease remains in force and effect, for the Initial
       Term, paid in monthly payments in advance $93,333.33 per month
       ($1,119,999.96 annualized).  Such rent is herein the "Base Rent".

              (2)    CHANGE COSTS.  Base Rent shall be further adjusted for any
       amortized Change Costs as contemplated by Article 1(e).

       (b)    Base Rent and any other monthly installments of Rent required to
be paid hereunder by Tenant to Landlord shall be due and payable, in advance,
beginning on the Commencement Date and continuing on the first day of each
calendar month during the Term.  Any installment of Base Rent due for any
fractional calendar month shall be prorated based upon the actual number of days
in that month.  All Rent (hereinafter defined) shall be paid at the times and in
the amounts provided for herein in legal tender of the United States of America
to Landlord at the address specified in Article 25 hereof or to such other
person or at such other


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<PAGE>

address as Landlord may from time to time designate in writing.  Tenant's
obligation to pay any installment of Rent shall not be deemed satisfied until
such installment of Rent has actually been received by Landlord. As used in
this Lease, "Rent" shall mean the Base Rent and all other amounts provided
for in this Lease to be paid by Tenant to Landlord, all of which shall
constitute rental in consideration for this Lease and the leasing of the
Leased Premises.

       (c)    If on  the Commencement Date there remains an unused and
unallocated balance of the Finish Allowance or any other allowances granted by
Landlord hereunder, Landlord shall (i) apply such balance to any amounts payable
by Tenant to Landlord under Article 1(f) above or otherwise owing by Tenant to
Landlord hereunder, and (ii) any remaining balance shall be paid to Tenant.

       (d)    Other remedies for nonpayment of Base Rent notwithstanding, if the
monthly Base Rent payment is not in Landlord's possession on or before the fifth
(5th) day of the month for which the Base Rent is due, or if any other payment
is due Landlord by Tenant is not received by Landlord prior to the expiration of
any applicable cure or grace period, a late payment charge of five percent (5%)
of such amount shall, unless waived in writing by Landlord, become due and
payable in addition to such amounts owed under this Lease.  In addition,
Landlord shall be entitled to charge one-hundred dollars ($100.00) for each
check or payment which is not honored by Tenant's bank.  Said charge to be in
addition to any other amounts owed under this Lease.

                                     ARTICLE 4

                                       TAXES

       (a)    The term "Taxes" as used herein shall mean all taxes, levies and
assessments of every character imposed or assessed upon or against the Leased
Premises by any governmental agency or authority having jurisdiction, and all
assessments due to deed restrictions and/or owner or community associations,
whether foreseen or unforeseen; provided nothing herein shall require or be
construed to require Tenant to pay any gift, estate, inheritance, excess
profits, succession, capital levy, transfer tax, income tax, payroll tax or
other tax assessment, mortgage, charge or levy arising out of the Rent payable
by Tenant or other income received by Landlord, its successors or assigns. If at
any time during the Term, the State of Texas or any political subdivision of the
state, including any county, city, city and county, public corporation,
district, or the United States of America, levies or assesses against Landlord a
tax, fee or excise: (i) on rents, (ii) on the square footage of the Leased
Premises, (iii) on the act of entering into this Lease, (iv) on the occupancy of
Tenant, or any other tax, fee, or excise, however described, including, without
limitation, a so-called value added, business activity or gross receipts tax, as
a direct substitution in whole or in part for, or (except in the case of (i)
above) in addition to, any real property taxes, Tenant shall pay before
delinquency said tax, fee, or excise.

       (b)    Subject to Tenant's protest right provided below, Tenant shall pay
all Taxes during the Term directly to the taxing authority therefor not less
than thirty (30) days prior to the date on which any such Taxes would become
delinquent and shall provide evidence thereof to Landlord upon written request.
Without waiver of any other remedies of Landlord for Tenant's failure to timely
pay Taxes, Tenant shall be responsible for all damages, penalties and fines
incurred by the Leased Premises or Landlord due to Tenant's failure to timely
pay Taxes.


                                       10
<PAGE>

Additionally, if Tenant fails to provide such evidence and Landlord, without
having any obligation to do so, pays Taxes, Tenant shall reimburse Landlord
for the full amount thereof upon demand. Taxes for the partial year in which
the Commencement Date occurs and the year in which the Term expires or this
Lease is terminated shall (unless terminated for Tenant's default) be
prorated between Landlord and Tenant.

       (c)    If any Taxes are paid by Landlord to any taxing authority for any
tax year in installments, the amount payable by Tenant hereunder shall be
payable in similar installments, and no amount shall be payable by Tenant on
account of installments becoming payable after the expiration of the Term which
are attributable to a period of time after the expiration of the Term or
attributable to any period of time prior to the Commencement Date. If any
assessment for new public improvements (and not for repair or replacement of
existing public improvements) is payable only in a lump sum, rather than in
installments, Tenant shall pay a pro rata share of such assessment based upon
the proportion that the number of years remaining in the Term bears to the
expected useful life of such new public improvements as determined by a third
party consultant. For purposes of the preceding sentence, the "Term" of this
Lease shall mean the Initial Term; provided that, if Tenant exercises a Renewal
Option, Tenant shall be assessed its pro rata share based upon the proportion
that the number of years of such Renewal Term bears to the expected remaining
useful life of such public improvement.

       (d)    Landlord shall within ten (10) days of receipt, deliver to Tenant
statements, assessments and other notices relative to any tax or assessment;
provided that Landlord's failure to timely deliver such notices shall in no way
relieve Tenant of the obligation to pay Taxes.  If Landlord's delay in
delivering any such notices to Tenant is the direct and actual cause of late
payment of Taxes, Landlord shall be responsible for any penalties due thereto.

       (e)    Tenant shall have the right, before delinquency occurs, of
contesting, objecting to or opposing the legality, validity or amount of any
such Taxes; provided that prompt notice of such contest, objection or opposition
shall be given to Landlord by Tenant at least twenty (20) days before any
delinquency; and provided, further, that such contest, objection or opposition
shall not be carried on or maintained after the aforementioned time limit for
the payment of said obligations unless Tenant shall have duly paid the amount
involved under protest or shall have procured and maintained a stay of all
proceedings to enforce any collection thereof and shall also have provided for
payment thereof, together with all penalties, interest, costs, and expenses, by
a deposit of sufficient sum of money or by a good and sufficient undertaking as
may be required or permitted by law to accomplish such a stay. In the event of
any such contest, objection or opposition, Tenant agrees to pay and discharge
any unpaid amounts finally determined to be due within thirty (30) days after
the final determination thereof or within such later grace period as may be
allowed by law.

       (f)    If any mortgagee of Landlord requires that Taxes be escrowed with
such mortgagee, Tenant shall pay to Landlord on a monthly basis, on the same
date that Base Rent is due, an amount equal to 1/12 of the estimated total
annual Taxes, as determined by Landlord.  Tenant authorizes Landlord to use such
funds to pay Taxes and to fund any escrows required by Landlord's mortgagee.  If
Tenant's total Tax payments for any year are less than the actual Taxes, Tenant
shall pay the difference to Landlord within twenty (20) days after written
demand, such to be accompanied by copies of applicable tax bills.  If the total
payments of Tenant are


                                       11

<PAGE>

more than the actual Taxes, Landlord shall retain such excess and credit it
against Tenant's next monthly estimated payments of Taxes or, at Landlord's
option, return such excess to Tenant.

                                     ARTICLE 5

                                     INSURANCE

       (a)    Tenant shall at its sole expense, maintain at all times during the
Term, comprehensive general liability insurance with respect to the Leased
Premises and the conduct or operation of Tenant's business therein with
contractual liability endorsement, naming Landlord and such other parties
designated by Landlord, as an additional insured, in an amount not less than
$5,000,000.00 combined single limit.

       (b)    During the entire Term, Tenant shall keep the Building and other
Improvements constituting a portion of the Leased Premises insured in the name
of and for the benefit of Landlord and the holder of any mortgage or deed of
trust on the Leased Premises as their respective interests may appear, on an
"all risk" form, against loss or damage by fire and all hazards covered by the
standard form of extended coverage endorsement (subject to exclusions approved
by and otherwise in form satisfactory to Landlord), and containing twelve (12)
months' rents insurance, flood loss (if the Leased Premises is located in a
flood zone) and sprinkler breakage coverage. Such insurance shall be for not
less than one hundred percent (100%) of the full replacement value thereof, as
the same shall change from time to time. The term "full insurable value" as used
herein means agreed value for actual replacement costs, including the cost of
debris removal. Tenant shall carry, at Tenant's sole cost and expense, fire and
extended coverage casualty insurance on all of the alterations and improvements
completed by Tenant in the Leased Premises and all trade fixtures, equipment,
inventory, and personal property located on the Leased Premises.  Deductibles
under policies to be carried by Tenant hereunder shall not exceed $100,000 per
occurrence. Tenant shall not take out separate property insurance concurrent in
form or contributing in the event of loss with that required hereunder, unless
Landlord and Landlord's mortgagee is included therein as a named insured.

       (c)    All insurance policies required by this Article 5 shall be written
by companies licensed to sell insurance in Texas and having a rating of A VIII
or better, as set forth in the most recent issue of Best's Insurance Reports.

       (d)    At the commencement of the Initial Term of this Lease, Tenant
shall deliver to Landlord Certificates of Insurance manifesting the insurance
coverage required by this Article 5 and, at least thirty (30) days prior to the
expiration of each such policy, shall pay the premiums for the renewal of such
insurance and provide information satisfactory to Landlord evidencing payment
thereof. All policies shall provide at least thirty (30) days' written notice to
Landlord, Landlord's mortgagee and Tenant of any cancellation, termination, or
material alteration.

       (e)    Tenant and Landlord shall cooperate in connection with the
collection of any insurance monies that may be due in the event of loss and
shall execute and deliver such proofs of loss and other instruments which may be
required for the purposes of obtaining recovery of any such insurance monies.


                                       12
<PAGE>

       (f)    NOTWITHSTANDING ANY OTHER PROVISION OF THIS LEASE, LANDLORD AND
TENANT HEREBY WAIVE ANY RIGHTS EACH MAY HAVE AGAINST THE OTHER ON ACCOUNT OF ANY
LOSS OR DAMAGE OCCASIONED TO LANDLORD OR TENANT, AS THE CASE MAY BE (WHETHER OR
NOT SUCH LOSS OR DAMAGE IS CAUSED BY THE FAULT OR SOLE OR CONCURRENT NEGLIGENCE
OF THE OTHER PARTY), TO THEIR RESPECTIVE PROPERTY OR TO THE LEASED PREMISES OR
ITS CONTENTS ARISING FROM ANY RISK THAT IS COVERED BY ANY INSURANCE REQUIRED TO
BE CARRIED UNDER THIS LEASE OR OTHERWISE CARRIED BY LANDLORD OR TENANT, BUT ONLY
TO THE EXTENT OF INSURANCE PROCEEDS ACTUALLY RECEIVED (SUCH EXTENT TO INCLUDE
APPLICABLE DEDUCTIBLES BUT NOT THE LIMITS OF ANY APPLICABLE SELF INSURANCE).
THE FOREGOING SHALL NOT BE OPERATIVE IN ANY CASE IN WHICH THE EFFECT WOULD BE TO
INVALIDATE ANY INSURANCE COVERAGE REQUIRED TO BE CARRIED HEREUNDER.  TENANT, ON
BEHALF OF ITS INSURANCE COMPANIES (WHICH INSURANCE COMPANIES SHALL INCLUDE SUCH
TENANT IF TENANT IS ALLOWED TO SELF INSURE UNDER THIS LEASE) INSURING THE
PROPERTY OF TENANT AGAINST ANY SUCH LOSS, WAIVES ANY RIGHT OF SUBROGATION THAT
IT MAY HAVE AGAINST LANDLORD.  TENANT AGREES IMMEDIATELY TO GIVE TO EACH SUCH
INSURANCE COMPANY WRITTEN NOTIFICATION OF THE TERMS OF THE WAIVERS CONTAINED IN
THIS PARAGRAPH, AND TO HAVE ITS INSURANCE POLICIES PROPERLY ENDORSED, IF
NECESSARY, TO PREVENT THE INVALIDATION OF SAID INSURANCE COVERAGES BY REASON OF
SAID WAIVERS, AT TENANT'S SOLE COST.

       (g)    For the purposes of this Article 5 only, the "Term" shall commence
upon the earlier to occur of (i) the Commencement Date, and (ii) the date that
Tenant or any Tenant Party first enters the Leased Premises to perform any of
Tenant's Work.

                                     ARTICLE 6

                  USE OF LEASED PREMISES AND COMPLIANCE WITH LAWS

       (a)    The Leased Premises shall be used only for the purpose of
receiving, storing and distributing products, materials and merchandise made
and/or distributed by Tenant, incidental office use in connection therewith and
for such other lawful purposes as may be incidental thereto.  Outside storage,
other than storage of trucks and other vehicles, is prohibited without
Landlord's prior written consent which shall not be unreasonably withheld.
Tenant shall not permit any objectionable or unpleasant odors, smoke, dust, gas,
noise or vibrations to emanate from the Leased Premises, nor take any other
action that would constitute a health or environmental hazard or nuisance or
that would disturb, interfere with, or endanger Landlord or the occupant of any
other land or buildings in the vicinity of the Leased Premises.  Landlord agrees
that odors, smoke or noise emanating from trucks servicing the Leased Premises
in the ordinary course of Tenant's business will not violate these prohibitions
provided that such are not unreasonable.

       (b)    Tenant shall comply with and fulfill all state, federal and
municipal laws, regulations and ordinances, court decisions and all matters of
record (E.G., deed restrictions) applicable to the use of the Leased Premises by
Tenant and the business of Tenant conducted


                                       13
<PAGE>

thereon (collectively "Applicable Laws") including without limitation, the
Americans with Disabilities Act ("ADA").

       (c)    Tenant shall not change locks or install additional locks on doors
without prior written consent of Landlord.  Tenant shall not make or cause to be
made duplicates of keys procured from Landlord without prior approval of
Landlord. All keys to Leased Premises shall be surrendered to Landlord upon
termination of this Lease.

       (d)    The water closets and other water fixtures shall not be used for
any purpose other than those for which they were constructed, and any damage
resulting to them from misuse, including  improper disposal of any materials, or
by the defacing or injury of any part of the Building shall be borne by the
person who shall occasion it.  No person shall waste water by interfering with
the faucets or otherwise.

                                     ARTICLE 7

               CONDITION OF LEASED PREMISES AND REPAIRS/IMPROVEMENTS

       (a)    Landlord shall not be required to make any improvements,
replacements or repairs of any kind or character to the Leased Premises or the
Building during the Term except as set forth in this section.  Landlord shall
repair, maintain in good condition only the roof, foundation, floor slab (but
not the sealant or any floor coverings) and structural soundness of the exterior
walls of the Building except for damage caused by any act or omission of a
Tenant or any Tenant Party or by casualty.  Landlord may elect to repair any
damage caused by a Tenant or any Tenant Party, and if Landlord so elects, Tenant
shall pay Landlord the cost or anticipated cost of such repair on demand.  The
term "walls" as used herein shall not include windows, glass or plate glass,
doors, special store fronts or office entries.  Tenant shall promptly give
Landlord written notice of any defect or need for repairs, after which Landlord
shall have reasonable opportunity to repair same or cure such defect.  In the
event Landlord refuses or neglects to commence or to complete properly and
adequately any repairs which are the responsibility of Landlord hereunder and
such failure continues for fifteen (15) days after written notice to Landlord or
such longer period as is reasonably required, then Tenant may (but shall not be
obligated to) make such repairs.  In such event, Landlord shall be obligated to
repay the actual cost thereof to Tenant.

       (b)    From and after the Commencement Date, if any improvement,
modification or alteration of any portion of the Leased Premises is required to
bring same into compliance with the ADA or any other Applicable Laws, or if
Landlord otherwise makes capital repairs, replacements or improvements to the
Leased Premises (as determined using generally accepted accounting principles)
that are not the express obligation of Landlord to undertake at its sole cost
under subparagraph (a) above and (i) Tenant is not otherwise expressly
responsible for such repair, replacement or improvement under this Lease, (ii)
the necessity for such repair, replacement or improvements was not caused, in
whole or in part, by Tenant or any Tenant Party, and (iii) the necessity for
such repair, replacement or improvement was not due to the specific use of the
Leased Premises by Tenant, then Landlord will undertake to complete such repair,
replacement or improvements and the cost thereof will be charged back to Tenant
over the useful life of the subject repair, replacement or improvements with the
assumption that the only portion of such expense chargeable for any one year
will be a fraction of such expense, the


                                       14
<PAGE>

numerator of which is one and the denominator of which is the estimated
useful life of the subject repair, replacement or improvements.  In the event
that (i) Tenant is expressly responsible for such repair, replacement or
improvement under this Lease, (ii) the necessity for such repair, replacement
or improvements was caused, in whole or in part, by Tenant or any Tenant
Party, or (iii) the necessity for such repair, replacement or improvement was
due to the specific use of the Leased Premises by Tenant, Tenant shall be
solely responsible for the entire cost of such repair, replacement or
improvements.  In such event, and if Landlord elects to construct such
repair, replacement or improvement, Tenant shall pay the cost thereof to
Landlord in the same manner as Tenant pays for the cost of the Finish Work in
excess of the Finish Allowance under Aticle 1(g)(2).  If Landlord elects for
Tenant to complete such repair, replacement or improvement, such shall be
performed by Tenant, at Tenant's cost, subject to all of the terms of Article
10 below.

       (c)    From and after the Commencement Date, and except as otherwise
herein provided and except for repairs required to be performed by Landlord
under subparagraph (a) above, or covered by Landlord's one-year express warranty
made herein, Tenant agrees, at its sole cost and expense, to maintain all of the
Leased Premises in good condition and repair during the Term (except for such
repairs made necessary by fire or other casualty and which are repaired in
accordance with the provisions of Article 9 below) including, without limitation
landscaping,  plumbing, wiring, fixtures, equipment, heating and air
conditioning equipment, interior and exterior decorations, glass and painting in
and on the Building and the parking area and ingress and egress lanes, it being
understood and agreed that Landlord shall have no obligation to maintain the
Leased Premises after Tenant takes possession other than as expressly provided
herein.  Upon termination of this Lease, Tenant shall deliver the Leased
Premises to Landlord in as good a condition as existed on the date Tenant took
possession, the effects of ordinary wear and tear, and obsolescence in spite of
repairs excepted.

       (d)    Upon written request by Tenant, and to the extent assignable
without cost to Landlord, Landlord will assign to Tenant all construction or
equipment warranties, guarantees, and/or service policies received by it which
are applicable to the Improvements that are required to be repaired and
maintained by Tenant; provided that such assignment shall not prevent Landlord
from enforcing same for its own benefit in order to perform its obligations
herein. Landlord hereby represents and warrants to Tenant that, in addition to
any other warranties, Landlord shall obtain a warranty covering the roof of the
Leased Premises for a period of not less than 10 years.

       (e)    In the event Tenant refuses or neglects to commence or to complete
properly and adequately any repairs which are the responsibility of Tenant
hereunder, then Landlord may (but shall not be obligated to) make such repairs
after thirty (30) working days' written notice to Tenant, or such shorter period
required to protect life or property. In such event, Tenant shall be obligated
to repay the cost thereof to Landlord, upon demand, as additional Rent.

       (f)    Tenant shall, at its sole cost and expense, during the Term
maintain a regularly scheduled preventative maintenance/service contract on an
annual basis with a maintenance contractor for the servicing of all sprinkler
systems, hot water, heating and air conditioning systems and equipment within or
servicing the Leased Premises.  The maintenance contractor and contract must be
approved by Landlord and must include all services suggested by the equipment
manufacturer.  A copy of the service contract shall be provided to Landlord
within


                                       15
<PAGE>

sixty (60) days following the Commencement Date.  In the event the service
contract is not provided, then Landlord shall have the right, but not the
obligation to have the work done and the cost therefor shall be charged to
Tenant as additional rent and shall become payable by Tenant with the payment
of the Base Rent next due hereunder.

                                      ARTICLE 8

                              RELEASE AND INDEMNIFICATION

       (a)    Except as otherwise expressly provided in this Lease, no Landlord
Party (hereinafter defined) will be liable to Tenant or  any Tenant Party, and
Tenant hereby releases Landlord and agrees to hold Landlord harmless from and
against, any injury to person or damage to property on or about the Leased
Premises caused by (A)(i) the Leased Premises becoming out of repair, (ii) the
leakage of gas, oil, water or steam or by electricity emanating from any part of
the Leased Premises, or (iii) any other cause, EXCEPT AND THEN ONLY TO THE
EXTENT THAT SUCH INJURY OR DAMAGE ARISES OUT OF OR RESULTS FROM THE GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT OF A LANDLORD PARTY (WHETHER OR NOT MERELY
ALLEGED, THREATENED OR PROVEN), or (B) the act or omission of a Tenant Party.
As used in this Article 8, a "Landlord Party" shall mean one or more of Landlord
and any officer, shareholder, partner, employee or agent of Landlord and its and
their respective heirs, legal representatives, successors and assigns.   TENANT
ACKNOWLEDGES THAT THIS PROVISION SHALL BE CONSTRUED TO MEAN THAT NO LANDLORD
PARTY SHALL BE LIABLE TO TENANT, ANY TENANT PARTY OR ANY INVITEE OF TENANT OR A
TENANT PARTY FOR ANY ALLEGED, THREATENED OR PROVEN NEGLIGENCE OF LANDLORD OR ANY
LANDLORD PARTY EXCEPT AS EXPRESSLY SET FORTH HEREIN.

       (b)    Tenant shall indemnify and hold Landlord harmless from and against
any and all fines, suits, losses, costs, together with reasonable court costs
and reasonable attorneys fees incurred by Landlord in defending same,
liabilities, claims, demands, actions and judgments of every kind and character
suffered by, recovered from, or asserted against a Landlord Party, (i) arising
by reason of any breach, violation or non-performance by Tenant of any term,
provision, covenant, condition or agreement to be performed or abided by Tenant
hereunder, or (ii) arising on account of death, injury or damage to person or
property  in, on, or about the Leased Premises, or any part thereof, where such
death, injury or damage is caused, in whole or in party, by a Tenant Party (as
defined in Article 1(k) above) EXCEPT AND TO THE EXTENT SUCH IS CAUSED BY OR
ARISES OUT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF LANDLORD OR ANY
LANDLORD PARTY (WHETHER ALLEGED, THREATENED OR PROVEN), or the willful
misconduct of a Tenant Party, or (iii) arising out of any action brought by any
Tenant Party for which Landlord has been released by Tenant under (a) above.
Upon the occurrence of an event which Tenant is required to indemnify Landlord
against, and upon demand by Landlord, Tenant shall employ counsel reasonably
acceptable to Landlord and defend Landlord against any liability for such event,
all at Tenant's cost.  The indemnities and covenants of Tenant in this paragraph
(b) are in addition to, and not in limitation of, any other indemnities made by
Tenant elsewhere in this Lease.

       (c)    This Article 8 shall survive the expiration or termination of this
Lease with respect to any claims or liability occurring or first arising prior
to such expiration or termination.


                                       16
<PAGE>

                                      ARTICLE 9

                                DAMAGE OR DESTRUCTION

       (a)    If the Building should be damaged or destroyed by fire or other
peril, Tenant immediately shall give written notice to Landlord.  If:  (i) the
Building should be totally destroyed by any peril not covered by insurance
required to be carried hereunder; or if (ii) the Leased Premises should be so
damaged thereby that, in Landlord's estimation, rebuilding or repairs cannot be
completed within one hundred eighty (180) days after Landlord's receipt of
insurance proceeds and required permits; or if (iii) the Leased Premises should
be so damaged thereby that, in Landlord's estimation, rebuilding or repairs of
the portion thereof required to be insured by Tenant can be substantially
completed within one hundred eighty (180) days after the date of such damage,
but the insurance proceeds available to Landlord will not, in Landlord's
estimation, be sufficient to complete such rebuilding or repairs (due to such
insurance proceeds being applied to mortgage debt or otherwise) and Landlord is
either unable or unwilling to advance sufficient funds to complete such
rebuilding or repairs (such decision to be made within sixty (60) days of the
casualty); then in any of such events this Lease shall cease and terminate as if
and to the extent the effective date of such termination had been the date
originally scheduled for the expiration of the term of this Lease, and the Rent
shall be abated during the previously unexpired term of this Lease, effective
upon the date of the occurrence of such damage.

       (b)    Subject to the provisions of Article 9(a) above, if the Building
should be damaged by any peril covered by the insurance required to be carried
hereunder, and Landlord does not have the right to or does not elect to
terminate this Lease, then Landlord shall restore the Building to substantially
its previous condition, except that Landlord shall not be required to rebuild,
repair or replace any of Tenant's Property or any of Tenant's Work or any other
property of, or improvements or alterations made by, Tenant.  Subject to events
of Force Majeure or Tenant Delays, if such repairs and rebuilding of the Leased
Premises have not been substantially completed within one hundred eighty (180)
days after the date of Landlord's receipt of insurance proceeds and necessary
permits, Tenant, as Tenant's exclusive remedy, may give Landlord notice of
Tenant's intention to terminate the Lease effective as of the date specified in
such notice which date shall be not less than ninety (90) days after the notice.
If the repairs and rebuilding have not been substantially completed by the date
specified in such notice for reasons other than Tenant Delays or Force Majeure,
Tenant, as Tenant's exclusive remedy, may immediately terminate this Lease by
delivering written notice of termination to Landlord, in which event the rights
and obligations hereunder shall cease and terminate as if and to the extent the
effective date of such termination had been the date originally scheduled for
the expiration of the term of this Lease, and Rent shall be abated during the
unexpired term of this Lease, effective upon the date of the termination.  Rent
shall not be abated during any repairs or construction performed pursuant to
this Article 9(b).

       (c)    Notwithstanding any provision herein to the contrary, if Landlord
elects to proceed with the restoration of the Improvements not withstanding the
fact that Landlord estimates available insurance proceeds will be inadequate for
such restoration costs, or in the event available insurance costs are in fact
inadequate for such restoration costs, Tenant will pay the deficiency to
Landlord upon demand. Regardless of whether or not Landlord terminates this
Agreement or restores the Leased Premises, Tenant shall pay Landlord the amount
of any


                                       17
<PAGE>

applicable deductibles within thirty (30) days after written demand by
Landlord.  Such obligations shall survive any termination of this Agreement.

                                      ARTICLE 10

                                     ALTERATIONS

       (a)    Tenant may not make or permit any alterations, improvements, or
additions in or to the Leased Premises that may affect the structure or
structural integrity of the Building, the foundation or the roof.  Tenant may
otherwise make non-structural alterations costing, in the aggregate, less than
$25,000 in any consecutive 12-month period (exclusive of trade fixtures and
equipment), without Landlord's consent.  Landlord's consent will not otherwise
be unreasonably withheld.  All alterations and improvements desired by Tenant
are subject to the following conditions: (i) all alterations, improvements and
additions will be at the sole cost and expense of Tenant;  (ii) all alterations,
improvements and additions in and to the Leased Premises requested by Tenant
must be made in accordance with plans and specifications first approved in
writing by Landlord;  (iii) Tenant's contractors and subcontractors are subject
to Landlord's prior approval.  In addition, each of Tenant's contractor(s) and
subcontractor(s) must deliver evidence satisfactory to Landlord that  such
contractor or subcontractor, as applicable, carries insurance in amounts and
covering events customarily carried by similar contractors or subcontractors.
Upon Landlord's reasonable request, Tenant shall provide, or cause to be
provided, certificates of such  insurance to Landlord evidencing such coverage
and naming Landlord and any mortgagee of Landlord as an additional insured
thereunder; (iv) all alterations, improvements and additions made by Tenant must
comply with all Applicable Laws and applicable building permits and certificates
of occupancy.  Landlord's approval of Tenant's plans and specifications for the
alterations or improvements will not act as a confirmation or agreement by
Landlord that the improvements and alterations comply with Applicable Laws; (v)
Tenant must deliver to Landlord evidence that Tenant has obtained all necessary
governmental permits and approvals for the improvements, alterations and
additions prior to starting any work; (vi) all alterations, improvements and
additions must be done in a good and workmanlike manner so as not to damage or
alter the primary structure or structural qualities or the utility or other
systems of the Leased Premises or the Building and is subject to approval by
Landlord during and after construction, in its sole discretion; (vii) lien
releases from each of Tenant's contractor(s) and subcontractor(s) must be
submitted to Landlord within ten (10) days after completion of the work
performed by the contractor(s) or subcontractor(s); (viii) Tenant shall be
solely responsible for the safety and security of all equipment and property
installed or placed in, on or about the Leased Premises by a Tenant Party; and
(ix) if the cost of such alterations or improvements are estimated to cost in
excess of $200,000 in any 12-month period, Tenant shall provide, upon Landlord's
request, a performance bond or construction escrow or other security reasonably
satisfactory to Landlord to assure completion thereof and full payment therefor.

       (b)    Notwithstanding any other provision of this Lease, Tenant, at its
own cost and expense, may erect such shelves, racks, bins and trade fixtures
(collectively, "Tenant's Property") within the Leased Premises as it desires and
without Landlord's prior consent provided that (i) such items do not alter the
basic character of the Leased Premises or the Building; (ii) such items do not
overload or damage the Leased Premises or the Building or the utility or other
systems serving same; (iii) such items may be removed without material injury to
the Leased Premises and the Building; and (iv) the construction, erection or
installation thereof complies with all


                                       18
<PAGE>

Applicable Laws, applicable building permits and certificates of occupancy;
and (v) provided that Tenant's installation of Tenant's Property prior to the
Commencement Date will be subject to Article 1(j) above.  All of Tenant's
Property shall remain the property of Tenant and shall be removed on or
before the earlier to occur of the date of termination of this Lease or
Tenant's vacating of the Leased Premises.  Tenant shall promptly repair any
damage to the Leased  Premises caused by the removal of any of Tenant's
Property.  Any of Tenant's Property not so removed and any other property of
Tenant not removed prior to the termination of this Lease or Tenant's
vacating of the Leased Premises shall thereupon be conclusively presumed to
have been abandoned by Tenant, and Landlord may, at its option, take over
possession of any and all of the foregoing and either (i) declare the same to
be the property of Landlord by written notice to Tenant at the address
provided herein or (ii) at the sole cost and expense of Tenant, remove,
store, and/or dispose of the same or any part thereof, all at Tenant's cost,
in any manner that Landlord shall choose without incurring liability to
Tenant or any other person.

       (c)    Except as provided in Article 10(a)above, all alterations,
additions, and improvements made to, or fixtures or other improvements placed in
or on, the Leased Premises, whether temporary or permanent in character are a
part of the Leased Premises and are the property of Landlord when they are made
to or placed in or on the Leased Premises, without compensation to Tenant;
provided that, at Landlord's option, upon the termination of this Lease,
Landlord may require Tenant, at Tenant's cost, to remove any improvements made
to the Leased Premises by Tenant and restore the Leased Premises to
substantially the condition it was in on the Commencement Date, reasonable wear
and tear excepted.

       (d)    Tenant hereby indemnifies and holds Landlord harmless from any
claims, demands, actions, losses, and damages arising from activities of a
Tenant Party, or any of their invites, in connection with any alterations,
improvements or additions made or contracted for by Tenant.

                                      ARTICLE 11

                                      UTILITIES

       Tenant shall pay, before delinquency, all charges for water, gas,
electricity, telephone service and all other services and public utilities
furnished to or used in, upon or about the Leased Premises by Tenant during the
Term.

                                      ARTICLE 12

                                     HOLDING OVER

       (a)    Tenant agrees that upon the expiration or termination of this
Lease (however the same may be brought about), peaceable possession of the
Leased Premises will be promptly surrendered and delivered to Landlord.

       (b)    In case of holding over by Tenant after the termination of this
Lease without the written consent of Landlord (however such termination shall be
brought about), Tenant shall be obligated to pay Rent to Landlord on a per diem
basis for the entire hold over period at one hundred fifty percent (150%) of the
Base Rent in effect at the time of the termination of this


                                       19
<PAGE>

Lease. In the event of a holding over by Tenant after the Term (whether with
or without the written consent of Landlord), Tenant shall be and continue as
the Tenant at will of Landlord and in the event of Tenant's failure to
surrender, Landlord shall be entitled to institute and maintain an action of
forcible detainer of the Leased Premises in any court of competent
jurisdiction.  No holding over by Tenant, whether with or without consent of
Landlord, will shall operate to extend this Lease except as otherwise
expressly provided.  The preceding provisions of this Article 12 shall not be
construed as consent for Tenant to retain possession of the Leased Premises
in the absence of written consent thereto by Landlord.  In addition to the
above, and whether or not any holdover is permitted, if Tenant does not
vacate the Leased Premises within sixty  (60) days after written demand by
Landlord, Tenant shall be liable to Landlord for Landlord's consequential
damages incurred by Landlord as a result of any holdover by Tenant.

                                      ARTICLE 13

                                 ASSIGNMENT AND SALE

       (a)    In the event Tenant should desire to assign this Lease or sublet
the Leased Premises or any part thereof, Tenant shall give Landlord written
notice of such desire, together with financial information as to the proposed
assignee or subtenant as required by Landlord to allow Landlord to determine the
financial condition of such assignee or subtenant, at least fifteen (15) days in
advance of the date on which Tenant desires to make such assignment or sublease.
Landlord shall then have a period of fifteen (15) days following receipt of such
notice and financial information within which to notify Tenant in writing that
(i) Landlord consents to such assignment or sublease, which consent shall not be
unreasonably withheld, or delayed, or (ii) Landlord does not consent thereto
provided, however, that Tenant may without prior written notice and consent from
Landlord, assign this Lease or sublet all or part of the Leased Premises to any
entity which controls, is controlled by, or is under common control with Tenant
or any entity which is a successor to Tenant by acquisition, merger, or
consolidation of or with Tenant (herein a "Permitted Assignee").   Upon request
by Landlord, Tenant shall furnish to Landlord copies of its latest consolidated
annual report together with quarterly income statements and balance sheet to
date when such reports and financial statements have been publicly released.  No
assignment, subletting or other transfer, whether to a Permitted Assignee
consented to by Landlord or not or otherwise permitted hereunder shall relieve
the Tenant named herein of any liability hereunder for the obligations of the
"Tenant".  If an event of default occurs while the Leased Premises or any part
thereof are assigned or sublet, then Landlord, in addition to any other remedies
herein provided, or provided by law, may collect directly from such Transferee
all rents payable to the Tenant and apply such rent against any sum due Landlord
hereunder.  No such collection shall be construed to constitute a novation or a
releas of Tenant from the further performance of Tenant's obligations hereunder.

       (b)    Landlord shall have the continuing right at any time to sell or
convey the Leased Premises and Landlord's rights under this Lease, and nothing
herein contained shall be construed as restricting such rights of Landlord. In
the event Landlord should hereafter sell or convey the Leased Premises to a
third party or parties, such party or parties shall acquire the Leased Premises
subject to the terms and provisions of this Lease and shall be subrogated to all
of the rights and privileges of Landlord hereunder, and Landlord shall thereupon
be completely relieved and discharged from all duties and obligations herein
imposed upon Landlord which accrue after the effective date of such conveyance;
provided that such transferee of Landlord


                                       20
<PAGE>

shall have assumed all of Landlord's duties and obligations which accrue
under this Lease after such date.

       (c)    If this Lease is assigned to any person or entity pursuant to the
provisions of the Bankruptcy Code, 11 U.S.C. Section 101 et. seq. (the
"Bankruptcy Code"), any and all monies or other consideration payable or
otherwise to be delivered in connection with such assignment shall be paid or
delivered to Landlord, shall be and remain the exclusive property of Landlord
and shall not constitute property of Tenant or of the estate of Tenant within
the meaning of the Bankruptcy Code.  Any and all monies or other considerations
constituting Landlord's property under the preceding sentence not paid or
delivered to Landlord shall be held in trust for the benefit of Landlord and be
promptly paid or delivered to Landlord.

       (d)    Any person or entity to which this Lease is assigned pursuant to
the provisions of the Bankruptcy Code, shall be deemed, without further act or
deed, to have assumed all of the obligations arising under this Lease on and
after the date of such assignment.  Any such assignee shall upon demand execute
and deliver to Landlord an instrument confirming such assumption.

                                      ARTICLE 14

                                    ENVIRONMENTAL

       (a)    HAZARDOUS MATERIALS DEFINED.  As used in this Lease, the term
"Hazardous Materials" means and includes (i) any hazardous, toxic or dangerous
waste, substance or material, as defined for purposes of the Comprehensive
Environmental Response Compensation and Liability Act of 1980, as amended, the
Resource Conservation and Recovery Act of 1976, as amended, or any other
Applicable Laws applicable to the Leased Premises and establishing liability,
standards, or regulating or requiring action as to the industrial hygiene, use,
generation, treatment, discharge, spillage, storage, uncontrolled loss, seepage,
filtration, disposal, removal, or existence of a hazardous, toxic or dangerous
waste, substance or material (collectively, "Environmental Laws") and (ii) any
waste, substance or material which, even if not so regulated, is known to pose a
hazard to the health and safety of persons or property, specifically including,
without limitation, oil and petroleum products and by-products and asbestos.

       (b)     PROHIBITION OF HAZARDOUS MATERIALS/TENANT'S LIABILITY.  Except
for Hazardous Materials that are used only as an incidental part of Tenant's
day-to-day business operations and not as an integral part thereof (E.G., fuel
for forklifts and similar equipment, office supplies, cleaning solvents), or
handled or stored in connection with the ordinary courses of Tenant's business
(provided that any such Hazardous Materials are wholly contained in prepackaged
containers and not repackaged, opened or otherwise disturbed while at the Leased
Premises), Tenant may not, without Landlord's prior written consent, use, treat,
handle, store, generate, dispose of or release or cause or permit any Tenant
Party, to use, handle, store, generate, treat, dispose of or release, in, on,
under or from the Leased Premises any Hazardous Materials.  Landlord agrees not
to otherwise unreasonably withhold its consent to Tenant's handling or
temporarily storing Hazardous Materials at the Leased Premises in the normal and
ordinary course of the business of the "Tenant" named herein.  To the extent
that Landlord consents to any of the above, but without otherwise limiting any
of the above:


                                       21

<PAGE>

              (1)    Tenant covenants and agrees that it shall at its own
       expense procure, maintain in effect and comply with all conditions of any
       and all permits, licenses and other governmental and regulatory approvals
       required for Tenant's use of the Leased Premises and any operations or
       conduct of Tenant involving the use, handling, generation, treatment,
       storage, disposal, management or release of any Hazardous Materials
       including the posting of required Material Safety Data Sheets (copies of
       which are to be provided to Landlord).  Tenant shall cause any and all
       Hazardous Materials that are to be removed from the Leased Premises to be
       transported solely by duly licensed haulers and to duly licensed
       facilities for final disposal of such Hazardous Materials.  Tenant shall
       in all respects, handle, treat, deal with and manage any and all
       Hazardous Materials in, on, under or about the Leased Premises as a
       result of the actions, conduct or any part of the business operations of
       Tenant or any Tenant Party, in complete conformity with all Environmental
       Laws and prudent industry practices regarding the management of such
       Hazardous Materials.  All reporting obligations relating to Hazardous
       Materials in, on, under or about the Leased Premises as a result of the
       actions, conduct or any part of the business operations of Tenant or any
       Tenant Party, are solely the responsibility of Tenant.  Upon expiration
       or earlier termination of this Lease, Tenant covenants and agrees to
       cause all Hazardous Materials existing in, on, or under the Leased
       Premises to be removed from the Leased Premises and transported for use,
       storage or disposal in accordance and in compliance with all
       Environmental Laws.  In addition, and unless Landlord instructs Tenant
       otherwise, at the expiration of the Term, Tenant shall remove all
       fixtures which were placed on the Leased Premises by or on behalf of
       Tenant or a Tenant Party during the Term and which contain, have
       contained or are contaminated with, Hazardous Materials.  Tenant may not
       install any above or undergroundstorage tanks;

              (2)    Tenant shall immediately notify Landlord in writing of (a)
       any Tenant Release (hereinafter defined), (b) any enforcement, clean-up,
       removal or other governmental or regulatory action instituted, completed
       or threatened against Tenant, the Leased Premises, pursuant to any
       Environmental Laws; (c) any claim made or threatened by any person
       against Tenant, Landlord, the Leased Premises, relating to damage,
       contribution, cost recovery, compensation, loss or injury resulting from
       or claimed to result from any Hazardous Materials; and (d) any reports
       made to any environmental agency arising out of or in connection with any
       Hazardous Materials in, on or about or under the Leased Premises or with
       respect to any Hazardous Materials removed from the Leased Premises,
       including, any complaints, notices, warnings, reports or asserted
       violations in connection therewith.  Tenant shall also provide to
       Landlord, as promptly as possible, and in any event within five (5)
       business days after Tenant first received or sent the same, with copies
       of all claims, reports, complaints, notices, warnings or asserted
       violations relating in any way to the Leased Premises or Tenant's use
       thereof.  Tenant shall not take any remedial action in response to the
       presence of any Hazardous Materials in, on, about or under the Leased
       Premises, nor enter into any settlement agreement, consent, decree or
       other compromise in respect to any claims relating to or in any way
       connected with the Leased Premises without first notifying Landlord of
       Tenant's intention to do so and affording Landlord ample opportunity to
       appear, intervene or otherwise appropriately assert and protect
       Landlord's interest with respect thereto;


                                       22
<PAGE>

              (3)    Tenant shall indemnify and, at Landlord's option, defend
       (with counsel reasonably acceptable to Landlord), protect and hold
       Landlord and each of Landlord's officers, directors, partners, employees,
       agents, attorneys, successors and assigns free and harmless from and
       against any and all claims, liabilities, damages, costs, penalties,
       forfeitures, losses or expenses (including attorneys' fees) for death or
       injury to any person or damage to any property whatsoever (including
       water tables and atmosphere) arising or resulting in whole or in part,
       directly or indirectly, from the presence, release or discharge of
       Hazardous Materials in, on, under, upon or from the Leased Premises to
       the extent that such presence, release or discharge was caused or
       permitted by Tenant or a Tenant Party, or from the transportation or
       disposal of Hazardous Materials to or from the Leased Premises by a
       Tenant Party (herein, a "Tenant Release").  Tenant's obligations
       hereunder shall include, without limitation, and whether foreseeable or
       unforeseeable, all costs of any required or necessary repairs, clean-up
       or detoxification or decontamination of the Leased Premises and any other
       land contaminated or adversely effected by a Tenant Release and the
       presence and implementation of any closure, remedial action or other
       required plans in connection therewith, and shall survive the expiration
       of or early termination of this Lease;

              (4)    Landlord shall have the right from time to time, at its
       expense, to commission an environmental audit of the Leased Premises.  If
       such study or report correctly determines or concludes that a Tenant
       Release has occurred or that Tenant has breached any of its obligations
       under this Article 14, then, and without limitation of any other remedy
       Landlord may have hereunder,  Tenant shall reimburse the reasonable
       actual costs of the audit to Landlord on demand as additional Rent.

              (5)  Tenant shall execute affidavits, representations, and the
       like from time to time at Landlord's reasonable request concerning
       Tenant's actual knowledge and belief regarding the presence of Hazardous
       Materials in, on or under the Leased Premises.

       (c)    Landlord represents and warrants to Tenant that Landlord has not
stored, generated, used, disposed of, released or caused or permitted any other
party to store, generate, use, dispose of or release in or upon the Land any
Hazardous Materials in violation of Environmental Laws and to Landlord's current
actual knowledge, without duty of inquiry or investigation, no Hazardous
Materials are present on, under or about the Land in violation of Environmental
Laws except as may be disclosed in the environmental report dated March 9, 1999
and prepared by TERR-MAR, INC., which report Tenant acknowledges having
received.  Landlord makes no warranty or representations regarding the truth or
accuracy of such report.   Landlord shall indemnify, at Tenant's option, defend
(with counsel reasonably acceptable to Tenant), protect and hold Tenant harmless
from and against any and all claims, liabilities, damages, costs, penalties,
forfeitures, losses or expenses (including reasonable attorneys' fees) for death
or injury to any person or damage to any property whatsoever (including water
tables and atmosphere) arising or resulting in whole or in part, directly or
indirectly, from the presence, release or discharge of Hazardous Materials in,
on , under, upon or from the Land to the extent that such presence, release or
discharge was actually caused by Landlord or from the transportation or disposal
of Hazardous Materials to or from the Land by Landlord  (herein, a "Landlord
Release").  Landlord's obligations hereunder shall include, without limitation,
and whether foreseeable or unforeseeable, all costs of any required or necessary
repairs, clean-up or detoxification or decontamination of the Land and any other
land contaminated or adversely


                                       23
<PAGE>

effected by the Landlord Release and the presence and implementation of any
closure, remedial action or other required plans in connection therewith, and
shall survive the expiration of or early termination of this Lease.

       (d)    The respective covenants, rights and obligations of Landlord and
Tenant under this Article 14 shall survive the expiration or earlier termination
of this Lease.

                                      ARTICLE 15

                                 DEFAULT AND REMEDIES

       (a)    The following shall be deemed to be events of default by Tenant
under this Lease:

              (1)    Tenant shall fail to pay any installment of the Rent herein
       reserved when due, or any other payment or reimbursement to Landlord
       required herein when due, and such failure shall continue for a period of
       ten (10) days after receipt of written notice from Landlord; provided,
       however, that an event of default will occur without any obligation of
       Landlord to deliver any notice if Landlord has given Tenant written
       notice under this subparagraph on two (2) or more occasions during the
       twelve (12) month period preceding the current failure by Tenant to
       timely pay Rent (though Tenant in such instances is granted a five (5)
       day grace period from the date upon which the subject payment was due).

              (2)    Tenant abandons the Leased Premises.

              (3)    Tenant or any guarantor of Tenant's obligations hereunder
       shall file a petition or be adjudged bankrupt or insolvent under any
       applicable federal or state bankruptcy or insolvency law, or admit that
       it cannot meet its financial obligations as they become due; or a
       receiver or trustee shall be appointed for all or substantially all of
       the assets of Tenant or such guarantor; or Tenant or any guarantor of
       Tenant's obligations hereunder shall make a transfer in fraud of
       creditors or shall make an assignment for the benefit of creditors; or

              (4)    Tenant shall fail to discharge or bond around to Landlord's
       satisfaction any lien filed against the Leased Premises, or any portion
       thereof, in violation of Article 40 hereof, within ten (10) days after
       receiving notice thereof.

              (5)    Tenant shall fail to comply with any other term, provision
       or covenant of this Lease, other than the payment of Rent; and such other
       failure is not cured within thirty (30) days of receipt of written notice
       from Landlord specifying the default;

              (6)    Any of the representations and warranties of Tenant set
       forth herein shall be untrue in any material respect on the date of this
       Lease or at any time during the Term.

       (b)    Upon the occurrence of any event of default set forth in this
Lease, Landlord shall have the option to pursue any one or more of the remedies
set forth herein without any additional notice or demand.


                                       24
<PAGE>

              (1)    Without declaring the Lease terminated, Landlord may enter
       upon and take possession of the Leased Premises, by picking or changing
       locks if necessary, and lock out, expel or remove Tenant and any other
       person who may be occupying all or any part of the Leased Premises
       without being liable for any claim for damages, and relet the Leased
       Premises on behalf of Tenant and receive the rent derived by reason of
       the reletting.  Tenant agrees to pay Landlord on demand any deficiency
       that may arise by reason of any reletting of the Leased Premises,
       further, Tenant agrees to reimburse Landlord for any expenditures made by
       it in order to relet the Leased Premises, including, but not limited to,
       leasing commissions, moving allowances, lease incentives, remodeling and
       repair costs or in performing any obligations of Tenant hereunder. Tenant
       agrees to reimburse Landlord on demand for any reasonable expenses which
       Landlord may incur in effecting compliance with Tenant's obligations
       under this Lease; further, Tenant agrees that Landlord shall not be
       liable for any damages resulting to Tenant from effecting compliance with
       Tenant's obligations under this Lease caused by the negligence of
       Landlord or otherwise.

              (2)    Landlord may terminate this Lease, in which event Tenant
       shall immediately surrender the Leased Premises to Landlord, and if
       Tenant fails to surrender the Leased Premises, Landlord may, without
       prejudice to any other remedy which it may have for possession or
       arrearages in Rent, enter upon and take possession of the Leased
       Premises, by picking or changing locks if necessary, and lock out, expel
       or remove Tenant and any other person who may be occupying all or any
       part of the Leased Premises without being liable for any claim for
       damages.  Tenant agrees to pay on demand the amount of all loss and
       damage which Landlord may suffer by reason of the termination of this
       Lease under this section, including without limitation, loss and damage
       due to the failure of Tenant to maintain and or repair the Leased
       Premises as required hereunder and/or due to the inability to relet the
       Leased Premises on terms satisfactory to Landlord or otherwise, and any
       reasonable expenditures made by Landlord in order to relet the Leased
       Premises, including, but not limited to, leasing commissions, moving
       allowances, lease incentives, and remodeling and repair costs.  In
       addition, upon termination Landlord may collect from Tenant, as damages
       and not as a penalty, the present value (using a discount rate of seven
       percent (7%) of all future Rents required to be paid under this Lease
       (had it not been terminated) from the date Landlord terminates the Lease
       until the expiration of the Term less the fair market rental value of the
       Leased Premises over such term.  Notwithstanding anything contained in
       this Lease to the contrary, this Lease may be terminated by Landlord only
       by mailing or delivering written notice of such termination to Tenant,
       and no other act or omission of Landlord shall be construed as a
       termination of this Lease.

              (3)    In the event that Landlord exercises its remedy to lock out
       Tenant in accordance with any provision of this Lease, Tenant agrees that
       no notice shall be required to be posted by Landlord on any door to the
       Leased Premises (or elsewhere) disclosing the reason for such action or
       any other information, and that Landlord shall not be obligated to
       provide a key to the changed lock to Tenant unless Tenant shall have
       first:

                     (I)    brought current all payments due to Landlord under
              this Lease (unless Landlord has permanently repossessed the Leased
              Premises or terminated


                                       25
<PAGE>

              this Lease, in which event payment of all past due amounts shall
              not obligate Landlord to provide a key);

                     (II)   fully cured and remedied to Landlord's satisfaction
              all other defaults of Tenant under this Lease (unless Tenant has
              abandoned or vacated the Leased Premises, in which event Landlord
              shall not be obligated to provide the new key to Tenant under any
              circumstances); and

                     (III)  provided Landlord with additional security deposit
              and assurances satisfactory to Landlord that Tenant intends to and
              is able to meet and comply with its future obligations under this
              Lease, both monetary and nonmonetary.  Landlord may, upon written
              request by Tenant, at Landlord's convenience, upon receipt by
              Landlord of an amount necessary to reimburse itself for time and
              expense in providing such service, and upon Tenant's execution and
              delivery of such waivers and indemnifications as Landlord may
              require at Landlord's option either:

                     (i)    escort Tenant or its specifically authorized
                     employees or agents to the Leased Premises to retrieve
                     personal belongings of Tenant's employees and property of
                     Tenant that is not subject to a security interest provided
                     in this Lease, or

                     (ii)   obtain from Tenant a list of such property and
                     arrange for such items to be removed from the Leased
                     Premises and made available to Tenant at such place at such
                     time as Landlord may designate, provided however, that if
                     Landlord elects option (ii), then Tenant shall be required
                     to pay in cash in advance to Landlord the estimated costs
                     that Landlord may incur upon moving and storage charges
                     theretofore incurred by Landlord with respect to such
                     property.

              (4)    THE PROVISIONS OF THIS ARTICLE 15 OVERRIDE AND SUPERSEDE
       ARTICLE 93.002 OF THE TEXAS PROPERTY CODE TO THE EXTENT OF ANY CONFLICT.

              (5)    Tenant hereby expressly waives any and all rights of
       redemption granted by or under any present or future Applicable Laws in
       the event of Tenant being evicted or dispossessed for any cause, or in
       the event of Landlord obtaining possession of the Leased Premises by
       reason of  the violation by Tenant of any of the covenants and conditions
       of this Lease or otherwise.

              (6)     No right or remedy herein conferred upon or reserved to
       Landlord is intended to be exclusive of any other right or remedy, and
       each and every right and remedy shall be cumulative and in addition to
       any other right or remedy given hereunder or now or hereafter existing at
       law or in equity or by statute.  In addition to the other remedies
       provided in this Lease, Landlord shall be entitled, to the extent
       permitted by Applicable Laws, to injunctive relief in case of the
       violation, or attempted or threatened violation, of any of the covenants,
       agreements, conditions or provisions of this Lease, or to a decree
       compelling performance of any of the covenants, agreements, conditions or


                                       26
<PAGE>

       provisions of this Lease, or to any other remedy now or hereafter allowed
       to Landlord at law or in equity.  Tenant shall indemnify and hold
       Landlord harmless from any and all actual costs, expenses (including
       reasonable attorneys' fees), claims and causes of action arising from or
       in connection with any default by Tenant under this Lease.

              (7)    In the event that Tenant or any guarantor of Tenant's
       obligations hereunder is the subject of any insolvency, bankruptcy,
       receivership, dissolution, reorganization or similar proceeding, federal
       or state, voluntary or involuntary, under any present or future law or
       act, Landlord is entitled to the automatic and absolute lifting of any
       automatic stay as to the enforcement of its remedies under this Lease,
       including specifically the stay imposed by Section 362 of the United
       States Federal Bankruptcy Code, as amended.  Tenant hereby consents to
       the immediate lifting of any such automatic stay, and will not contest
       any motion by Landlord to lift such stay.  Tenant expressly acknowledges
       that the Leased Premises is not now and will never be necessary to any
       plan or reorganization of any type.

              (8)    To the extent required under Applicable Laws, Landlord
       agrees to use reasonable efforts to mitigate any of its damages arising
       from the occurrence of an event of default by Tenant involving Tenant's
       abandonment of  the Leased Premises.  Tenant agrees that this requirement
       to use reasonable efforts will have been satisfied by Landlord: (i)
       notifying its leasing agent of the availability of the Leased Premises
       for rent, and (ii) showing the Leased Premises to prospective tenants who
       request to see the Leased Premises and to prospective tenants referred to
       Landlord by Tenant.  In no event shall Landlord be deemed to have failed
       to mitigate its damages if Landlord chooses to lease to a prospective
       tenant some or all of other space in other property owned or controlled
       by Landlord, rather than some or all of the Leased Premises or if
       Landlord rejects a proposed new tenant because of the credit, reputation
       or proposed use of said proposed Tenant is not satisfactory to Landlord
       in its sole discretion.

                                      ARTICLE 16

                                    EMINENT DOMAIN

       (a)    If any portion of the Leased Premises is taken for any public or
quasi-public use under governmental law, ordinance or regulation, or by right of
eminent domain, or by private purchase in lieu thereof and the taking prevents
or materially interferes with the use of the Leased Premises for the purpose for
which it was leased to Tenant or causes the Leased Premises to not comply with
Applicable Laws, then within ten (10) days after such taking Landlord shall
notify Tenant as to whether or not Landlord will reconstitute the Leased
Premises such that it once again complies with Applicable Laws or replicate the
Leased Premises to substantially the condition it was in prior to such taking,
as applicable, within one hundred fifty (150) days after such taking.  If
Landlord notifies Tenant that it will not replicate or reconstitute the Leased
Premises, as applicable, or otherwise fails to complete the reconstitution or
replication within one hundred fifty (150) days after such taking, then this
Lease shall terminate and the Rent shall be abated during the unexpired portion
of this Lease, effective as of the date of such taking.  In the event any taking
does not materially interfere with the use of the Leased Premises  for the
purposes for which it was used by Tenant, this Lease shall not terminate, but
the Base Rent payable hereunder during the unexpired portion of this Lease shall
be reduced based upon the


                                       27
<PAGE>

percentage reduction of the square feet in the Building caused by the taking
or as is otherwise fair and reasonable under all of the circumstances.   Rent
will not otherwise be reduced or abated.

       (b)    The provisions of this Article 16 shall only apply to the
Improvements, and in no event shall Landlord be obligated to reconstruct any
improvements constructed by Tenant.

       (c)    Landlord shall be entitled to receive the entire price or award
from any such sale, taking or condemnation, whether applicable to the Land,
Building, or other real estate interests.  Tenant hereby assigns all its
interest in such award to Landlord and Tenant waives any right Tenant has or may
have under present or future law to receive any award of damages for its
interest in the Leased Premises or this Lease; provided, however, that Tenant
shall have the right to separately claim and receive any award which may be
allowed to Tenant for Tenant's trade fixtures, loss of business and moving
expenses, provided the same do not reduce Landlord's award.

                                      ARTICLE 17

                                  ACCESS TO PREMISES

       Tenant shall permit Landlord and its agents to enter into and upon the
Leased Premises at all reasonable times during normal business hours and with at
least 48-hours written notice, except in an emergency situation, in accordance
with the provisions hereof, for the purpose of making repairs, alterations, or
additions to any other portion of the Leased Premises, including the erection
and maintenance of such scaffolding, canopy, fences and props as may be required
or for the purpose of posting notices of nonliability for alterations, additions
or repairs. Landlord shall conduct its activities in the Leased Premises in a
manner that will cause the least possible interference with Tenant's business
operations. Tenant shall permit Landlord, at any time within one hundred eighty
(180) days prior to the expiration of this Lease, to place upon the Leased
Premises usual or ordinary "For Lease" signs, and during such one hundred eighty
(180) day period Landlord or its agents may, during normal business hours, with
24-hours advance written notice, enter upon the Leased Premises and exhibit same
to prospective Tenants.

                                      ARTICLE 18

                                SUBORDINATION OF LEASE

       Conditioned upon the beneficiary of any mortgages and/or deeds of trust
now existing or hereafter placed upon the Leased Premises entering into a
Subordination, Non-disturbance and Attornment Agreement (herein an "SNDA") with
Tenant in which such beneficiary agrees not to disturb the possession and other
rights of Tenant under this Lease so long as Tenant is not in default in the
performance of its obligations hereunder, and, in the event of the acquisition
of title by such beneficiary through foreclosure proceedings or a deed in lieu
of foreclosure, to accept Tenant as tenant of the Leased Premises under the
terms and conditions of this Lease, Tenant accepts this Lease subject and
subordinate to any mortgages and/or deeds of trust now or hereafter constituting
a lien or charge upon the Leased Premises, provided, however, that if the
mortgagee, trustee, or holder of any such mortgage or deed of trust elects to
have Tenant's interest in this Lease superior to any such instrument, then by
notice to Tenant from such


                                       28
<PAGE>

mortgagee, trustee or holder, this Lease shall be deemed superior to such
lien, whether this Lease was executed before or after said mortgage or deed
of trust.  Subject to the foregoing, Tenant, at any time hereafter on demand,
shall execute any instruments, releases or other documents that may be
required by any mortgagee for the purpose of subjecting and subordinating
this Lease to the lien of any such mortgage or deed of trust. Upon Landlord's
request, Tenant shall execute any SNDA submitted to Tenant if the form
thereof is a type of form that is customarily given by institutional lenders
and otherwise complies with this Article 18.

                                      ARTICLE 19

                                 ESTOPPEL CERTIFICATE

       Tenant agrees, at any time and from time to time within ten (10) business
days after requested by Landlord, to execute and deliver to Landlord a written
estoppel certificate in the form of that attached hereto as EXHIBIT "E" or in
such other reasonable form as may be required by Landlord.

                                      ARTICLE 20

                                        WAIVER

       No covenant or condition of this Lease to be performed by Tenant and/or
Landlord can be waived except by the written consent of Landlord and/or Tenant,
and forbearance or indulgence by Landlord or Tenant in any regard whatsoever
shall not constitute a waiver of the covenant or condition to be performed by
Tenant and/or Landlord to which the same may apply; and until complete
performance by Tenant or Landlord of said covenant or condition, Landlord and/or
Tenant shall be entitled to invoke any remedy available to it under this Lease,
despite said forbearance or indulgence. The subsequent acceptance of Rent
hereunder by Landlord shall not be deemed to be a waiver of any preceding breach
by Tenant of any term, covenant or condition of this Lease, other than the
failure of Tenant to pay the particular Rent so accepted, regardless of
Landlord's knowledge of such preceding breach at the time of acceptance of such
Rent.

                                      ARTICLE 21

                                   TIME OF ESSENCE

       Time shall be of the essence with respect to the time frames provided for
herein for the performance of obligations and providing any notices required or
permitted hereby.

                                      ARTICLE 22

                                   QUIET ENJOYMENT

       Landlord agrees that so long as Tenant is not in default hereunder Tenant
shall have the quiet enjoyment of the Leased Premises without hindrance on the
part of Landlord, and Landlord will defend Tenant in the peaceful and quiet
enjoyment of the Leased Premises (other than those claiming by, through, or
under Tenant).


                                       29

<PAGE>

                                   ARTICLE 23

                            ATTORNEY FEES AND INTEREST

       In the event either party hereto shall institute suit against the other
with reference to the terms and conditions of this Lease, the prevailing party
shall be entitled to reasonable attorney's fees and court costs.


                                   ARTICLE 24

                                     SIGNS

       Any signage or monuments Tenant desires for the Leased Premises shall be
subject to Landlord's written approval and shall be submitted to Landlord prior
to the Commencement Date of this Lease.  Tenant shall repair, paint and/or
replace the building facia surface to which its signs are attached upon vacation
of the Leased Premises, or the removal or alteration of its signage.  Tenant
shall not (i) make any changes to the exterior of the Building, (ii) install any
exterior lights, decorations, balloons, flags, pennants, banners or painting, or
(iii) erect or install any signs, windows or door lettering, placards,
decorations or advertising media of any type which can be viewed from the
exterior of the Building, without Landlord's prior written consent.  All
monuments, signs, decorations, advertising media, blinds, draperies and other
window treatment or bars or other security installations visible from outside
the Building shall conform in all respects to the criteria established by
Landlord and Applicable Laws.  Provided that Landlord shall have first approved
of same as provided above, Landlord shall reimburse to Tenant the cost of
approved Building and monument signage up to a maximum one-time cost of $15,000.

                                   ARTICLE 25

                               SERVICE OF NOTICE

       Any notice or demand which either party hereby may desire to serve upon
the other in furtherance of any provisions of this Lease shall be in writing and
shall be sufficiently served if the same shall be sent by Federal Express or
other overnight courier service, or shall be sent United States Mail, postage
prepaid, certified or registered, or shall be sent by facsimile transmission
(provided that the sending telecopier generates an electronic confirmation of
receipt), addressed, in the instance of Landlord, as follows:

                            Valley View Business Center, Ltd.
                            c/o Proterra Properties, Inc.
                            Attn:  Ms. Beverly Eversole
                            8214 Westchester Drive, Suite 730
                            Dallas, Texas 75225
                            Telephone: (214) 365-9944
                            Telecopy: (214) 365-9920

or to such other address as Landlord shall designate by written notice to
Tenant, and in the instance of Tenant, addressed as follows:


                                       30
<PAGE>

                            United Stationers Supply Co.
                            2200 East Golf Road
                            Des Plaines, Illinois 60016-1267
                            Attention:  Law Department
                            Telephone:(847) 699-5000, x 2113
                            Telecopy: (847) 699-0891

or such other address as Tenant shall designate by written notice to Landlord.

Such notices shall be deemed to have been served at the time of the actual
receipt or refusal of delivery thereof.

                                   ARTICLE 26

                                    CAPTIONS

       The various headings and numbers herein and the grouping of the
provisions of this Lease into separate articles and paragraphs are for the
purpose of convenience only and shall not be considered a part hereof.

                                   ARTICLE 27

                                     TIME

       Time is of the essence of this Lease and each and all of its provisions.

                                   ARTICLE 28

                             SUCCESSORS AND ASSIGNS

       This Lease shall inure to the benefit of and be binding upon the heirs,
executors, administrators, successors and assigns of Landlord and Tenant;
provided, however, that nothing herein shall impair any of the provisions herein
above set forth inhibiting assignment or subletting without the written consent
of Landlord.

                                   ARTICLE 29

                               PARTIAL INVALIDITY

       If any term, covenant, condition or provision of this Lease or the
application thereof to any person or circumstance shall, to any extent, be
invalid or unenforceable, the remainder of this Lease shall not be affected
thereby and each term, covenant, condition and provision of this Lease shall be
valid and be enforced to the fullest extent permitted by law.


                                       31
<PAGE>

                                   ARTICLE 30

                                  FORCE MAJEURE

       As used in this Lease, "Force Majeure" shall mean a delay caused by
reason of fire, acts of God, unreasonable delays in transportation, embargo,
weather (I.E., rain and rain related conditions, humidity, temperature, wind,
etc.), strike, other labor disputes, governmental preemption of priorities or
other controls in connection with a national or other public emergency,
governmental delays in permitting, delays caused by any governmental disapproval
of, or required revisions to, the Construction Documents, Improvements or
shortages of fuel, supplies or labor or any similar cause not within Landlord's
or Tenant's  reasonable control.  Neither Landlord nor Tenant shall be held
responsible for delays in the performance of its obligations hereunder caused by
Force Majeure, and such delays shall be excluded from the computation of the
time allowed for the performance of such obligations.  It is expressly agreed
that the number of delay days may include not only the day or days upon which
the event of Force Majeure occurred but the number of days thereafter that work
could not resume due to the occurrence of such event of Force Majeure.  By way
of example only, rain on a Sunday, which is not scheduled as a normal work day,
may prevent work for several days thereafter due to mud conditions.  No event of
Force Majeure shall excuse either party from its monetary obligations hereunder
nor serve to delay any such payment. Without limitation, Tenant's obligation to
timely pay Rent is not affected by events of Force Majeure.

                                   ARTICLE 31

                                   AMENDMENTS

       This Lease shall not be altered, amended, or modified in any way or
terminated except by an instrument in writing, executed by both parties.

                                   ARTICLE 32

                             PERSONAL PROPERTY TAXES

       During the Term, Tenant shall pay prior to delinquency all taxes assessed
against and levied upon fixtures, furnishings, equipment and all other personal
property of Tenant contained in the Leased Premises; and, when possible, Tenant
shall cause said fixtures, furnishings, equipment and other personal property to
be assessed and billed separately from the Leased Premises.  If any such taxes
are levied or assessed against Landlord or Landlord's property and  Landlord
pays the same, Tenant shall pay to Landlord such taxes upon demand.


                                       32
<PAGE>

                                   ARTICLE 33

                               LEGAL CONSTRUCTION

       THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF TEXAS AND THE LAWS OF THE UNITED STATES OF AMERICA AS APPLICABLE TO
TRANSACTIONS WITHIN THE STATE OF TEXAS.  TENANT HEREBY SUBMITS TO THE
JURISDICTION OF ANY COURT OF COMPETENT JURISDICTION SITTING IN DALLAS COUNTY,
TEXAS.  TO THE MAXIMUM EXTENT PERMITTED BY LAW, TENANT AND LANDLORD HEREBY
EXPRESSLY WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY ACTION, CAUSE OF ACTION,
CLAIM, DEMAND, OR PROCEEDING ARISING UNDER OR WITH RESPECT TO THIS LEASE, OR IN
ANY WAY CONNECTED WITH, RELATED TO, OR INCIDENT TO THE DEALINGS OF LANDLORD AND
TENANT WITH RESPECT TO THIS LEASE, IN EACH CASE WHETHER NOW EXISTING OR
HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE.  TO THE
MAXIMUM EXTENT PERMITTED BY LAW, TENANT AND LANDLORD HEREBY AGREE THAT ANY SUCH
ACTION, CAUSE OF ACTION, CLAIM, DEMAND OR PROCEEDING SHALL BE DECIDED BY A COURT
TRIAL WITHOUT A JURY AND THAT TENANT OR LANDLORD MAY FILE A COPY OF THIS LEASE
WITH ANY COURT OR OTHER TRIBUNAL AS WRITTEN EVIDENCE OF THE CONSENT OF TENANT
AND LANDLORD TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

                                   ARTICLE 34

                                   NET LEASE

       This Lease is a net lease, and except as otherwise expressly provided
herein, Tenant shall pay all costs and other expenses of every character,
foreseen or unforeseen, for the payment of which Tenant is or shall become
liable by reason of its estate or interest in the Leased Premises, or which are
connected with or arise out of the possession, use, occupancy, maintenance or
repair of the Leased Premises or any portion thereof by Tenant. Tenant's
obligation to pay Rent is an obligation and covenant independent of any
obligation or covenant of Landlord hereunder. Rent and any and all other amounts
payable by Tenant hereunder shall be paid by Tenant without notice or demand,
and without any set off, deduction, abatement, suspension, deferment, diminution
or reduction of any kind for any reason.

                                   ARTICLE 35

                     LIMITATION OF LANDLORD'S PERSONAL LIABILITY

       Notwithstanding any other provision in this Lease to the contrary, Tenant
specifically agrees to look solely to Landlord's interest in the Leased Premises
and in this Lease for the recovery of any judgment from Landlord, it being
agreed that Landlord shall never be personally liable for any such judgment.


                                       33
<PAGE>

                                   ARTICLE 36

                      LANDLORD'S REPRESENTATIONS AND WARRANTIES

       Landlord represents and warrants to Tenant, as of the date hereof and as
of the Commencement Date, that, to its knowledge:

       (a)    Landlord does not have any knowledge of, or reason to believe that
there are grounds for, the filing of a lien against the Leased Premises, other
than the lien for the construction loan.

       (b)    Landlord does not have knowledge of any pending condemnation or
similar proceeding affecting the Leased Premises or any portion thereof.

       (c)    Landlord does not have any knowledge of any legal actions, suits,
or other legal or administrative proceedings, pending or threatened against the
Leased Premises or Landlord nor that any such action, suit, proceeding or claim
has been threatened or asserted against Landlord or the Leased Premises.

       (d)    Landlord has granted no leases or license, nor created any
tenancies, affecting the Leased Premises.

       (e)    Landlord does not have any knowledge of any uncured violations of
federal, state or municipal laws, ordinances, orders, regulations, or
requirements affecting any portion of the Leased Premises.

       (f)    The Leased Premises have adequate legal access to abutting public
highways, streets and roads.

       (g)    Landlord does not have any knowledge of any pending or threatened
governmental or private proceedings which would impair or result in the
termination of access from the Leased Premises to abutting public highways,
streets and roads.

       Landlord's above representations shall survive for a period of one (1)
year from the Commencement Date.

                                   ARTICLE 37

                              YEAR 2000 COMPLIANCE

       (a)    Landlord represents, warrants and covenants to Tenant that Tenant
will not incur any lost time costs or other similar damages on account of
Landlord's not being able to complete the construction of the Improvements in
accordance with the approved plans and specifications on or before the required
completion date as a result of a failure by Landlord to be "Year 2000
Compliant".  This representation shall expire and thereafter be of no further
force and effect as of the Commencement Date.


                                       34
<PAGE>

       (b)    Tenant represents, warrants and covenants to Landlord that
Landlord will not suffer any damages or liabilities and that Tenant's ability
to pay Rent to Landlord as required under this Lease will not be prevented or
delayed as a result of a failure by Tenant to be "Year 2000 Compliant".

       (c)    As used in this Article 37, the term "Year 2000 Compliant"
means that Landlord's, with respect to Article 37(a), and Tenant's, with
respect to Article 37(b), computer software and hardware and other data
sensitive technology systems are designed to be used prior to, during and
after the Gregorian calendar year 2000 A.D. and will operate during each such
time period without error relating to date data, specifically including any
error relating to, or the product of, date data which represents or
references different centuries or more than one century.

                                   ARTICLE 38

                              REPRESENTATIONS OF TENANT

       Tenant represents, warrants and covenants that it is now in a solvent
condition; that no bankruptcy or insolvency proceedings are pending or
contemplated by or against Tenant or any guarantor of Tenant's obligations
under this Lease; that all reports, statements and other data furnished by
Tenant to Landlord in connection with this Lease are true and correct in all
material respects; that the execution and delivery of this Lease by Tenant
does not contravene, result in a breach of, or constitute a default under any
contract or agreement to which Tenant is a party or by which Tenant may be
bound and does not violate or contravene any law, order, decree, rule or
regulation to which Tenant is subject; and that there are no judicial or
administrative actions, suits, or proceedings pending or threatened against
or affecting Tenant or any guarantor of Tenant's obligations under this
lease.  If Tenant is a corporation, limited liability company or partnership,
each of the persons executing this lease on behalf of Tenant represents and
warrants that Tenant is duly organized and existing, is qualified to do
business in the state in which the Leased Premises are located, has full
right and authority to enter into this Lease, that the persons signing on
behalf of Tenant are authorized to do so by appropriate corporate, company or
partnership action and that the terms, conditions and covenants in this Lease
are enforceable against Tenant.  If Tenant is a corporation, limited
liability company or partnership, Tenant, upon Landlord's request, will
deliver evidence satisfactory to Landlord that the execution and delivery of
this Lease has been duly authorized and properly executed.

                                   ARTICLE 39

                              LANDLORD'S CONDITIONS

       (a)    Landlord has informed Tenant that Landlord currently is under
contract or is negotiating to purchase the Land.  If the date of this Lease
occurs prior to the date Landlord obtains title to the Land, then Landlord's
obligations under this Lease are conditioned upon it acquiring title to the Land
on or prior to August 30, 1999.  If Landlord has not acquired the Land by such
date and the parties do not agree otherwise in writing, then this Lease shall
automatically terminate.


                                       35
<PAGE>

       (b)    Landlord's obligations hereunder are further conditioned upon
Landlord obtaining final permits and approvals from applicable authorities for
the Construction Documents and for the construction of all of the Improvements
pursuant thereto.

                                   ARTICLE 40

                                MECHANICS' LIENS

       Tenant will not permit any mechanic's or materialman's lien(s) or
other lien to be placed upon the Leased Premises or the Building and nothing
in the Lease shall be deemed or construed in any way as constituting the
consent or request of Landlord, express or implied, by inference or
otherwise, to any person for the performance of any labor or the furnishing
of any materials to the Leased Premises, or any part that would give the rise
to any mechanic's or materialman's or other lien against the Leased Premises.
In any event any such lien is attached to the Leased Premises, then, in
addition to any other right or remedy of Landlord, Landlord may, but shall
not be obligated to, obtain the release or otherwise discharge the same.  Any
amount paid by Landlord for any of the aforesaid purposes shall be paid by
Tenant to Landlord on demand as additional Rent.

                                   ARTICLE 41

                                    BROKERS

       (a)    Tenant represents and warrants that, except for Grubb & Ellis
Company ("Broker"), Tenant has not dealt with any broker, agent or other person
in connection with this transaction and that, except for Broker, no broker,
agent or other person brought about this transaction through the acts of or
employment by Tenant, and, except with respect to any commission or fee owed to
Broker, Tenant agrees to indemnify and hold Landlord harmless from and against
any claims by any broker, agent or other person claiming a commission or other
form of compensation by virtue of having dealt with Tenant with regard to this
leasing transaction.

       (b)    Landlord represents and warrants that, except for Broker,
Landlord has not dealt with any broker, agent or other person in connection
with this transaction and that, except for Broker, no broker, agent or other
person brought about this transaction through the acts of or employment by
Landlord. Landlord has agreed to pay Broker a commission pursuant to a
separate written agreement between Landlord and Broker, and Landlord agrees
to indemnify and hold Tenant     harmless from and against any claims by
Broker or any broker, agent or other person claiming a commission or other
form of compensation by virtue of having dealt with Landlord with regard to
this leasing transaction.


                                       36
<PAGE>

                                      ARTICLE 42

                                      RECORDING

       Tenant may not record this Lease or any memorandum thereof.

                                      ARTICLE 43

                                      DISCLAIMER

       EXCEPT FOR LANDLORD'S OBLIGATION TO COMPLETE THE IMPROVEMENTS AND THE
PUNCH LIST ITEMS, TENANT ACKNOWLEDGES AND AGREES THAT LANDLORD HAS NOT MADE ANY
REPRESENTATIONS, AGREEMENTS OR PROMISES WITH RESPECT TO THE CONDITION OF THE
LEASED PREMISES, INCLUDING THE ENVIRONMENTAL CONDITION OF THE LAND, OR THEIR
SUITABILITY OF THE LEASED PREMISES FOR ANY PURPOSE OF TENANT AND THAT, EXCEPT
FOR LANDLORD'S OBLIGATION TO COMPLETE THE IMPROVEMENTS AND THE PUNCH LIST ITEMS,
LANDLORD HAS MADE NO PROMISES TO ALTER, REMODEL OR IMPROVE OR REPAIR THE LAND,
THE IMPROVEMENTS OR ANY PORTION THEREOF, EXCEPT FOR LANDLORD'S EXPRESS
WARRANTIES CONTAINED IN THIS LEASE, AND TENANT ACCEPTS THE LEASED PREMISES IN
ITS "AS IS", "WHERE IS" CONDITION AND "WITH ALL FAULTS".  EXCEPT FOR LANDLORD'S
EXPRESS WARRANTIES CONTAINED IN THIS LEASE, LANDLORD HEREBY DISCLAIMS ANY AND
ALL REPRESENTATIONS, INCLUDING IMPLIED REPRESENTATIONS, AND SPECIFICALLY
INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATION REGARDING THE LEASED PREMISES'
HABITABILITY, REPAIR, WORKMANSHIP OR SUITABILITY FOR ANY INTENDED PURPOSE.
TENANT SHALL MAKE, AND HEREBY REPRESENTS AND WARRANTS TO LANDLORD THAT IT HAS
MADE, ITS OWN DETERMINATIONS AS TO THE SUITABILITY OF THE LEASED PREMISES FOR
ITS INTENDED USE.  BY ENTERING INTO THIS LEASE, TENANT REPRESENTS AND WARRANTS
THAT IT HAS INVESTIGATED AND SATISFIED ITSELF AS TO WHETHER OR NOT APPLICABLE
LAWS PERMIT ITS INTENDED USE OF THE LEASED PREMISES AND THAT TENANT IS RELYING
SOLELY UPON SUCH INVESTIGATIONS, AND NOT UPON ANY REPRESENTATIONS OF LANDLORD,
IN ENTERING INTO THIS LEASE.

                                      ARTICLE 44

                                   EXPANSION OPTION

       Landlord hereby grants to Tenant the right and option to expand the
Building and to extend the Term, upon and subject to the following terms and
conditions:

       (a)    EXPANSION OPTION.  At any time within the three (3) year period
following the Commencement Date, Tenant shall have the right and option (the
"Expansion Option") to cause Landlord to expand the Building onto the land
adjacent to the Land and described on Exhibit "F"


                                       37
<PAGE>

attached hereto and made a part hereof (the "Expansion Land") by written
notice to Landlord (the "Option Notice") that Tenant elects to have Landlord
expand the Building in accordance with the provisions of this Article 44.
The Option Notice shall also contain the number of square feet by which
Tenant desires to expand the Building (the "Expansion Improvements"),
provided that the Expansion Improvements shall not be less than 100,000
square feet nor more than 140,500 square feet with not more than ten percent
(10%) being allocated for office space.  The Expansion Improvements shall be
consistent with and, where practical, substantially similar in design,
construction, appearance, materials and quality to the Building.  If Tenant
fails to give the Option Notice on or before the third (3rd) anniversary of
the Commencement Date, the Expansion Option shall be null and void and of no
further force and effect.

       (b)    PLANS AND SPECIFICATIONS; BUDGET.  If Tenant properly exercises
the Expansion Option, then, as soon as reasonably possible after receipt of the
Option Notice, Landlord shall cause an architect licensed in the State of Texas
to prepare preliminary plans and specifications for the construction of the
Expansion Improvements.  Landlord shall deliver such preliminary plans and a
preliminary budget ("Preliminary Plans and Budget") to Tenant for its approval.
Upon approval of the Preliminary Plans and Budget by Tenant, Landlord shall
cause the architect to prepare complete and final construction drawings and
specifications including, without limitation, site plans, civil engineering
plans, floor plans, elevation plans, plumbing, electrical and mechanical plans
and detailed specifications as may be necessary in Landlord's judgement
(collectively, the "Expansion Plans").  Landlord shall deliver the Expansion
Plans, and any updated project budget, to Tenant for its review and approval.
Following Tenant's approval of the Expansion Plans, Landlord shall deliver its
final estimate of the Expansion Cost (as hereafter defined) for the construction
of the Expansion Improvements (the "Final Budget") to Tenant for approval or
disapproval.

Tenant shall have ten (10) business days to deliver written approval or
disapproval of each of the Preliminary Plans and Budget, the Expansion Plans and
the Final Budget following receipt of each such item.  If disapproved, Tenant
shall state with specificity the reasons for disapproval.  If Tenant fails to
notify Landlord of its disapproval of any of the foregoing items within such ten
(10) days after receipt of the same, Tenant shall be deemed to have disapproved
such item.  In the event that Tenant disapproves in writing the Preliminary
Plans and Budget, the Expansion Plans or the Final Budget and Landlord and
Tenant are unable to agree on revisions within thirty (30) calendar days after
Tenant's initial express written disapproval, or, in any event, if the
Preliminary Plans and Budget, the Expansion Plans and the Final Budget are not
finally approved by Tenant in writing by the date that is ninety (90) days after
the date that Tenant exercises the Expansion Option, then either Landlord or
Tenant shall have the option to terminate Tenant's Expansion Option upon written
notice to the other whereupon this Article 44 shall be null and void, except
that Tenant shall be obligated to reimburse Landlord for Landlord's reasonable
out-of-pocket expenses incurred in connection with the preparation of the
Preliminary Plans and Budget, the Expansion Plans and the Final Budget.  Upon
approval, or deemed approval, by Tenant of the Expansion Plans and the Final
Budget, Tenant's Expansion Option shall be irrevocable.

       (c)    COSTS INCLUDED IN FINAL BUDGET.  The Final Budget shall represent
Landlord's good faith estimate of the Expansion Cost.  The "Expansion Cost" is
the total of all hard costs and soft costs incurred by Landlord to design and
construct the Expansion Improvements, including, but not limited to:  (1)
architectural fees and expenses; (2) construction costs including labor,


                                       38
<PAGE>

material costs, builder's overhead, profit and contingency; (3) a development
fee to Landlord of eight percent (8%) of all the other Expansion Costs; (4)
temporary utility costs; (5) legal fees and costs; (6) engineering and
testing fees and costs; (7) permit and approval fees and costs; (8) builder's
risk and liability insurance; (9) leasing brokerage commissions; (10) loan
costs, fees, and interest to the Expansion Completion Date, or in the absence
of such loan, imputed interest to Landlord at one percent over the prime rate
then quoted by The Wall Street Journal, on all Expansion Costs incurred from
the Date of the Option Notice to the Expansion Completion Date, and (11) a
contingency not to exceed ten percent (10%) of other Expansion Costs.

       (c)    CONSTRUCTION OF THE EXPANSION IMPROVEMENTS.  Following Tenant's
approval, or deemed approval, of the Expansion Plans and the Final Budget, but
subject to receipt of any necessary governmental permits and approvals, Landlord
shall commence construction of the Expansion Improvements using a reputable,
experienced general contractor or design-builder.  Landlord shall prosecute
completion of the Expansion Improvements in a diligent manner, subject to Tenant
Delays or Force Majeure.  The Expansion Improvements shall be constructed in a
good and workmanlike manner and in accordance with all Applicable Laws.  During
the construction of the Expansion Improvements, Landlord and Landlord's
architects, contractors, engineers, agents, and employees shall have access to
the Leased Premises as reasonably required to complete the construction of the
Expansion Improvements.  Landlord shall use reasonable efforts to minimize
disruption to Tenant operations, but Tenant acknowledges and agrees that such
construction activities may result in disruption of Tenant's operations, or may
result in temporary interruption of access or utilities and Landlord shall have
no liability therefor.

       (d)    SUBSTANTIAL COMPLETION.  Landlord shall deliver possession of the
Expansion Improvements to Tenant upon substantial completion thereof (the
"Expansion Completion Date"), substantial completion being determined pursuant
to the provisions of Section 1(d) of this Lease.  On the Expansion Completion
Date, the Expansion Improvements shall become part of the Leased Premises, as
that term is defined herein, and shall automatically be governed by all the
terms and provisions of this Lease.  Any delay caused to Landlord in the
substantial completion of the Expansion Improvements caused by a Tenant Delay
shall accelerate the Expansion Completion Date on a day-for-day basis.

       (e)    RENT FOR THE EXPANSION IMPROVEMENTS.  Tenant's lease of the
Expansion Improvements shall be upon the same terms and conditions as Tenant's
Lease of the Leased Premises; provided, however, that Base Rent shall be
adjusted as provided herein.  Effective from and after the Expansion Completion
Date, Base Rent shall increase by the amount of the Expansion Rent, "Expansion
Rent" is the product of:  (a) the greater of (i) the ten (10) year U.S. Treasury
Rate in effect on the Expansion Completion Date plus 500 basis points and (ii)
10.50%; multiplied by (b) the sum of (i) $2.25 per square foot of the Expansion
Land; and (ii) the amount of the Final Budget; and (c) any other reasonably
unforeseeable Expansion Costs incurred by Landlord that were not included in the
Final Budget and that exceed the contingency contained therein.

       (f)    CONDITIONS PRECEDENT.  The parties acknowledge that Landlord's
obligation to build the Expansion Improvements shall be contingent upon the
following:

              (i)    Landlord's receipt of any and all required approvals,
       including, but not limited to, zoning, special use permits, and
       architectural review from all local and state


                                       39
<PAGE>

       governments and agencies having jurisdiction over development of the
       Expansion Improvements and the Expansion Land.

             (ii)    No uncured Tenant default shall exist at the time Tenant
       exercises the Expansion Option or at the time Landlord is prepared to
       commence construction of the Expansion Improvements; and

            (iii)    Since the Commencement Date, (A) Tenant's net worth shall
       not have materially deteriorated, and (B) there shall have been no
       downgrading of the senior unsecured credit rating of Tenant or its
       publicly traded parent.  If not publicly available, Tenant shall, on
       request of Landlord, deliver its audited financial statements for the
       most recent fiscal year completed prior to the date of the Option Notice.

In the event any of the above contingencies fail, Landlord may, at its option,
terminate Tenant's Expansion Option by written notice to Tenant whereupon this
Article 44 shall be null and void, except that Tenant shall be obligated to
reimburse Landlord for all Expansion Costs incurred to Date.

       (g)    Notwithstanding any termination of Tenant's Expansion Option, all
other provisions of this Lease shall continue in full force and effect.

                                      ARTICLE 45

                                     TERMINATION

       In the event either party terminates this Lease pursuant to an express
right to do so set forth herein, and in the event this Lease naturally expires
at the end of the Term, both Landlord and Tenant shall be relieved of all
further obligations under this Lease except for those which by their express
terms survive termination, which obligations shall continue in full force and
effect.  Notwithstanding the preceding, this Article 45 shall not operate or be
construed to release Tenant from any liability to Landlord in the event this
Lease is terminated by Landlord due to a default by Tenant. Additionally,
termination of this Lease shall not relieve a party from any obligations or
liabilities that may have arisen or accrued prior to termination.


                                       40
<PAGE>

EXECUTED By Landlord, this  30th   day of  July     , 1999.
                            -------        ----------

                                          LANDLORD:

                                          VALLEY VIEW BUSINESS CENTER, LTD.,
                                          A TEXAS LIMITED PARTNERSHIP

                                          By:    Proterra Properties, Inc.,
                                                 a Texas corporation,
                                                 General Partner


                                          By:    /s/ Mark Cullins
                                             ----------------------
                                          Name:  Mark Cullins
                                               --------------------
                                          Its:   President
                                              ---------------------


EXECUTED By Tenant, this  28th   day of    July   , 1999.
                        --------        ---------

                                          TENANT:

                                          UNITED STATIONERS SUPPLY CO.,
                                          an Illinois corporation


                                          By:  /s/ Daniel H. Bushell
                                             ----------------------------
                                          Name:  Daniel H. Bushell
                                               --------------------------
                                          Its:  EVP & CFO
                                              ---------------------------


<TABLE>
<CAPTION>

Exhibits:
<C>    <S>
A:     Legal Description of the Land
B:     Schedule of Construction Documents
C:     Site Plan
D:     Acceptance of Leased Premises Memorandum
E:     Form of Estoppel Agreement
F:     Expansion Land
G:     Construction Schedule
H:     Finish Work

</TABLE>


                                       41
<PAGE>

                                   EXHIBIT "A"

                                LEGAL DESCRIPTION


BEING a 808,223 square feet (18.55 acres) tract of land that is part of those
tracts of land described as Tract I and Tract II in deed to Airport Apartment
Joint Venture as recorded in Volume 88056, Page 5058, Deed Records, Dallas
County, Texas and part of tract of land described as Tract III is deed to
Town Lake Corporation as recorded in Volume 83005, Page 102, Deed Records,
Dallas County, Texas, situated in the James J. Goodman Survey, Abstract No.
1718, and the James J. Goodman Survey, Abstract No. 583, in the City of
Irving, Dallas County, Texas and the City of Fort Worth, Tarrant County,
Texas, and being more particularly described as follows:

BEGINNING at a 1/2-inch iron rod with NDM cap found in the north right-of-way
line of FAA Blvd. (80 foot right-of-way), said point being the southeast
corner of Area 3, Section 9, Centreport, Block 313B, Lots 1, 2 and 3, an
addition to the City of Fort Worth, as recorded in Volume 388/212, Page 04 of
the Plat Records of Tarrant County, Texas (P.R.T.C.T.), said point also being
in the approximate Dallas/Tarrant County Line, and the approximate
Irving/Fort Worth City Limits Line;

THENCE North 00 degrees 13 minutes 31 seconds East, departing the north line
of said FAA Blvd. and along the east line of the aforementioned Centreport
Addition, passing at 369.85 feet a "Y" cut on a concrete base to a fence
corner post, continuing a total distance of 371.00 feet to a 1/2-inch iron
rod with an NDM plastic cap found in a fence line, said iron rod being in the
south line of that certain tract of land conveyed to Airport Apartment Joint
Venture and described as Tract I according to the deed recorded in Volume
88056, Page 5058, D.R.D.C.T.;

THENCE South 88 degrees 57 minutes 16 second West, a distance of 30.89 feet
to a 4-inch fence corner post at the southwest corner of the aforementioned
Tract I, said fence corner post also being the southeast corner of a tract of
land conveyed to Centre Development Company, Inc., as recorded in Volume
10191, Page 0577, D.R.T.C.T.;

THENCE North 00 degrees 26 minutes 13 seconds West, a distance of 551.71 feet
to a 5/8-inch iron rod found for an angle point of the herein described
tract, said iron rod also being the northwest corner of said Tract I and the
southwest corner of the aforementioned Tract II;

THENCE North 00 degrees 19 minutes 23 seconds East, a distance of 219.11 feet
to a1/2-inch iron rod w/Halff Assoc. Inc. cap set for a corner;

THENCE North 89 degrees 58 minutes 17 seconds East, a distance of 718.97 feet
to a1/2-inch iron rod w/Halff Assoc. Inc. cap set for a corner;

THENCE South 00 degrees 01 minutes 43 seconds East, a distance of 1141.37
feet to a 1/2-inch iron rod w/Halff Assoc. Inc. cap set for corner, said
point being in the north right-of-way line of F.A.A. Blvd. and also being on
a curve to the left whose radius is 1040.00 feet, whose chord bears North 89
degrees 35 minutes 35 seconds West, a distance of 16.11 feet;

THENCE continuing along said curve to the left an arc distance of 16.11 feet
through a central angle of 00 degrees 53 minutes 16 seconds to a 1/2-inch
iron rod w/cap found for corner;

THENCE South 89 degrees 58 minutes 17 seconds West, a distance of 671.03 feet
to the POINT OF BEGINNING AND CONTAINING 808,223 square feet or 18.55 acres
of land more or less.

NOTE: COMPANY DOES NOT REPRESENT THAT THE ABOVE ACREAGE AND/OR SQUARE FOOTAGE
CALCULATIONS ARE CORRECT.
<PAGE>


Exhibit B


Construction Documents appear here.


<PAGE>

                                   EXHIBIT "D"

                        ACCEPTANCE OF PREMISES MEMORANDUM


         This memorandum is being executed pursuant to the Lease Agreement
(the "Lease") executed on the ____ day of __________, 1999, between Valley
View Business Center, Ltd. ("Landlord"), and United Stationers Supply Co.
("Tenant").

Landlord and Tenant hereby agree that:

1.       Except for the Punch List Items (as shown on the attached Punch
         List), Landlord has fully completed the Improvements and any other
         construction work or improvements required under the terms of the
         Lease and any exhibits attached thereto. Landlord will use reasonable
         efforts to complete the Punch List Items within thirty (30) days after
         the date hereof.

2.       Tenant acknowledge that, subject to the Punch List Items, (i) it has
         inspected and accepts the Leased Premises, (ii) the buildings and
         improvements comprising the same are suitable for the purpose for
         which the Leased Premises are leased, (iii) the Leased Premises are
         in good and satisfactory condition, and (iv) no representations as to
         the repair of the Leased Premises, nor promises to alter, remodel or
         improve the Leased Premises which have been made by Landlord remain
         unsatisfied.

3.       The Commencement Date of the Lease is the ____ day of _________, 2000.

4.       Subject to Renewal Options in the Lease, the expiration date of the
         Initial Term of the Lease is the ____ day of __________, 2010.

5.       All capitalized terms not defined herein shall have the meaning
         assigned to them in the Lease.

Agreed and Executed this ____ day of __________, 2000.

Landlord:                                       Tenant:

VALLEY VIEW BUSINESS CENTER, LTD.,                UNITED STATIONERS SUPPLY CO.
a Texas limited partnership
                                                By:__________________________
By:      Proterra Properties, Inc., a Texas     Name:________________________
         Corporation, General Partner           Title:_______________________


         By:________________________
         Name:______________________
         Title:_____________________
<PAGE>

                                   EXHIBIT "E"

                           TENANT ESTOPPEL CERTIFICATE


As of Date:

Landlord:

Tenant:

Address:

Purchaser:

Premises:

         It is understood the below referenced Lease is being assigned to
Purchaser by Seller (Seller being described as "Landlord" under the Lease).
Accordingly, Tenant as lessee of the above referenced Premises under the
Lease, hereby certifies and confirms to Purchaser, Seller, and their assigns,
the following:

         A.    Lease Date:
               Lease Amendment Date(s):
               Date of Commencement:
               Date of Expiration:
               Renewal Options:
               Security Deposit:       None
               Building Square Feet:
               Base Rent:  Years__________    $____________________($______ft)
                           Years__________    $____________________($______ft)
                           Years__________    $____________________($______ft)

         B. A true and correct copy of the Lease and all amendments currently
in effect ("LEASE") are attached hereto. The Lease constitutes the entire
understanding between Tenant and the Seller and is currently in full force
and effect. Tenant is the only party having any right to possession or use of
the Premises and no other party is in possession thereof. No sublease
agreement, pursuant to which any sublessee may now or hereafter have any
right to possession or use of the Premises or any part thereof, presently
exists.

         C. Tenant is currently paying the full rental payable under the
Lease and no payment of rents or other charges due or to become due under the
Lease has been made more than one month in advance of its due date. If any
rent credit or free rent is applicable with respect to the Lease, such rent
credit or free rent expired or will expire on ______________, 1999 (if blank,
none). Tenant agrees it will not pay any rent under Lease more than one month
in advance of its due date.

<PAGE>

         D. All allowances to which Tenant is entitled under Section ____ or
elsewhere under the Lease have been fully utilized or paid to the Tenant in
full prior to the date hereof.

         E. Any late delivery payments due from Landlord under Section _____
of the Lease have been paid in full or waived by Tenant prior to the date
hereof.

         F. As of this date, neither Tenant, nor to the best of the Tenant's
knowledge, Seller, is in default in the performance of its obligations under
the Lease. At this time, the Tenant has no claim or breach, counterclaim,
lien or offset under the Lease against the Seller and Seller has fulfilled
all of its duties of an inducement nature.

         G. Tenant is solvent and free from bankruptcy and other
reorganization proceedings and assignments for the benefit of creditors.

         H. Tenant has taken possession of the Premises and affirms that such
property, in its present condition, is satisfactory for the Lessee's use, has
been substantially completed in accordance with agreed plans and
specifications attached to the lease (subject to punchlist items attached
hereto) and otherwise complies fully with the terms of the Lease.

         I. Tenant has no option to purchase the Premises pursuant to the
            Lease or otherwise.

         J. Tenant has waived its termination rights under Section _____ of
            the Lease.

         K. Any notices which any party hereto may desire or may be required
            to give to any other party shall be in writing and the mailing
            thereof by certified mail, or equivalent, to the addresses as set
            forth above, or to such other places as any party hereto may be
            notice in writing designate shall

constitute service of notice hereunder.

         IN WITNESS WHEREOF, the undersigned has caused this Estoppel
Certificate to be executed by a duly authorized official as of the date first
above written.

                                           TENANT


                                           By:______________________________
                                           Its:_____________________________

Please indicate the form of Tenant, (i.e., partnership, corporation, sole
proprietorship, and the State of organization) and attach copy of lease and
any amendments, side letters, etc.
<PAGE>

                                   EXHIBIT "F"

                                 EXPANSION LAND

State of Texas
Count of Dallas

BEING a 444.072 square feet (10.19 acre) tract of land that is part of those
tracts of land described as Tract I and Tract II in deed to Airport Apartment
Joint Venture as recorded in Volume 88056, Page 5058 Deed Records, Dallas
County, Texas, situated in The James J. Goodman Survey Abstract No. 1718, and
the James J. Goodman Survey, Abstract No. 583, in the City of Irving Dallas
County, Texas and the City of Fort Worth, Tarrant County, Texas, and being
more particularly described as follows:

COMMENCING at the intersection of the southwesterly right-of-way line of
County Line Road (40 ft. R.O.W.) and the northwesterly right-of-way line of
Valley View Lane (170 ft. R.O.W.) said point being a point of curvature for a
circular curve to the left whose radius is 1494.40 feet and whose chord bears
South 33 degrees 50 minutes 57 seconds West a distance of 47.24 feet;

THENCE along said curve through a central angle of 01 degrees 48 minutes 41
seconds an arc length of 47.25 feet to a point for a corner;

THENCE South 32 degrees 56 minutes 36 seconds West a distance of 88.09 feet
to a point for a corner, said point being the point of curvature for a
circular curve to the right whose radius is 140 feet, and whose chord bears
South 73 degrees 16 minutes 03 seconds West a distance of 181.19 feet;

THENCE along said curve through a central angle of 80 degrees 38 minutes 53
seconds an arc length of 197.06 feet, said point being a point of curvature
for a circular curve to the left whose radius is 1040.00 feet, and whose
chord bears North 77 degrees 45 minutes 53 seconds West a distance of 410.59
feet;

THENCE along said curve through a central angle of 22 degrees 46 minutes 10
seconds an arc length of 413,30 feet, to a point for a corner;

THENCE South 89 degrees 58 minutes 17 seconds West, a distance of 671.03 feet
to a point for a corner;

THENCE North 00 degrees 13 minutes 31 seconds East, a distance of 371.00 feet
to a point for a corner;

THENCE South 88 degrees 57 minutes 16 seconds West, a distance of 30.89 feet
to a point for a corner;

THENCE North 00 degrees 26 minutes 13 seconds West, a distance of 551.71 feet
to a point for a corner;

THENCE North 00 degrees 19 minutes 23 seconds East, a distance of 219.11 feet
to a POINT OF BEGINNING of said 10.19 acre tract;

THENCE North 00 degrees 19 minutes 23 seconds East, a distance of 862.12 feet
to a point for a corner;

THENCE South 86 degrees 48 minutes 27 seconds East, a distance of 55.43 feet
to a point for a corner;

THENCE South 50 degrees 28 minutes 25 seconds East, a distance of 212.21 feet
to a point for a corner;

THENCE South 23 degrees 41 minutes 48 seconds West, a distance of 40.00 feet
to a point for a corner;

<PAGE>

Exhibit "F"
Expansion Land
Page two



THENCE South 66 degrees 18 minutes 16 seconds East, a distance of 49.43 feet
to a point for a corner;

THENCE South 50 degrees 28 minutes 24 seconds East, a distance of 177.91 feet
to a point for a corner;

THENCE South 66 degrees 51 minutes 40 seconds East, a distance of 523.36 feet
to a point for a corner;

THENCE South 89 degrees 45 minutes 23 seconds West, a distance of 278.37 feet
to a point for a corner;

THENCE South 01 degrees 06 minutes 58 seconds East, a distance of 38.87 feet
to a point for a corner;

THENCE North 89 degrees 58 minutes 17 seconds East, a distance of 492.18 feet
to a point for a corner;

THENCE South 00 degrees 01 minutes 43 seconds East, a distance of 310.33 feet
to a point for a corner;

THENCE North 89 degrees 58 minutes 17 seconds East, a distance of 718.97 feet
to the POINT OF BEGINNING and containing 444,072 square feet or 10.19 acres
of land more or less.