EXHIBIT 10.2

                              OFFICE BUILDING LEASE


                                     between


                       GREENVILLE AVENUE PROPERTIES, LTD.

                                   "Landlord"

                                       and

                              PREFERRED VOICE, INC.

                                    "Tenant"



<PAGE>



                              OFFICE BUILDING LEASE
                              ---------------------

         In  consideration  of the  mutual  covenants  and  upon the  terms  and
conditions  set  forth  in Part One  "Fundamental  Lease  Provisions",  Part Two
"Supplemental Lease Provisions", and other attachments and exhibits numerated in
the Table of Contents to this Office Building Lease ("Lease"), GREENVILLE AVENUE
PROPERTIES, LTD. ("Landlord") hereby leases to the Tenant named below and Tenant
hereby leases from Landlord, certain premises described below.

                                    PART ONE

                          FUNDAMENTAL LEASE PROVISIONS

         1. Tenant:  Preferred Voice, Inc.,  a corporation  organized  under the
laws of the State of Delaware.

         2. Premises:  Designated as "Suite 570",  outlined and  crosshatched on
Exhibit B hereof and containing approximately 1,707 square feet of Rentable Area
on the fifth floor(s) of the Tower.
(Part Two, Article 1)

         3. Term: Beginning on Commencement Date (contemplated to be February 5,
1998) and ending on the last day of February, 1999. (Part Two, Article 2)

         4. Monthly Installment of Base Annual Rent:  Two Thousand Two Hundred
Four and 88/100 Dollars ($2,204.88). (Part Two, Section 3.1)

         5. Landlord's Annual Operating Cost  Contribution:  Actual Expenses for
Calendar Year 1998 and ____/100 Dollars ($____) per square foot of Rentable Area
of Premises times the number of square feet of Rentable Area. [Part Two, Section
3.2(b)]

         6. Security Deposit: Four Thousand Four Hundred Nine and 75/100 Dollars
($4,409.75). (Part Two, Section 3.6)

         7. Prepaid Rent: Two Thousand Two  Hundred Four and  88/100 ($2,204.88)
the Base Annual Rent for the First Month of the Term. (Part Two, Section 3.5)

         8. Premises Use:  Office space. (Part Two, Article 6)

         9. Commercial  General  Liability  Insurance:  Two  Million  and No/100
($2,000,000.00) (Part Two, Article 8)

         10.  Addresses  For  Notices  and  Payment  of Rent and  Other  Charges
(Article 16):



                                Part One - Page 1

<PAGE>



         TO TENANT:                                  TO LANDLORD:

         To the Premises                             6500 Greenville Avenue
                                                     Suite 110
                                                     Dallas, Texas 75206
                                                     Attention: Property Manager

         11. Broker (Article 17):  Carrie Arrington of  Swearingen Realty Group,
Inc.

         12. Parking Spaces: Number of spaces: One (1) unreserved Garage space*.
Monthly Charge:  $0 per space.  Four (4) unreserved  surface Lot parking spaces.
Monthly Charge:  $0 per space.  ALL PARKING SHALL BE ON A FIRST COME FIRST SERVE
BASIS.

         *LANDLORD WILL ALLOW TENANT TO UTILIZE, AS AN ALTERNATIVE TO ONE (1) OF
THE UNRESERVED SURFACE LOT PARKING SPACES, ONE (1) ADDITIONAL  UNRESERVED GARAGE
SPACE, ON A MONTH TO MONTH FIRST COME FIRST SERVE BASIS,  HOWEVER, UPON TEN (10)
DAYS PRIOR WRITTEN NOTICE FROM LANDLORD, TENANT SHALL RELINQUISH SAID UNRESERVED
GARAGE  SPACE AND SHALL  SUBSEQUENTLY  PARK THAT  VEHICLE  ON THE  SURFACE  LOT.
ADDITIONAL UNRESERVED GARAGE SPACE MONTHLY GARAGE: $0 PER MONTH.

         13. Riders:  The following  numbered  Riders are attached to this Lease
and made a part of this Lease for all purposes:

         Rider 1: Work Letter
                  --------------------------------------------------------------
         Rider 2:
                  --------------------------------------------------------------
         Rider 3:
                  --------------------------------------------------------------
         Rider 4:
                  --------------------------------------------------------------
         Rider 5:
                  --------------------------------------------------------------

         14. Incorporation of Other Provisions: All of the provisions, covenants
and conditions set forth in Part Two and all other exhibits and riders described
in the  attached  Table of Contents  and the  preceding  paragraph,  are by this
reference  incorporated into the Fundamental Lease Provisions as fully as if the
same  were  set  forth at  length  in the  Fundamental  Lease  Provisions.  Each
reference  in  Part  Two  and  exhibits  and  riders  to  any  provision  in the
Fundamental  Lease  Provisions will be construed to incorporate all of the terms
provided under the referenced provision in the Fundamental Lease Provisions.  In
the  event  of  any  conflict  between  a  provision  in the  Fundamental  Lease
Provisions,  on the one hand, and a provision in Part Two or exhibits or riders,
on the other hand, the latter will control.




                                Part One - Page 2

<PAGE>



         This Lease has been  executed by Landlord  and Tenant as of the 3rd day
of February, 1998.

         TENANT:                                              LANDLORD:

         PREFERRED VOICE, INC.                     GREENVILLE AVENUE PROPERTIES,
                                                   LTD.
                                                   By:    LHTE Properties, Inc.,
                                                          General Partner

         By:/s/ Mary G. Merritt                    By:/s/ Graham McFarlane
            --------------------------                --------------------------
         Name:Mary Merritt                         Name:Graham McFarlane
              ------------------------                  ------------------------
         Title: VP Finance/Secretary               Title:Vice President
                ----------------------                  ------------------------

         ATTEST:

         By:
               ----------------------------
         Name:
               ----------------------------
         Title:
               ----------------------------

[THE LEASE MUST BE EXECUTED FOR TENANT,  IF A  CORPORATION,  BY THE PRESIDENT OR
VICE-PRESIDENT AND ATTESTED BY THE SECRETARY OR ASSISTANT SECRETARY,  UNLESS THE
BY-LAWS OR A RESOLUTION OF THE BOARD OF DIRECTORS  OTHERWISE  PROVIDE,  IN WHICH
EVENT A CERTIFIED COPY OF THE BYLAWS OR RESOLUTION,  AS THE CASE MAY BE, MUST BE
FURNISHED.]



                                Part One - Page 3

<PAGE>



<TABLE>
<CAPTION>
                                TABLE OF CONTENTS

                                    PART TWO

<S>      <C>                                                                                      <C>
1.       PREMISES, COMMON AREAS, SERVICE AREAS....................................................................1
         -------------------------------------
         1.1.     Building........................................................................................1
                  --------
         1.2.     Computation of Rentable Area....................................................................1
                  ----------------------------
         1.3.     Minor Variations in Area........................................................................1
                  ------------------------
         1.4.     Ceiling, Walls..................................................................................1
                  --------------
         1.5.     Condition of Premises...........................................................................1
                  ---------------------
         1.6.     Common and Service Areas........................................................................2
                  ------------------------

2.       TERM.....................................................................................................2
         ----
         2.1.     Term............................................................................................2
                  ----
         2.2.     Delay in Commencement...........................................................................2
                  ---------------------
         2.3.     Holding Over....................................................................................2
                  ------------

3.       MONETARY PROVISIONS......................................................................................3
         -------------------
         3.1.     Base Annual Rent................................................................................3
                  ----------------
         3.2.     Tenant's Share of Certain Costs.................................................................3
                  -------------------------------
         3.3.     Personal Property Taxes.........................................................................4
                  -----------------------
         3.4.     Taxes for Leasehold Improvements................................................................4
                  --------------------------------
         3.5.     Prepaid Rent....................................................................................5
                  ------------
         3.6.     Security Deposit................................................................................5
                  ----------------
         3.7.     Late Payments...................................................................................5
                  -------------
         3.8.     Interest........................................................................................5
                  --------
         3.9.     Administrative..................................................................................6
                  --------------
         3.10.    Additional Rent.................................................................................6
                  ---------------

4.       CONSTRUCTION.............................................................................................6

5.       SERVICES AND UTILITIES...................................................................................6
         ----------------------
         5.1.     Services by Landlord............................................................................6
                  --------------------
         5.2.     Tenant's Obligations............................................................................7
                  --------------------
         5.3.     Tenant's Additional Service Requirements........................................................7
                  ----------------------------------------
         5.4.     Interruption of Utility Service.................................................................8
                  -------------------------------

6.       OCCUPANCY AND CONTROL....................................................................................9
         ---------------------
         6.1.     Use.............................................................................................9
                  ---
         6.2.     Rules and Regulations...........................................................................9
                  ---------------------
         6.3.     Additional Covenants of Tenant..................................................................9
                  ------------------------------
         6.4.     Access by Landlord.............................................................................10
                  ------------------
         6.5.     Control of Building and Common Areas...........................................................10
                  ------------------------------------
         6.6.     Minimization of Disruption.....................................................................10
                  --------------------------


                                       (i)

<PAGE>




7.       REPAIRS, MAINTENANCE AND ALTERATIONS....................................................................10
         ------------------------------------
         7.1.     Landlord's Repair Obligations..................................................................10
                  -----------------------------
         7.2.     Tenant's Repair Obligations....................................................................11
                  ---------------------------
         7.3.     Rights of Landlord.............................................................................11
                  ------------------
         7.4.     Surrender......................................................................................11
                  ---------
         7.5.     Alterations by Tenant..........................................................................12
                  ---------------------
         7.6.     Liens..........................................................................................13
                  -----

8.       INSURANCE...............................................................................................13
         ---------
         8.1.     Insurance Required of Tenant...................................................................13
                  ----------------------------
         8.2.     Policy Form....................................................................................13
                  -----------
         8.3.     Waiver of Subrogation..........................................................................14
                  ---------------------
         8.4.     Damage to Property or Persons..................................................................14
                  -----------------------------
         8.5.     Proceeds from Property Insurance...............................................................14
                  --------------------------------
         8.6.     Landlord's Insurance...........................................................................15
                  --------------------

9.       DAMAGE OR DESTRUCTION...................................................................................15
         ---------------------
         9.1.     Repair by Landlord.............................................................................15
                  ------------------
         9.2.     Landlord's Rights Upon The Occurrence of Certain Casualties....................................15
                  -----------------------------------------------------------
         9.3.     Repairs by Tenant..............................................................................16
                  -----------------

10.      EMINENT DOMAIN..........................................................................................17
         --------------
         10.1.    Total Taking...................................................................................17
                  ------------
         10.2.    Partial Taking.................................................................................17
                  --------------
         10.3.    Award..........................................................................................17
                  -----

11.      ASSIGNMENT AND SUBLETTING...............................................................................18
         -------------------------
         11.1     Consent........................................................................................18
                  -------
         11.2.    Landlord's Option..............................................................................18
                  -----------------
         11.3.    Definition of Assignment.......................................................................18
                  ------------------------
         11.4.    Legal Fees.....................................................................................19
                  ----------
         11.5.    Bankruptcy Insolvency..........................................................................19
                  ---------------------

12.      DEFAULT, REMEDIES.......................................................................................19
         -----------------
         12.1.    Defaults by Tenant.............................................................................19
                  ------------------
         12.2.    Remedies.......................................................................................20
                  --------
         12.3.    Remedies Cumulative............................................................................21
                  -------------------
         12.4.    Attorneys' Fees................................................................................21
                  ---------------
         12.5.    Waiver.........................................................................................22
                  ------
         12.6.    Landlord's Lien................................................................................22
                  ---------------
         12.7.    Force Majeure..................................................................................22
                  -------------

13.      ESTOPPEL CERTIFICATES...................................................................................22
         ---------------------
         13.1.    Acknowledgment of Commencement Date............................................................22
                  -----------------------------------
         13.2.    Certificates...................................................................................22
                  ------------

                                      (ii)

<PAGE>



         13.3.    Financial Statements...........................................................................23
                  --------------------
14.      SUBORDINATION AND ATTORNMENT............................................................................23
         ----------------------------
15.      LANDLORD'S INTEREST.....................................................................................23
         -------------------
         15.1.    Liability of Landlord..........................................................................23
                  ---------------------
         15.2.    Notice to Mortgagee............................................................................23
                  -------------------
         15.3.    Sale of Building...............................................................................24
                  ----------------

16.      NOTICES.................................................................................................24
         -------
17.      BROKERS.................................................................................................24
         -------
18.      INDEMNITY...............................................................................................24
         ---------
19.      SUBSTITUTION OF SPACE...................................................................................25
         ---------------------
         19.1.    Substitute Space...............................................................................25
                  ----------------
         19.2.    Maximum Base Annual Rent.......................................................................25
                  ------------------------
         19.3.    Condition of Premises..........................................................................25
                  ---------------------
         19.4.    Commencement of Rent...........................................................................25
                  --------------------

20.      PARKING.................................................................................................25
         -------
         20.1.    Parking Spaces.................................................................................25
                  --------------
         20.2.    Control of Parking.............................................................................26
                  ------------------
         20.3.    Liability......................................................................................26
                  ---------
         20.4.    Default Remedies...............................................................................27
                  ----------------

21.      HAZARDOUS SUBSTANCES....................................................................................27
         --------------------
22.      INTERPRETATIVE..........................................................................................27
         --------------
         22.1.    Captions.......................................................................................27
                  --------
         22.2.    Attachments....................................................................................27
                  -----------
         22.3.    Number, Gender, Defined Terms..................................................................27
                  -----------------------------
         22.4.    Entire Agreement...............................................................................28
                  ----------------
         22.5.    Amendment......................................................................................28
                  ---------
         22.6.    Severability...................................................................................28
                  ------------
         22.7.    Time of Essence................................................................................28
                  ---------------
         22.8.    Best Efforts...................................................................................28
                  ------------
         22.9.    Binding Effect.................................................................................28
                  --------------
         22.10.   Subtenancies...................................................................................28
                  ------------
         22.11.   No Reservation.................................................................................28
                  --------------
         22.12.   Consents.......................................................................................28
                  --------
         22.13.   Legal Authority................................................................................29
                  ---------------
         22.14.   Choice of Law..................................................................................29
                  -------------




                                      (iii)

<PAGE>




EXHIBIT A.........................................................................................Exhibit A, Page 1

LEGAL DESCRIPTION.................................................................................Exhibit A, Page 1

EXHIBIT B.........................................................................................Exhibit B, Page 1

FLOOR PLAN........................................................................................Exhibit B, Page 1

EXHIBIT C.........................................................................................Exhibit C, Page 1

OPERATING COST COMPUTATION........................................................................Exhibit C, Page 1

EXHIBIT D.........................................................................................Exhibit D, Page 1

RULES & REGULATIONS...............................................................................Exhibit D, Page 1

EXHIBIT E.........................................................................................Exhibit E, Page 1

CERTIFICATE OF ACCEPTANCE OF PREMISES.............................................................Exhibit E, Page 1


</TABLE>



                                      (iv)

<PAGE>



                                    PART TWO

                          SUPPLEMENTAL LEASE PROVISIONS

1.       PREMISES, COMMON AREAS, SERVICE AREAS
         -------------------------------------

         1.1.  Building.  The term  "Building" in this Lease will refer to "6500
Greenville Place", an office building situated on a tract of land in the City of
Dallas and County of Dallas,  Texas,  described in Exhibit A of this Lease,  and
having a postal address of 6500 Greenville Avenue, Dallas, Texas 75206.

         1.2.     Computation of Rentable Area.

                  (a) Single  Tenant  Floor.  With  respect  to a single  tenant
floor,  "Rentable Area" will mean the sum of (i) the floor area (in square feet)
bounded by the inside  surfaces of the  exterior  glass  walls of the  Building,
excluding  standard  openings in the floor stab used, for example,  for Building
stairs,  elevator  and  other  shafts  and  vertical  ducts  (collectively,  the
"Excluded Spaces"), and (ii) an allocation of the floor area of Common Areas and
Service Areas located in or serving the Building.

                  (b) Multiple  Tenant Floor.  With respect to a multiple tenant
floor,  "Rentable Area" will mean the sum of (i) the floor area (in square feet)
bounded by the inside surfaces of the exterior glass walls, the outside surfaces
of partitions  separating the Premises from corridors and other Common Areas and
Service  Areas,  and the center line of partitions  separating the Premises from
adjoining  leasable  spaces,  less  any  Excluded  Spaces  located  within  such
boundaries,  and (ii) an  allocation  of the floor area of the Common  Areas and
Service Areas on such floor, and (iii) an allocation of the floor area of Common
and Service Areas located in or serving the Building.

                  (c) Columns and Non-Standard  Openings.  No deductions will be
made in either Section 1.2(a) or Section 1.2(b) for (i) columns and  projections
necessary to the structural  support of the Building or (ii) for openings in the
floor  slab which were made at the  request  of Tenant or to  accommodate  items
installed at the request of Tenant.

         1.3.  Minor  Variations  in Area.  The  Rentable  Area of the  Premises
contained in the Fundamental  Lease Provisions has been calculated in accordance
with the  foregoing  definitions  and is agreed to be the  Rentable  Area of the
Premises  regardless of minor  variations  resulting  from  construction  of the
Building and/or tenant improvements.

         1.4. Ceiling,  Walls. Tenant acknowledges that pipes, ducts,  conduits,
wires and  equipment  serving  other parts of the Building may be located  above
acoustical  ceiling  surfaces,  below  floor  surfaces  or  within  walls in the
Premises.

         1.5. Condition of Premises. The taking of possession of the Premises by
Tenant will  establish  conclusively  that the Premises and the Building were at
such time in  satisfactory  order and condition  except for (i) minor matters of
structural,  mechanical,  electrical,  and  finish  adjustment  in the  Premises
(commonly  referred to as "punchlist items") specified in reasonable detail on a
list delivered by Tenant to Landlord  within fifteen (15) days after the date on
which Tenant takes


                                        1

<PAGE>



possession of the Premises and (ii) defects not discoverable upon inspection and
about which Tenant notifies Landlord within one (1) year after taking possession
of the Premises.

         1.6. Common and Service Areas.  Tenant is hereby granted a nonexclusive
right to use the Common Areas  during the term of this Lease for their  intended
purposes,  in common with others,  subject to the terms and  conditions  of this
Lease, including, without limitation, the Rules and Regulations.

                  (a) Common Areas.  "Common Areas" will mean all areas, spaces,
facilities,  and equipment  (whether or not located  within the  Building)  made
available  by  Landlord  for the  common and joint use of  Landlord,  Tenant and
others,  including,  but  not  limited  to,  tunnels,  walkways,  sidewalks  and
driveways  necessary for access to the Building,  Building  lobbies,  landscaped
areas,  enclosed mall areas, loading areas, public corridors,  public restrooms,
Building  stairs and  elevators,  drinking  fountains  and such other  areas and
facilities,  if any, as are  designated  by Landlord from time to time as Common
Areas.

                  (b)  Service  Areas.  "Service  Areas"  will  refer to  areas,
spaces,  facilities and equipment  serving the Building  (whether or not located
within the  Building)  but to which  Tenant and other  occupants of the Building
will not have  access,  including,  but not limited to,  mechanical,  telephone,
electrical and similar rooms, and air and water refrigeration equipment

2.       TERM
         ----

         2.1.   Term.  The  Term  of  this  Lease  will  commence  on  the  date
("Commencement  Date")  set forth in a notice to be  delivered  by  Landlord  to
Tenant as the date on which Tenant may take  possession of the Premises and will
terminate on the date set forth in the Fundamental Lease Provisions ("Expiration
Date") unless sooner terminated in accordance with the provisions of this Lease.

         2.2. Delay in Commencement.  If Landlord fails for any reason to tender
possession  of the Premises to Tenant on the  "Contemplated  Commencement  Date"
(herein so called) set forth in the Fundamental Lease  Provisions,  (i) Landlord
will not be liable to Tenant for any direct or  consequential  loss resulting to
Tenant from the delay, (ii) the validity of this Lease will not be affected, and
(iii) the term of this Lease will not be extended.

         2.3.  Holding  Over.  If  Tenant or any  party  claiming  rights to the
Premises through Tenant,  retains possession of the Premises without the written
consent of Landlord  after the  Expiration  Date or earlier  termination of this
Lease, such possession will constitute a tenancy at will subject however, to all
the terms and provisions of this Lease except for (i) the Term and (ii) the Base
Annual Rent which Base Annual Rent will become an amount  equal to two (2) times
the  highest  amount  set  forth in this  Lease as Base  Annual  Rent,  plus any
adjustments  which have  previously  occurred.  No holding over by Tenant and no
acceptance of rental payments by Landlord during a holdover period, whether with
or without consent of Landlord, will operate to extend this Lease.



                                        2

<PAGE>



3.       MONETARY PROVISIONS
         -------------------

         3.1.  Base Annual  Rent.  Subject to the  prepaid  rent  provisions  of
Section 3.5,  Tenant will pay as the monthly  installment  of "Base Annual Rent"
for  each  month  of the  Term,  the  sum set  forth  in the  Fundamental  Lease
Provisions,  in  advance  on the first day of each  calendar  month of the Term,
without deduction,  offset,  prior notice, or demand, and in lawful money of the
United  States.  If the  Commencement  Date is not the first  day of a  calendar
month,  Tenant will pay to Landlord  on the  Commencement  Date a portion of the
monthly  installment  of Base Annual Rent prorated on the basis of a thirty (30)
day month.

         3.2. Tenant's Share of Certain Costs. In addition to all other sums due
under this Lease,  Tenant will pay to Landlord,  in the mariner and at the times
set forth below,  Tenant's  Pro-rata Share of Operating  Costs for each calendar
year or partial calendar year.

                  (a) Operating  Costs.  "Operating  Costs" will mean all costs,
charges, and expenses incurred by Landlord in connection with owning, operating,
maintaining,  repairing, insuring and managing the Building and the Common Areas
and  Service  Areas,  computed  on  an  accrual  basis  and  including,  without
limitation,  costs,  charges and  expenses  incurred  with  respect to the items
enumerated  as  "Operating  Cost  Examples"  in Paragraph 2 of Exhibit C to this
Lease.  Operating  Costs will not include  those items  enumerated as "Operating
Cost Exclusions" in Paragraph 1 of Exhibit C to this Lease.

                  (b) Pro Rata Share  Computation.  "Tenant's Pro Rata Share" of
Operating  Costs will be computed by multiplying  the Operating Costs per square
foot  by the  number  of  square  feet of  Rentable  Area  in the  Premises  and
subtracting   from  such  product  the  amount  of  Landlord's   Operating  Cost
Contribution set forth in Paragraph 5 of the Fundamental Lease Provisions.

                  (c)  Estimated  Costs.  Tenant's  Pro Rata Share of  Operating
Costs for the remainder of the first calendar year (whether full or partial) and
for each subsequent calendar year of the Term will be estimated by Landlord, and
notice of such  estimated  amounts  will be given to Tenant at least thirty (30)
days prior to the  Commencement  Date or the beginning of each calendar year, as
the case may be.  If  Commencement  Date does not  occur on  January  1, for the
partial calendar year after the Commencement  Date,  Tenant will pay to Landlord
each month, at the same time the monthly installment of Base Annual Rent is due,
an amount equal to the Tenant's  estimated Pro Rata Share of Operating Costs for
the  remainder  of such  calendar  year  divided  by the  number of full  months
remaining in such year. For each full calendar year of the Term, Tenant will pay
to Landlord each month, at the same time the monthly  installment of Base Annual
Rent is due, an amount equal to one-twelfth (1/12) of the Tenant's estimated Pro
Rata Share of Operating due for such calendar year. If the Expiration  Date does
not occur on December 31, for the partial calendar year preceding the Expiration
Date,  Tenant will pay to  Landlord,  each  month,  at the same time the monthly
installment  of Base  Annual  Rent is due,  an  amount  equal to the  amount  of
Tenant's  estimated Pro Rata Share of Operating Costs for such partial  calendar
year  divided by the number of full  calendar  months of such  partial  calendar
year.

                  (d)  Estimate  Revisions.  At any time  and from  time to time
during the Term, Landlord will have the right by notice to Tenant, to change the
monthly amount then payable by


                                        3

<PAGE>



Tenant for Tenant's  estimated Pro Rata Share of Operating Costs to reflect more
accurately,  in the reasonable  judgment of Landlord,  Tenant's  actual Pro Rata
Share of Operating Costs for the then current  calendar year.  Tenant will begin
paying the revised  estimated  amount  together with the next monthly payment of
Base Annual Rent due after receipt by Tenant of Landlord's notice.

                  (e) Annual Adjustments.  On or before April 1 of each calendar
year,  Landlord will prepare and deliver to Tenant a statement setting forth the
calculation  of  Tenant's  actual  Pro Rata  Share of  Operating  Costs  for the
previous  calendar year.  Within thirty (30) days after receipt of the statement
of  Tenant's  actual  Pro Rata  Share of  Operating  Costs,  Tenant  will pay to
Landlord,  or Landlord  will credit  against the next rental or other payment or
payments due from Tenant,  as the case may be, the difference  between  Tenant's
actual Pro Rata Share of Operating  Costs for the  preceding  calendar  year and
Tenant's  estimated Pro Rata Share of Operating Costs paid by Tenant during such
year.

                  (f) Final  Partial Year. If the Term will expire or this Lease
has been terminated prior to a final  determination of the Tenant's's actual Pro
Rata  Sham of  Operating  Costs,  the  amount  of  adjustment  between  Tenant's
estimated Pro Rata Share and Tenant's  actual Pro Rata Share of Operating  Costs
payable for the preceding  calendar year and/or the final partial  calendar year
of the Term will be projected by the Landlord based upon the best data available
to Landlord at the time of the  estimate.  Within thirty (30) days after receipt
of a statement from Landlord setting forth Landlord's  projections,  Tenant will
pay to  Landlord,  or  Landlord  will pay to  Tenant  as the  case  may be,  the
difference  between Tenant's  projected actual Pro Rata Share of Operating Costs
for the period in question and Tenant's  estimated Pro Rata.  Share of Operating
Costs paid by Tenant for the period in question.  The  obligations  set forth in
the preceding  sentence will survive the Expiration Date or earlier  termination
of this Lease.

                  (g)  Adjustment  for  Occupancy.  During any calendar  year in
which the  Building  has less  than  full  occupancy,  Operating  Costs  will be
computed as though the  Building  had been  completely  occupied  for the entire
calendar year.

         3.3. Personal Property Taxes. Tenant agrees to pay, before delinquency,
all taxes, fees or charges,  rates, duties and assessments,  imposed,  levied or
assessed  directly against Tenant, or indirectly  through Landlord,  and payable
during the Term  hereof,  upon  Tenant's  equipment,  furniture,  movable  trade
fixtures and other personal  property located in the Premises.  Tenant will also
pay,  before  delinquency,  business  and other taxes,  fees or charges,  rates,
duties and  assessments  imposed,  levied or  assessed  because of the  Tenant's
occupancy of the Premises or upon the business or income of the Tenant generated
from the Premises.

         3.4. Taxes for Leasehold  Improvements.  If any authority  levying real
and personal  property  taxes  against the  Building as a standard  practice for
determining the value of the Building for tax purposes  includes a component for
tenant  improvement or nonmovable trade fixtures of individual  tenants,  Tenant
will pay to Landlord  any portion of such taxes which is equal to the product of
(i) the total of such taxes  multiplied  by (ii) the fraction  the  numerator of
which is the cost of tenant  improvements  or nonmovable  trade  fixtures in the
Premises  in  excess  of  the   Building   standard  or  existing   improvements
(collectively,  "Above Standard  Improvements")  and the denominator of which is
the cost of all tenant  improvements  in the Building.  Upon receipt of any such
tax statement,


                                        4

<PAGE>



Landlord will compute  Tenant's  share of taxes  attributable  to Above Standard
Improvements,  and  submit a  statement  to  Tenant  evidencing  the  method  of
calculation.  Tenant  will  pay to  Landlord  together  with  the  next  monthly
installment  of Base Annual Rent due after the receipt of  Landlord's  statement
the entire amount due under this Section 3.4. The method of  calculation  of the
share of taxes  attributable to Above Standard  Improvements  will be subject to
adjustment  by  Landlord  from  time to time in  order  to  reflect  the  method
currently  utilized by taxing  authorities to calculate taxes for Above Standard
Improvements.  If Tenant is assessed for taxes for Above  Standard  Improvements
directly by the taxing authorities,  Tenant will pay the same before delinquency
and  deliver  to  Landlord  copies of  receipts  for  payment  of such taxes and
assessments  no later  than ten (10)  days  prior to the  deadline  for  payment
without imposition of penalty.

         3.5. Prepaid Rent.  Concurrently with Tenant's execution of this Lease,
Tenant will pay to Landlord the sum specified in Paragraph 7 of the  Fundamental
Lease  Provisions  as  "Prepaid  Rent" which sum will be credited to Base Annual
Rent in the manner set forth in the Fundamental Lease Provisions.

         3.6.  Security  Deposit.  Contemporaneously  with the execution of this
Lease,  Tenant  will  pay  Landlord  the sum set  forth  in  Paragraph  6 of the
Fundamental  Lease  Provisions  as  "Security   Deposit"  as  security  for  the
performance by Tenant under this Lease.  If Tenant  defaults with respect to any
provision of this Lease,  Landlord may, but will not be required to, use,  apply
or retain all or any part of the Security Deposit for the payment of any rent or
any other sum in default,  or for the payment of any other amount which Landlord
may spend or become  obligated  to spend by reason of  Tenant's  default,  or to
compensate  Landlord for any other loss or damage  which  Landlord may suffer by
reason of Tenant's default. If any portion of the Security Deposit is so used or
applied,  Tenant will,  upon demand  therefor,  deposit cash with Landlord in an
amount  sufficient to restore the Security  Deposit to the original  amount.  If
Tenant fully  performs  every  provision of this Lease to be performed by Tenant
including  surrender of the Premises in accordance with Section 7.4 the Security
Deposit will be returned to Tenant within thirty (30) days after the  Expiration
Date.  Tenant will not assign or  encumber  Tenant's  interest  in the  Security
Deposit and neither Landlord nor Landlord's  successors or assigns will be bound
by any such attempted assignment or encumbrance of the Security Deposit.

         3.7. Late Payments.  Should Tenant fail to pay when due any installment
of Base  Annual Rent on or before the fifth  (5th) day of each  calendar  month,
Interest  will accrue from the date on which such sum is due and such  Interest,
together  with a "Late  Charge"  (herein so  called) in an amount  equal to five
percent (5%) of the installment  then due, will be paid by Tenant to Landlord at
the time of  payment  of the  delinquent  stun.  The Late  Charge  is  agreed by
Landlord  and Tenant to be a  reasonable  estimate  of the extra  administrative
expenses incurred by Landlord in handling such delinquency.

         3.8. Interest.  Whenever reference is made in this Lease to the accrual
of interest on sums due  Landlord or whenever any amount owed to Landlord is not
paid when due, such sum will bear interest  ("Interest") at an annual rate equal
to the lesser of (i) two percent (2%) over the "base" or "prime" rate  published
from time to time by Citibank, N.A., or (ii) the maximum lawful rate.

         3.9. Administrative.  In  the  event  Landlord  performs  construction,
maintenance,  or repairs  for Tenant  under  Sections  7.3,  8.5 or 12.2 of this
Lease, Tenant will reimburse Landlord within five


                                        5

<PAGE>



(5)  days  after  receipt  of an  invoice  from  Landlord  for the  cost of such
construction,  maintenance  or repairs  plus an amount  equal to twenty  percent
(20%) of such costs  ("Administrative  Reimbursement") to reimburse Landlord for
administration and overhead.

         3.10.  Additional  Rent.  Any payments to be made by Tenant to Landlord
under this Lease in addition to the Base Annual Rent whether or not  denominated
as rent will be deemed to be additional rent under this Lease for the purpose of
securing their  collection and will  constitute rent for purposes of Section 502
of the  Bankruptcy  Code.  Landlord  will have the same rights and remedies upon
Tenant's failure to make such payments as for the nonpayment of Base Annual Rent

4.       CONSTRUCTION
         ------------

         In the event any  construction of tenant  improvements is necessary for
the  Premises,  such  construction  will be  accomplished  and the  cost of such
construction  will be borne by  Landlord  and/or  Tenant  in  accordance  with a
separate Rider to this Lease ("Work Letter") between Landlord and Tenant. Except
as  expressly  provided  in this  Lease or in the Work  Letter,  if any,  Tenant
acknowledges  that  Landlord  has not  undertaken  to perform any  modification,
alteration or improvement to the Premises.

5.       SERVICES AND UTILITIES
         ----------------------

         5.1. Services by Landlord. Provided Tenant is not in default under this
Lease,  and subject to the  conditions and standards set forth in this Lease and
to standards, limitations and guidelines imposed by governmental authorities and
utility companies,  Landlord will furnish or cause to be furnished the following
services and utilities:

                  (i) Heat and air  conditioning  to the Premises during "Normal
Business Hours" (as defined in the Rules and Regulations),  at such temperatures
and in such quantities as Landlord  determines are reasonably  necessary for the
comfortable use and occupancy of the Premises for general office purposes;

                  (ii) Water at the normal temperature of the supply of water to
the Building for and drinking purposes through fixtures installed by Landlord or
by Tenant with Landlord's consent;

                  (iii)  Janitorial  cleaning  services to those portions of the
Premises  which are used for office  purposes  five (5) days per week (except on
holidays observed by the Building);

                  (iv) Twenty-four (24) hour,  nonexclusive  passenger  elevator
service and, when scheduled through the Building management nonexclusive freight
elevator service to the floor(s) on which the Premises are located;

                  (v)      Routine maintenance in the Common Areas;

                  (vi) Replacement of Building standard light bulbs, fluorescent
tubes, and ballasts in the Premises, and



                                        6

<PAGE>



                  (vii) Electric  current to the Premises for Building  standard
office  lighting and office machines which consume  electric  current within the
parameters set forth in Section 5.3(a)(i) of this Lease.

         5.2. Tenant's  Obligations.  Tenant will pay for, prior to delinquency,
all  telephone  charges and all other  materials  and services not expressly the
obligation  of Landlord  that are  furnished to or used on or about the Premises
during the Term of this Lease.

         5.3.     Tenant's Additional Service Requirements.

               (a)  Additional Services Requiring Landlord Consent.  Tenant will
                    not, without Landlord's prior consent, do the following:

                    (i)  Install  or  use  special   lighting   beyond  Building
                         standard, or any equipment, machinery, or device in the
                         Premises which requires a nominal  voltage of more than
                         one hundred  twenty (120) volts single phase,  or which
                         in Landlord's  reasonable  opinion exceeds the capacity
                         of existing feeders,  conductors,  risers, or wiring in
                         or to the  Premises  or  Building,  or  which  requires
                         amounts of water in excess of that usually furnished or
                         supplied  for  use  in  office  space,  or  which  will
                         decrease  the  amount  or  pressure  of  water  or  the
                         amperage or voltage of electricity Landlord can furnish
                         to other occupants of the Building;

                    (ii) Install or use any heat or  cold-generating  equipment,
                         machinery  or  device  which  affects  the  temperature
                         otherwise  maintainable by the heat or air conditioning
                         system of the Building;

                    (iii)Use  portions  of the  Premises  for  special  purposes
                         requiring greater or more difficult  cleaning work than
                         office  areas,  such as, but not limited to,  kitchens,
                         reproduction  rooms,  interior  glass  partitions,  and
                         non-Building standard materials or finishes; or

                    (iv) Accumulate  refuse  or  rubbish  (A) in  excess of that
                         ordinarily  accumulated in business office occupancy or
                         (B) at times  other  than  Building  standard  cleaning
                         times.

                  (b)  Providing  Additional  Services.  It  in  the  reasonable
opinion of Landlord,  additional services to Tenant are necessary, Landlord will
have the following rights:

                    (i)  Landlord  may require that Tenant cease the activity or
                         remove the item (or refuse to permit  the  activity  or
                         installation  of the  item),  causing  (or  which  will
                         cause)  the  need  for  such  additional   service,  if
                         Landlord  and  Tenant  are  not  able to  agree  upon a
                         mutually   satisfactory   method  for  providing   such
                         additional  services or, in the  reasonable  opinion of
                         Landlord,  providing  such  additional  service  is not
                         operationally or economically feasible;

                    (ii) With  respect  to   additional   utility   consumption,
                         Landlord  may install and  maintain  separate  metering
                         devices,  or may cause  periodic  usage  surveys  to be
                         prepared by an engineer  employed by Landlord  for such
                         purpose. The cost of the additional utility consumption
                         plus,  if  Landlord  installs  and  maintains  separate
                         meters, the cost of such meters and their installation,


                                        7

<PAGE>



                         maintenance and repair,  or if  Landlord  orders  usage
                         surveys, the cost of  such surveys, will be the obliga-
                         tion of Tenant;

                    (iii)With  respect  to heat or  cold  generating  equipment,
                         Landlord   may   furnish   additional   heat   or   air
                         conditioning to the Premises,  or install supplementary
                         heating or air  conditioning  units in the  Premises or
                         elsewhere  in the  Building,  or  modify  the  existing
                         heating or air conditioning system in the Premises. The
                         cost   of   additional   heat   or  air   conditioning,
                         supplementary  units, or  modifications to the existing
                         system will be the obligation of Tenant;

                    (iv) With  respect to  lighting  beyond  Building  standard,
                         Landlord may  purchase  and replace,  at the expense of
                         Tenant,  light  bulbs  and  ballasts  and/or  fixtures;
                         and/or

                    (v)  With respect to additional  cleaning work, Landlord may
                         instruct  Landlord's  janitorial  contractor to provide
                         such  services and the cost of such service will be the
                         obligation of Tenant;

                  (c) After Hours Heat or Air Conditioning.  Landlord will, upon
request and at the cost of Tenant, provide after hours heat or air conditioning.
The cost of after hours heat or air conditioning will be determined from time to
time by Landlord and, upon request confirmed in writing to Tenant.

                  (d)  Payment.  Tenant  will  pay to  Landlord  the cost of any
additional  service  and any other  cost for which  Tenant  is  obligated  under
Section  5.3(b) or (c)  within  five (5) days after  receipt of an invoice  with
respect to same from Landlord.

         5.4. Interruption of Utility Service. Landlord will use Landlord's best
efforts to provide the services required of Landlord under this Lease.  However,
Landlord  reserves  the right,  without  any  liability  to Tenant  and  without
affecting  Tenant's  covenants  and  obligations  under this  Lease,  to stop or
interrupt  or reduce any of the  services  listed in  Section  5.1 or to stop or
interrupt or reduce any other  services  required of Landlord  under this Lease,
whenever  and for so long as may be  necessary,  by reason of (i)  accidents  or
emergencies,  (ii) the making of repairs or changes which Landlord in good faith
deems  necessary or is required or is permitted by this Lease or by law to make,
(iii) difficulty in securing proper supplies of fuel, water, electricity,  labor
or   supplies,    (iv)   the   compliance   by   Landlord   with   governmental,
quasi-governmental  or utility company energy conservation  measures, or (v) the
exercise by Landlord of any right under Section 6.5. Landlord will, in the event
of an  interruption of a utility  service,  use Landlord's best efforts to cause
such service to be resumed.  However, no interruption or stoppage of any of such
services  will  ever be  construed  as an  eviction  of  Tenant  nor  will  such
interruption  or stoppage  cause any  abatement of the rent  payable  under this
Lease or in any manner  relieve  Tenant from any of Tenant's  obligations  under
this Lease.  Landlord will not be liable for any interruption or stoppage of any
of such  services or for any damage to persons or property  resulting  from such
stoppage.



                                        8

<PAGE>



6.       OCCUPANCY AND CONTROL
         ---------------------

         6.1.  Use. The Premises will be used and occupied by Tenant for general
office  purposes  and for no other  purposes.  IN NO EVENT SHALL THE PREMISES BE
USED FOR AN EDUCATIONAL  FACILITY,  TELEMARKETING OR A PERSONNEL AGENCY.  TENANT
MUST  MAINTAIN AN  OCCUPANCY  RATIO OF NO MORE THAN ONE (1) PERSON FOR EVERY 333
SQUARE FEET LEASED, AT ANY GIVEN POINT IN TIME, WITHOUT LANDLORD'S PRIOR WRITTEN
CONSENT.

         6.2. Rules and Regulations. Tenant's use of the Premises and the Common
Areas  will  be  subject  at  all  times  during  the  Term  to the  "Rules  and
Regulations" attached to the Lease as Exhibit D and to any modifications of such
Rules and Regulations and any additional Rules and Regulations from time to time
promulgated  by  Landlord.  Additional  Rides and  Regulations  will not  become
effective  and a part of this Lease until a copy of same has been  delivered  to
Tenant.  The inability of Landlord to cause another  occupant of the Building to
comply with the Rules and Regulations will neither excuse Tenant's obligation to
comply with such Rules and  Regulations or any other  obligation of Tenant under
this  Lease nor  cause the  Landlord  to be  liable  to  Tenant  for any  damage
resulting to Tenant.  Tenant will cause Tenant's employees,  servants and agents
to comply with the Rules and Regulations.

         6.3.     Additional Covenants of Tenant.

                  (a) Laws,  Statutes.  Tenant  will,  at  Tenant's  sole  cost,
promptly comply with all laws, statutes, ordinances,  regulations, guidelines or
requirements now in force or hereafter  enacted and with the requirements of any
governmental  authority  having  jurisdiction  over the Building,  board of fire
underwriters,  utility company serving the Building or other similar body now or
hereafter constituted,  relating to or affecting the condition, use or occupancy
of the Premises,  including  without  limitation,  Title M of The Americans with
Disabilities  Act  of  1990,  all  regulations   issued   thereunder,   and  the
Accessibility  Guidelines for Buildings and Facilities  issued pursuant thereto,
and the Texas Architectural  Barriers Act, as the same are in effect on the date
of this Lease and as hereafter  amended.  The judgment of any court of competent
jurisdiction  or the admission of Tenant in any action  against  Tenant  whether
Landlord  is a party  thereto  or  not,  that  Tenant  has  violated  any of the
foregoing will be conclusive of that fact between Landlord and Tenant.

                  (b) Nuisance. Tenant will not do or permit anything to be done
in or about the Premises  which will in any way  obstruct or interfere  with the
operation of the Building or Common Areas or with the rights of other tenants or
occupants  of the  Building  or Common  Areas or injure,  disturb or annoy other
tenants or occupants of the Building or Common Areas.

                  (c)  Building  Reputation.  Tenant  will not use or permit the
Premises to be used for any  objectionable  purpose or any purpose which, in the
reasonable  opinion  of the  Landlord,  harms or tends to harm the  business  or
reputation of the Landlord or Building or reflects  unfavorably on the Building,
or any part of the Building, or deceives or defrauds the public.

                  (d) Fire  Hazards.  Tenant will not cause,  maintain or permit
anything to be done in the  Premises  nor keep  anything in the  Premises  which
will, in the opinion of Landlord, increase the


                                        9

<PAGE>



possibility of fire or other casualty or increase the then existing premiums for
or void the  coverage  of any  insurance  upon the  Building  or contents of the
Building.

                  (e)  Recording.  Tenant  will  not  record  this  Lease or any
memorandum of this Lease without the prior written  consent of Landlord.  Tenant
will, upon request of Landlord,  execute,  acknowledge and deliver to Landlord a
short form or memorandum of this Lease for recording purposes.

         6.4. Access by Landlord.  Landlord  reserves the right for Landlord and
Landlord's  agents to enter the Premises at any  reasonable  time (i) to inspect
the Premises, (ii) to supply janitorial service or other services to be provided
by  Landlord  to  Tenant  under  this  Lease,  (iii)  to show  the  Premises  to
prospective lenders,  purchasers or tenants, (iv) to alter, improve, maintain or
repair the Premises or any other portion of the Building  abutting the Premises,
(v) to install,  maintain,  repair,  replace or relocate any pipe, duct, conduit
wire or  equipment  serving  other  portions of the  Building but located in the
ceiling, wall or floor of the Premises,  (vi) to perform any other obligation of
Tenant after  Tenant's  failure to perform same, or (vii) upon default by Tenant
under tins Lease.  If Landlord enters the Premises for the purpose of performing
work, Landlord may erect scaffolding and store tools, material, and equipment in
the Premises when required by the character of the work to be performed.

         6.5.  Control of Building  and Common  Areas.  The  Building and Common
Areas will be at all times under the exclusive control, management and operation
of the  Landlord.  Landlord  hereby  reserves the right from time to time (i) to
alter or redecorate  the Building  (including the Common Areas or Service Areas)
or construct additional facilities adjoining or proximate to the Building;  (ii)
to close  temporarily  doors,  entry ways,  public  spaces and  corridors and to
interrupt or suspend  temporarily  Building  services and facilities in order to
perform any  redecorating  or  alteration or in order to prevent the public from
acquiring  prescriptive rights in the Common Areas; and (iii) to change the name
of the Building.

         6.6.  Minimization of Disruption.  Landlord will attempt not to disrupt
Tenant's  operations in the Premises during the exercise of Landlord's rights or
the performance by Landlord of Landlord's obligations under this Lease, but will
not be required to incur extra  expenses in order to minimize such  dissipation.
Tenant  hereby  waives all claims for damages or injuries or  interference  with
Tenant's  business,  loss of  occupancy  or quiet  enjoyment  and any other loss
resulting  from the  exercise  by Landlord  of any right or the  performance  by
Landlord of Landlord's  obligations under this Lease. No exercise by Landlord of
any right or the  performance by Landlord of Landlord's  obligations  under this
Lease will constitute actual or constructive eviction or a breach of any express
of implied covenant for quiet enjoyment.

7.       REPAIRS, MAINTENANCE AND ALTERATIONS
         ------------------------------------

         7.1.  Landlord's  Repair  Obligations.  Landlord  will,  subject to the
casualty  provisions of Article 9, maintain the (i) the Common Areas and Service
Areas,  (ii) roof,  foundation,  exterior  windows and load bearing items of the
Building;  (iii) exterior surfaces of walls;  (iv) plumbing,  pipes and conduits
located  in the  Common  Areas or  Service  Areas of the  Building,  and (v) the
Building  central  heating,   ventilation  and  air  conditioning,   electrical,
mechanical  and  plumbing  systems.  Landlord  will not be  required to make any
repair in connection with or resulting from (1) any


                                       10

<PAGE>



alteration or  modification to the Premises or to Building  equipment  performed
by, for or because of Tenant or to special  equipment or systems  installed  by,
for or because of Tenant,  (2) the  installation,  use or  operation of Tenant's
property,  fixtures and equipment, (3) the moving of Tenant's property in or out
of the Building or in and about the  Premises,  (4) Tenant's use or occupancy of
the Premises in violation of Article 6 or in a mariner not  contemplated  by the
parties at the time of execution of this Lease (e.g., subsequent installation of
special use rooms), (5) the acts or omissions of Tenant and Tenant's  employees,
agents,  invitees,  subtenants,  licensees  or  contractors,  (6)  fire or other
casualty,  except  as  provided  in  Article  9 or (7)  condemnation,  except as
provided  in Article  10.  Depending  upon the nature of repairs  undertaken  by
Landlord,  the  cost of such  repairs  will  be  borne  solely  by  Landlord  or
reimbursed  to  Landlord  either by a  particular  tenant or  tenants  or by all
tenants as an Operating Cost.

         7.2.  Tenant's  Repair  Obligations.  Except  for  janitorial  services
provided by Landlord,  Tenant at Tenant's expense, will maintain the Premises in
good order,  condition and repair including,  without  limitation,  the interior
surfaces of the windows,  walls and ceilings;  floors; wall and floor coverings;
window  coverings;  doors;  interior  windows;  and all  switches,  fixtures and
equipment  in the  Premises.  Upon  receipt of  reasonable  notice  from  Tenant
Landlord will perform,  at the expense of Tenant all repairs and  maintenance to
plumbing,  pipes and  electrical  wiring  located  within  walls,  above ceiling
surfaces  and below floor  surfaces  resulting  from the use of the  Premises by
Tenant.  In no event will  Tenant be  responsible  for any  plumbing,  pipes and
electrical wiring, switches,  fixtures and equipment located in the Premises but
serving another tenant or for portions of the central heat,  ventilation and air
conditioning,  electrical, mechanical and plumbing systems of the Building which
are located in the Premises,  except for (i) repairs  resulting from the acts of
Tenant and  Tenant's  employees,  agents,  invitees,  subtenants,  licensees  or
contractors,  (ii)  modifications  made to such  systems  by, for, or because of
Tenant, and (iii) special equipment installed by, for, or because of Tenant.

         7.3.  Rights of Landlord.  In the event Tenant fails, in the reasonable
judgment of  Landlord,  to maintain the  Premises in good order,  condition  and
repair,  Landlord  will have the right to  perform  such  maintenance,  repairs,
refurbishing or repairing at Tenant's expense.

         7.4.  Surrender.  Upon the  expiration or earlier  termination  of this
Lease,  or upon the  exercise by Landlord of  Landlord's  right to re-enter  the
Premises without  terminating this Lease,  Tenant will surrender the Premises in
the same  condition  as  received  or as  subsequently  improved  by Landlord or
Tenant,  except  for (i)  ordinary  wear  and  tear  and  (ii)  damage  by fire,
earthquake,  acts of God or the elements for which damage  Landlord has received
all insurance  proceeds,  and will deliver to Landlord all keys for the Premises
and  combinations  to safes located in the Premises.  Tenant will, at Landlord's
option,  remove, or cause to be removed,  from the Premises or the Building,  at
Tenant's expense and as of Expiration Date or earlier termination of this Lease,
all signs, notices, displays, millwork,  non-movable trade fixtures, or, subject
to  Subsection   7.5(d)  of  this  Lease,  any   non-Building   standard  tenant
improvements placed in the Premises or the Building. Tenant agrees to repair, at
Tenant's expense,  any damage to the Premises or the Building resulting from the
removal  of any  articles  of  personal  property,  movable  business  or  trade
fixtures,  machinery,  equipment,  furniture, movable partitions or non-Building
standard tenant improvements,  including without limitation, repairing the floor
and  patching  and  painting  the walls where  reasonably  required by Landlord.
Tenant's  obligations  under this  Section 7.4 will  survive the  expiration  or
earlier termination


                                       11

<PAGE>



of this  Lease.  If Tenant  fails to remove any item of  property  permitted  or
required to be removed at the  expiration  or earlier  termination  of the Term,
Landlord,  may, at Landlord's option, (a) remove such property from the Premises
at the  expense of Tenant and sell or dispose of same in such manner as Landlord
deems advisable, or (b) place such property in storage at the expense of Tenant.
Any  property  of Tenant  remaining  in the  Premises  ten (10)  days  after the
Expiration Date or earlier termination of this Lease will be deemed to have been
abandoned by Tenant.

         7.5.     Alterations by Tenant.

                  (a)  Approval  Required.  Tenant  will not  make,  or cause or
permit to be made, any additions, alterations,  installations or improvements in
or to the  Premises  (collectively,  "Alterations"),  without the prior  written
consent of Landlord.  Unless  Landlord has waived such  requirement  in writing,
together with Tenant's request for approval of any Alteration,  Tenant must also
submit  details with respect to the proposed  source of funds for the payment of
the cost of the Alteration by Tenant, design concept,  plans and specifications,
names of proposed  contractors,  and financial and other  pertinent  information
about such contractors  (including  without  limitation,  the labor organization
affiliation  or  lack  of  affiliation  of  any  contractors),  certificates  of
insurance  to be  maintained  by Tenant's  contractors,  hours of  construction,
proposed  construction  methods,  details  with  respect  to the  quality of the
proposed work and evidence of security (such as payment and  performance  bonds)
to assure  timely  completion of the work by the  contractor  and payment by the
contractor  of all costs of the work.  With respect to any  Alteration  which is
visible from outside the Premises, such proposed Alteration must, in the opinion
of Landlord,  also be  architecturally  and  aesthetically  harmonious  with the
remainder of the Building.

                  (b) Complex Alterations.  If the nature,  volume or complexity
of any proposed  Alterations,  causes  Landlord to consult  with an  independent
architect,  engineer or other consultant, Tenant will reimburse Landlord for the
fees and expenses  incurred by  Landlord.  If any  improvements  will affect the
basic heat,  ventilation and air  conditioning or other Building  systems or the
Building,  Landlord  may  require  that such  work be  designed  by  consultants
designated by Landlord and be performed by Landlord or Landlord's contractors.

                  (c)  Standard  of  Work.  All work to be  performed  by or for
Tenant  pursuant  hereto  will be  performed  diligently  and in a  first-class,
workmanlike  manner,  and in compliance  with all applicable  laws,  ordinances,
regulations  and rules of any  public  authority  having  jurisdiction  over the
Building and/or Tenant and Landlord's insurance carriers. Landlord will have the
right, but not the obligation,  to inspect periodically the work on the Premises
and may require changes in the method or quality of the work.

                  (d) Ownership of Alterations.  All Alterations  made by or for
Tenant (other than the Tenant's movable trade fixtures), will immediately become
the property of the  Landlord,  without  compensation  to the Tenant;  provided,
however,  Landlord will have no  obligation  to repair,  maintain or insure such
Alterations.  Carpeting,  shelving and cabinetry will be deemed  improvements of
the Premises and not movable trade fixtures, regardless of how or where affixed.
Such  Alterations  will not be removed by Tenant from the Premises either during
or at the expiration or earlier  termination of the Term and will be surrendered
as a part of the Premises unless such Alteration is not Building


                                       12

<PAGE>



standard and Landlord has requested  that Tenant remove same.  All  non-Building
standard improvements resulting from such Alteration will be subject to removal.

         7.6.  Liens.  Tenant will keep the Premises and the Building  free from
any liens arising out of work  performed,  materials  furnished,  or obligations
incurred  by or on behalf of or for the  benefit of Tenant.  lf Tenant does not,
within ten (10) days following the imposition of any such lien,  cause such lien
to be  released  of record  by  payment  or  posting  of a proper  bond or other
security, Landlord will have, in addition to all other remedies provided in this
Lease and by law, the option,  to cause the same to be released by such means as
Landlord deems proper,  including payment of the claim giving rise to such lien.
All sums  paid and  expenses  incurred  by  Landlord  in  connection  therewith,
including attorneys' fees and a reasonable amount for Landlord's  administrative
time,  will be payable to Landlord by Tenant on demand  with  Interest  from the
date such sums are expended.

8.       INSURANCE
         ---------

         8.1.  Insurance  Required of Tenant.  Tenant will at Tenant's sole cost
and expense,  obtain and provide,  on or before the Commencement  Date, and will
keep in force at all times during the Tenn,  the following  insurance  coverages
with respect to Tenant's operations and the Premises:

                  (i) Commercial  general liability  insurance,  including broad
form  contractual  coverage,  for  bodily  injury or death or  property  damage,
relating to the Premises and the  appurtenances of the Premises on an occurrence
basis  with a  minimum  combined  single  limit in the  amount  set forth in the
Fundamental  Lease  Provisions.  Such  policy will name  Landlord  and any other
parties  designated by Landlord from time to time, as "additional  insureds" and
will include a cross-liability clause.

                  (ii)  Property  insurance  providing  coverage on an all risks
basis,  in an amount  adequate to cover the  replacement  value of all  property
owned by Tenant  or for which  Tenant is  legally  liable  and which is  located
within  the  Building,   including  without   limitation,   personal   property,
decorations,   trade  fixtures,   furnishings,   equipment,  and  all  fixtures,
alterations,  leasehold  improvements  and  betterments  in the  Premises  made,
installed or purchased by or on behalf of Tenant. Such policy will be written in
the name of Tenant,  Landlord, and any other parties designated by Landlord from
time to time, as their respective interests may appear.

                  (iii) Workers'  compensation  insurance  insuring  against and
satisfying Tenant's obligations and liabilities under the workers'  compensation
laws of the State of Texas.

                  (iv) Such  additional  policy  limits or  different  insurance
coverages on the Premises  and  Tenant's  operation  therein as may from time to
time be reasonably requested by Landlord.

         8.2. Policy Form. All insurance  required of Tenant will be in form and
written by one or more insurance companies reasonably  satisfactory to Landlord.
All such  insurance  may be carried in a single  policy or in a  combination  of
primary and umbrella  policies or under a blanket  policy  covering the Premises
and any other of Tenant's offices.  All such insurance will contain endorsements
that (i) such  insurance may not be canceled or amended with respect to Landlord
or Landlord's  designees  except upon thirty (30) days' prior notice to Landlord
and Landlord's designees by the insurance


                                       13

<PAGE>



company, (ii) Tenant will be solely responsible for payment of premiums and that
Landlord and  Landlord's  designees will not be required to pay any premiums for
such  insurance,  (iii) in the  event of  payment  of any loss  covered  by such
policy,  Landlord or  Landlord's  designees  will be paid fast by the  insurance
company for Landlord's loss, and (iv) Tenant's insurance is primary in the event
of overlapping coverage which may be carried by Landlord.  The minimum limits of
the  comprehensive  general  liability  policy of insurance  required by Section
8.1(i) will in no way limit or  diminish  Tenant's  liability  under this Lease.
Tenant will  deliver to Landlord  at least  fifteen  (15) days prior to the time
such insurance is first required to be carried by Tenant and thereafter at least
fifteen (15) days prior to the  expiration  of such  policy,  either a duplicate
original or a legally  enforceable  certificate  of  insurance  on all  policies
procured by Tenant in  compliance  with Tenant's  obligations  under this Lease,
together with evidence  satisfactory  to Landlord of the payment of the premiums
therefor.

         8.3.  Waiver of  Subrogation.  Landlord and Tenant  agree that,  in the
event of loss to  either  party  due to any of the  pails  for  which  the party
incurring the loss has agreed to provide insurance,  such party will look solely
to such party's insurance for recovery. Landlord and Tenant hereby grant to each
other,  on  behalf of any  insurer  providing  insurance  to either of them with
respect to the Premises,  a waiver of any right of subrogation which any insurer
of one party may  acquire  against  the other by virtue of  payment  of any loss
under such  insurance.  Tenant will  deliver  notice of this  Section 8.3 to its
insurance carriers.

         8.4.  Damage to Property or Persons.  Tenant hereby  releases  Landlord
from  liability,   including  liability  occasioned  by  the  act,  omission  or
negligence of Landlord, its agents,  servants and employees,  for the following:
(i) any loss of or damage to  property  of  Tenant or of others  located  in the
Premises or the Building,  by theft or  otherwise,  (ii) any injury or damage to
persons  or  property  or the  interior  of the  Premises  resulting  from fire,
explosion, falling sheetrock, gas, electricity,  water, rain, snow or leaks from
any part of the  Premises or from the pipes,  appliances,  or plumbing  works or
from the roof,  street,  or subsurface or from any other place or by dampness or
by any other cause of  whatsoever  nature,  (iii) any injury or damage caused by
other  tenants or any  person(s)  either in the  Premises  or  elsewhere  in the
Building,  or by occupants of property adjacent to the Building or Common Areas,
or by the public or by the construction of any private,  public, or quasi-public
work, or (iv) any latent defect in construction of the Building.

         8.5. Proceeds from Property  Insurance.  In case of loss or damage, any
proceeds of Tenant's insurance for leasehold improvements will be and are hereby
assigned  and made payable to the Landlord or  Landlord's  designee,  and to the
extent  that such  proceeds  of  insurance  have been  paid to the  Landlord  or
Landlord's designee, such proceeds will, at Landlord's option, either be used by
Landlord to rebuild  leasehold  improvements or be released in monthly  progress
payments to the Tenant  (provided  that the Tenant is not in default  under this
Lease)  upon  receipt  of  Tenant's  written  certification,   together  with  a
certificate  of a third  party  architect  engaged  by Tenant  and  approved  by
Landlord,  stating that repairs to leasehold improvements for the previous month
have been satisfactorily completed free of liens by the Tenant's contractor.  In
the event Tenant fails to cause repairs to be made, Landlord will have an option
to perform  such  repairs and apply such  proceeds  to the cost of  repairs.  If
insurance  proceeds  are  inadequate  to pay  the  full  cost  of  such  repairs
(including  Administrative  Reimbursement to Landlord in accordance with Section
3.9)  Tenant will pay any  deficiency  resulting  from such  repairs to Landlord
within five (5) days after receipt of an invoice from Landlord.


                                       14

<PAGE>



         8.6. Landlord's Insurance.  Landlord will,  during  the  Term  of  this
Lease, procure and continue in force the following insurance:

                  (i)  Commercial  general  liability  insurance with a combined
single limit for bodily injury and property  damage of not less than Two Million
and  No/100  Dollars  ($2,000,000.00)  for each  occurrence  resulting  from the
operations of the Landlord or Landlord's employees within the Building.

                  (ii)  Building and personal  property  insurance  covering the
Building  and all  machinery,  equipment  and other  personal  property  used in
connection  with the  Building  (but not  property  owned by any  tenant  of the
Building  or for  which  any  tenant  of  the  Building  is  legally  liable  or
alterations, leasehold improvements, or betterments made, installed or purchased
by or on behalf of any tenant of the  Building)  against  the perils  covered by
fire and  extended  coverage  insurance,  in an  amount  not less  than the full
insurable value of same.

9.       DAMAGE OR DESTRUCTION
         ---------------------

         9.1.  Repair by Landlord.  Tenant will  immediately  notify Landlord of
fire or other  casualty in the Premises.  If the Premises are damaged by fire or
other  casualty and unless this Lease is  terminated  as  hereinafter  provided,
Landlord will proceed with reasonable  diligence to repair the so-called "shell"
of the Premises and any leasehold improvements originally installed by Landlord.
Landlord's  obligation  to repair is subject  to (i)  delays  which may arise by
reason of  adjustment  of loss  under  insurance  policies,  including,  without
limitation, Tenant's policy for leasehold improvements and betterments described
in Section 8.1 of this Lease, and (ii) other delays beyond Landlord's reasonable
control.  Landlord's  obligation  to repair  will be  limited  to the  extent of
insurance proceeds actually available to Landlord for repairs after the election
by the holder of any mortgage  against the Building to apply a portion or all of
the proceeds against the debt owing to such holder.  Until Landlord's repairs to
the Premises are completed,  the Base Annual Rent and additional rent will abate
in  proportion  to  the  part  of  the  Premises,   if  any,  that  is  rendered
untenantable.

         9.2.  Landlord's Rights Upon  The Occurrence of  Certain Casualties. In
the event:

                  (i) either the  Premises or the  Building  (whether or not the
Premises are  affected) is totally or partially  destroyed or damaged by fire or
other  casualty  and repairs  cannot,  in  Landlord's  reasonable  judgment,  be
completed  within one hundred  eighty  (180) days after the  occurrence  of such
damage without the payment by Landlord of overtime or other premiums;

                  (ii) fifty  percent  (50%) or more of the Rentable Area of the
Building  (wherever  located) is damaged or destroyed by fire or other  casualty
(whether or not the Premises are affected thereby);

                  (iii)  damage  is  otherwise  so  great  that   Landlord,   in
Landlord's absolute discretion, decides to demolish the Building, in whole or in
substantial part;



                                       15

<PAGE>



                  (iv)  insurance   proceeds  remaining  after  payment  of  any
proceeds  required  to be paid  to the  holder  of any  mortgage  affecting  the
Building are insufficient to repair or restore the damage or destruction;

                  (v) the Building or the Premises are damaged or destroyed as a
result of any  cause  other  than the  perils  covered  by  Landlord's  property
insurance  and, in  Landlord's  judgment,  the cost of repairs  will exceed five
percent (5%) of the full insurable value of the Building; or

                  (vi)  the  Premises  are  materially  damaged,  in  Landlord's
judgment by fire or other casualty  during the last  twenty-four  (24) months of
the Term;

Landlord may elect (a) to the extent of the insurance proceeds actually received
by the  Landlord,  to proceed to repair,  restore or rebuild the Building or the
Premises, in which event this Lease will continue in effect, or (b) to terminate
this Lease  (effective  as of the event of  destruction)  upon thirty (30) days'
prior notice to Tenant which notice will be given,  if at all, within sixty (60)
days  following the date of the occurrence of the  destruction.  In repairing or
restoring the Building or any part thereof, the Landlord may use designs,  plans
and  specifications,  other than those used in the original  construction of the
Building and the Landlord may alter or relocate,  or both, any or all buildings,
facilities and improvements,  including the Premises, provided that the Premises
as altered or relocated will be  substantially  the same size and will be in all
material  respects  reasonably  comparable  to  the  Premises.   Upon  any  such
termination  of this Lease,  Tenant will  surrender to Landlord the Premises and
deliver to Landlord all proceeds from Tenant's insurance  attributable to tenant
improvements and other additions,  improvements, and property items which Tenant
has no right to  remove.  Tenant  will pay Base  Annual  Rent and all other sums
payable under this Lease prorated through the effective date of such termination
and Landlord and Tenant will be free and discharged from all  obligations  under
this Lease arising after the effective  date of such  termination,  except those
obligations  expressly  stated in this Lease to survive the  termination of this
Lease.

         9.3.  Repairs by Tenant.  Landlord  will not be  required to repair any
injury or damage by fire or other  cause,  to restore or replace or to reimburse
Tenant for damage to any of the Tenant's property or any leasehold  improvements
installed in the Premises by Tenant  Landlord's  obligations to repair leasehold
improvements originally installed by Landlord will be subject to, and limited to
the extent of receipt of  adequate  proceeds  from  Landlord's  and/or  Tenant's
insurance under Sections  8.1(ii) and 8.6. Tenant will be required to repair any
injury  or damage to the  Premises  or to the  contents  of the  Premises  which
Landlord is not responsible for repairing. Except for abatement, if any, of Base
Annual Rent and additional rent in accordance with the provisions of this Lease,
Tenant will not be  entitled  to any  allowance,  compensation  or damages  from
Landlord for loss of use of all or any part of the Premises or Tenant's property
or for any  inconvenience,  annoyance,  disturbance or loss or  interruption  of
business, or otherwise,  arising from any damage to the Premises or the Building
by fire or any other  cause,  or arising  from any  repairs,  reconstruction  or
restoration, nor will Tenant have the right to terminate this Lease.



                                       16

<PAGE>



10.      EMINENT DOMAIN
         --------------

         10.1.  Total  Taking.   If  all  of  the  Building  will  be  taken  or
appropriated  for  public  or  quasi-public  use by right of  eminent  domain or
transferred by agreement  with such public or  quasi-public  agency,  this Lease
will terminate as of the date  possession is taken by the condemning  authority.
If less than all of the  Premises or Building  is taken or  appropriated  but in
Landlord's  reasonable  judgment,  the balance will be rendered untenable,  such
taking  will  constitute  a total  taking for  purposes  of this  Section  10.1.
Landlord  will  notify  Tenant of  Landlord's  decision  that the  remainder  is
untenable within thirty (30) days of Landlord's  receipt of notice of the taking
or  appropriation  and this Lease will  terminate as of the date  possession  is
taken by the condemning authority.

         10.2. Partial Taking. If only part of the Building (whether or not such
part includes the Premises) is taken or appropriated by a public or quasi-public
agency under the right of eminent  domain or conveyed in agreement with a public
or quasi-public  agency (whether or not the Premises are affected  thereby) and,
(i) in Landlord's reasonable judgment,  substantial alteration or reconstruction
of the Building is necessary as a result of such taking or  conveyance,  or (ii)
if Landlord  decides to  demolish or  discontinue  operating  the  Building as a
result of such taking or conveyance,  or (iii) twenty-five percent (25%) or more
of the  Rentable  Area of the  Building  is so  taken  or  conveyed  or,  in the
reasonable judgment of Landlord,  the Building is rendered untenable as a result
or (iv) proceeds from such taking or conveyance  remaining  after payment of any
such  proceeds  required to be paid to the holder of any mortgage  affecting the
Building  are  in-sufficient  to restore  the  Building  and the  Premises to an
architectural  whole,  then, in any of such events,  Landlord may, at Landlord's
option,  terminate  this Lease by giving  Tenant  notice of  termination  within
thirty (30) days after such taking or conveyance. In the event this Lease is not
terminated, Landlord will, to the extent of proceeds actually received after the
exercise by any  mortgagee of the  Building of an option to apply such  proceeds
against  Landlord's  debt  to  such  mortgagee,   restore  the  Building  to  an
architectural whole.

         10.3.  Award.  Any award for or  proceeds  from any  partial  or entire
taking or conveyance to a public or quasi-public  agency will be the property of
Landlord, including, without limitation, any award or proceeds based on value of
the leasehold interest of Tenant. Nothing contained in this Section 10.3 will be
deemed to give  Landlord any interest in or to preclude  Tenant from seeking and
recovering for Tenant's  account a separate award from the condemning  authority
(but  only to the  extent  such  separate  award  does not  reduce  any award to
Landlord) for the taking of personal property and fixtures  removable by Tenant,
for  the  interruption  of or  damage  to  Tenant's  business  or  for  Tenant's
unamortized cost of leasehold improvements paid for by Tenant. In the event of a
partial taking which does not result in a termination of this Lease, Base Annual
Rent and  additional  rent will be abated in the  proportion  which the Rentable
Area of the Premises  rendered  unusable bears to the total Rentable Area of the
Premises.  No temporary taking of Tenant's  Premises and/or of Tenant's's rights
therein or under this Lease will  terminate  this Lease or give Tenant any right
to any  abatement of Base Annual Rent or additional  rent under this Lease.  Any
award made to Tenant by reason of any temporary  taking will belong  entirely to
Tenant and Landlord will not be entitled to share in such award.



                                       17

<PAGE>



11.      ASSIGNMENT AND SUBLETTING
         -------------------------

         11.1.  Consent.  Tenant will not assign this Lease or sublet all or any
portion of the Premises  without the prior written  consent of the Landlord,  if
consent to any assignment or subletting is given by Landlord,  such consent will
not relieve the Tenant or any  guarantor  of this Lease from any  obligation  or
liability  under  this  Lease.  If this  Lease  is  assigned  or any part of the
Premises is occupied by any person other than the Tenant  without the consent of
Landlord,  the Landlord may nevertheless collect Base Annual Rent and additional
rent from the  assignee or occupant,  and apply the net amount  collected to the
Base Annual  Rent and other  amounts  payable  under this Lease but, in no event
will such collection be construed as a waiver of this covenant.

         11.2.  Landlord's Option. If the Tenant desires to assign this Lease or
sublet all or part of the Premises,  Tenant will notify  Landlord at least sixty
(60) days in advance of the date on which Tenant desires to make such assignment
or enter into such  sublease.  Tenant will provide  Landlord  with a copy of the
proposed  assignment or sublease,  and  sufficient  information  concerning  the
proposed  sublessee or assignee to allow Landlord to make informed  judgments as
to the financial condition,  reputation,  operations and general desirability of
the proposed assignee or subtenant(s).  Within thirty (30) days after Landlord's
receipt of Tenant's proposed assignment or sublease and all required information
concerning the proposed subtenant(s) or assignee,  Landlord will have the option
to:

                  (i)  Cancel  the  Lease as to all of the  Premises,  if Tenant
proposes  to assign  the Lease or sublet  more than fifty  percent  (50%) of the
Premises,  or cancel the Lease as to the portion of the Premises  proposed to be
sublet if  Tenant  proposes  to sublet  less  than  fifty  percent  (50%) of the
Premises; or

                  (ii) Consent to the proposed assignment or sublease, provided,
however, if the rent due and payable by any assignee or sublessee under any such
permitted  assignment  or sublease (or a  combination  of the rent payable under
such  assignment or sublease plus any bonus or any other  consideration  for the
assignment  or sublease or any payment  incident to the  assignment or sublease)
exceeds  the rent  payable  under the Lease for such  space,  Tenant will pay to
Landlord all of such excess rent and other excess  consideration within ten (10)
days following  receipt of such excess rent and/or  consideration  by Tenant (if
the proposed  sublessee  or assignee is subject to  compliance  with  additional
requirements under The Americans with Disabilities Act beyond those requirements
which are  applicable to the Tenant  desiring to sublet or assign,  Landlord may
condition Landlord's consent upon receipt of plans and specifications acceptable
to Landlord  for  complying  with the  additional  requirements  and of security
acceptable  to  Landlord  that  such   construction  be  completed   timely  and
lien-free); or

                  (iii) Refuse to consent to the proposed assignment or sublease
but allow  Tenant to continue in the search for an  assignee or  sublessee  that
will be acceptable to Landlord, which option will be deemed to be elected unless
Landlord gives Tenant notice providing otherwise.

         11.3.  Definition  of  Assignment.  The use of the words  "assignment",
"subletting",  "assign",  or  "assigned"  or  "sublet"  in this  Article 11 will
include (i) the pledging, mortgaging or encumbering of Tenant's interest in this
Lease, or the Premises or any part thereof, (ii) the total or partial occupation
of all or any  part  of the  Premises  by  any  person,  firm,  partnership,  or
corporation, or any


                                       18

<PAGE>



groups of persons,  firms,  partnerships,  or  corporations,  or any combination
thereof,  other dm Tenant (iii) an  assignment  or transfer by operation of law,
and (iv) with respect to a corporation, partnership, or other business entity, a
transfer or issue by sale, assignment,  bequest, inheritance,  operation of law,
or other  disposition,  or by  subscription,  any  part or all of the  corporate
shares of or  partnership or other  interests in the Tenant,  so as to result in
any change in the present effective voting control of the Tenant by the party or
parties holding such voting control on the date of this Lease.  Upon the request
of  Landlord,  Tenant  will make  available  to the  Landlord  or to  Landlord's
representatives,  for inspection all books and records of the Tenant's necessary
to ascertain  whether  there has, in effect,  been a change in control of Tenant
Item (iv) of this Section 11. 3 will not apply to a corporation whose shares are
traded on a nationally recognized stock exchange.

         11.4. Legal Fees. All legal fees and expenses  incurred by the Landlord
in connection with the review by the Landlord of the Tenant's  request  pursuant
to this Article 11 together  with any legal fees and  disbursements  incurred in
the preparation and review of any  documentation,  will be the responsibility of
the Tenant and will be paid by Tenant  within  five (5) days from  receipt of an
invoice from Landlord, as additional rent.

         11.5. Bankruptcy Insolvency. If this Lease is assigned to any person or
entity pursuant to the provisions of the Federal  Bankruptcy Code, 11 U.S.C. ss.
101, et seq., as subsequently amended ("Bankruptcy Code"), any and all monies or
other  considerations  payable or otherwise to be delivered in  connection  with
such  assignment  will be paid or delivered to Landlord,  will be and remain the
exclusive property of Landlord and will not constitute property 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  will be held in trust for the benefit of Landlord and be
promptly paid to or turned over to Landlord.  For purposes of Section  365(f)(2)
of the Bankruptcy Code "adequate assurances of future performance" will include,
but not be limited to, a Security Deposit, net worth, and creditworthiness equal
to that of Tenant on the date of this Lease.  Any person or entity to which this
Lease is assigned  pursuant to the  provisions of the Bankruptcy  Code,  will be
deemed without Anther 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 will
upon  demand  execute and deliver to  Landlord  an  instrument  confirming  such
assumption.

12.      DEFAULT, REMEDIES
         -----------------

         12.1.  Defaults by Tenant.  The occurrence of any of the following will
constitute a default under this Lease by Tenant:

                  (i) any failure by Tenant to pay an installment of Base Annual
Rent or to make any other  payment  required  under this Lease when due  [except
that the first time such failure occurs during each calendar  year,  Tenant will
not be in default unless Tenant fails to pay such sum within five (5) days after
notice from Landlord];

                  (ii) any  failure by Tenant to observe  and  perform any other
provision  of this Lease to be  observed  and  performed  by Tenant,  where such
failure continues for twenty (20) days after notice by Landlord to Tenant;



                                       19

<PAGE>



                  (iii)  failure to take  possession or delivery of the Premises
within ten (10) days after notice from  Landlord that the Premises are ready for
occupancy,  or  abandonment  of the  Premises,  i.e.,  the  failure by Tenant or
Tenant's employees to occupy the Premises for ten (10) consecutive days;

                  (iv)  Tenant's  interest  in this Lease or in all or a part of
the  Premises is taken by process of law  directed  against  Tenant,  or becomes
subject to any attachment at the instance of any creditor of or claimant against
Tenant, and such attachment is not discharged within ten (10) days;

                  (v) Tenant or any guarantor of Tenant's obligations under this
Lease: (a) is unable to pay such party's debts generally as they become due; (b)
makes an assignment of all or a  substantial  part of such party's  property for
the benefit of  creditors;  (c)  convenes  or attends a meeting of such  party's
creditors,  or any class thereof, for purposes of effecting a moratorium upon or
extension or composition  of such party's debts;  (d) applies for or consents to
or  acquiesces  in  the  appointment  of a  receiver,  trustee,  liquidator,  or
custodian of such party or of all or a substantial part of such party's property
or of the  Premises  or of  Tenant's  interest  in this  Lease;  or (e)  files a
voluntary   petition  in  bankruptcy   or  a  petition  or  an  answer   seeking
reorganization   under  the  Bankruptcy  Code  or  any  other  law  relating  to
bankruptcy,  insolvency,  reorganization  or relief of debtors or an arrangement
with  creditors,  or takes  advantage of any  insolvency  law or files an answer
admitting the material allegations of a petition filed against such party in any
bankruptcy, relief, reorganization or insolvency proceedings;

                  (vi) Tenant or any  guarantor  of Tenant's  obligations  under
this Lease takes any corporate  action to authorize any of the actions set forth
in Section 12.1(v); or

                  (vii) the entry of a court order,  judgment or decree  against
Tenant or any guarantor of Tenant's  obligations  under this Lease,  without the
application,  approval  or consent of such party,  approving a petition  seeking
reorganization  of such party or relief of debtors under the Bankruptcy  Code or
any other law relating to bankruptcy,  insolvency,  reorganization, or relief of
debtors or granting  an order for relief  against it as debtor or  appointing  a
receiver,  trustee,  liquidator,  or  custodian  of  such  party  or of all or a
substantial  part of such  party's  property  or of the  Premises or of Tenant's
interest in this Lease,  or  adjudicating  such party  bankrupt or insolvent and
such  order,  judgment or decree  will not be  vacated,  set aside or  dismissed
within sixty (60) days from the date of entry.

         12.2. Remedies.  Upon the occurrence of any event of default enumerated
in Section 12.1.  Landlord will have the option of (i) terminating this Lease by
notice thereof to Tenant or (ii)  continuing this Lease in full force and effect
and/or (iii) performing the obligation of Tenant.

                  (a)  Termination  of Lease.  In the event  Landlord  elects to
terminate this Lease, upon notice to Tenant this Lease will end as to Tenant and
all persons  holding under Tenant,  and all of Tenant's rights will be forfeited
and lapsed,  as fully as if this Lease had  expired by lapse of time,  and there
will be recoverable from Tenant:  (i) the cost of restoring the Premises to good
condition,  normal wear and tear excepted,  (ii) all accrued,  unpaid sums, plus
Interest and late charges, if in arrears, under the term of this Lease up to the
date of  termination,  (iii)  Landlord's  cost of  recovering  possession of the
Premises, and (iv) rent and other sums accruing subsequent to the date of


                                       20

<PAGE>



termination pursuant to the holdover provisions of Section 2.3.  Notwithstanding
any provision in this Lease to the contrary, if Tenant's default is by reason of
Tenant's failure to pay rents,  Landlord will, at Landlord's option, be entitled
to liquidated damages equal to six (6) monthly  installments of Base Annual Rent
and, if Tenant's  default  constitutes an  anticipatory  breach under Texas law,
Landlord  shall also be entitled to collect all other  damages  permitted  under
Texas law for anticipatory breach. The Landlord will at once have all the rights
of re-entry upon the Premises, without becoming liable for damages, or guilty of
a trespass.

                  (b)  Continuation  of Lease. In the event that Landlord elects
to  continue  this Lease in full force and effect  Tenant  will  continue  to be
liable for all rents. Landlord will nevertheless have all the rights of re-entry
upon the Premises without becoming liable for damages,  or guilty of a trespass.
Landlord,  after  re-entry,  may  relet  all or a  part  of  the  Premises  to a
substitute  tenant or tenants,  for a period of time equal to or less or greater
than the remainder of the Term on whatever  terms and  conditions  Landlord,  at
Landlord's sole discretion, deems advisable. Against the rents and sums due from
Tenant to Landlord during the remainder of the Term, credit will be given Tenant
in the net  amount of rent  received  from the new  tenant  after  deduction  by
Landlord  for (i) the costs  incurred  by  Landlord in  reletting  the  Premises
(including, without limitation, remodeling costs, brokerage fees, and the like),
(ii) the accrued sums,  plus Interest and late charges if in arrears,  under the
terms of this Lease,  (iii)  Landlord's  cost of  recovering  possession  of the
Premises,  and (iv) if Landlord elects to store Tenant's  property in accordance
with  Section  7.4 the cost of  storing  any of  Tenant's  property  left on the
Premises after re-entry.  Notwithstanding  any provision in this Section 12.2(b)
to the  contrary,  upon  the  default  of any  substitute  tenant  or  upon  the
expiration of the term of such  substitute  tenant before the  expiration of the
Term  hereof,  Landlord  may, at  Landlord's  election,  either relet to another
substitute  tenant or terminate this Lease and exercise  Landlord's rights under
Section 12.2(a) of this Lease.

                  (c) Performance for Tenant.  In the event that Landlord elects
to perform the obligation(a) of Tenant,  all sums expended by Landlord effecting
such performance  (including  Administrative  Reimbursement  under Section 3.9),
plus Interest thereon, will be due and payable with the next monthly installment
of Base Annual  Rent.  Such sum will  constitute  additional  rental  under tins
Lease,  and failure to pay such sums when due will  enable  Landlord to exercise
all of Landlord's remedies under this Lease.

         12.3.  Remedies  Cumulative.  All rights and remedies of Landlord under
this  Lease  will be  nonexclusive  of and in  addition  to any  other  remedies
available to Landlord at law or in equity.

         12.4. Attorneys' Fees. If legal action is necessary in order to enforce
or interpret  this Lease,  the  prevailing  party will be entitled to reasonable
attorneys'  fees,  costs and  disbursements  in addition to any other  relief to
which such party is entitled.

         12.5. Waiver. No covenant, term or condition or the breach thereof will
be deemed waived, except by written consent of the party against whom the waiver
is claimed and any waiver of the breach of any covenant,  term or condition will
not be deemed to be a waiver of any preceding or  succeeding  breach of the same
or any  other  covenant,  term  or  condition.  Acceptance  by  Landlord  of any
performance  by  Tenant  after the time the same was due will not  constitute  a
waiver by Landlord


                                       21

<PAGE>



of the breach or default of any  covenant  term or  condition  unless  otherwise
expressly agreed to by Landlord in writing.

         12.6.  Landlord's  Lien.  To assure  payment of all sums due under this
Lease and the faithful  performance of all other covenants of the Lease,  Tenant
hereby grants to Landlord an express  contract lien on and security  interest in
all property, chattels or merchandise owned by Tenant which may be placed in the
Premises and also upon all proceeds of any insurance  which may accrue to Tenant
by reason of damage or destruction of any such property.  Landlord will have all
the rights and remedies of a secured party under the Texas Business and Commerce
Code,  and this lien and security  interest may be foreclosed by process of law.
Upon  request by Landlord,  Tenant  agrees to execute and to deliver a financing
statement in form sufficient to perfect the security  interest of Landlord under
the Texas  Business and Commerce  Code.  Tenant  further agrees did Landlord may
file this Lease as a financing statement. The lien and security interest granted
in this Section 12.6 will be cumulative of and in addition to any statutory lien
rights in favor of Landlord, now or hereafter existing.

         12.7. Force Majeure. Any prevention,  delay or stoppage due to strikes,
lockouts, labor disputes, acts of God, inability to obtain labor or materials or
reasonable substitutes therefor (provided such inability does not arise from the
inability of Landlord to pay for same), governmental restrictions,  governmental
regulations,  governmental controls, enemy or hostile governmental action, civil
commotion,  fire or other  casualty,  and other  causes  beyond  the  reasonable
control of the Landlord, will excuse the performance by Landlord for a period of
time equal to any such prevention, delay or stoppage, of any obligation Landlord
is obligated to perform under this Lease.

13.      ESTOPPEL CERTIFICATES
         ---------------------

         13.1. Acknowledgment of Commencement Date. Upon tender of possession of
the  Premises  to the  Tenant and as often  thereafter  as may be  requested  by
Landlord,  Tenant  will,  within ten (10) days after  receipt of a request  from
Landlord,  execute,  acknowledge and deliver to Landlord a statement in the form
of  Exhibit  E which  will  (i) set  forth  the  actual  Commencement  Date  and
Expiration  Date of the Term, and (ii) contain  acknowledgments  that Tenant has
accepted the Premises and that the Premises and Building are satisfactory in all
respects.

         13.2. Certificates.  Tenant will, within ten (10) days after receipt of
a request from Landlord or any mortgagee of Landlord,  execute,  acknowledge and
deliver to Landlord  or such  mortgagee  either a statement  in writing or three
party agreement  among  Landlord,  Tenant and such mortgagee (i) certifying that
this Lease is unmodified and in full force and effect (or, if modified,  stating
the nature of such  modification and certifying that this Lease, as so modified,
is in full force and  effect)  and the date to which Base  Annual Rent and other
charges are paid in advance,  if any; (ii)  acknowledging that there are not, to
Tenant's  knowledge,  any uncured  defaults  on the part of Landlord  under this
Lease, or specifying such defaults if any are claimed,  and (iii) specifying any
further  information  and agreeing to such notice  provisions  and other matters
reasonably  requested by Landlord or such  mortgagee.  Any such statement may be
conclusively  relied  upon  by a  prospective  purchaser  or  mortgagee  of  the
Premises.  Tenant's  failure to deliver such statement within ten (10) days will
constitute a default under this Lease.



                                       22

<PAGE>



         13.3.  Financial  Statements.  Landlord  will have the right to request
financial  statements  from  Tenant  for  purposes  of  selling,   financing  or
refinancing the Building.  Tenant will,  within ten (10) days after receipt of a
request  from  Landlord  setting  forth the  purposes  for which such  financial
statement  will be used,  deliver  to  Landlord  a current  financial  statement
certified  by  Tenant's  chief  financial  officer to be true and correct and to
fairly  express  Tenant's  current  financial  condition.   All  such  financial
statements  will be received by  Landlord  in  confidence  and used only for the
purpose set forth in the request.

14.      SUBORDINATION AND ATTORNMENT
         ----------------------------

         This  Lease is and will be  subject  and  subordinate  to all ground or
underlying  leases which now exist or may  hereafter be executed  affecting  the
Building and to the lien and  provisions  of any mortgages or deeds of trust now
or  hereafter  placed  against the  Building or against  Landlord's  interest or
estate in the Building or on or against any ground or underlying  lease, and any
renewals,  modifications,  consolidations and extensions of such lease,  without
the necessity of the execution  and delivery of any further  instruments  on the
part of Tenant to effect  subordination.  If any  mortgagee,  trustee  or ground
lessor  elects  to have  this  Lease  prior  to the  lien  of such  mortgagee's,
trustee's  or ground  lessor's  mortgage or deed of trust or ground  lease,  and
gives notice of such election to Tenant,  this Lease will be deemed prior to the
lien of such  mortgage or deed of trust or ground  lease,  whether this Lease is
dated prior or subsequent to the date of such mortgage, deed of trust, or ground
lease,  or the date of the  recording  thereof.  Tenant will execute and deliver
upon  request  from   Landlord,   such  further   instruments   evidencing   the
subordination  of this  Lease to any  ground  or  underlying  lease,  and to any
mortgage or deed of trust.  In the event any proceedings are brought for default
under any  ground or  underlying  lease or in the  event of  foreclosure  or the
exercise of the power of sale under any  mortgage  or deed of trust  against the
Premises,  Tenant will,  upon request of any person or party  succeeding  to the
interest of Landlord as a result of such  proceedings,  attorn to such successor
in interest and  recognize  such  successor  in interest as Landlord  under this
Lease.

15.      LANDLORD'S INTEREST
         -------------------

         15.1. Liability of Landlord. If Landlord defaults under this Lease and,
if as a consequence of such default,  Tenant  recovers a money judgment  against
Landlord,  such  judgment  will be  satisfied  orgy out of the right,  title and
interest of Landlord in the  Building  and  Landlord  will not be liable for any
deficiency. In no event will Tenant have the right to levy execution against any
property of Landlord or Landlord's  partners other than  Landlord's  interest in
the Building. In no event will Landlord be liable to Tenant for consequential or
special damages.

         15.2.  Notice to Mortgagee.  If Landlord defaults under this Lease and,
if as a consequence of such default Tenant will have the right to terminate this
Lease,  Tenant will not exercise  such right to  terminate  unless and until (i)
Tenant gives notice of such default (specifying the exact nature of such default
and how such  default may be remedied) to any lessor under a ground lease or any
mortgagee of the Building  whose name and address have been  delivered to Tenant
prior to the time of default  and (ii) such  lessor  and/or  mortgagee  fails to
cure, or to cause to be cured,  such default  within thirty (30) days after such
lessor's or mortgagee's receipt of notice.



                                       23

<PAGE>



         15.3. Sale of Building. The term "Landlord" will mean only the owner at
the time in question of the fee title or a tenant's  interest in a ground  lease
of the  Premises.  The  obligations  contained  in this Lease to be performed by
Landlord will be binding on Landlord and Landlord's  successors and assigns only
during  their  respective  periods of  ownership.  In the event of a sale of the
Building or assignment  of this Lease by Landlord,  Landlord will have the right
to transfer the Security  Deposit to Landlord's  vendee or assignee,  subject to
Tenant's  rights  therein,  and Landlord  will  thereafter  be released from any
liability  to Tenant  with  respect  to the  return of the  Security  Deposit to
Tenant.

16.      NOTICES
         -------

         Wherever  in this Lease it is  required  or  permitted  that a request,
notice or demand be given or served or consent be obtained  by either  party to,
on, or from the other,  such  request,  notice,  demand,  or consent  must be in
writing and either  personally  delivered or mailed by  certified or  registered
United States mail,  postage prepaid,  to the addresses of the parties specified
in the Fundamental Lease  Provisions.  Any notice which is mailed will be deemed
to have  been  given on the  regular  business  day next  following  the date of
deposit of such notice in a  depository  of the United  States  Postal  Service.
Either  party may change such  address by notice to the other.  Base Annual Rent
and other charges will be paid to Landlord at Landlord's address as set forth in
the Fundamental Lease  Provisions,  or as changed pursuant to a notice delivered
to Tenant in the mariner specified above.

17.      BROKERS
         -------

         Tenant represents and warrants that Tenant has had no dealings with any
broker or agent  [other than the  broker(s)  specified  in  Paragraph  11 of the
Fundamental Lease Provisions] in connection with the negotiation or execution of
this Lease.

18.      INDEMNITY
         ---------

         Tenant  will  indemnify  and hold  Landlord  harmless  from all  claims
arising from or in connection with (i) the conduct or management of the Premises
or of any  business  therein,  or any  work or  thing  whatsoever  done,  or any
condition  created  in or about  the  Premises  during  the  Term;  (ii) any act
omission or negligence  of Tenant or any of Tenant's  subtenants or licensees or
the partners, directors, officers, agents, employees, invitees or contractors of
Tenant or of Tenant's  subtenants  or licensees,  (iii) ANY ACCIDENT,  INJURY OR
DAMAGE  WHATSOEVER  OCCURRING IN OR AT THE  PREMISES,  TENANT  HEREBY  EXPRESSLY
INDEMNIFYING  LANDLORD FOR THE  CONSEQUENCES OF ANY NEGLIGENT ACT OR OMISSION OF
LANDLORD,  ITS  AGENTS,  SERVANTS  AND  EMPLOYEES,  UNLESS  SUCH ACT OR OMISSION
CONSTITUTES GROSS NEGLIGENCE OR INTENTIONAL CONDUCT;  (iv) any breach or default
by Tenant in the full and prompt  payment of any amount due Landlord  under this
Lease and/or any breach,  violation or  nonperformance  of any term,  condition,
covenant or other  obligation  of Tenant under this Lease or any  representation
made by Tenant's or any guarantor of Tenant's  obligations  in  connection  with
this Lease; (v) all damages sustained by Landlord as a result of any holdover by
Tenant in the  Premises  including,  but not  limited  to, any claims by another
tenant  resulting  from a delay by  Landlord  in  delivering  possession  of the
Premises to such tenant; (vi) any liens or encumbrances  arising out of any work
performed or materials  furnished by or for Tenant,  including any work Landlord
may have performed or caused to be performed for Tenant for which


                                       24

<PAGE>



Tenant has not paid Landlord;  and (vii)  commissions or other  compensation  or
charges  claimed by any broker or agent [other than the  broker(s)  specified in
the Fundamental Lease  Provisions],  with respect to this Lease by, through,  or
under Tenant. In the event Landlord, without fault on Landlord's part, is made a
party to any litigation  commenced by or against Tenant then Tenant will protect
and hold Landlord harmless and will pay all costs,  expenses and attorneys' fees
incurred or paid by Landlord in connection with such litigation.

19.      SUBSTITUTION OF SPACE
         ---------------------

         19.1.  Substitute Space.  Landlord reserves the right at any time prior
to tender of  possession  of the  Premises  to Tenant or during the Term of this
Lease  after the  Commencement  Date and upon  sixty (60)  days'  prior  notice:
("Substitution  Notice") to substitute other space  ("Substitute  Space") within
the Building for the Premises provided the Rentable Area of the Substitute Space
is approximately the same as the Rentable Area of the Premises.

         19.2. Maximum Base Annual Rent. The Base Annual Rent for the Substitute
Space will be computed by multiplying the number of square feet of Rentable Area
in the Substitute Space by the per rentable square foot Base Annual Rent for the
Premises.

         19.3.   Condition  of  Premises.   If   relocation   occurs  after  the
Commencement  Date,  Tenant will have the election to take the Substitute  Space
"as is" or to have the  Substitute  Space  improved  in  substantially  the same
manner as the  Premises,  such  election to be exercised by notice  delivered to
Landlord within ten (10) days after Tenant's receipt of the Substitution Notice.
Failure by Tenant to notify  Landlord of Tenant's  election  within the ten (10)
day period  will be deemed to be an election  to take the  Substitute  Space "as
is".

         19.4.  Commencement  of Rent.  Rental  for the  Substitute  Space  will
commence to accrue within fifteen (15) days after Landlord tenders possession of
the Substitute Space to the Tenant. Tenant's continued occupancy of the Premises
after such  fifteen  (15) day period will be treated as a holding over by Tenant
under Section 2.3 hereof.

20.      PARKING
         -------

         20.1.  Parking  Spaces.  Landlord  hereby  grants to Tenant and persons
designated by Tenant a license to use the number of parking  spaces set forth in
Paragraph  12 of the  Fundamental  Lease  Provisions  in  that  certain  parking
structure  constructed  within the Building Garage ("Garage") and on the surface
parking Lot ("Lot").  The term of such license will commence on the Commencement
Date and will continue until the earlier to occur of the  Expiration  Date under
the Lease or termination  of the Lease or Tenant's  abandonment of the Premises.
During the term of this  license,  Tenant will pay Landlord the monthly  charges
established  from time to time by  Landlord  for  parking in the Garage and Lot,
payable in advance,  with Tenant's payment of monthly installment of Base Annual
Rental.  The initial  charge for such spaces is set forth in Paragraph 12 of the
Fundamental Lease Provisions. No deductions from the monthly charge will be made
for days on which the Garage and Lot are not used by Tenant. However, Tenant may
reduce the number of parking  spaces  hereunder,  at any time,  by  providing at
least thirty (30) days' advance  written notice to Landlord,  accompanied by any
key-card,  sticker  or other  identification  or  entrance  system  provided  by
Landlord or its parking


                                       25

<PAGE>



contractor,  such  cancellation  will be  irrevocable.  Tenant may, from time to
time,  request additional parking spaces, and if Landlord provides the same, the
spaces will be provided and used on a month-to-month basis, and for such monthly
parking charges as Landlord establishes from time to time.

         20.2.  Control of Parking.  Tenant  shall at all times  comply with all
applicable   ordinances,   rules,   regulations,   codes,  laws,   statutes  and
requirements of all federal,  state, county and municipal governmental bodies or
their  subdivisions  respecting the use of the Garage and Lot. Landlord reserves
the right  from time to time to  adopt,  modify  and  enforce  reasonable  rules
governing  the use of the Garage and Lot,  including  any  key-card,  sticker or
other  identification or entrance system,  and hours of operation.  Landlord may
refuse to permit any person  who  violates  such rules to park in the Garage and
Lot,  and any  violation  of the rules will  subject the car to removal from the
Garage and Lot.

         20.3.  Liability.  The parking spaces  hereunder will be provided on an
unreserved  "first-come,  first-served" basis. Tenant acknowledges that Landlord
has or may  arrange  for the Garage  and Lot to be  operated  by an  independent
contractor,  not affiliated with Landlord.  In such event,  Tenant  acknowledges
that  Landlord  will  have no  liability  for  claims  arising  through  acts or
omissions  of such  independent  contractor.  Landlord  will  have no  liability
whatsoever  for any damage to property or any other items  located in the Garage
and Lot,  nor for any  personal  injuries  or death  arising  out of any  matter
relating to the Garage and Lot, and in all events,  Tenant  agrees to look first
to its insurance  carrier and to require that Tenant's  employees  look first to
their  respective  insurance  carriers  for payment of any losses  sustained  in
connection with any use of the Garage and Lot. Tenant hereby waives on behalf of
Tenant's  insurance  carriers  all rights of  subrogation  against  Landlord  or
Landlord's agents. Landlord reserves the right to assign specific spaces, and to
reserve  spaces for  visitors,  small  cars,  handicapped  persons and for other
tenants,  guests of tenants or other parties,  and Tenant and persons designated
by Tenant  hereunder  will not park in any such  assigned  or  reserved  spaces.
Landlord  also  reserves the right to close all or any portion of the Garage and
Lot in order to make  repairs  or  perform  maintenance  services,  or to alter,
modify,  restripe  or renovate  the Garage and Lot, or if required by  casualty,
strike,  condemnation,  act of God,  governmental  law or  requirement  or other
reason beyond Landlord's reasonable control. If, for any other reason, Tenant or
persons properly  designated by Tenant, are denied access to the Garage and Lot,
and Tenant or such persons will have complied  with this Section 20,  Landlord's
liability  will be limited to parking  charges  (excluding  tickets  for parking
violations) incurred by Tenant or such persons m utilizing  alternative parking,
which amount  Landlord will pay upon  presentation of  documentation  supporting
Tenant's claims in connection therewith.

         20.4.  Default  Remedies.  If Tenant  defaults  under this  Section 20,
Landlord  will have the right to remove  from the  Garage  and Lot any  vehicles
hereunder  which are  involved  or are owned or driven by  parties  involved  in
causing such default without  liability  therefor  whatsoever.  In addition,  if
Tenant  defaults  under this  Section 20 Landlord  will have the right to cancel
Tenant's  parking spaces on ten (10) days' written  notice.  If Tenant  defaults
with respect to the same term or condition under this Section 20 more than three
(3) times during any twelve (12) month period,  the next default of such term or
condition  during the succeeding  twelve (12) month period,  will, at Landlord's
election,  constitute  an  incurable  default  Such  cancellation  right will be
cumulative and in addition to any other rights or remedies available to Landlord
at law or equity, or provided under this Lease.



                                       26

<PAGE>



21.      HAZARDOUS SUBSTANCES
         --------------------

         The  term  "Hazardous  Substances",  as used in this  Lease  will  mean
pollutants,  contaminants,  toxic or hazardous  wastes, or any other substances,
the removal of which is required or the use of which is  restricted,  prohibited
or penalized by any "Environmental Law", which term will mean any federal, state
or local law or ordinance relating to pollution or protection of the environment
Tenant hereby agrees that (i) no activity will be conducted on the Premises that
will produce any Hazardous Substances,  except for such activities that are part
of the ordinary course of Tenant's business activities ("Permitted  Activities")
provided  the  Permitted   Activities  are  conducted  in  accordance  with  all
Environmental  Laws;  (ii) the  Premises  will not be used in any manner for the
storage of any Hazardous  Substances  except for any  temporary  storage of such
materials dud are used in the ordinary course of Tenant's  business  ("Permitted
Materials"),  provided such Permitted  Materials are properly stored in a manner
and location  meeting all  Environmental  Laws; (iii) Tenant will not permit any
Hazardous  Substances to be brought onto the Premises,  except for the Permitted
Materials,  and if so brought or found  thereon,  the same shall be  immediately
removed,  with proper  disposal,  and all required  cleanup  procedures shall be
diligently  undertaken  pursuant to all  Environmental  Laws.  Tenant  agrees to
indemnify  and  hold  Landlord  harmless  from  all  claims,  demands,  actions,
liabilities, costs, expenses, damages and obligations of any nature arising from
or as a result of the violation of the  provisions of this Section 21 by Tenant.
The foregoing indemnification will survive the termination or expiration of this
Lease.

22.      INTERPRETATIVE
         --------------

         22.1. Captions. The captions of the Articles and Sections of this Lease
are for convenience only and will not affect the  interpretation or construction
of any provision of this Lease.

         22.2.  Attachments.  Exhibits,  addenda,  schedules and riders attached
hereto and listed in the Table of Contents of the Lease (and no other  exhibits,
addendums,  schedules and riders) are deemed by attachment to constitute part of
this Lease and are incorporated into this Lease.

         22.3. Number, Gender, Defined Terms. The words "Landlord" and "Tenant",
as used in this Lease,  will include the plural as well as the  singular.  Words
used in the neuter  gender  include the  masculine and feminine and words in the
masculine or feminine gender include the other and the neuter.  If more than one
person or entity  constitutes  Tenant;  the obligations under this Lease imposed
upon Tenant will be joint and several.

         22.4.  Entire  Agreement.   This  Lease,  including  any  exhibits  and
attachments  hereto  listed in the Table of  Contents,  constitutes  the  entire
agreement  between  Landlord and Tenant  relative to the Premises.  Landlord and
Tenant  agree  hereby  that  all  prior  or  contemporaneous  oral  and  written
agreements  between and among themselves or their agents,  including any leasing
agent, and representatives relative to the leasing of the Premises are merged in
or revoked by this Lease.

         22.5.  Amendment.  This Lease and the exhibits and  attachments  may be
altered,  amended or revoked  only by an  instrument  in writing  signed by both
Landlord and Tenant.



                                       27

<PAGE>



         22.6.  Severability.  If any term or provision of this Lease is, to any
extent,  determined  by a court  of  competent  jurisdiction  to be  invalid  or
unenforceable,  the  remainder of this Lease will not be affected  thereby,  and
each remaining term and provision of this Lease will be valid and be enforceable
to the fullest extent permitted by law.

         22.7.  Time of Essence. Time is of  the essence of  this Lease and each
and every provision of this Lease.

         22.8. Best Efforts.  Whenever in this Lease or the Work Letter, if any,
there is imposed upon Landlord the obligation to use Landlord's  best efforts or
reasonable efforts or diligence, Landlord will be required to exert such efforts
or diligence only to the extent the same are economically  feasible and will not
impose upon Landlord extraordinary financial or other burdens.

         22.9.  Binding  Effect.   Subject  to  any  provisions  of  this  Lease
restricting  assignment or subletting by Tenant and releasing Landlord upon sale
of the Building,  all of the provisions of this Lease will bind and inure to the
benefit  of the  parties  to  this  Lease  and  their  respective  heirs,  legal
representatives, successors and assigns.

         22.10. Subtenancies.  The voluntary or other surrender of this Lease by
Tenant, or a mutual cancellation  thereof, will not work a merger of estates and
will, at the option of Landlord,  operate as an assignment to Landlord of any or
all subleases or subtenancies.

         22.11.  No  Reservation.  Submission by Landlord of this  instrument to
Tenant for  examination  or signature  does not  constitute a reservation  of or
option for lease. This Lease will be effective as a lease or otherwise only upon
execution and delivery by both Landlord and Tenant.

         22.12.  Consents.  If  Tenant  requests  Landlord's  consent  under any
provision  of this Lease and  Landlord  fails or  refuses to give such  consent,
Tenant's sole remedy will be an action for specific performance or injunction.

         22.13. Legal Authority. In the event Tenant is a corporation (including
any  form of  professional  association),  then  each  individual  executing  or
attesting this Lease on behalf of such corporation  hereby  covenants,  warrants
and represents  (i) that he is duly  authorized to execute or attest and deliver
this  Lease on behalf of such  corporation  in  accordance  with a duly  adopted
resolution of the  corporation's  board of directors and in accordance with such
corporation's  articles of incorporation  or charter and bylaws;  (ii) that this
Lease is binding upon such  corporation;  (iii) that Tenant is a duly  organized
and legally  existing  corporation  in good standing in the State of Texas;  and
(iv) the  execution  and  delivery of the lease by Tenant will not result in any
breach of or  constitute a default  under any  mortgage,  deed of trust,  lease,
loan, credit agreement  partnership agreement or other contract or instrument to
which  Tenant  is a party  or by which  Tenant  may be  bound.  If  Tenant  is a
corporation,  Tenant will,  within ninety (90) days from the date of this Lease,
deliver to  Landlord  a copy of a  resolution  of  Tenant's  board of  directors
authorizing  or  ratifying  the  execution  and  delivery of this  Lease,  which
resolution will be duly certified to Landlord's satisfaction by the secretary or
assistant secretary of Tenant.



                                       28

<PAGE>



         In the event Tenant is a  partnership  (general or limited),  then each
individual  executing this Lease on behalf of the partnership  hereby covenants,
warrants and  represents  (i) that he is duly  authorized to execute and deliver
this  Lease on behalf of the  partnership  in  accordance  with the  partnership
agreement,  or an  amendment  thereto,  now in  effect;  (ii) that this Lease is
binding upon such  partnership;  (iii) that the Tenant is a duly  organized  and
legally existing partnership and has filed any and all certificates  required by
law;  and (iv) the  execution  and delivery of this Lease will not result in any
breach of or constitute a default  under,  any mortgage,  deed of trust,  Lease,
loan, credit agreement,  partnership agreement,  or other contract or instrument
to which Tenant is a party or by which Tenant may be bound.

         22.14.  Choice of Law. This Lease will be construed under,  governed by
and enforced in accordance with the laws of the State of Texas.



                                       29

<PAGE>



                                    EXHIBIT A

                                LEGAL DESCRIPTION

                             "6500 GREENVILLE PLACE"

BEING a 2.734 acre tract of land  situated in the JOHN C. COOK SURVEY,  ABSTRACT
NUMBER 259, in the City of Dallas,  DALLAS County,  Texas and being a portion of
Lot 3, Block  E/5191 of the CARUTH BYRD  ADDITION #2, an addition to the City of
Dallas  According to the plat  recorded in Volume  81183,  Page 2168 of the Deed
Records of DALLAS County, Texas (DRDCT) and being more particularly as follows:

BEGINNING  at a 1/2 inch iron rod found for the  Northeast  corner of said Lot 3
and being located at the point of  intersection  of the  Southerly  Right-of-Way
line of  Northwest  Highway (a variable  width  right-of-way)  with the Westerly
Right-of-Way  line of a Dallas Power and Light Company  Right-of- Way (a 60 foot
wide Right-of-Way);

THENCE departing the Southerly  Right-of-Way  line of said Northwest Highway and
following the Westerly  Right-of-Way line of said Dallas Power and Light Company
tract  South 10 degrees 30 minutes 52 seconds  West a distance of 726.72 feet to
an "X" cut in concrete  found for the  Southeast  corner of said Lot 3 and being
the Northeast corner of Lt 2, Block E/5191 of said Caruth Byrd Addition #2;

THENCE  departing  the  Westerly  Right-of-Way  line of  Dallas  Power and Light
Company  tract North 79 degrees 52 minutes 00 seconds  West a distance of 102.13
feet to a 5/8 inch iron rod set for the  Southwest  corner of said Lot 3 and the
Northwest  corner of said Lot 2 and being  located in the Easterly  Right-of-Way
line of Greenville Avenue (a 100 feet wide  right-of-way) in a curve to the left
having a radius of 2,040.59 feet, a chord bearing of North 00 degrees 54 minutes
42 seconds West and a chord length of 232.91 feet;

THENCE  along  the  Easterly  Right-of-Way  line of said  Greenville  Avenue  as
follows:

Continuing along said curve to the left through a central angle of 06 degrees 32
minutes  36 seconds  for an arc length of 233.04  feet to a 5/8 inch rod set for
the point of tangency;

North 04 degrees 11  minutes 00 seconds  West a distance  of 99.72 feet to a 5/8
inch iron rod set for the  beginning  of a curve to the right  having  radius of
830.85 feet, a chord  bearing of North 02 degrees 19 minutes 08 seconds East and
chord length of 188.17 feet;

Continuing  along said curve to the right  through a central angle of 13 degrees
00 minutes 14  seconds  for an are length of 188.57  feet to a 5/8 inch iron rod
set for the point of tangency;

North 08  degrees 49 minutes  15  seconds  East a distance  of 175.01  feet to a
concrete  monument  found  for the  most  Southerly  corner  of a tract  of land
described in a deed to the State of Texas  recorded in Volume  91207,  Page 505,
Deed Records, DALLAS County, Texas;



                                      A - 1

<PAGE>



THENCE departing the Easterly  Right-of-Way  line of said Greenville  Avenue and
following  the  Southerly  line of said  State of Texas  tract of land  North 81
degrees 14 minutes 03 seconds  East a distance  of 19069 feet to a 5/8 inch iron
rod set for corner located in the Southerly  Right-of-Way line of said Northwest
Highway;

THENCE along the Southerly  Right-of-Way line of said Northwest Highway North 89
degrees 55 minutes 20  seconds  East a distance  of 190.22  feet to the POINT OF
BEGINNING,  CONTAINING  within  these metes and bounds  2.734 acres of 119,  101
square feet of land, more or less.


                                      A - 2

<PAGE>



                                    EXHIBIT B

                             [Graphic of Floor Plan]


                                      A - 3

<PAGE>



                                    EXHIBIT C

                           OPERATING COST COMPUTATION

         1. Operating Cost Exclusions.  The following are,  without  limitation,
examples of costs excluded from the computation of Operating Costs:

         (a) leasing  commissions,  attorneys,  fees, costs and disbursement and
other  expenses  incurred in connection  with  leasing,  renovating or improving
space for tenants or prospective tenants of the Building;

         (b) costs incurred by  Landlord in the  discharge  of  its  obligations
under the Work Letter,

         (c) costs (including  permit,  license and inspection fees) incurred in
renovating or otherwise improving or decorating,  painting or redecorating space
for tenants or vacant space;

         (d) Landlord's costs of any services sold to tenants for which Landlord
is entitled to be reimbursed  by such tenants as an additional  charge or rental
over and above the Base Annual Rent and Operating  Costs payable under the lease
with such tenant or other occupant;

         (e) any  depreciation  and  amortization  on  the  Building  except  as
expressly permitted herein;

         (f) costs incurred due to violation by Landlord of any of the terms and
conditions of this Lease or any other lease relating to the Building;

         (g) interest on debt or amortization payments on any mortgages or deeds
of trust or any other debt for borrowed money;

         (h) all items and services for which Tenant reimburses Landlord outside
of Operating Costs or pays third persons or which Landlord provides  selectively
to one or more tenants or occupants of the Building  (other than Tenant) without
reimbursement;

         (i) advertising and promotional expenditures;

         (j) repairs or other work  occasioned by fire,  windstorm or other work
paid for through insurance or condemnation proceeds;

         (k) repairs resulting  from any  defect in  the original design or con-
struction of the Building.

         2.  Operating Cost Examples.  The following  are,  without  limitation,
examples of costs included within the computation of Operating Costs:

                  (i)  garbage and waste disposal;


                                      C - 1

<PAGE>




                  (ii)  janitorial  service and window cleaning for the Building
and the Common Areas and Service Areas (including materials,  supplies, Building
standard  light bulbs and ballasts,  equipment and tools therefor and rental and
depreciation  costs  related to any of the  foregoing)  or contracts  with third
parties to provide same;

                  (iii)  security;

                  (iv)  insurance  premiums   (including,   without  limitation,
property,  rental value,  liability and any other types of insurance  carried by
Landlord  with respect to the  Building and the Common Areas and Service  Areas,
the costs of which may  include an  allocation  of a portion of the premium of a
blanket insurance policy maintained by Landlord);

                  (v) business or excise taxes  payable on account of Landlord's
ownership  or  operation  of the Building  (excluding  any  inheritance,  estate
succession,  transfer,  gift,  franchise,  corporation,  income or  profits  tax
imposed upon Landlord);

                  (vi) real estate taxes,  assessments,  excises,  and any other
governmental levies and charges of every kind and nature whatsoever, general and
special,  extraordinary and ordinary, foreseen and unforeseen,  which may during
the Term be levied or assessed  against,  or wising in connection  with the use,
occupancy,  operation  or  possession  of, the Building and the Common Areas and
Service Areas, or any part thereof,  or substituted,  in whole or in part, for a
real estate tax, assessment, excise or governmental charge or levy previously in
existence,  by any  authority  having  the  direct  or  indirect  power  to tax,
including  interest on  installment  payments and all costs and fees  (including
attorneys'  fees) incurred by Landlord in contesting or negotiating  with taxing
authorities as to same; provided,  however, Landlord will have the option to pay
any of the  foregoing as rentals under a ground lease  arrangement  with the fee
simple  titleholder  to the  land  upon  which  the  Building  is,  or is to be,
constructed;

                  (vii) water and sewer charges and any add-ons;

                  (viii) operation,   maintenance,   and   repair  (to   include
replacement  of  components)  of the Building,  including but not limited to all
floor,  wall and window  coverings  and personal  property in the Common  Areas,
Building  systems  such  as  heat,  ventilation  and  air  conditioning  system,
elevators,  escalators,  and all other mechanical or electrical  systems serving
the Building and the Common Areas and Service Areas and service  agreements  for
all such systems and equipment;

                  (ix)  charges for any easement  maintained  for the benefit of
the  Building or the  license,  permit and  inspection  fees;  Common  Areas and
Service Areas;

                  (xi)  compliance  with any fire  safety or other  governmental
rules,  regulations,  laws, statutes,  ordinances or requirements imposed by any
governmental  authority or insurance company with respect to the Building during
the Term hereof;



                                      C - 2

<PAGE>



                  (xii)  wages,  salaries,  employee  benefits  and taxes (or an
allocation  of the  foregoing)  for  personnel  working  full  or  part  time in
connection  with the operation,  maintenance  and management of the Building and
the Common Areas and Service Areas;

                  (xii)  accounting  and legal  services  (but  excluding  legal
services in connection  with  negotiations  and disputes  with specific  tenants
unless the matter involved affects all tenants of the Building);

                  (xiv)  administrative and management fees for the Building and
Landlord's overhead expenses directly attributable to Building management;

                  (xv)   indoor or outdoor landscaping;

                  (xvi)  depreciation  (or  amortization)  of  Required  Capital
Improvements and Cost Savings Improvements. "Required Capital Improvements" will
mean capital improvements or replacements made in or to the Building in order to
conform to any law,  ordinance,  rule,  regulation or order of any  governmental
authority having jurisdiction over the Building, including, without limitations,
The Americans with Disabilities Act or Texas  Architectural  Barriers Act. "Cost
Savings  Improvements" will mean any capital  improvements or replacements which
are intended to reduce,  stabilize or limit increases in Operating  Costs.  [The
cost of Cost Savings  Improvements  will be  amortized  by spreading  such costs
uniformly  over a term equal to the lesser of (a) the period of years over which
the amount by which  Operating  Costs are reduced  would be equal to the cost of
such  installation  or  (b)  ten  (10)  years.  The  cost  of  Required  Capital
Improvements  and  depreciable  (or  amortizable)  maintenance  and repair items
(e.g.,  painting of Common Areas,  replacement  of carpet in elevator  lobbies),
will be  amortized by spreading  such costs  uniformly  over a term equal to the
lesser of (a) the period employed by Landlord for federal income tax purposes or
(b) ten (10) years.]

                  (xvii) Interest (as defined in Section 3.8 of the Supplemental
Lease  Provisions)  upon  the  undepreciated  (or  unamortized)  balance  of the
original  cost of items  which  the  Landlord  is  entitled  to  depreciate  (or
amortize) as an Operating Cost;

                  (xviii) expenses and fees (including attorneys' fees) incurred
contesting of the validity or applicability of any governmental enactments which
may affect Operating Costs; and

                  (xix) the costs incurred by Landlord for (i) any and all forms
of fuel or energy  utilized in connection with the operation,  maintenance,  and
use of the Building, Common Areas and Service Areas, (ii) sales, use, excise and
other taxes assessed by governmental  authorities on energy  sources,  and (iii)
other costs of providing energy to the Building, Common Areas and Service Areas.

         3. Landlord will credit against Operating Costs any refunds received as
a result of tax contests,  after  deduction for  Landlord's  costs in connection
with same.

         4. The  foregoing  provisions  of this  Exhibit C will not be deemed to
require Landlord to furnish or cause to be furnished any service or facility not
otherwise required to be furnished by


                                      C - 3

<PAGE>



Landlord  pursuant  to the  provisions  of this  Lease,  although  Landlord,  in
Landlord's absolute discretion, may choose to do so from time to time.




                                      C - 4

<PAGE>



                                    EXHIBIT D

                               RULES & REGULATIONS

1.   Except  as  specifically  provided  for in this  Lease,  no sign,  placard,
     picture,  advertisement,  name or notice will be  inscribed,  displayed  or
     printed  or  affixed  on or to any part of the  outside  or  inside  of the
     Building or the  Premises  without the  written  consent of Landlord  first
     having been obtained.

2.   Any directory of the Building  provided by Landlord will be exclusively for
     the  display  of the name and  location  of tenants  in the  Building,  and
     Landlord  reserves the right to exclude any other names  therefrom  and may
     limit  the  number of  listings  per  tenant.  Tenant  will pay  Landlord's
     standard charge for Tenants listing thereon and for any changes by Tenant.

3.   Tenant  will not place  anything  or allow  anything  to be placed near the
     glass of any window,  door,  partition  or wall which may appear  unsightly
     from outside the Premises. No awnings or other projections will be attached
     to the outside walls and roof of the Building without prior written consent
     of Landlord. No curtains,  blinds, shades or screens will be attached to or
     hung in or used in  connection  with  any  window  or door of the  Premises
     without the prior consent of Landlord.

4.   "Normal  Business  Hours" for purposes of Landlord's  obligation to provide
     air  conditioning  (both  heating and cooling)  will mean 7:00 a.m. to 6:00
     p.m.  Monday through  Friday and 8:00 a.m. to 1:00 p.m. on Saturday  except
     for the following holidays:  New Year's Day, Presidents' Day, Memorial Day,
     Independence Day, Labor Day, Columbus Day, Veterans' Day,  Thanksgiving and
     Christmas.

5.   The  Premises  will  not be  used  for  the  manufacturing  or  storage  of
     merchandise  except as such  storage  may be  incidental  to the use of the
     Premises for the purposes permitted in this Lease. The Premises will not be
     used for lodging or sleeping, or for any illegal purposes.

6.   The sidewalks,  halls, passages, exits, entrances,  elevators and stairways
     will not be  obstructed  by any of the  tenants  or be used by them for any
     purpose other than for ingress to and egress from their  respective  leased
     premises.  The halls, passages,  exits,  entrances,  elevators,  stairways,
     terraces and roof are not for the use of the general  public,  and Landlord
     will in all cases retain the right to control and prevent access thereto by
     all  persons  whose  presence,  in  the  judgment  of  Landlord,   will  be
     prejudicial  to the  safety,  character,  reputation  and  interest  of the
     Building and its tenants,  provided that nothing  herein  contained will be
     construed to prevent such access to persons with whom Tenant normally deals
     in the  ordinary  course of  business,  unless such  persons are engaged in
     illegal activities. No tenant and no employee or invitee of any tenant will
     go upon the roof of the Building.



                                      D - 1

<PAGE>



7.   Except as expressly  permitted in writing by Landlord,  no additional locks
     or bolts of any kind will be placed  upon any of the  doors or  windows  by
     Tenant~ nor will any changes be made to  existing  locks or the  mechanisms
     thereof.  Landlord  will  furnish two (2) keys for each lock it installs on
     the  Premises  without  charge to Tenant  Landlord  will make a  reasonable
     charge for any  additional  keys  requested  by Tenant and Tenant  will not
     duplicate  or  obtain  keys  from any other  source.  Tenant  will upon the
     termination  of the  Term of this  Lease  return  to  Landlord  all keys so
     issued.  The Tenant will bear the cost for the replacing or changing of any
     lock or locks due to any keys issued to Tenant being lost.

8.   The toilets and wash basins and other  plumbing  fixtures  will not be used
     for any purpose  other than those for which they were  constructed,  and no
     sweepings, rubbish, rags or foreign substances will be thrown therein.

9.   No  furniture,  freight or  equipment  of any kind will be brought into the
     Building  without the consent of Landlord,  and all moving of the same into
     or out of the  Building  will be done at such  time and in such  manner  as
     Landlord will designate.  No furniture,  packages,  supplies,  equipment or
     merchandise  will be received in the  Building or carried up or down in the
     elevators  except  between  such hours and in such  elevators  that will be
     designated  by  Landlord.  There  will  not be used in any  space or in the
     public areas of the Building,  either by Tenant or others,  any hand trucks
     except those equipped with rubber tires and side guards.

10.  No tenant will make or permit to be used any unseemly or disturbing noises,
     or disturb or interfere with occupants of this or neighboring  buildings or
     leased  premises,  whether  by the use of any  musical  instrument,  radio,
     phonograph,  unusual  noise or in any  other  way.  No  Tenant  will  throw
     anything out of doors or down the passage ways.

11.  Tenant will not use or keep in the Premises or the  Building any  kerosine,
     gasoline,  or any inflammable,  combustible or explosive fluid, chemical or
     substance or use any method of heating or air conditioning other than those
     supplied or approved by Landlord.

12.  Tenant will see that the windows and doors of the  Premises  are closed and
     surely locked before leaving the Building.  No tenant will permit or suffer
     any windows to be opened in the Premises while the air  conditioning  is in
     operation  except at the direction of Landlord.  Tenant must observe strict
     care and caution that all water  faucets and other  apparatus  are entirely
     shut off before Tenant and Tenant's employees leave the Building,  and that
     all electricity,  gas or air  conditioning  will likewise be carefully shut
     off so as to prevent  waste or  damage;  for any  default or  carelessness,
     Tenant  will make good all  injuries  sustained  by all  other  tenants  or
     occupants or Landlord of the Building.

13.  Landlord  reserves  the right to  exclude or expel  from the  Building  any
     person  who, in the  judgment  of  Landlord,  is  intoxicated  or under the
     influence  of  liquor  or  drugs,  or who will in any  manner do any act in
     violation of any of the rules or regulations of the Building.

14.  The requirements of Tenant will be attended to only upon application at the
     office of Building.  Employees of the Landlord will not perform any work or
     do anything outside of


                                      D - 2

<PAGE>



     their regular duties unless under special  instructions from Landlord,  and
     no  employees  will admit any person  (Tenant or  otherwise)  to any office
     without specific instructions from Landlord.

15.  No tenant will disturb,  solicit,  or canvass any occupant of the Building,
     nor will Tenant permit or cause others to do so, and Tenant will co-operate
     to prevent same by others.

16.  No vending  machine  or  machines  of any  description  will be  installed,
     maintained  or operated  upon the Premises  without the written  consent of
     Landlord.  Tenant will not permit in the Premises any cooking or the use of
     apparatus for the  preparation  of any food or beverages  (except where the
     Landlord has approved the installation of cooking facilities as part of the
     Tenants leasehold  improvements),  nor the use of any electrical  apparatus
     likely to cause an overload of the electrical circuits.

17.  All persons entering and leaving the Building at any time other than during
     normal  business  hours will  register  in the books kept by Landlord at or
     near the night  entrance or entrances,  and Landlord will have the right to
     prevent any persons entering or leaving the Building unless provided with a
     key to the  premises to which such person seeks  entrance,  and a pass in a
     form to be approved  by Landlord  and  provided  at Tenant's  expense.  Any
     persons  found in the  Building at such times  without  such keys or passes
     will  be  subject  to the  surveillance  of the  employees  and  agents  of
     Landlord.  Landlord will be under no responsibility  for failure to enforce
     this rule.

18.  Tenant will not use any janitor closets or telephone or electrical  closets
     for anything other than their originally  intended  purposes.  In the event
     Tenant will purchase  privately  owned  communications  equipment for which
     telephone  closets were not installed in connection with initial  occupancy
     of Tenant,  such  equipment  will not be  installed  in existing  telephone
     closets.

19.  Tenants  right  to have  heavy  furnishings,  equipment  and  files  in the
     Premises  will be  limited  to items  weighing  less than the  load-bearing
     limits of floors  within the Premises as  established  by  Landlord.  Heavy
     items must be placed in  locations  approved in advance by  Landlord.  Upon
     written demand from Landlord, Tenant will promptly remove from the Premises
     any items  which,  in the  judgment of  Landlord,  constitute  a structural
     overload on floors within the Premises.  If Landlord  approves the presence
     of a heavy item for which reinforcement of the floor or other precautionary
     measures  are  necessary,   Tenant  will  bear  the  entire  cost  of  such
     reinforcement  or  other  precautionary  measures.  If  the  services  of a
     structural  engineer  are,  in  the  judgment  of  Landlord,  necessary  to
     determine  the  location for and/or  precautionary  measures to be taken in
     connection with any heavy load, Landlord will engage such engineer, but the
     fees and expenses of such engineer will be paid by Tenant upon demand.

20.  Tenant will not,  without the prior  written  consent of Landlord,  use the
     name or any  photograph,  drawing or other likeness of the Building for any
     purpose other than as the address of the business to be conducted by Tenant
     in the  Premises,  nor will  Tenant  do or  permit  anything  to be done in
     connection with Tenant's business or advertising which, in


                                      D - 3

<PAGE>



     the  reasonable  judgment of Landlord,  might  mislead the public as to any
     apparent  connection or  relationship  between  Landlord,  the Building and
     Tenant.

21.  TENANT, ITS INVITEES, AND EMPLOYEES SHALL BE ALLOWED TO SMOKE ONLY IN THOSE
     DESIGNATED SMOKING AREAS OUTSIDE THE BUILDING.



                                      D - 4

<PAGE>




                                    EXHIBIT E

                     CERTIFICATE OF ACCEPTANCES OF PREMISES

     Re: Office  Building Lease for space in 6500  Greenville  Place executed on
the 3rd day of February,  1998, between  Greenville Avenue  Properties.  Ltd. as
"Landlord", and Preferred Voice, Inc., as "Tenant".

Landlord and Tenant hereby agree that:

1.   Except for those items shown on the attached  "punch  list" which  Landlord
     will use  Landlord's  best efforts to remedy  within N/A ____ days from the
     date of this  Certificate,  Landlord has fully  completed the  construction
     work required under the terms of the Lease and the Work Letter.

2.   The Premises are  tenantable,  the Landlord has no further  obligation  for
     construction (except as specified above), and Tenant acknowledges that both
     the Building and the Premises are satisfactory in all respects.

3.   The Commencement Date of the Lease is the 5th day of February, 1998.

4.   The Expiration Date of the Lease is be the 28th day of February, 1999.

All other terms and conditions of the Lease are hereby ratified and acknowledged
to be unchanged.

EXECUTED this 3rd day February, 1998.

TENANT:                               LANDLORD:

PREFERRED VOICE, INC.                 GREENVILLE AVENUE PROPERTIES, LTD.
                                      By: LHTE Properties, Inc., General Partner

By: /s/ Mary G. Merritt               By: /s/ Graham McFarlane
    --------------------------            --------------------------------------
Name: Mary G. Merritt                 Name: Graham McFarlane
     -------------------------              ------------------------------------
Title: VP Finance/Secretary           Title: Vice President
       -----------------------               -----------------------------------

ATTEST:

By:
     -------------------------
Name:
     -------------------------
Title:
     -------------------------


[GRAPHICS]





                                      E - 1

<PAGE>




                                     RIDER 1

                                   WORK LETTER
                                       TO
                             OFFICE LEASE AGREEMENT
                                     BETWEEN
                       GREENVILLE AVENUE PROPERTIES, LTD.
                                       AND
                              PREFERRED VOICE, INC.

         This Rider sets forth the respective obligations of, and the procedures
to be followed by,  Landlord and Tenant in the design and  construction of those
improvements  that will prepare the initial  Premises  described in Exhibit B of
the Lease for Tenant's use and occupancy.

1.       The Work.
         --------

         The "Work" will consist of SHAMPOOING THE EXISTING CARPETS AND TOUCH UP
PAINTING TWO (2) WALLS WHERE PREVIOUS OCCUPANT REMOVED LOGO FROM THE WALL.



                                   Rider I - 1