ASSIGNMENT AND ASSUMPTION OF LEASE

     THIS  ASSIGNMENT  AND ASSUMPTION OF LEASE (this  "Assignment")  is made and
entered  into this 18th day of December  1998 (the  "Effective  Date'),  between
PINACOR  INC.,  a Delaware  corporation  ("Assignee"),  having an office at 3001
South Priest Drive, Tempe,  Arizona 85282-3492,  Attention:  Robert G. O'Malley,
and, ELECTRONIC DATA SYSTEMS CORPORATION,  a Delaware corporation  ("Assignor"),
having  an office at 5400  Legacy  Drive,  H3-2F-53,  Plano,  Texas  75024-3105,
Attention: Real Estate Leasing.

                                    RECITALS

     WHEREAS,  Assignor,  as tenant,  and KREG-SW,  L.P.,  a California  limited
partnership,  as Landlord,  entered into a lease (the "Original  Lease"),  dated
October  29,  1996,  as amended by a (a) First  Amendment  to Lease (the  "First
Amendment"), dated April 24, 1997 and (b) Second Amendment to Lease (the "Second
Amendment"),  dated  September  18, 1997 (the  Original  Lease as amended by the
First Amendment and Second  Amendment is herein called,  the "Lease"),  covering
the building and property  (collectively the "Leased  Property")  located at 105
Bethany Road, Allen,  Texas, as more particularly  described in the Lease, which
is attached hereto as Exhibit "A".

     WHEREAS,  the Lease and the Leased Property were conveyed by KREG-SW,  L.P.
to TriNet  Corporate  Partners 11, L.P.  ("TriNet")  and TriNet is presently the
Landlord under the Lease.

     WHEREAS,  the parties  desire to provide  herein for the  assignment of all
rights,  titles and  interests of Assignor to  Assignee,  in and to the Lease as
herein contained.

     NOW,  THEREFORE,  Assignor and  Assignee,  in  consideration  of the sum of
$10.00, and other good and valuable  consideration,  the receipt and sufficiency
of which is hereby acknowledged and confessed, effective as of December 31, 1998
(the "Effective Date"), agree as follows:

     1.   Assignor hereby grants, sells, conveys, assigns,  transfers, sets over
          and delivers to Assignee all rights,  titles and interests of Assignor
          in and to the Lease and any security  deposits  delivered to Landlord,
          together with all its rights, privileges and benefits in the Lease for
          the remainder of the Lease term,  subject to the terms and  conditions
          set forth in the Lease.

     2.   As of the  Effective  Date,  Assignee  assumes  any and all rights and
          obligations  of  Assignor  under the Lease  which are to be  performed
          after the Effective  Date and shall comply with all of the  covenants,
          terms, conditions and obligations under the Lease so assumed.

     3.   Pursuant  to the terms and  conditions  of the Lease,  Assignor  shall
          remain  liable  under the Lease  notwithstanding  the  assignment  and
          assumption stated herein.

               A. Assignee  hereby  agrees to fully  indemnify and hold Assignor
          harmless  from and  against  any and all costs,  claims,  liabilities,
          actions or causes of action  incurred by Assignor,  resulting from and
          related to the obligations under the Lease so assumed,  including, but
          not limited to, claims  arising from  negligence,  willful  actions or
          breach of the Lease by Assignee.

               B. Assignee  hereby  agrees to deliver to Assignor  copies of all
          notices  requiring  remedial  actions by  Assignee  and all notices of
          default  delivered to Assignee  under the Lease.  Assignor  will have,
          among any other remedies available to Assignor,  the right to cure any

                                       1
<PAGE>
          defaults by Assignee under the Lease and to receive full reimbursement
          from  Assignee  for all costs  incurred by Assignor in making any such
          cure.

     4.   Assignor hereby agrees to fully  indemnify and hold Assignee  harmless
          from and against any and all costs,  claims,  liabilities,  actions or
          causes of action incurred by Assignee resulting from or related to the
          negligence,  willful  actions or breach of the Lease by Assignor prior
          to the Effective Date.

     5.   Pursuant  to  the  Lease,  this  Assignment  is  not  be  valid  until
          Landlord's written consent is obtained and delivered to each party.

     6.   This Assignment may not be changed, modified, discharged or terminated
          orally or in any other manner than by an  agreement in writing  signed
          by the parties hereto or their respective successors and assigns.

     7.   This  Assignment  has been  executed  and  delivered  pursuant to that
          certain Asset  Purchase  Agreement (the "Asset  Purchase  Agreement"),
          dated  December 18, 1998,  by and between  Assignor,  Assignee and EDS
          Technical   Products   Corporation,   a  Delaware   corporation.   All
          warranties,  representations  and  covenants  set  forth in the  Asset
          Purchase  Agreement  concerning  the  Premises,  the  Lease  and  this
          Assignment shall survive the execution and delivery of this Assignment
          and shall not be affected hereby.

                               INTENTIONALLY BLANK

                                       2
<PAGE>
     IN WITNESS  WHEREOF,  the parties have  hereunto set their hands on the day
and year below their respective signatures.

ASSIGNOR:                               ASSIGNEE:

ELECTRONIC DATA SYSTEMS CORPORATION     PINACOR INC.


By: /s/ Daniel F. Busch                 By  /s/ F. G. Mantori
   ------------------------------          ---------------------------
Name: Daniel F.  Busch                  Name: F. G. Mantori
                                              ------------------------
Title: Real Estate - Division Manager   Title: President
                                              ------------------------
<PAGE>
                                 LEASE AGREEMENT

                                 BY AND BETWEEN

                 KREG-SW, L.P., a California limited partnership
                                   (Landlord)

                                       AND

                     ELECTRONIC DATA SYSTEMS CORPORATION, a
                              Delaware corporation
                                    (Tenant)

                             FOR PREMISES LOCATED AT

                    THE SOUTHEAST CORNER OF BETHANY DRIVE AND
                              ENTERPRISE BOULEVARD
                                   ALLEN, TEXAS
<PAGE>
                                TABLE OF CONTENTS

                                                                            PAGE

 1.      DEFINITIONS AND BASIC PROVISIONS .....................................1

 2.      GRANTING CLAUSE ......................................................2

 3.      USE ..................................................................2

 4.      PARKING ..............................................................2

 5.      RENT .................................................................3

 6.      REAL ESTATE TAXES ....................................................3

 7.      PERSONAL PROPERTY TAXES ..............................................4

 8.      DELIVERY OF PREMISES .................................................4

 9.      BUILDING SHELL AND TENANT IMPROVEMENTS ...............................4

 10.     COMMENCEMENT DATE ....................................................6

 11.     BUILDING SERVICES ....................................................6

 12.     LANDLORD'S REPAIR AND MAINTENANCE RESPONSIBILITIES ...................7

 13.     TENANT'S REPAIR AND MAINTENANCE RESPONSIBILITIES .....................7

 14.     ALTERATIONS ..........................................................7

 15.     ENTRY BY LANDLORD ....................................................8

 16.     LOCKED DOCUMENTATION ROOMS ...........................................8

 17.     INSURANCE - REQUIREMENTS .............................................8

 18.     WAIVER OF SUBROGATION ................................................9

 19.     FIRE OR OTHER CASUALTY ...............................................9

 20.     INDEMNIFICATION .....................................................10

 21.     CONDEMNATION ........................................................10

 22.     ASSIGNMENT AND SUBLETTING ...........................................11

 23.     DEFAULT AND REMEDIES ................................................11

 24.     LANDLORD WAIVERS ....................................................13

 25.     TENANT'S SECURITY REQUIREMENTS ......................................13

 26.     SUBORDINATION AND ATTORNMENT ........................................13
<PAGE>
 27.     ESTOPPEL CERTIFICATE ................................................13

 28.     SURRENDER OF POSSESSION .............................................14

 29.     NON-WAIVER ..........................................................14

 30.     BUILDING COMPLIANCE .................................................14

 31.     HAZARDOUS MATERIALS .................................................14

 32.     TRANSFER OF PROPERTY BY LANDLORD ....................................Is

 33.     CIPHER LOCKS AND SECURITY SYSTEM ....................................15

 34.     CONFIDENTIALITY/MEDIA RELEASES ......................................15

 35.     COMMUNICATIONS EQUIPMENT ............................................15

 36.     LANDLORD REPRESENTATIONS AND WARRANTIES .............................16

 37.     DISADVANTAGED OR WOMEN-OWNED BUSINESSES .............................16

 38.     FORCE MAJEURE .......................................................17

 39.     BROKERS .............................................................17

 40.     SIGNAGE .............................................................17

 41.     HOLDING OVER ........................................................17

 42.     ATTORNEYS' FEES .....................................................17

 43.     QUIET ENJOYMENT .....................................................17

 44.     NOTICES .............................................................17

 45.     ENTIRE AGREEMENT ....................................................17

 46.     AMENDMENTS ..........................................................17

 47.     LEGAL INTERPRETATION ................................................17

 48.     OPTION TO RENEW .....................................................18

 49.     AUTHORITY TO ENTER INTO LEASE .......................................18

 50.     PARTIES BOUND .......................................................18

 51.     TRANSFER OF LANDLORD'S INTEREST .....................................18

 52.     RIGHT TO PERFORM ....................................................18

 53.     LIMITATION ON LIABILITY .............................................19

 54.     GENERAL PROVISIONS ..................................................19
<PAGE>
EXHIBITS:

"A"              Legal Description

"B"              Building Shell Outline Specifications

"C"              Site Plan

"D"              Tenant Improvements Outline Specifications

"E"              Change Order

"F"              Estoppel Certificate
<PAGE>
                                 LEASE AGREEMENT

         This Lease  Agreement (this "Lease") is entered into as of the 29th day
of October,  1996, by and between Landlord and Tenant. This Lease is not binding
between the parties  stated  herein until  Landlord and Tenant have executed and
delivered an original of this Lease.  Upon the terms and conditions  hereinafter
set forth, Landlord and Tenant agree as follows:

1.   DEFINITIONS  AND BASIC  PROVISIONS.  The  following  definitions  and basic
     provisions  shall be used in conjunction  with and limited by the reference
     thereto in the provisions of this Lease:

      A.   "Landlord":                   KREG-SW,   L.P.,   a  California
                                         limited   partnership,   or  its
                                         successors and/or assigns

      B.   Landlord Notice Address:      c/o Koll Real Estate Group
                                         8411 Preston Road, Suite 700
                                         Dallas, Texas 75225

      C.   Landlord Payment Address:     8411 Preston Road, Suite 700
                                         Dallas, Texas 75225

      D.   Landlord Federal Tax ID:      33-0580212
                                         -------------------------
      E.   "Tenant":                     ELECTRONIC DATA SYSTEMS
                                         CORPORATION, a Delaware
                                         corporation

      F.   Tenant Notice Address:        5400 Legacy Drive (H3-2F-53)
                                         Plano, Texas 75024-3105
                                         Attention: Real Estate Leasing

      G.  "Property":  That  certain  tract or parcel of land  located in Collin
          County,   Texas   consisting  of  approximately   13.67  acres,   more
          particularly  described and shown on Exhibit "A",  attached hereto and
          incorporated herein by reference.

      H.  "Building  Shell":  The  building  to be  constructed  by  Landlord at
          Landlord's  expense,  in  consideration  of the Base  Rent  (hereafter
          defined),  consisting of approximately 261,700 rentable square feet as
          more particularly  described in the outline  specifications in Exhibit
          "B"  ("Building  Shell Outline  Specifications),  attached  hereto and
          incorporated herein by reference.

      I.  "Site Work": The earth work, parking lot, sidewalks and landscaping to
          be constructed by Landlord at Landlord's  expense, in consideration of
          the Base Rent,  as more fully  described  in the Site Plan  (hereafter
          defined),  attached hereto as Exhibit "C", and incorporated  herein by
          reference.

      J.  "Tenant Improvements": The interior improvements to the Building Shell
          to be constructed by Landlord at Landlord's  expense, in consideration
          of the Base  Rent and in  accordance  with  the  "Tenant  Improvements
          Outline  Specifications"  (herein so called) described on Exhibit "D",
          attached  hereto and  incorporated  herein by reference.  The Building
          Shell  Outline  Specifications  and the  Tenant  Improvements  Outline
          Specifications  are sometimes  referred to herein  collectively as the
          "Outline Specifications".

      K.  "Building": The completed Building Shell and the Tenant Improvements.

                                       -1-
<PAGE>
      L.  "Premises":  The  Property,  the Site Work,  the Building  Shell,  the
          Tenant Improvements and the Building.

      M.  "Completion   Date":  The  date  upon  which  Landlord   substantially
          completes  the Tenant  Improvements,  the Site Work and any other work
          required of  Landlord in  accordance  with the  Working  Drawings  and
          Specifications.

      N.  "Outside Completion Date": October 13, 1997.

      0.  "Scheduled Completion Date": June 13, 1997.

      P.  "Term": A period of 7 years,  commencing on the 13th day of June, 1997
          (the "Commencement  Date"),  subject to the provisions of Paragraph 10
          of this Lease, and expiring on June 12, 2004 (the "Expiration Date").

      Q.  "Base Rent":  Base Rent shall be $1,112,225.00 per year payable in the
          amount of $92,685.42 per month for years 1 through 7 of the Term.

      R.  "Landlord's Taxes": Landlord's Taxes shall include only income, excess
          profits, capital stock, estate, inheritance,  succession,  gift, gross
          receipts, personal property and franchise taxes.

      S.  "Tenant's  Representatives":   Tenant's  agents,  representatives  and
          employees.

      T.  "Landlord's Representatives":  Landlord's agents,  representatives and
          employees.

      U.  "Building Architect": Good, Fulton and Farrell Architects.

      V.  "Land Closing Date": November 30, 1996.

2.   GRANTING CLAUSE. Landlord, in consideration of the covenants and agreements
     to be performed by Tenant,  and upon the terms and conditions  contained in
     this Lease,  does hereby lease,  demise and let unto Tenant,  and Tenant in
     consideration  of the covenants and  agreements to be performed by Landlord
     and upon the terms and  conditions  contained  in this  Lease,  does hereby
     lease from Landlord, the Premises, to have and to hold for the Term (except
     as sooner terminated as provided herein).

3.   USE. The Premises are to be used only for general  office and computer data
     processing purposes ("Permitted Uses") and for no other business or purpose
     without the prior written  consent of Landlord,  which consent shall not be
     unreasonably  withheld  or  delayed.  No act  shall be done in or about the
     Premises  that is  unlawful.  In the  event  such use is  determined  to be
     unlawful, causing a breach of this covenant, Tenant shall immediately cease
     the  performance of such unlawful act.  Tenant shall not commit or allow to
     be  committed  any  waste  upon the  Premises,  or any  public  or  private
     nuisance. Tenant shall not, without Landlord's prior written consent, which
     consent  shall  not  be  unreasonably  withheld  or  delayed,  install  any
     equipment, machine, device, tank or vessel which is subject to any federal,
     state or local permitting requirement, nor shall Tenant overload the floors
     or surpass the Utility  Specifications  (as  hereinafter  defined)  for the
     Building.  Tenant,  at its  sole  expense,  shall  comply  with  all  laws,
     statutes,  ordinances and governmental  rules,  regulations or requirements
     governing the installation,  operation, maintenance and removal of any such
     equipment,  machine,  device, tank or vessel.  Tenant, at its sole expense,
     shall  comply  with all laws,  statutes,  ordinances,  governmental  rules,
     regulations or requirements,  and the provisions of any recorded  documents
     now  existing or  hereafter  in effect  relating to its use,  operation  or
     occupancy of the Premises.

4.   PARKING.  Landlord  also  hereby  grants to Tenant  during the Term and any
     renewals or  extensions,  at no additional  cost or pass through to Tenant,
     the right to use parking spaces in the surface parking area, as depicted on
     the Site Plan attached as Exhibit "C".

                                       -2-
<PAGE>
5.   RENT.

     A.   BASE  RENT.  In  consideration  of  this  Lease,  and  as  a  covenant
          independent  from the other  terms  and  covenants  contained  herein,
          Tenant   agrees  and  promises  to  pay  to  Landlord   equal  monthly
          installments of Base Rent. Such monthly  installments shall be due and
          payable in advance  on or before  the 1st day of each  calendar  month
          (without  demand,  notice,  deduction  or offset  except as  otherwise
          provided in this Lease),  commencing as of the  Commencement  Date and
          continuing through the Term. Base Rent for any fractional month at the
          beginning or end of the Term shall be prorated on a per them basis.

     B.   OPERATING EXPENSES.  Except as otherwise provided in this Lease, it is
          intended that the Rent shall be a net return to Landlord (exclusive of
          any  debt  service  and  Landlord's  Taxes)  for the  Term and for any
          renewals  or  extensions  thereof,  free of any  expenses  or  charges
          whatsoever   with  respect  to  the   Premises,   including,   without
          limitation,  insurance premiums,  utility charges,  real estate taxes,
          assessments and except as otherwise  provided herein, all maintenance,
          repairs or  replacements  to all elements of the Building,  including,
          without  limitation,  HVAC,  plumbing and electrical  systems.  Tenant
          shall  coordinate  directly  with  the  applicable  supplying  utility
          companies to obtain service and directly make payments for water, gas,
          heat, light, power, telephone and other utilities used and consumed by
          Tenant.

     C.   INSURANCE  PREMIUMS.  Landlord  shall  maintain  loss of rental income
          insurance on the Premises, and Tenant shall reimburse Landlord for the
          premiums  to  maintain  such  insurance,  within  thirty  (30) days of
          presentation   of  an  invoice  to  Tenant  for   Landlord.   Tenant's
          reimbursement  obligations hereunder shall be designated as additional
          rent.

6. REAL ESTATE TAXES.

     A.   PAYMENT OF TAXES.  Tenant  shall  directly  pay all Real Estate  Taxes
          assessed  and payable  against the  Premises  during the Term prior to
          delinquency.  "Real Estate  Taxes" shall mean any form of  assessment,
          license, fee, rent, tax, excise imposition,  charge, levy, penalty (if
          a result of  Tenant's  delinquency),  or tax  (other  than  Landlord's
          Taxes) including,  without limitation,  all ad valorem, sales and use,
          value added,  single business,  gross receipts,  transactions,  sewer,
          privilege or similar taxes, imposed by any authority having the direct
          or  indirect  power to tax, or by any city,  county,  state or federal
          government or any  improvement or other district or division  thereof.
          Notwithstanding  anything  to the  contrary  contained  in this Lease,
          Tenant acknowledges that the Premises will be periodically  reassessed
          by governmental  authorities,  and any increased ad valorem taxes as a
          result of said reassessment  shall be paid by Tenant.  Notwithstanding
          anything to the contrary contained herein,  Tenant shall not be liable
          for any  "rollback"  or similar taxes  affecting the Premises.  Tenant
          shall be responsible  for making annual  application for tax exemption
          to the City of Allen and Landlord shall fully  cooperate with Tenant's
          application therefor.

     B.   CONTEST OF REAL  ESTATE  TAXES.  Tenant  shall have the right,  before
          delinquency  occurs,  of  protesting,   contesting,  objecting  to  or
          opposing  the legality or amount of any such taxes or  assessments  in
          coordination  with Landlord.  If Tenant deems, in good faith, that the
          Real Estate  Taxes are illegal or  excessive,  and in the event of any
          such contest,  Tenant shall to the extent  provided by Law,  defer the
          payment of any such Real Estate Taxes.  Landlord will fully  cooperate
          with  Tenant and shall  make  available  to Tenant,  and to any taxing
          authority,   any  records,   information,   documentation,   or  other
          reasonable  assistance  (at  minimal  cost and  expense to  Landlord),
          relevant  in  connection  with any audit or other  examination  by any
          authority or any  judicial or  administrative  proceeding  relating to
          Tenant's  liability  for the Real Estate  Taxes.  Landlord  and Tenant
          shall each promptly  notify the other of any claims or assessments for
          Real  Estate  Taxes  that  may  be  asserted  by   applicable   taxing
          authorities that could result in a potential  liability or expense for
          the  other,  and  coordinate  with  the  other  the  response  to  and
          settlement of such claims or assessments for Real Estate Taxes. Tenant


                                      -3-
<PAGE>
          shall be entitled to any refunds or rebates of Real Estate  Taxes (and
          any interest  thereon) to the extent such refunds or rebates relate to
          Real Estate Taxes that were paid by Tenant.

7.   PERSONAL  PROPERTY TAXES.  Tenant shall be liable for all personal property
     taxes for  personal  property  of Tenant  placed in the  Premises  (and any
     personalty  installed by Landlord as part of the Tenant  Improvements)  and
     shall pay them directly, prior to delinquency.

8.   DELIVERY OF PREMISES.

     A.   REMEDIES OF TENANT. If Landlord is unable to deliver possession of the
          Premises to Tenant on the Scheduled  Completion  Date this Lease shall
          not be void or voidable (except as expressly  stated  hereinafter) nor
          shall  Landlord  be liable to Tenant for any loss or damage  resulting
          therefrom,  but the  Commencement  Date and the Expiration Date of the
          Term shall be extended,  as provided  below,  and in such event Tenant
          shall not be liable for any Base Rent or other  charges due under this
          Lease until such time as Landlord  tenders  delivery of  possession of
          the  Premises to Tenant.  Tenant  shall,  upon  failure of Landlord to
          deliver the Premises on the  Scheduled  Completion  Date,  immediately
          deliver  written  notice to Landlord,  with a copy to any mortgagee of
          Landlord,  (provided  Tenant has been given  notice of the identity of
          the mortgagee and its address)  advising  Landlord (and  mortgagee) of
          the failure to deliver,  and granting  Landlord (and/or its mortgagee)
          until  the  Outside  Completion  Date to  substantially  complete  and
          deliver the Premises to Tenant. Beginning on July 13, 1997 (subject to
          Force Majeure and Tenant  Delays),  damages for failure to deliver the
          Premises  shall accrue  against  Landlord,  and Landlord shall pay (or
          credit against Base Rent at Tenant's  option) to Tenant a sum of money
          equivalent  to two (2) days pro  rated  Base Rent for each one (1) day
          beyond  July 13,  1997 that the  Premises  are not  delivered  ('Delay
          Sums").  Notwithstanding anything to the contrary contained herein, if
          the Landlord has not delivered the Premises to Tenant on or before the
          Outside  Completion  Date (subject to Tenant Delays and Force Majeure)
          either  Landlord or Tenant may,  in their sole  discretion,  terminate
          this Lease without further  obligations  hereunder,  except Landlord's
          obligation  to pay the Delay  Sums.  The Delay  Sums shall in no event
          accrue after the Outside  Completion Date,  unless Tenant and Landlord
          mutually elect not to terminate and grant Landlord  additional time to
          complete  the Tenant  Improvements  for a time  period to be  mutually
          agreed upon by  Landlord  (and/or its  mortgagee)  and Tenant.  Should
          Landlord tender possession of the Premises to Tenant prior to the date
          specified  as the  Scheduled  Completion  Date,  and Tenant  elects to
          accept such prior tender, such prior occupancy shall be subject to all
          terms,  covenants and conditions of this Lease,  including the payment
          of Rent.

     B.   DELIVERY AFTER SCHEDULED  COMPLETION  DATE. In the event that Landlord
          delivers  possession  of the  Premises to Tenant  after the  Scheduled
          Completion Date, the  Commencement  Date and the Expiration Date shall
          be  adjusted  accordingly  such  that  the  term of this  Lease  shall
          commence  upon the delivery of  possession  to Tenant and expire seven
          (7) years from such date.  Tenant and Landlord  shall  acknowledge  in
          writing the Commencement Date and the Expiration Date.

     C.   LAND CLOSING.  Landlord must close on its  acquisition of the Property
          on or before the Land Closing  Date.  If Landlord does not acquire the
          Property on or before the Land Closing Date, either Tenant or Landlord
          may elect to terminate the Lease.

9.   BUILDING SHELL AND TENANT IMPROVEMENTS.

     A.   CONSTRUCTION.  Landlord shall  construct or cause to be constructed at
          Landlord's  expense the Building Shell and Site Work  substantially in
          accordance   with  the  Working   Drawings  and   Specifications   (as
          hereinafter defined).

     B.   WORKING  DRAWINGS.   Based  upon  the  Tenant   Improvements   Outline
          Specifications  contained  in  Exhibit  "D"  attached  hereto  for the
          requested  improvements,  the working drawings and specifications (the
          'Working Drawings and Specifications") shall be completed or caused to


                                       -4-
<PAGE>
          be completed by Landlord and submitted to Tenant for  approval,  which
          approval shall not be unreasonably  withheld or delayed.  Tenant shall
          respond  within ten (10) business days following  Tenant's  receipt of
          the  Working   Drawings   and   Specifications   of  such  consent  or
          disapproval.  If Tenant does not disapprove  the Working  Drawings and
          Specifications within ten (10) business days, the Working Drawings and
          Specifications   shall  be  deemed   approved  and  final.  If  Tenant
          disapproves  the Working  Drawings  and  Specifications,  Tenant shall
          specify in detail the reasons for such disapproval. Landlord shall not
          unreasonably  refuse  to  remedy  Tenant's  objections  provided  such
          objections   are   substantially   in   accordance   with  the  Tenant
          Improvements  Outline  Specifications,  and  will  not  result  in  an
          increase of the cost of construction of the Premises. After receipt of
          Tenant's approval,  Landlord shall obtain the approval for the Working
          Drawings  and   Specifications   from  the   applicable   governmental
          authority,  if  necessary,  and will  obtain  all  necessary  building
          permits  (the  "Tenant  Permits")  from the  appropriate  governmental
          authorities.

     C.   CONSTRUCTION  OF THE  BUILDING  SHELL,  THE SITE  WORK AND THE  TENANT
          IMPROVEMENTS. Upon receipt of the Tenant Permits and any and all other
          permits required (collectively, the "Permits"), Landlord will commence
          construction  of the  Building  Shell,  the Site.  Work and the Tenant
          Improvements   in   accordance   with   the   Working   Drawings   and
          Specifications.  Tenant  shall at all times  have the right to inspect
          the Premises  during the  construction  of the Site Work, the Building
          Shell and the  Tenant  Improvements,  subject to  Landlord's  Right of
          Non-interference  (hereafter  defined).  In the event of a discrepancy
          between  the  Working  Drawings  and  Specifications  and the  Outline
          Specifications  attached  hereto as Exhibit  "B" and "D",  the Working
          Drawings and Specifications  shall take precedence.  In the event of a
          discrepancy   between   the   Working   Drawings   and   the   Working
          Specifications, the Working Specifications shall take precedence. Upon
          Substantial  Completion (as hereafter  defined) of the Building Shell,
          the Site  Work and the  Tenant  Improvements,  the  Premises  shall be
          delivered  to  Tenant  not later  than the  Outside  Completion  Date,
          subject  to  Tenant  Delays  (hereafter  defined)  and  Force  Majeure
          (hereafter defined), and Tenant shall take possession and commence the
          payment  of  Base  Rent,  and  all  other  sums  required  to be  paid
          hereunder.

     D.   CHANGE   ORDERS.   If  Tenant   requires  any  changes  or  additional
          construction  (whether  substantial  or minor  changes  or  additions)
          beyond those detailed in the Working  Drawings and  Specifications  or
          the Outline  Specifications,  such work shall be accomplished  through
          normal change order  procedures  at Tenant's  sole expense;  provided,
          however, no additional work shall commence, and no additional Building
          Shell, Site Work or Tenant Improvement expenses shall be accrued until
          Landlord has submitted a detailed change order (the *Change Order") to
          Tenant in  substantially  the form set forth in Exhibit "E",  attached
          hereto and incorporated herein by reference, setting forth the work to
          be done and the  estimate  for the  materials  and other  construction
          costs for such work,  and the same shall have been approved in writing
          by the Director of Real Estate or other authorized  representative  of
          Tenant.  Landlord shall have no obligation to commence installation of
          such excess  improvements  until Tenant shall have furnished  plans to
          Landlord. If at Substantial Completion (as hereinafter defined) of the
          Premises,  the  total  amount of Change  Orders  increases  Landlord's
          budgeted Tenant Improvement costs for the Premises,  then Tenant shall
          reimburse   Landlord  the  actual  costs  incurred  above  the  budget
          according to the Working Drawings and the Work Specifications,  within
          thirty (30) days of receipt of such  invoice and backup  documents  as
          reasonably requested by Tenant from Landlord.

     E.   SUBSTANTIAL COMPLETION AND OCCUPANCY.  As used in this Lease, the term
          "Substantial  Completion" shall mean that the Building Shell, the Site
          Work and the Tenant Improvements have been substantially  completed in
          accordance with the Working Drawings and Specifications,  as evidenced
          by a certificate of substantial completion from the Building Architect
          and/or a temporary or permanent Certificate of Occupancy obtained from
          the  applicable  governmental   authority,   and  the  only  remaining
          construction  and work to be  performed  is of minor or  insubstantial
          detail,  the  completion of which does not  materially  interfere with
          Tenant's use or occupancy of the Premises. Notwithstanding anything to
          the contrary  within this Lease,  Tenant shall take  possession of the
          Premises upon Substantial Completion. Tenant shall, within thirty (30)

                                  -5-
<PAGE>
          days after taking possession of the Premises,  give Landlord notice of
          any "Punch List" defects in the Premises. "Punch List" shall mean work
          that remains to be completed or, if completed, is not substantially in
          accordance with Working Drawings and -Specifications, and is work that
          does not affect  obtaining a temporary  or  permanent  Certificate  of
          Occupancy.  Additionally,  Tenant shall immediately notify Landlord of
          any  latent  defects  discovered.  Any such Punch List shall be timely
          repaired in a good and  workmanlike  manner by Landlord at  Landlord's
          sole  expense,   without  pass  through  to  Tenant,   and  shall  not
          unreasonably  disturb or interfere  with Tenant's use and occupancy of
          the Premises.  Any latent defect  discovered within thirty (30) months
          of Tenant's taking possession of the Premises shall be timely repaired
          by Landlord in a good and workmanlike fashion, at Landlord's sole cost
          and  expense.  Tenant's  occupancy of the  Premises  shall  constitute
          conclusive   evidence  that  the  Premises  have  been   substantially
          completed and the date of Substantial  Completion  shall be deemed the
          Commencement Date; and Base Rent shall begin to accrue. Landlord shall
          have no  liability  to  Tenant,  nor shall  Tenant's  obligations  and
          covenants  under  this  Lease  be  reduced  or  abated  by  reason  of
          inconvenience,  annoyance,  interruption or injury to business arising
          from the  performance  of Punch List work,  unless such  interruption,
          inconvenience, annoyance or injury is unreasonable.

     F.   TENANT WORK. If requested,  Landlord shall make the Premises available
          to Tenant prior to the  Scheduled  Completion  Date for the purpose of
          commencing the  installation of  communications  cabling and computers
          while  the  Tenant  Improvements  are  being  constructed;   provided,
          however,  the use of the  Premises  for such work  shall not  create a
          landlord-tenant   relationship  between  the  parties  nor  constitute
          occupancy of the Premises.  Tenant shall not interfere  with nor delay
          Landlord's work in the Premises and any right of entry or occupancy by
          Tenant  prior to the  Completion  Date shall be subject to  Landlord's
          right of  non-interference  ('Landlord's Right of  Non-Interference").
          Any delays of  Landlord's  Work as a result of an act or  omission  of
          Tenant shall constitute a Tenant Delay (hereinafter  defined).  Except
          for  Landlord's  negligence  or  misconduct,  Landlord  shall  have no
          responsibility  or liability for any loss or damage to any of Tenant's
          personal improvements, fixtures, equipment or merchandise installed or
          left in the Premises  prior to the  Completion  Date, and Tenant shall
          defend,  indemnify  and hold  harmless  Landlord from any and all loss
          related to Tenant's early entry onto the Premises. Notwithstanding the
          above, in the event Tenant, with the consent of Landlord,  shall enter
          into occupancy of the Premises to do business in the Premises prior to
          the Commencement Date, this Lease shall be deemed to have commenced as
          of that date.

     G.   DELAY OF POSSESSION RELATED TO LANDLORD'S  CONSTRUCTION.  In the event
          Substantial Completion has not occurred by the Outside Completion Date
          for  any  reason  other  than  delay  in the  installation  of  Tenant
          Improvements  due to any change in or  addition to the work called for
          by the Plans and  Specifications  ordered by Tenant or interference by
          Tenant which  causes a delay in the  completion  ("Tenant  Delays") or
          Force Majeure (hereafter defined),  Tenant may elect to terminate this
          Lease,  without  prejudice to any other  remedy.  Notwithstanding  any
          provision of this  subparagraph  to the contrary,  Tenant Delays shall
          only be deemed to be that portion of the delays that were  incremental
          and  additional to any delays  resulting  from causes other than those
          for which  Tenant is  responsible.  Landlord  shall  notify  Tenant of
          events  which  constitute  Tenant  Delays  (and shall  provide  backup
          documentation as reasonably  requested by Tenant) at the time of their
          occurrence.

10.  COMMENCEMENT  DATE. The  "Commencement  Date" shall occur on the earlier of
     (i) the date Tenant occupies the Premises for business operations,  or (ii)
     Substantial  Completion,  so that  Tenant  could  occupy the  Premises  and
     conduct business operations.

11.  BUILDING SERVICES.  Tenant, as the sole occupant of the Premises,  shall be
     responsible  for all management and payment of costs to operate,  maintain,
     repair (except for  Landlord's  obligations as set forth in this Lease) and
     replace  items on the Premises  (except those items which shall be replaced
     by Landlord in accordance  with paragraph 12 below),  at Tenant's sole cost
     and  expense,  including  without  limitation,  janitorial  services to the
     Building,  landscaping,  trash removal, general maintenance and cleaning of
     the parking lot  (including  lighting and  restriping  of the parking lot),

                                       -6-
<PAGE>
     replacement of light bulbs in the interior and exterior fighting  fixtures,
     and other costs associated with the general operation and management of the
     Premises.  Landlord shall provide electrical  facilities to the Premises in
     accordance   with  express  utility  and  HVAC   specifications   ("Utility
     Specifications")  provided  to  Landlord by Tenant as part of the Plans and
     Specifications.  Landlord  will  covenant,  warrant and agree that upon the
     installation  of the  heating,  ventilating  and  air  conditioning  system
     ("HVAC")  the HVAC system  shall  comply  with the Utility  Specifications.
     Tenant  shall be  responsible  for  directly  obtaining  services  from the
     supplying utility companies for electricity,  water,  sewer,  telephone and
     any  other  utility  requirements  and  directly  making  payments  to  the
     respective supplying companies.  If any essential service to be provided is
     interrupted or curtailed for a period of 24 hours and is caused by Landlord
     or Landlord's Representatives or lies within Landlord's control pursuant to
     Landlord's repair  obligations,  in addition to other remedies available to
     Tenant,  the Base Rent for the Premises shall completely abate from the end
     of such 24 hour period and continue until such services are fully restored.
     Landlord  shall provide a minimum of 72 hours' prior written  notice of any
     planned  interruption  of  services  in  connection  with  the  repair  and
     maintenance of the Premises by Landlord.  Copies of any significant written
     reports  concerning the management or operation of the Premises  internally
     generated by Tenant shall be provided to Landlord at least quarterly.

12.  LANDLORD'S  REPAIR AND  MAINTENANCE  RESPONSIBILITIES.  Landlord  shall, at
     Landlord's  sole  expense  and  without  pass  through to Tenant,  keep the
     structure  of the  Premises  in good  repair and free from  nuisance of any
     kind, including, but not limited to, repairing and maintaining or replacing
     the  roof  (including  the roof  membrane),  foundation,  basic  structure,
     exterior walls (including painting, if applicable),  and parking surface or
     garage area resurfacing, resealing, or structural work, as well as plumbing
     and  electrical  lines  from  the  edge of the  Property  to the  Building.
     Landlord   shall  not  be   responsible   for  any  repair  or  maintenance
     necessitated by acts, omissions or negligence of the Tenant. Landlord shall
     be responsible for damage to doors and windows only to the extent caused by
     defects in the structure of the Building. Landlord shall be responsible, at
     Landlord's  sole cost and  expense,  without  pass  through to Tenant,  for
     repairing  damage to the Premises caused by structural  defects in the roof
     leading to leaks,  bursting pipes on the exterior of the Building (but only
     if Landlord has been notified by Tenant of the need for repairs and has not
     timely made such  repairs),  and  negligence  or  misconduct of Landlord or
     Landlord's  representatives in consequence thereof, unless caused by Tenant
     or Tenant's  representatives.  Landlord shall perform all repairs  promptly
     and in a good and workmanlike manner, and shall not unreasonably  interfere
     with  Tenant's  conduct  of its  business  or its use of or  access  to the
     Premises  during such  repairs.  Landlord  shall repair any and all damages
     caused by Landlord's repairs or maintenance of the Premises,  at Landlord's
     cost, without pass-through to Tenant.

13.  TENANT'S REPAIR AND MAINTENANCE RESPONSIBILITIES. Tenant shall maintain and
     repair,  at its sole  cost  and  expense,  the  Premises  (subject  only to
     Landlord's  obligations  as contained  in  Paragraph 12 above),  including,
     without  limitation,  the  plumbing  and  electrical  systems  (within  the
     Building and not the lines feeding into the Building), HVAC and sprinklers.
     Tenant shall  additionally  maintain and repair, at Tenant's  expense,  the
     interior and  exterior of the all doors and windows,  except as provided in
     Paragraph 12 above. Tenant shall also repair, or cause to be repaired,  any
     damage or injury done to the  Premises or any part thereof by reason of the
     negligence   or   misconduct   or   omissions   of   Tenant   or   Tenant's
     Representatives.  At the  Expiration  Date or earlier  termination  of this
     Lease, or any renewal period, Tenant shall deliver up the Premises with all
     Tenant  Improvements  located  thereon  (except as agreed in writing by and
     between  Tenant  and  Landlord  at the time of  Landlord's  consent to such
     alterations,   and  as  otherwise  provided  herein)  in  good  repair  and
     condition, reasonable wear and tear, damage from fire or other casualty and
     repairs which are Landlord's obligations excepted.  Unless otherwise agreed
     by  Tenant  and  Landlord,  all  personal  property,  furniture,  and trade
     fixtures  installed by Tenant shall be removed by Tenant at the  expiration
     of this Lease.  Tenant shall  deliver all keys to the Premises to Landlord.
     Tenant shall  maintain the Premises in good repair and  condition and shall
     (i) keep the  Premises  free from waste at all times (ii) keep the Premises
     neat and free from dirt, rubbish, and trash at all times. It is intended by
     the parties hereto,  and covenanted by the Tenant,  that the Premises shall
     be maintained as a first-class office building.

14.  ALTERATIONS. Tenant shall have the right to make any alterations upon first
     obtaining the written consent of Landlord,  which shall not be unreasonably
     withheld or delayed. Tenant shall provide complete plans and specifications
     to Landlord for its review, and Tenant shall reimburse Landlord for any and

                                       -7-
<PAGE>
     all reasonable costs,  fees and expenses  (including,  without  limitation,
     third party  consulting  fees) arising out of Landlord's  review.  Landlord
     shall,  at the time of its  consent  to any such  alteration,  indicate  in
     writing  whether the  alteration  shall  become  Landlord's  property  upon
     expiration  or  earlier  termination  of the  Lease,  or shall  be  removed
     (without damage to the Premises) by Tenant. All furniture and movable trade
     fixtures  installed by Tenant may be removed by Tenant at the expiration or
     earlier  termination of this Lease in a good and  workmanlike  MANNER so as
     not to damage the  Premises,  and Tenant agrees to repair any damage caused
     to the  Premises  by  such  removal  at its  sole  cost  and  expense.  All
     alterations shall: (i) be at Tenant's sole risk and cost; (ii) shall comply
     with  all  applicable  laws;  and  (iii)  shall  not  increase   Landlord's
     obligations or costs hereunder.

15.  ENTRY  BY   LANDLORD.    Subject  to  Paragraph  25,  except  in  emergency
     situations,  Landlord or Landlord's Representatives shall have the right to
     enter the Premises  during normal  business hours to (a) inspect,  clean or
     make repairs, alterations or additions as may be necessary, or (b) show the
     Premises to prospective purchasers, lenders or, during the last 180 days of
     the Term or any renewal or extension term thereof, to prospective  tenants;
     and Tenant  shall not be entitled to any  abatement or reduction of Rent by
     reason  thereof,  nor shall such be deemed to be an actual or  constructive
     eviction.

16.  LOCKED DOCUMENTATION  ROOMS.  Notwithstanding any other provision contained
     herein to the  contrary,  Tenant shall be  permitted  to designate  certain
     portions of the  Premises  as safe or  confidential  areas,  to be known as
     'Locked   Documentation   Rooms",   to   which   Landlord   or   Landlord's
     Representatives  shall  have  no  access  unless  accompanied  by  Tenant's
     authorized  representatives,  or except in an emergency.  Landlord, when so
     accompanied,  shall have the right to inspect any Locked Documentation Room
     during Tenant's normal business hours after giving Tenant  reasonable prior
     notice.  Landlord  shall not receive  copies of keys,  pass cards or cipher
     lock combinations to any Locked Documentation Room.

17.  INSURANCE - REQUIREMENTS.

     A.   TENANT.  Tenant shall,  at Tenant's  sole expense,  obtain and keep in
          force  during  the Term of this  Lease (a) a policy  of  comprehensive
          general  liability  insurance,  including  personal injury  liability,
          contractual liability,  automobile liability, and completed operations
          liability  (if  applicable),  insuring  Tenant  against any  liability
          arising out of the use,  occupancy or  maintenance of the Premises and
          naming Landlord as an additional  insured as its interests may appear.
          Such insurance shall have a combined single limit of not less than Two
          Million and no/100ths  Dollars  ($2,000,000.00)  for bodily injury and
          property damage per occurrence,  (b) "all risk" property insurance for
          the Premises,  on a full replacement  cost basis of the Premises,  and
          (c) statutory worker's compensation and employer's liability coverage,
          with limits of not less than  $250,000,  or qualified  self-insurance.
          The limit of any of such  insurance  shall not limit the  liability of
          Tenant  hereunder,  subject to paragraph  53 of this Lease.  If Tenant
          fails to procure and maintain such  insurance  Landlord may, but shall
          not be required  to,  procure and  maintain  the same (after a fifteen
          (15) day cure period is provided to Tenant), at Tenant's expense to be
          reimbursed  by Tenant as  additional  rent within  thirty (30) days of
          written  demand.  All  insurance  required  to be  obtained  by Tenant
          hereunder  shall be issued by companies  duly qualified to do business
          in Texas.  Tenant shall deliver to Landlord  certificates of insurance
          showing  Landlord  as  additional   insured  under  general  liability
          coverages  and as  loss  payee  under  "all  risk*  insurance,  as its
          interest may appear under the policies. No policy shall be cancelable,
          allowed to lapse  and/or  expire  and/or be subject  to  reduction  of
          coverage  except  upon  thirty  (30)  days'  prior  written  notice to
          Landlord.  All such  policies  shall be written  as  primary  policies
          (subject to subsection B hereunder) not  contributing  with and not in
          excess of coverage  which  Landlord may carry.  The policy  limits set
          forth  herein  shall be  subject  to  periodic  review,  and  Landlord
          reserves  the right to require  that  Tenant  increase  the  liability
          coverage  limits  if,  in the  reasonable  opinion  of  Landlord,  the
          coverage  becomes  inadequate and is less than commonly  maintained by
          tenants making similar uses in the area of similar  buildings.  Tenant
          shall  obtain any revised or increased  coverage  required by Landlord
          within thirty (30) days of any such notification from Landlord.

                                   -8-
<PAGE>
     B.   LANDLORD.  Landlord  shall  obtain and  maintain  for the term of this
          Lease,  general liability  insurance,  including  blanket  contractual
          liability  coverage,  with  limits  of  not  less  than  52,000,000.00
          combined single limit for personal injury and property damage upon the
          Premises.  Landlord shall deliver' upon written request,  certificates
          evidencing  such coverage.  It is agreed and understood by Tenant that
          such policy of insurance  maintained by Landlord shall be secondary to
          any and all polices required to be carried by Tenant hereunder, unless
          Landlord is liable (in  accordance  with this Lease or by law) for the
          loss or damage, in which case, Landlord's insurance shall be primary.

     C.   LANDLORD'S   CONTRACTORS.   Landlord   shall  require  any  contractor
          performing  work at the  Premises  on behalf of  Landlord  to maintain
          general liability  insurance  policies of no less than $500,000.00 for
          damage to property and personal injury. Copies of such certificates of
          insurance  shall be  provided  to  Tenant  upon  request,  if same are
          reasonably available to Landlord.

     D.   NOTICE  OF LOSS.  Tenant  shall  provide  notice  of loss,  damage  or
          casualty to Landlord within three (3) business days of the occurrence.

18.  WAIVER OF SUBROGATION.

          Tenant and  Landlord  hereby each release the other and its agents and
          employees from responsibility for and each waive their entire claim of
          recovery for (i) any loss or damage to the personal property of Tenant
          or Landlord  located in the Building,  including the Building  itself,
          arising  out of any of the  perils  which  are (or  could  have  been)
          covered by Tenant's property insurance policy,  with extended coverage
          endorsements,  or (ii) loss  resulting from business  interruption  or
          loss of rental income, at the Premises. Landlord and Tenant shall each
          cause  their  insurance  carrier(s)  to consent to such  waiver of all
          rights of subrogation against the other.

19.  FIRE OR OTHER CASUALTY.

          If the Building or Premises is damaged by fire or other perils covered
          by extended coverage insurance the following provisions shall apply:

     A.   DESTRUCTION.  In the  event  of total or  partial  destruction  of the
          Building,  Tenant  shall  make  available  to  Landlord  all  proceeds
          (excluding  Tenant's  personal  property  proceeds)  of any  insurance
          policies  covering  the  Premises  that have been  received by Tenant.
          Landlord  shall  promptly  commence  repair  and  restoration  of  the
          Building to the same  condition it was in prior to the  casualty,  and
          prosecute the same diligently to completion, in which event this Lease
          shall  remain  in  full  force  and  effect.  Landlord  shall  have no
          obligation  to undertake  reconstruction  unless and until it receives
          assurances,  reasonably  satisfactory to Landlord,  that the insurance
          proceeds will be made  available to it (subject,  however,  to the one
          hundred eighty (180) day completion  deadline contained in Section 19E
          herein). Tenant shall also pay to Landlord a sum of money equal to the
          deductible  under  the  applicable  policy,  if for a  covered  event.
          Landlord  shall have no obligation to expend any sums above and beyond
          the insurance  proceeds  (including  the deductible  payment).  In the
          event of a casualty,  Tenant shall reasonably  cooperate with Landlord
          in all matters relating to the casualty.

     B.   RENT  ABATEMENT.  In the  event  that  such  destruction  renders  the
          Premises  unsuitable  for Tenant's use for a period of fifteen (15) or
          more  days,  the  amount  of Base  Rent  shall  abate  proportionately
          thereafter  for so long  as the  Premises  or a  portion  thereof  are
          unsuitable.  Tenant  shall  not be  entitled  to any  compensation  or
          damages  for loss of use of the  whole  or any  part of said  Premises
          and/or any  inconvenience  or  annoyance  occasioned  by such  damage,
          repair or restoration.

     C.   END OF TERM.  Notwithstanding  anything to the  contrary  contained in
          this  Paragraph  19,  either Tenant or Landlord may elect to terminate
          this Lease in the event of any damage to the  Building or the Premises
          occurring  during the last (12) months of the Term of the Lease or the

                                       -9-
<PAGE>
          last twelve (12) months of any extension  thereof:  and Landlord shall
          not have any obligation to repair or restore the Premises in the event
          Tenant  or  Landlord  elects  to  terminate  in  accordance  with this
          subparagraph,  during the last twelve ( 12) months of the Term of this
          Lease or the last twelve (12) months of any extension  hereof.  In the
          event Tenant or Landlord  elects to terminate in accordance  with this
          subparagraph,  all  proceeds of any  insurance  policies  covering the
          Premises  shall be paid to  Landlord,  and Tenant  shall have no claim
          thereto, except as to Tenant's personal property.

     D.   UNINSURED  Loss.  Tenant  shall be liable to Landlord  for any and all
          casualty,  loss or  damage  to the  Premises  that is not  covered  by
          insurance  carried by Tenant  when such  insurance  is  required to be
          carried by this Lease.

     E.   RECONSTRUCTION AND REPAIR. If reconstruction or repair to the Premises
          after a loss is substantial (in the reasonable  judgment of Landlord),
          or cannot be repaired or  reconstructed  within one hundred and eighty
          (180) days (subject to Force Majeure and Tenant  Delays) from the date
          of the loss, Landlord shall notify Tenant within thirty (30) days from
          the date of loss,  and Tenant shall have the right to  terminate  this
          Lease. If  reconstruction or repair is not deemed to be substantial by
          Landlord,  and does not  unreasonably  interfere with Tenant's use and
          occupancy of the Premises, all such repairs or reconstruction shall be
          completed  within one hundred and twenty (120) days  (subject to Force
          Majeure and Tenant Delays) from the date of loss. If reconstruction or
          repair is not  completed  within said one hundred and twenty (120) day
          period (for insubstantial  casualty),  or one hundred eighty (180) day
          period (for  substantial  casualty),  Tenant  shall have the option to
          terminate this Lease.

20.  INDEMNIFICATION. Tenant shall defend, indemnify and hold harmless Landlord,
     its agents, employees,  officers, directors, partners and shareholders from
     and against any and all liabilities,  judgments, demands, causes of action,
     claims,  losses,   damages,   costs  and  expenses,   including  reasonable
     attorneys'  fees and costs,  arising  out of the use,  occupancy,  conduct,
     operation, or management of the Premises or the Building by, or the willful
     misconduct or negligence of, Tenant, its officers, contractors,  licensees,
     agents, servants,  employees, guests, invitees, or visitors in or about the
     Building or Premises or arising from any breach or default under this Lease
     by Tenant, or arising from any accident,  injury, or damage,  howsoever and
     by whomsoever caused, to any person or property,  occurring in or about the
     Building or Premises.  This indemnification shall survive the expiration or
     earlier  termination  of this  Lease,  and shall  inure to the  benefit  of
     Landlord and Landlord's successors and assigns. This provision shall not be
     construed  to make Tenant  responsible  for and Landlord  hereby  agrees to
     defend,  indemnify and hold Tenant harmless for loss, damage,  liability or
     expense  resulting  from injuries to Tenant,  Tenant's  representatives  or
     third parties caused by the  negligence or willful  misconduct of Landlord,
     or its officers, contractors, licensees, agents, employees, or invitees, or
     arising as a result of  Landlord's  fee simple  interest in the Premises or
     Landlord's obligations under this Lease. Additionally,  the above-described
     indemnity of Tenant shall not apply to damages caused as a direct result of
     a breach of Landlord's obligations under this Lease.

21.  CONDEMNATION.  If twenty percent (20%) or more of the Premises are taken by
     eminent domain or sale under threat of condemnation by eminent domain, this
     Lease  shall  automatically  terminate  as of the date  title  vests in the
     condemning authority, and all Base Rent and other payments shall be paid to
     that date.  Landlord reserves all rights to damages to the Premises for any
     partial or entire taking by eminent  domain,  and Tenant hereby  assigns to
     Landlord any right Tenant may have to such damages or award (subject to the
     following sentence), and Tenant shall make no claim against Landlord or the
     condemning  authority for damages for termination of the leasehold interest
     or  interference  with  Tenant's  business.  Tenant shall have the right to
     claim and recover from the condemning  authority  compensation for any loss
     which Tenant may incur for Tenant's moving expenses,  business interruption
     or taking of Tenant's personal property (not including  Tenant's  leasehold
     interest)  ("Tenant's  Share").  In the  event  of a lump  sum  payment  to
     Landlord from the condemning  authority,  Landlord shall pay Tenant's Share
     directly to Tenant, if applicable. If less than twenty percent (20%) of the
     Premises,  or such other  portions  of the  Building,  are taken by eminent
     domain or sale under threat of condemnation  by eminent domain,  this Lease
     shall continue in full force and effect unless Landlord, within thirty (30)
     days following the date title vests in the condemning authority, elects, at
     its option,  to terminate this Lease,  which termination shall be effective
     as of the date of  notification  from  Landlord to Tenant,  and if Landlord

                                      -10-
<PAGE>
     does not  terminate,  Base Rent shall be reduced  proportionately  on a per
     square foot basis. If Tenant reasonably  determines that the portion of the
     Premises  (if less than 20%) taken by  condemnation  renders  the  Premises
     unsuitable for Tenant's use,  Tenant may, within thirty (30) days following
     the date title vests in the  condemning  authority,  elect to terminate the
     Lease by providing written notice of its election to Landlord.

22.  ASSIGNMENT AND SUBLETTING.

     A.   AFFILIATED  ENTITY.  Tenant  may,  without  obtaining  the  consent of
          Landlord,  assign,  sublet  or  transfer  this  Lease or any  interest
          therein,  to any parent,  subsidiary  or  affiliated  corporation  of`
          Tenant;  provided,  however,  that in the  event  of such  assignment,
          subletting or transfer, Tenant shall remain liable for its obligations
          under this Lease. Tenant shall provide a notice of any such assignment
          to Landlord within thirty (30) days after to the effective date of the
          assignment,  sublease or transfer.  An "affiliated  corporation" shall
          mean any  corporation  which,  directly or indirectly,  controls or is
          controlled  by, or is under  common  control  with,  Tenant.  For this
          purpose, "control" shall mean the possession,  directly or indirectly,
          of the power to direct or cause the  direction or the  management  and
          policies of such corporation,  whether through the ownership of voting
          securities,  or  by  contract  or  otherwise.  For  purposes  of  this
          Agreement,  the following transactions relating to Tenant shall not be
          deemed  an  assignment  of this  Lease  and shall not give rise to any
          requirement  of approval  or consent by any party to this  Lease,  nor
          result in any right to  terminate  or alter  this  Lease:  any  merger
          (including,    without    limitation   a   reincorporation    merger),
          consolidation,  reorganization,  stock  exchange,  sale  of  stock  or
          substantially   all  of  the  assets  or  other   similar  or  related
          transaction  in which Tenant is the surviving  entity or, if Tenant is
          not the surviving  entity,  the surviving  entity continues to conduct
          the  business  conducted  by  Tenant  prior  to  consummation  of  the
          transaction.

     B.   UNAFFILIATED  ENTITY.  Tenant  shall  not,  without  Landlord's  prior
          written consent,  which consent shall not be withheld  unreasonably or
          delayed,  sublet,  assign or transfer this Lease to any  nonaffiliated
          corporation or person.  It shall not be  unreasonable  for Landlord to
          withhold  consent if it  reasonably  determines  that the character or
          identity of the proposed transferee is unsuitable for the Premises, or
          if  the  transferee  lacks  the  financial   ability  to  fulfill  its
          obligations  hereunder.  In the event Landlord's consent is granted to
          any  proposed  sublease,  assignment  or  other  transfer  to any such
          nonaffiliated  corporation or person, Tenant shall remain liable under
          this Lease until the  Expiration  Date or earlier  termination of this
          Lease.  In the event of a sublease,  which is  approved  by  Landlord,
          Landlord will not be obligated to obtain a  non-disturbance  agreement
          with any Mortgagee  (hereafter defined) of Landlord nor shall Landlord
          be required to grant subtenant a non-disturbance agreement.

23.  DEFAULT AND REMEDIES.

     A.   TENANT'S DEFAULT.  A default under this Lease by Tenant shall exist if
          any of the following occurs:

       (i)    If Tenant  fails to pay Base Rent or any other sum  required to be
              paid  hereunder when due and fails to cure said failure within ten
              (10) days from receipt of verbal or written  notice from  Landlord
              or is late three (3) or more times during any  consecutive  twelve
              (12) month period; or

       (ii)   If Tenant fails to perform any term, covenant or condition of this
              Lease  except  those  requiring  the payment of money,  and Tenant
              fails to cure such breach  within  thirty (30) days after  written
              notice from Landlord  where such breach could  reasonably be cured
              within such thirty (30) day period, provided,  however, that where
              such failure could not  reasonably be cured within the thirty (30)
              day period,  that Tenant  shall not be in default if it  commences
              such performance  within the thirty (30) day period and diligently
              and continuously thereafter prosecutes the same to completion (but
              in no event  longer than one hundred  twenty (120) days subject to
              Force Majeure or unless out of the reasonable  control of Tenant),
              or if Tenant shall fail to perform or observe

                                  -11-
<PAGE>
              any of the  provisions  required  to be  performed  or observed by
              Tenant under any other agreement relating to the Premises, subject
              to the above cure periods; or

       (iii)  If, to the extent  permitted by applicable  law, Tenant shall file
              or there shall be filed against  Tenant,  in any court pursuant to
              any statute  either of the United States or any state,  a petition
              or declaration of insolvency or for the  reorganization  of or for
              the  appointment  of a receiver,  trustee or liquidator for all or
              any portion of the assets of Tenant,  and, within thirty (30) days
              thereafter,  Tenant fails to secure a discharge thereof, or if the
              Tenant makes an  assignment  for the benefit of  creditors,  or if
              Tenant is insolvent.

     B.   REMEDIES.  Upon a  default  as set  forth  in  Subparagraph  A  above,
          Landlord shall have the following  remedies,  in addition to all other
          rights and remedies  provided by law, equity or otherwise  provided in
          this  Lease,  to which  Landlord  may  resort  cumulatively  or in the
          alternative:

       (i)    Landlord  may  continue  this Lease in full force and effect,  and
              this  Lease  shall  continue  in full  force and effect as long as
              Landlord does not terminate  this Lease,  and Landlord  shall have
              the right to collect Base Rent and other charges when due.

       (ii)   Landlord  may  terminate  Tenant's  right  to  possession  of  the
              Premises at any time by giving written notice to that effect,  and
              relet,  the  Premises  or any part  thereof.  On the giving of the
              notice,  all of Tenant's  rights in the Premises shall  terminate.
              Upon such  termination,  Tenant  shall  surrender  and  vacate the
              Premises in good  condition,  and  Landlord  may re-enter and take
              possession of the Premises in accordance  with applicable law. Any
              termination  under this Paragraph 23 shall not release Tenant from
              the  payment  of any sum then due  Landlord  or from any claim for
              damages  or Base  Rent or other  sum  previously  accrued  or then
              accruing  against Tenant.  Upon such  termination  Tenant shall be
              liable  immediately to Landlord for all costs  Landlord  incurs in
              reletting  the Premises or any part  thereof,  including,  without
              limitation,   broker's  commissions,   expenses  of  cleaning  and
              reasonable  costs  and  expenses  for  redecorating  the  Premises
              required by the  reletting,  reasonable  attorneys'  fees actually
              incurred and like costs.  Reletting may be for a period shorter or
              longer than the remaining  term of this Lease.  No act by Landlord
              other than giving express  written notice of termination to Tenant
              shall terminate this Lease. Acts of maintenance,  efforts to relet
              the  Premises  or the  appointment  of a  receiver  on  Landlord's
              initiative to protect  Landlord's  interest under this Lease shall
              not constitute a termination  of Tenant's right to possession.  On
              termination,  Landlord has the right, at Tenant's cost and without
              liability  for the loss thereof or damage  thereto,  if Tenant has
              left any personal property on the Premises, to remove all Tenant's
              personal property, which shall be deemed to have been abandoned by
              Tenant,  and  either  store same or  otherwise  dispose of same in
              Landlord's  sole and  absolute  discretion.  Landlord  and  Tenant
              hereby acknowledge that in the event of such a termination, actual
              damages  to  Landlord  may  be   difficult   to   ascertain   and,
              accordingly,  hereby  agree that in such  event,  the net  present
              value of the Base  Rent due from the date of such  termination  to
              the  Expiration  Date,  discounted at five percent (5%) per annum,
              less  the  fair  rental  value  of  the  Premises  as   reasonably
              determined  by  Landlord,  which  determination  shall  be  deemed
              conclusive, from the date of such termination until the Expiration
              Date,  discounted at five percent (5%) per annum,  shall thereupon
              be immediately due and payable to Landlord to compensate  Landlord
              for  Tenant's   default  and  such   termination.   Tenant  waives
              redemption  or relief from  forfeiture  under any other present or
              future  law,  in the event  Tenant is  evicted or  Landlord  takes
              possession  of the  Premises  by reason of any  default  of Tenant
              hereunder.

       (iii)  Landlord's rights pursuant to this Paragraph 23, including without
              limitation,  Landlord's  rights  to  collect  Base  Rent and other
              charges due under this Lease, shall survive any termination of the
              Lease,  whether such  termination is  effected  pursuant  to  this

                                      -12-
<PAGE>
              Paragraph  23  or  otherwise.   Notwithstanding  anything  to  the
              contrary  contained herein,  Landlord and Tenant hereby agree that
              Landlord shall use commercially  reasonable efforts to mitigate or
              attempt  to offset any  damages  which are or may be  suffered  by
              Landlord as a result of any default of Tenant under the Lease. Any
              payment by Tenant of a sum of money  less than the  entire  amount
              due Landlord at the time of such  payment  shall be applied to the
              obligations of Tenant then furthest in arrears.  No endorsement or
              statement on any check or accompanying any payment shall be deemed
              an accord and  satisfaction  and any payment  accepted by Landlord
              shall be  without  prejudice  to  Landlord's  right to obtain  the
              balance due or pursue any other remedy  available to Landlord both
              in law and in equity.

     C.   LANDLORD'S  DEFAULT.  If Landlord  shall default under any covenant of
          this Lease,  and such default is not cured by Landlord  within  thirty
          (30) days  after  delivery  of written  notice of default to  Landlord
          (subject  to Force  Majeure  and  Tenant  Delays),  Tenant  shall have
          available to it all remedies at law and equity.  If the default cannot
          reasonably be cured within the thirty (30) day period,  Landlord shall
          not be in default if it commences such  performance  within the thirty
          (30) day period and diligently and continuously  thereafter prosecutes
          the same to completion.

24.  LANDLORD WAIVERS. Landlord hereby waives, releases and relinquishes any and
     all claims, rights,  interests,  liens upon and rights of distraint,  levy,
     attachment or recourse (whether arising by virtue of statute, common law or
     otherwise)  to equipment  or trade  fixtures  which Tenant may lease,  and
     equipment,  trade fixtures and other personal property owned by Tenant (the
     "Owned  Property").  Owned  Property  shall  include,  without  limitation,
     specialized equipment unique to the nature of Tenant's business, including,
     without  limitation,  computer software,  computer tapes,  computer program
     tapes,  computer program disks, computer program documentation and manuals,
     computer  program  codes,   customer  lists  or  other  such  inventory  or
     proprietary  information which may belong to Tenant or be in the possession
     of  Tenant,  which is located  upon the  Premises  during the Term,  or any
     renewal  or  extension   thereof.   The  foregoing   waiver,   release  and
     relinquishment is self-operative and does not require the necessity for any
     further  instrument or document.  Notwithstanding  the foregoing,  Landlord
     hereby  agrees to furnish,  upon  written  request,  waivers of  Landlord's
     rights  and  liens as  described  herein  and  shall  exempt  the same from
     distraint, levy, attachment or recourse.

25.  TENANT'S SECURITY REQUIREMENTS. "Tenant's Security Requirements" shall mean
     that Tenant requires advance notification of Landlord's intent to enter the
     Premises to show the Premises, or conduct inspections or repairs (except in
     emergency  situations) at which time Landlord's employees shall be prepared
     to provide proper identification.  Non-Landlord employees,  including,  but
     not limited to, potential buyers, mortgagees, invitees, guests or potential
     tenants,  shall be  accompanied by an employee of Tenant at all times while
     within  the  Premises.   If  Landlord  intends  to  show  the  Premises  to
     prospective tenants, Landlord shall additionally provide Tenant the name of
     the proposed tenant,  and, if the prospective  tenant is determined to be a
     competitor of Tenant,  Tenant shall, at Tenant's  option,  have at least 72
     hours to make any arrangements to further secure the Premises prior to such
     prospective tenant touring the Premises.

26.  SUBORDINATION AND ATTORNMENT.  This Lease and Tenant's rights in and to the
     Premises  and the  Building,  pursuant to the terms of this Lease,  are and
     shall be  subject  and  subordinate  to the lien of any  mortgage,  deed of
     trust,  security deed, ground lease or underlying lease now or hereafter in
     force  against the  Premises or the  Building.  Upon  request of  Landlord,
     Tenant will, in writing,  confirm the subordination of its rights hereunder
     to the lien of any mortgage,  deed of trust, security deed, ground lease or
     underlying  lease now or  hereafter  in force  against the  Premises or the
     Building,  and to all  advances  made  or  hereafter  to be made  upon  the
     security  thereof.  Tenant  shall  execute and return to Landlord  any such
     subordination documents within ten (10) business days of Landlord's written
     request.  In the event any proceedings are brought for  foreclosure,  or in
     the  event  of the  exercise  of the  power  of  sale  (or  deed in lieu of
     foreclosure) under any mortgage, security deed or deed of trust made by the
     Landlord covering the Premises, Tenant shall attorn to the purchaser at any
     such foreclosure,  or to the grantee of a deed in lieu of foreclosure,  and
     recognize  such  purchaser or grantee as the  Landlord  under this Lease as
     long as such purchaser or grantee  agrees to recognize  Tenant and Tenant's

                                      -13-
<PAGE>
     rights under this Lease and agrees not to disturb  Tenant so long as Tenant
     is not in default  hereunder,  and  assumes all rights and  obligations  of
     Landlord under this Lease.

27.  ESTOPPEL  CERTIFICATE.  Upon  written  request,  Tenant  shall  execute and
     deliver to  Landlord  (within  twenty  (20) days from the  delivery  of the
     request)   and/or  any  mortgagee  or  assignee  of  Landlord  an  estoppel
     certificate  substantially  in the form  attached  hereto as  Exhibit  "E".
     Failure to timely  deliver the  estoppel  certificate  shall  constitute  a
     default hereunder.

28.  SURRENDER OF  POSSESSION.  Upon  expiration of the Term of this Lease or as
     otherwise  provided   hereunder,   Tenant  shall  promptly  and  peacefully
     surrender the Premises to Landlord in as good condition as when received by
     Tenant from Landlord or as thereafter improved, reasonable use and wear and
     tear and damage by storm, fire, lightning, earthquake or other casualty and
     repairs  required  to  be  performed  by  Landlord  excepted,  all  to  the
     reasonable satisfaction of Landlord. If the Premises are not surrendered in
     accordance with the terms of this Lease, Tenant shall (subject to paragraph
     53  contained  herein)  indemnify  Landlord  and  its  agents,   employees,
     independent contractors,  officers,  directors,  partners, and shareholders
     against any loss or  liability  including  reasonable  attorneys'  fees and
     costs, and including liability to succeeding tenants,  resulting from delay
     by Tenant in so  surrendering  the  Premises.  This  indemnification  shall
     survive the expiration or earlier termination of this Lease.

29.  NON-WAIVER.  Waiver  by  Landlord  or  Tenant  of any  breach  of any term,
     covenant or condition  herein  contained shall not be deemed to be a waiver
     of such term,  covenant,  or condition(s);  or any subsequent breach of the
     same or any other term, covenant or condition of this Lease, other than the
     failure of either  party to pay any  financial  obligations  regardless  of
     Landlord's or Tenant's  knowledge of such  preceding  breach at the time of
     acceptance  of such  monies.  No provision of this Lease shall be deemed to
     have been waived or  modified  by Landlord or Tenant  unless such waiver or
     modification  shall be in writing and signed by the party against whom such
     waiver or modification is sought to be enforced.

30.  BUILDING  COMPLIANCE.  After the Commencement Date, and except as otherwise
     specified  herein with regard to repairs  and  alterations,  Tenant will be
     solely  responsible  for the compliance of the Premises with all applicable
     federal,  state and local law with respect to Tenant's use and occupancy of
     the Premises,  including, without limitation, any structural changes to the
     Building  mandated  by  federal,  state or local  law,  if such  structural
     changes are necessitated by Tenant's use and occupancy of the Premises.

31.  HAZARDOUS MATERIALS.

     A.   DEFINITION.  As used herein,  the term "Hazardous  Material(s)"  shall
          mean any substance or material which has been determined by any state,
          federal or local governmental authority to be capable of posing a risk
          of  injury  to  health,   safety  or  property,   including,   without
          limitation,  all of  those  materials  and  substances  designated  as
          hazardous or toxic by the city in which the Premises are located,  the
          U.S.  Environmental  Protection  Agency  (the  "EPA"),  or any federal
          agencies that have overlapping  jurisdiction with such state agencies,
          or any  other  governmental  agency  now or  hereafter  authorized  to
          regulate materials and substances in the environment.

     B.   TENANT'S COVENANT.  Tenant hereby covenants not to cause or permit any
          Hazardous  Material to be placed,  held, located or disposed of in, on
          or at the  Premises  or any part  thereof  and hereby  covenants  that
          neither the Premises nor any part thereof shall ever be used as a dump
          site  or  storage  site  (whether  permanent  or  temporary)  for  any
          Hazardous  Material  during  the  Term of this  Lease  (including  any
          extensions of the Term).  Tenant hereby agrees to indemnify and defend
          Landlord  and hold  Landlord  harmless  from and  against  any and all
          losses,  liabilities,  including strict liability,  damages, injuries,
          expenses,   including   reasonable   attorneys'  fees,  costs  of  any
          settlement  or  judgment  and claims of any and every kind  whatsoever
          paid,  incurred or suffered by, or asserted  against,  Landlord by any
          person or entity or governmental  agency for, with respect to, or as a
          direct or indirect result of, the presence on or under, or the escape,
          seepage,  leakage,  spillage,  discharge,   emission,  discharging  or
          release  from,  the  Premises of any  Hazardous  Material  (including,
          without  limitation,   any  losses,   liabilities,   including  strict

                                      -14-
<PAGE>
          liability,   damages,   injuries,   expenses,   including   reasonable
          attorneys'  fees,  costs  of any  settlement  or  judgment  or  claims
          asserted or arising under the  Comprehensive  Environmental  Response,
          Compensation and Liability Act, any so-called federal,  state or local
          "Superfund" or "Superlien" laws, statute, law, ordinance,  code, rule,
          regulation,  order  or  decree  regulating,  relating  to or  imposing
          liability,  including  strict  liability,  substances  or standards of
          conduct concerning any Hazardous Material),  provided,  however,  that
          the  foregoing  indemnity  is limited to matters  arising  solely from
          Tenant's  violation of the covenant contained in the first sentence of
          this  Paragraph  31.B.  Tenant hereby  agrees fully to cooperate  with
          Landlord and provide such documents, affidavits and information as may
          be  requested by Landlord  (i) to comply with any  environmental  law,
          (ii) to comply with the request of any  lender,  purchaser  or tenant,
          and/or (iii) for any other reason deemed  necessary by Landlord in its
          sole discretion.  Landlord shall have the right but not the obligation
          (after having given notice and a reasonable opportunity to cure to the
          Tenant), and without limitation of Landlord's rights under this Lease,
          to enter onto the  Premises or to take such other  actions as it deems
          necessary  or advisable  to cleanup,  remove,  resolve or minimize the
          impact of, or otherwise  deal with, any Hazardous  Material  following
          receipt of any notice  from any  person or entity  (including  without
          limitation the EPA) asserting the existence of any Hazardous  Material
          in, on or at the  Premises or any pan thereof  which,  if true,  could
          result in an order, suit or other action against Tenant or Landlord or
          both.  All reasonable  costs and expenses  incurred by Landlord in the
          exercise  of any such  rights,  which costs and  expenses  result from
          Tenant's  violation of the covenant contained in the first sentence of
          this  Subparagraph B, shall be deemed additional rent under this Lease
          and shall be payable by Tenant upon Landlord's  demand  therefor.  The
          provisions  of this  Paragraph  31  shall  survive  the  cancellation,
          termination or expiration of this Lease.

     C.   LANDLORD'S COVENANT. Landlord agrees that prior to and during the Term
          of this  Lease it shall not  introduce  Hazardous  Materials  onto the
          Property or any portion thereof, and shall indemnify and hold harmless
          Tenant from and against  any and all  losses,  liabilities,  including
          strict liability,  damages, injuries,  expenses,  including reasonable
          legal fees,  costs of any settlement or judgment and claims of any and
          every kind  whatsoever  paid,  incurred  or  suffered  by, or asserted
          against Tenant as a direct or indirect  result of the  introduction of
          Hazardous Materials onto the Property by Landlord.

32.  TRANSFER OF PROPERTY BY  LANDLORD.  If Landlord  should  convey,  transfer,
     assign or grant any or all rights of  Landlord in and to the  Premises,  to
     any  transferee,   assignee  or  grantee,  such  conveyance,   transfer  or
     assignment  document  shall  provide  that such  transferee,  assignee,  or
     grantee shall succeed to and assume the rights and  obligations of Landlord
     under this Lease  during  the  remaining  Term,  including  any  renewal or
     extension thereof.

33.  CIPHER LOCKS AND SECURITY SYSTEM.  Tenant shall be permitted to install, or
     use in  substitution,  combination  or  cipher  locks  on  interior  and/or
     exterior  Premises  doors.  Tenant  shall  also  be  permitted  to  install
     electronic security systems,  including, but not limited to, pass card door
     lock systems and camera  surveillance  systems,  subject to compliance with
     the Law.  Landlord  shall be provided with means of access to the Premises,
     subject, however, to the provisions of Paragraph 25. All such equipment and
     devices shall remain the personal  property of Tenant and may be removed by
     Tenant at the  expiration or other  termination  of this Lease,  and Tenant
     shall  repair  any  damage  caused by such  installation,  maintenance  and
     removal.

34.  CONFIDENTIALITY/MEDIA  RELEASES.  All information  communicated to Landlord
     shall be held by  Landlord  in  strict  confidence,  shall be used only for
     purposes of this  Lease,  and no such  information  shall be  disclosed  by
     Landlord, its agents or employees without the express prior written consent
     of  Tenant,  except  as  by  reason  of  legal,  accounting  or  regulatory
     requirements  beyond the reasonable control of Landlord.  Nothing contained
     herein shall  prohibit  Landlord  from issuing its standard  media  release
     concerning the execution of Lease and the  construction of the Premises,  a
     copy of which will be  submitted to Tenant  within  thirty (30) days of the
     execution of this Lease. Tenant or Tenant's  representatives shall have the
     right to review and approve any such press  release as to  statements  made

                                      -15-
<PAGE>
     about Tenant only,  which such approval shall not be unreasonably  withheld
     or delayed.  The press release  shall be deemed  approved if Tenant has not
     expressed  its  reasonable  objections  to the press  release in writing to
     Landlord within seven (7) business days from its delivery to Tenant.

35.  COMMUNICATIONS  EQUIPMENT.  Tenant may install and operate (without voiding
     or  violating  any roof  warranty  in  place),  at  Tenant's  sole cost and
     expense,  communications  equipment on the Premises,  including the roof of
     the Building;  provided, however, that such installations shall comply with
     the Law, as to roof installations,  Landlord shall approve the location and
     size of such  installation.  Tenant agrees to repair any damage arising out
     of the installation, operation or removal of such communications equipment.

36.  LANDLORD  REPRESENTATIONS AND WARRANTIES.  Landlord warrants and represents
     to Tenant the  following  matters as of the date of this Lease,  which such
     matters shall also be true as of the Commencement Date:

     A.   There is no pending and to the best of Landlord's knowledge,  there is
          no  threatened   condemnation  or  similar  proceeding  affecting  the
          Property or any portion thereof,  nor has Landlord  knowledge that any
          such action is presently contemplated.

     B.   There are no parties in  possession  of any portion of the Property as
          lessees, tenants at sufferance or trespassers.

     C.   The Property is zoned under a zoning  classification which permits the
          use of the Premises as contemplated under this Lease.

     D.   There  are no  restrictive  covenants  affecting  any  portion  of the
          Property which will be violated by the Building or other  improvements
          or by Tenant's  proposed use of the portions of the Property  affected
          by the restrictions.

     E.   There are no judgments of any court against  Landlord which in any way
          may  presently  constitute  a lien or at some future time be perfected
          into a lien upon any portion of the  Property  which would  materially
          impair Tenant's occupancy of the Premises,  and there is no litigation
          or  proceeding  pending  or  to  the  best  of  Landlord's  knowledge,
          threatened  against or relating to any portion of the  Property  which
          arises out of the conduct of Landlord upon the Property.

     F.   There are no unpaid  bills for  labor or  materials  furnished  to the
          Property or any  portion  thereof at the  instance  of Landlord  which
          would materially impair Tenant's occupancy of the Premises.

     G.   To the best of  Landlord's  current,  actual  knowledge,  no Hazardous
          Materials are present on or under the Property. Landlord shall deliver
          to Tenant copies of any and all  environmental  reports  affecting the
          Property in its possession.

     H.   The Premises  complies and at substantial  completion will comply with
          all applicable federal, state and local laws.

"Current, actual knowledge" shall mean the conscious awareness of facts or other
information of Landlord's Representatives.

37.  DISADVANTAGED  OR  WOMEN-OWNED  BUSINESSES.  Tenant,  in  cooperating  with
     governmental  requirements to ensure  opportunities  for  disadvantaged and
     women-owned  businesses,   requests  that  Landlord  use  its  commercially
     reasonable  efforts to include,  as part of Landlord's  bidding  process in
     connection  with the  construction,  repair or maintenance of the Premises,
     bidders who qualify as disadvantaged or women-owned businesses. Pursuant to
     applicable  law,  bidders  who  qualify  as  disadvantaged  or  women-owned
     businesses must be able to certify as to their qualification. Additionally,
     if chosen,  such bidder  must  continually  be able to certify  such status

                                      -16-
<PAGE>
     throughout  the term of any  agreement  and  Tenant and  Landlord  shall be
     entitled  to rely  upon  such  certification.  As  used  in  this  request,
     disadvantaged  and women-owned  businesses are defined by applicable United
     States or local governmental  regulations.  Landlord shall not be deemed to
     be in default  under this Lease for failure to comply  with this  Paragraph
     37,  provided,  however,  Tenant  shall not be  considered  to have granted
     consent or approval for such  failure if, in fact,  Landlord is required to
     perform in accordance with the Law.

38.  FORCE MAJEURE.  A party to this Lease shall be excused from the performance
     of its duties and obligations under this Lease,  except obligations for the
     payment  of  money,  for the  period of  delay,  caused by labor  disputes,
     governmental  regulations,  riots, war, insurrection,  acts of God or other
     causes beyond the control of the parry whose  performance  is being excused
     (but such causes shall not include insufficiency of funds).

39.  BROKERS.  Tenant and Landlord acknowledge that Jones Lang Wooton USA is the
     sole real estate broker  responsible for bringing about or negotiating this
     Lease and is the sole broker with whom either has dealt with regard to this
     Lease.  Landlord shall pay a commission to said broker in accordance with a
     separate agreement. Tenant and Landlord agree to defend, indemnify and hold
     harmless the other  from  any expense or  liability  arising out of a claim
     for compensation by any other broker.

40.  SIGNAGE.  Tenant shall have the right to install and maintain a sign on the
     Building and the Premises;  provided,  however, that all such installations
     shall  be  in  compliance   with  applicable   statutes,   regulations  and
     ordinances, shall be placed in such a location and shall be of such size as
     shall be  reasonably  approved  by  Landlord.  Tenant  agrees to repair any
     damage caused by the installation, maintenance or removal of such sign.

41.  HOLDING OVER.  Should Tenant  holdover in the Premises or any part thereof,
     such  holding over shall  constitute  a month to month  tenancy at a rental
     equal to 150% of the Base Rent  payable for the last month of the Term,  or
     then  current  renewal or  extension  term.  Tenant shall be subject to all
     other terms and conditions of this Lease.

42.  ATTORNEYS'  FEES.  In case it should be necessary for Landlord or Tenant to
     bring any action under this Lease,  the  nonprevailing  party agrees to pay
     reasonable attorneys' fees, including,  without limitation, legal assistant
     or  paralegal  fees,  secretarial  overtime,  special  mailing  and courier
     services,  telecopies/faxes,  filing fees, and reasonable  travel  expenses
     (including,    without   limitation,    airfare,    hotel   accommodations,
     on-the-ground transportation, meals) incurred by the prevailing party.

43.  QUIET ENJOYMENT. For so long as Tenant is not in default hereunder,  Tenant
     shall  peaceably and quietly hold and enjoy the Premises for the Term,  and
     any renewals and  extensions  thereof,  without  hindrance from Landlord or
     anyone claiming by, through or under Landlord.

44.  NOTICES.  Any  notice  required  to be  delivered  shall  be  deemed  to be
     delivered when actually  received or date attempted to deliver and refused,
     after (i) being sent by a recognized,  bonded, national,  overnight courier
     service;  (ii)  deposited  in the  United  States  mail,  postage  prepaid,
     certified   mail,   return   receipt   requested;    or   (iii)   sent   by
     telecommunication  ("Fax")  during normal  business  hours in which case it
     shall be deemed delivered on the day sent, provided an original is received
     by the  addressee  after being sent by a  nationally  recognized  overnight
     courier  within one (1) business  day of the Fax,  addressed to Landlord or
     Tenant at their addresses specified herein, respectively,  or at such other
     address as specified by written notice by either parry.

45.  ENTIRE   AGREEMENT.   This  Lease   represents  the  entire  agreement  and
     understanding   between   Landlord   and   Tenant,   and   there   are   no
     representations,  understandings,  stipulations, agreements or promises not
     incorporated in writing herein.

46.  AMENDMENTS.  No amendments or modifications  shall be effective unless such
     agreement  is in writing and signed by Tenant and  Landlord,  nor shall any
     custom,  practice or course of dealing  between the parties be construed to

                                      -17-
<PAGE>
     waive the  right to  require  specific  performance  by the other  party in
     compliance with this Lease.

47.  LEGAL  INTERPRETATION.  This Lease shall be governed  by, and  construed in
     accordance with, the laws of the State of Texas. If any clause or provision
     of this Lease is illegal,  invalid or unenforceable under present or future
     laws,  then it is the  intention of the parties that the  remainder of this
     Lease shall not be affected,  and that, in lieu of each affected  clause or
     provision,  there be added a  clause  or  provision  as  similar  as may be
     possible to the  affected  clause or  provision  which is legal,  valid and
     enforceable.  Words of any gender  shall be  construed to include any other
     gender,  and words in the singular number shall be construed to include the
     plural,  unless  the  context  otherwise  requires.  The  headings  of  the
     paragraphs  have  been  inserted  for  convenience  only  and are not to be
     considered in any way in the construction or  interpretation of this Lease.
     Except as  otherwise  herein  expressly  provided,  the terms of this Lease
     shall apply to, inure to the benefit of, and be binding  upon,  the parties
     and their respective  assigns,  successors and legal  representatives.  Any
     suit or venue for any  cause of action  arising  from or  relating  to this
     Lease shall be brought in Collin County, Texas.

48.  OPTION TO RENEW.  Provided  Tenant  is not in  default  of any of the terms
     hereunder,  upon 180 days' prior written notice, Tenant shall have the sole
     option to extend and renew the Term for up to two (2) additional periods of
     five (5) years each,  upon the same terms and  conditions as in this Lease,
     except Base Rent shall be at the fair market rate to be mutually  agreed by
     both parties but in no event lower than the Base Rent for the last month of
     the Term prior to the  extension.  Fair market rate shall mean rental rates
     for  premises of similar  size and quality as the  Premises  located in the
     vicinity of the Premises. If Landlord and Tenant are unable to agree on the
     fair market rate,  (unless  either party elects not to proceed)  each shall
     appoint (and pay the fees and expenses of) an MAI qualified  appraiser with
     at least  ten (10)  years  experience  in  similar  properties,  who  shall
     promptly  meet and set the fair market rate.  If they are unable to set the
     fair  market  rate,  the  appraisers  shall  select a third  MAI  qualified
     appraiser (with at least ten (10) years relevant experience) whose fees and
     expenses shall be paid for on an equal basis by Landlord and Tenant and the
     third  appraiser  shall select  either one or the other fair market rate as
     set by the first two  appraisers  and that  rate  shall be deemed  the fair
     market rate.  After the fair market rate has thus been set, either Landlord
     or Tenant may elect not to  proceed  with  renewal  of the Lease,  and thus
     allow the Term to expire.  In order for the renewal  term and the Base Rent
     to be  effective,  an amendment to Lease shall be executed and delivered by
     and between Landlord and Tenant.

49.  AUTHORITY  TO ENTER INTO LEASE.  Each  individual  executing  this Lease on
     behalf of the Tenant or Landlord  represents  and  warrants  that he/she is
     duly  authorized  to execute and deliver this Lease on behalf of the Tenant
     or Landlord,  in accordance with a duly adopted  resolution of the board of
     directors  of said  corporation  or the  managing  partner  of the  limited
     partnership  or in  accordance  with  the  bylaws  of said  corporation  or
     partnership  agreement,  and that this Lease is binding on the  corporation
     and/or limited partnership in accordance with its terms.

50.  PARTIES BOUND.  The  preparation and submission of a draft of this Lease by
     either party to the other parry shall not  constitute  an offer,  nor shall
     either  party be bound to any terms of this Lease or the  entirety  of this
     Lease,  until both  parties  have fully  executed a final  document  and an
     original signature  document has been received by both parties.  Until such
     time  as  described  in the  previous  sentence,  either  parry  is free to
     terminate negotiations without any obligation to the other party.

51.  TRANSFER  OF  LANDLORD'S  INTEREST.  In the  event  of any  transfer(s)  of
     Landlord's  interest in the  Premises,  other than a transfer  for security
     purposes only, the transferor  shall be  automatically  relieved of any and
     all obligations  and liabilities on the part of Landlord  accruing from and
     after  the date of such  transfer,  and  Tenant  agrees  to  attorn  to the
     transferee  so long as  transferee  assumes all of  Landlord's  obligations
     under this lease.

52.  RIGHT TO PERFORM. If Tenant shall fail to pay any sum of money, required to
     be paid by it  hereunder,  or if Tenant shall fail to perform any other act
     on its part to be performed  hereunder  which such failure  shall  continue
     beyond the  applicable  cure  periods,  then,  in  addition  to an event of

                                      -18-
<PAGE>
     default,  Landlord  may,  but shall not be  obligated so to do, and without
     waiving or releasing  Tenant from any obligations of Tenant,  make any such
     payment  or  perform  any such  other  act on  Tenant's  part to be made or
     performed as provided in this Lease.  Notwithstanding the foregoing, in the
     event  of an  emergency,  if  Tenant  shall  fail to pay any sum of  money,
     required to be paid by it  hereunder or shall fail to perform any other act
     on its part to be  performed  hereunder,  Landlord  may,  but  shall not be
     obligated  so to do, and  without  waiving  or  releasing  Tenant  from any
     obligations  of Tenant,  immediately  make any such  payment or perform any
     such other act on Tenant's part to be made or performed as provided in this
     Lease.  Landlord  shall have (in  addition  to any other right or remedy of
     Landlord)  the same rights and remedies in the event of the  nonpayment  of
     sums due under  this  Paragraph  is in the case of default by Tenant in the
     payment of Base Rent. All sums paid by Landlord and all penalties, interest
     and costs in  connection  therewith,  shall be due and payable by Tenant as
     additional  rent on the next day after such payment by  Landlord,  together
     with interest thereon at the maximum rate of interest permitted by law from
     such date to the date of payment.

53.  LIMITATION  ON LIABILITY.  Neither  Landlord nor Tenant shall be liable for
     any consequential,  speculative, indirect or punitive damages of any parry,
     including  third  parties,  arising out of a breach of any covenant of this
     Lease, unless expressly stated elsewhere in this Lease.

54.  GENERAL PROVISIONS.

     A.   MARGINAL HEADINGS, ETC. The marginal headings,  Table of Contents, and
          titles to the  paragraphs  and  subparagraphs  of this Lease are not a
          part of the Lease and shall have no effect  upon the  construction  or
          interpretation of any part hereof.

     B.   RECORDATION.  Neither Landlord nor Tenant shall record this Lease, but
          a  short-form  memorandum  hereof may be  recorded  at the  request of
          Landlord.

     C.   CUMULATIVE  REMEDIES.  No remedy or election hereunder shall be deemed
          exclusive but shall,  whenever possible,  be cumulative with all other
          remedies  at law or in  equity,  except as set  forth to the  contrary
          herein.

     D.   TIME IS OF THE ESSENCE.  Time is of the essence of this Lease.  Unless
          specifically  provided  otherwise,  all references to terms of days or
          months shall be construed as  references  to calendar days or calendar
          months, respectively.

     E.   EXECUTION.  This Lease may be executed in any number of  counterparts,
          each of which  shall be deemed an  original  and any of which shall be
          deemed to be complete in itself and may be introduced into evidence or
          used for any purpose without the production of the other counterparts.

     F.   NO JOINT  VENTURE.  This Lease does not and shall not be  construed to
          create a partnership,  joint venture or any other  relationship  other
          than that of landlord and tenant.

                                      -19-
<PAGE>
         WITNESS  THE  SIGNATURES  of the  parties  hereto  this  day  and  year
aforesaid.


LANDLORD:                               TENANT:

KREG-SW, L.P.,                          ELECTRONIC DATA SYSTEMS CORPORATION
a California limited partnership


                                        By: /s/ John M. Yeaman
                                            -------------------------------
By: KREG Operating Company,                 John M. Yeaman
    a Delaware corporation                  Director of Real Estate
    Its General Partner


By:    /s/ Steven W. Vaughn
       ---------------------------
Name:  Steven W. Vaughn
       ---------------------------
Title: President
       ---------------------------

                                      -20-
<PAGE>
                            FIRST AMENDMENT TO LEASE

     Reference is made to that certain  Lease  Agreement  (the  "Lease"),  dated
October 29, 1996, by and between KREG-SW, L.P.. a California limited partnership
("Landlord")  and ELECTRONIC DATA SYSTEMS  CORPORATION,  a Delaware  corporation
("Tenant"). This First Amendment shall be incorporated into, and made a part of,
the Lease and may be hereinafter referred to collectively as the "Lease".

                                    RECITALS

     WHEREAS,  pursuant to the Lease, Tenant leases from Landlord  approximately
261,700  net  rentable  square  feet of space (the  "Premises"),  located at 105
Bethany Road, Allen, Texas (the "Building"),  more particularly described in the
Lease; and

     WHEREAS,  Tenant desires to change and extend the Scheduled Completion Date
(as defined in the Lease) and extend the dates  before  Landlord is  responsible
for any penalties, and Landlord is agreeable to such changes and extension.

     NOW, THEREFORE,  KNOW ALL MEN BY THESE PRESENTS,  for $10.00 and other good
and  valuable  consideration,  the  receipt  and  sufficiency  which  is  hereby
acknowledged, Landlord and Tenant mutually covenant and agree as follows:

     1.   In the event of a conflict  between the terms and  conditions  of this
          First Amendment and the Lease,  the terms and conditions of this First
          Amendment shall prevail.

     2.   All  capitalized  terms used in this  First  Amendment  not  otherwise
          defined  herein shall have the same meaning  ascribed to such terms in
          the Lease.

     3.   Subparagraph  1.0.  of the Lease,  shall be amended  by  changing  the
          "Scheduled  Completion Date" to July 18. 1997. The "Term" of the Lease
          set forth in Subparagraph  1.P.,  shall remain 7 years,  however,  the
          "Expiration Date" shall change to be July 17, 2004.

     4.   Subparagraph  1.N.  of the Lease,  shall be amended  by  changing  the
          "Outside Completion Date" to November 17,1997.

     5.   Due to the extension of the Scheduled  Completion  Date,  Subparagraph
          8A.,  REMEDIES OF  TENANT, shall be amended by extending the date when
          Landlord's  penalties  commence  due  to  Landlord  not  substantially
          completing  the  Building   Shell,   the  Site  Work  and  the  Tenant
          Improvements  (collectively,  the "Work") on the Scheduled  Completion
          Date.  The date "July 13,  1997" shall be deleted and the date "August
          17, 1997" shall be inserted. The date for Tenant to elect to terminate
          the Lease related to Landlord's failure to substantially  complete the
          Work after the Outside  Completion Date, is extended as provided under
          Paragraph 4 of this Amendment.
<PAGE>
     6.   Except for the matters  specifically  addressed  herein,  the Premises
          shall be governed by the terms and conditions of the Lease.  The Lease
          is  hereby  amended,  ratified  and  affirmed  and  all  other  terms,
          covenants and conditions of the Lease not modified herein shall remain
          unchanged and in full force and effect.

     IN WITNESS WHEREOF, Landlord and Tenant hereby execute this First Amendment
as of 4/24/1997.

LANDLORD:                               TENANT:

KREG-SW, L.P.                           ELECTRONIC DATA SYSTEMS
                                          CORPORATION



By: /s/ Tobin C. Grove                  By: /s/ John M. Yeaman
    --------------------------------        ----------------------------------
Printed Name: Tobin C. Grove                    John M. Yeaman
              ----------------------
Title: Vice President                   Title  Director of Real Estate
       -----------------------------
Date:  4/24/97                          Date:  4-14-97
     -------------------------------          --------------------------------

<PAGE>
                            SECOND AMENDMENT TO LEASE

     Reference is made to that certain Lease  Agreement (the "Original  Lease"),
dated  October 29, 1996,  by and between  KREG-SW,  L.P.,  a California  limited
partnership  ("Landlord")  and ELECTRONIC DATA SYSTEMS  CORPORATION,  a Delaware
corporation  ("Tenant"),  as amended  by First  Amendment  to Lease (the  "First
Amendment"),  dated April 24, 1997. This Second  Amendment shall be incorporated
into,  and  made a part  of,  the  Lease  and  may be  hereinafter  referred  to
collectively as the "Lease".

                                    RECITALS

     WHEREAS,  pursuant to the Lease, Tenant leases from Landlord  approximately
261,700  net  rentable  square  feet of space (the  "Premises"),  located at 105
Bethany Road, Allen, Texas (the "Building"),  more particularly described in the
Lease; and

     WHEREAS,  Tenant desires to change and extend the Scheduled Completion Date
(as  defined in the Lease) and  extend the dates  before  Landlord  or Tenant is
responsible  for any  penalties,  and  Landlord is agreeable to such changes and
extension.

     NOW, THEREFORE,  KNOW ALL MEN BY THESE PRESENTS,  for $10.00 and other good
and  valuable  consideration,  the  receipt  and  sufficiency  which  is  hereby
acknowledged, Landlord and Tenant mutually covenant and agree as follows:

     1.   In the event of a conflict  between the terms and  conditions  of this
          Second  Amendment  and the  Lease,  the terms and  conditions  of this
          Second Amendment shall prevail.

     2.   All  capitalized  terms used in this Second  Amendment  not  otherwise
          defined  herein shall have the same meaning  ascribed to such terms in
          the Lease.

     3.   Subparagraph  1.0.  of the Lease,  shall be amended  by  changing  the
          "Scheduled Completion Date" to August 1, 1997. The "Term" of the Lease
          set forth in Subparagraph  1.P.,  shall remain 7 years,  however,  the
          "Expiration Date" shall change to be July 31, 2004.

     4.   Subparagraph  1.N.  of the Lease,  shall be amended  by  changing  the
          "Outside Completion Date" to December 31, 1997.

     5.   Due to the extension of the Scheduled  Completion  Date,  Subparagraph
          8.A., REMEDIES OF TENANT,  shall be amended by extending the date when
          Landlord's  penalties  commence  due  to  Landlord  not  substantially
          completing  the  Building   Shell,   the  Site  Work  and  the  Tenant
          Improvements  (collectively,  the "Work") on the Scheduled  Completion
          Date. The date "August 17, 1997" shall be deleted and the date "August
          31, 1997" shall be inserted. The date for Tenant to elect to terminate
          the Lease related to Landlord's failure to substantially  complete the
          Work after the Outside  Completion Date, is extended as provided under
          Paragraph 4 of this Amendment.
<PAGE>
     6.   Except for the matters  specifically  addressed  herein,  the Premises
          shall be governed by the terms and conditions of the Lease.  The Lease
          is  hereby  amended,  ratified  and  affirmed  and  all  other  terms,
          covenants and conditions of the Lease not modified herein shall remain
          unchanged and in full force and effect.

         IN WITNESS  WHEREOF  Landlord  and Tenant  hereby  execute  this Second
Amendment as of July 11, 1997.

LANDLORD                                TENANT:

KREG-SW, L.P.                           ELECTRONIC DATA SYSTEMS
                                          CORPORATION


By: /s/ Tobin C. Grove                  By: /s/ John M. Yeaman
   ------------------------------           ------------------------------
Printed Name: Tobin C. Grove                    John M. Yeaman
              -------------------
Title: V.P.                             Title: Director of Real Estate
      --------------------------
Date: 7/11/97                           Date:  7/1/97
     ----------------------------            -----------------------------