<PAGE>

                         AMENDMENT TO LEASE AGREEMENT

         THIS AMENDMENT TO LEASE AGREEMENT ("AMENDMENT"), by and between (i)
CAPTAIN'S PORTFOLIO L.P., a Texas limited liability company ("LANDLORD") and
(ii) ROCKPORT GROUP of TEXAS, INC. ("TENANT"), is executed effective as of
this 23rd day of January, 2000 (the "EFFECTIVE DATE").

                            W I T N E S S E T H:

         WHEREAS, 50 B.H., Inc., ("PRIOR LANDLORD") heretofore entered into
that certain Office Lease with SECURE HEALTH SAVINGS CORPORATION ("ASSIGNOR")
dated June 4, 1997 (the "LEASE"), under and pursuant to the terms of which
Tenant has leased certain office space containing approximately 9,725
rentable square feet ("LEASED PREMISES") more particularly described in the
Lease; and

         WHEREAS, the Lease was Assigned from Secure Health Savings Corporation
to Rockport Group of Texas on December 15, 1997; and

         WHEREAS, Landlord has purchased the building commonly known as the
50 Briar Hollow Lane West Office Building (the "PROPERTY") located at 50 Briar
Hollow Lane, Houston, Harris County, Texas in which the Leased Premises are
located, and has therefore succeeded to the interest of Prior Landlord under
the Lease; and

         WHEREAS, Landlord and Tenant have agreed to modify the Lease upon
the terms and conditions set forth below.

                                   AGREEMENT:

         NOW, THEREFORE, for and in consideration of the mutual covenants
contained herein and for other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged and confessed, Landlord and
Tenant do hereby covenant and agree that the Lease is amended, modified and
supplemented as follows:

         (1)  RENTAL PAYMENTS.  Landlord and Tenant acknowledge and agree
that the Base Rent under the Lease shall be amended as follows:

         July 1, 2000 to July 31, 2000:             $0.00
         August 1, 2000 to December 31, 2000:       $12,557.76 per month;
         January 1, 2001 to June 30, 2002:          $16,322.55 per month;
         July 1, 2002 to June 30, 2003:             $16,831.17 per month
         July 1, 2003 to June 30, 2005:             $17,340.80 per month

<PAGE>

         (2)  LEASE TERM.  The Lease Term set forth in the Lease is hereby
revised and the Lease is hereby renewed for an additional five (5) year
period commencing July 1, 2000 such that the REVISED EXPIRATION DATE JUNE 30,
2005 ("RENEWAL TERM").

         (3)  ADDITIONAL PREMISES.  Landlord and Tenant hereby acknowledge
and agree that upon the later of, the completion of the alterations set forth
in Paragraph 4(b) below (the "ALTERATIONS"), Tenant shall lease an additional
2,494 rentable square feet in the Property ("ADDITIONAL PREMISES"), which
Additional Premises is commonly known as suite 520 W and shown on EXHIBIT A
attached hereto and incorporated herein by reference. All references in the
Lease to the "Premises" or "Leased Premises" shall be a reference to, and
shall include, both the existing Leased Premises and the Additional Premises,
such that upon completion of the Alterations to the Additional Premises, the
Leased Premises shall be 12,219 rentable square feet. THE RENT REFLECTED IN
PARAGRAPH 1 ABOVE CONTEMPLATES THE TENANT NOT PAYING OR ACCRUING RENT ON THE
ADDITIONAL PREMISES UNTIL JULY 1, 2000 AND THAT THE RENT FOR THE ADDITIONAL
PREMISES IS CALCULATED BASED ON A RATE OF $15.50/SF/YR FROM JULY 1, 2000 TO
DECEMBER 31, 2000 BUT THAT RENT IS AMORTIZED OVER THE REMAINING FIFTY-FOUR
(54) MONTHS OF THE LEASE TERM AT AN INTEREST RATE OF TEN (10%) PERCENT.

         (4)  TENANT IMPROVEMENTS.  Landlord shall provide to Tenant a
$48,876.00 improvement allowance ("ALLOWANCE") for renovating Suites 515 and
520 of the Leased Premises ($4.00 per rentable square foot) to be paid to
Tenant in accordance with the terms of this provision. Upon completion of any
improvements or alterations to Suites 515 and 520 of the Leased Premises and
the submission to Landlord of (i) evidence of payment for such improvements
and/or alterations and (ii) if required by Landlord, lien waivers from the
contractor, subcontractor or supplier of materials, then Landlord will
reimburse Tenant for such amounts, to the extent Refurbishment Allowance
proceeds are available. Nothing herein shall be deemed to constitute
Landlord's approval of any alterations or improvements to Suite 515 and 520
of the Leased Premises, and any alterations made by Tenant to the Leased
Premises shall be subject to the terms and provisions of the Lease.
Additionally, any Allowance proceeds which are not used by Tenant on or
before August 1, 2002, shall be deemed waived by Tenant, and Tenant shall no
longer be entitled to such funds.

Tenant acknowledges and agrees that (i) Landlord is only providing Tenant
with a $48,876.00 ($4.00 per rentable square foot) Allowance towards the
alterations to the Leased Premises and (ii) to the extent the cost of such
alterations and/or improvements (including a 5% construction management fee
paid to PIC, Inc. and architectural fees) exceeds the amount of the
Allowance, then Tenant shall be responsible for such overage and shall
immediately reimburse Landlord upon written request therefor, for costs
incurred by Landlord over and above $48,876.00.

         (5)  OPTION TO EXTEND LEASE TERM.  Tenant, at its option, may extend
the Lease Term for a period of five (5) years, provided (i) Tenant provides
Landlord with written notice of its intent to extend the Lease Term at least
six (6) months prior to the expiration of the initial Lease Term and (ii)
Tenant is not in default of its obligations under the Lease either at the
time it sends such notice to Landlord or at the time that the extension term
commences. Upon the service of such notice and subject to the conditions set
forth in the preceding sentence, this Lease shall be extended without the
necessity of the execution of any further instrument or document. Such
extension term shall commence upon the expiration date of the initial Lease
Term, expire upon the annual anniversary of


<PAGE>

such date five (5) years thereafter, and be upon the same terms, covenants,
and conditions as provided in the Lease for the initial Lease Term except that
the Basic Rent payable during the extension term shall be at the prevailing
rate for comparable space in the Property at the commencement of such
extension term. Payment of all additional rent and other charges required to
be made by Tenant under the Lease for the initial Lease Term shall continue to
be made during the extension term. Any assignment of the Lease or subletting
of the Leased Premises by Tenant shall terminate the option to extend the
Lease Term contained herein. Notwithstanding the foregoing, in no event shall
Base Rent for the extension term be less than the Base Rent during the last
year of the initial Lease Term.

        (6)    RIGHT OF FIRST REFUSAL:  Tenant shall have a one time right of
first refusal ("RIGHT OF FIRST REFUSAL") on any space adjacent to the Leased
Premises ("ADDITIONAL SPACE"). Prior to Landlord leasing any Additional Space
to third parties (other than (i) the tenant then in possession of the
Additional Space or (ii) any tenant current holding a right to expand into or
right of first refusal on Additional Space), Landlord shall first offer to
lease to Tenant the Additional Space. Such offer (the "OFFER NOTICE") shall be
in writing and specify the lease terms for the Additional Space, including the
rent to be paid for the Additional Space and the date on which the Additional
Space shall be included in the Leased Premises. Tenant shall notify Landlord
in writing whether Tenant elects to lease the Additional Space on the terms
set forth on the Offer Notice within five (5) days after Landlord delivers the
Offer Notice. If Tenant timely elects to lease the Additional Space, then
Landlord and Tenant shall executive an amendment to the Lease which sets forth
the terms and provisions contained in the Offer Notice and provides that the
term of the lease for the Additional Space shall expire upon the expiration of
the Lease Term, as same may be extended pursuant to the terms hereto. Except
as otherwise expressly set forth in the Offer Notice, Tenant shall accept the
Additional Space in an "AS-IS, WHERE-IS" condition and Landlord shall not
provide to Tenant any allowance or other tenant inducements. Notwithstanding
the foregoing, if prior to Landlord's delivery of the Offer Notice, Landlord
has received an offer to lease all of part of the Additional Space from a
third party ("THIRD PARTY OFFER"), and such Third Party Offer includes space
in excess of the Additional Space, then Tenant must exercise its rights
hereunder if at all, as to all of the Property contained in the Third Party
Offer. If Tenant fails or is unable to timely exercise its rights hereunder
then the Right of First Refusal shall lapse, time being of the essence with
respect to the exercise thereof, and Landlord may lease all of any portion of
the Additional Space to third parties on such terms as Landlord may elect in
its sole discretion. Tenant may not exercise this rights under this provision
if Tenant is in default of its obligations under this Lease or has assigned
its interest in the Lease or sublet any portion of the Leased Premises.

        (7)    OPERATING EXPENSES:  The Operating Expenses for the Expansion
Premises shall be calculated using a 2000 Base Year. The Operating Expenses
for the Original Leased Premises shall remain as set forth in the Lease.

        (8)    PARKING:  Landlord agrees to provide twenty (20) additional
covered reserved parking spaces in Parking Level 2 as shown on Exhibit "A"
attached hereto and made a part of this Amendment. These twenty parking spaces
shall be free of charge for the term of the Lease.

                                       3

<PAGE>

        (9)    SIGNAGE:  Tenant shall be granted the right to place Tenant's
name on one (1) panel of the existing monument sign for the term of the Lease.
Tenant shall at Tenant's expense have the sign manufactured and installed.
Tenant shall submit a rendering of the proposed signage to Landlord for
Landlords approval. The rent for the sign is incorporated in the Base Rent
set forth in this Amendment.

        (10)   DEFINED TERMS:  Except as expressly defined in this Amendment,
all initial capitalized terms in this Amendment shall have the meaning
assigned to such terms in the Lease.

        (11)   EFFECT OF THIS AMENDMENT:  Except as specifically amended by
the provisions hereof, the terms and provisions in the Lease shall continue to
govern the rights and obligations of the parties thereunder, and all
provisions and covenants of the Lease shall remain in full force and effect as
stated therein. In addition, the Lease hereby is amended and modified in a
manner consistent with the terms and provisions of this Amendment. This
Amendment and the Lease shall be construed as one instrument. In the event of
any conflict between this Amendment and the Lease, the terms and provisions of
this Amendment shall control and shall be paramount, and the Lease shall be
construed accordingly. The terms, provisions and covenants of this Amendment
shall inure to the benefit of and be binding upon the parties hereto and their
respective heirs, successors in interest and legal representatives. The terms
and conditions of this Amendment may not be modified, amended, altered or
otherwise affected except by instrument in writing executed by Landlord and
Tenant. THIS AMENDMENT REPRESENTS THE FINAL AGREEMENT BETWEEN LANDLORD AND
TENANT WITH RESPECT TO THE AMENDMENT OF THE LEASE, AND MAY NOT BE CONTRADICTED
BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS BETWEEN
LANDLORD AND TENANT. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN LANDLORD
AND TENANT.

        (12)   COUNTERPARTS:  This Amendment may be executed in multiple
counterparts, each of which for all purposes is deemed an original, and all of
which constitute collectively but one instrument; but in making proof of this
Amendment, it shall not be necessary to produce or account for more than one
(1) such counterpart.

            (The balance of this part is intentionally left blank.)






                                       4

<PAGE>

               IN WITNESS WHEREOF, Landlord and Tenant have executed this
Amendment as of the Effective Date.


                                       LANDLORD:


                                       CAPTAIN'S PORTFOLIO, L.P.

                                       By:  RMC-Captain's GP, LLC
                                            a Texas limited liability company


                                            By:
                                                    ---------------------------
                                                    R. Maurice Crowe, Jr.
                                                    Manager



                                       TENANT


                                       ROCKPORT GROUP OF TEXAS, INC.

                                       By:  /s/Harry Neer
                                            ------------------------------
                                            Name: Harry Neer
                                                  -----------------------
                                            Title: President/CEO
                                                   ----------------------







                                       5

<PAGE>



















                                   [FLOOR PLAN]




















<PAGE>



















                                   [FLOOR PLAN]





















<PAGE>

                                       RIDER "1"

This exhibit shall serve as written notification of the remittance address
for rental payments as described in SECTION 2.2 BASE RENT of this Lease.


           ------------------------------------------------------------------
              Building:    5o Briar Hollow

              Check should be made payable to:

              Hatfield Phillips, Inc. on behalf of LBHI for the benefit of
              Captain's Portfolio, L.P." and mailed to -
              Briar Hollow
              P.O. Box 650747
              Dallas, TX 75265-0747
           ------------------------------------------------------------------



     I hereby acknowledge that as of this 3 day of March, 2000, I have
received and read the above-referenced payments mailing notification.

                                       TENANT:

                                       ROCKPORT GROUP OF TEXAS, INC.

                                       By: /s/ Harry M. Neer
                                          ------------------------------------
                                          Printed: Name: Harry Neer
                                          Title: President/CEO



                                       -6-
<PAGE>

                                       RIDER "2"

-------------------------------------------------------------------------------


           LEHMAN BROTHERS HOLDINGS, INC. D/B/A LEHMAN CAPITAL, A
                  DIVISION OF LEHMAN BROTHERS HOLDINGS, INC.
                                    [LENDER]




                                    - and -




                         ROCKPORT GROUP OF TEXAS, INC.
                                      [TENANT]




                        SUBORDINATION, NON-DISTURBANCE AND
                                ATTORNMENT AGREEMENT



                                       Dated:     January 17, 2000

                                       Location:  50 Briar Hollow Lane
                                                  Houston, Texas 77027




                                       Lot:
                                       Block:
                                       Addition:
                                       County:



-------------------------------------------------------------------------------

-------------------------------------------------------------------------------

-------------------------------------------------------------------------------

                                                                       Initials
                                                                          HN
                                                                       --------
                                                                       --------


                                       -7-

<PAGE>

             SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT

         THIS SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT (the
"Agreement") is made as of the 17th day of January, 2000 by and between
Lehman Brothers Holdings, Inc., d/b/a/ Lehman Capital, A Division of Lehman
Brothers Holdings, Inc. ("Lender"), having an address at 3 World Financial
Center, New York, NY, 10285 and Lessee, Rockport Group of Texas, Inc.
("Tenant"), having an address at 50 Briar Hollow Lane, Suite, Houston, Texas
77027.

                                   RECITALS:

         A.   Tenant is the holder of a leasehold estate in a portion of the
property described on the legal description attached hereto (the "Property")
under and pursuant to the provisions of a certain lease date June 4, 1997
between 50 B.H. Inc., as landlord (the "Landlord") and Rockport Group of
Texas, Inc., as Tenant (the "Lease").

         B.   The Property is or is to be encumbered by one or more
mortgages, deeds of trust, deeds to secure debt or similar security
agreements (collectively, the "Security Instrument") in favor of or to be
assigned to Lender; and

         C.   Tenant has agreed to subordinate the Lease to the Security
Instrument and to the lien thereof and Lender has agreed to grant
non-disturbance to Tenant under the Lease on the terms and conditions
hereinafter set forth.

                                  AGREEMENT:

         NOW, THEREFORE, the parties hereto mutually agree as follows:

         1.   SUBORDINATION.  The Lease shall be subject and subordinate in
all respects to the lien and terms of the Security Instrument, to any and all
advances to be made thereunder and to all renewals, modifications,
consolidations, replacements and extensions thereof.

         2.   NONDISTURBANCE.  So long as Tenant pays all rents and other
charges as specified in the Lease and is not otherwise in default (beyond
applicable notice and cure periods) of any of its obligations and covenants
pursuant to the Lease, Lender agrees for itself and its successors in
interest and for any purchaser of the Property upon a foreclosure of the
Security Instrument, that Tenant's possession of the premises as described in
the Lease will not be disturbed during the term of the Lease, as said term
may be extended pursuant to the terms of the Lease or as said premises may be
expanded as specified in the Lease, by reason of a foreclosure. For purposes
of this agreement, a "foreclosure" shall include (but not be limited to) a
sheriff's or trustee's sale under the poser of sale contained in the Security
Instrument, the termination of any superior lease of the Property and any
other transfer of the Landlord's interest in the Property under peril of
foreclosure, including, without limitation to the generality of the
foregoing, an assignment or sale in lieu of foreclosure.


                                                                       Initials
                                                                          HN
                                                                       --------
                                                                       --------


                                       -8-
<PAGE>

         3.    ATTORNMENT.  Tenant agrees to attorn to, accept and recognize
any person or entity which acquires the Property through a foreclosure (an
"Acquiring Party") as the landlord under the Lease for the then remaining
balance of the term of the Lease, and any extensions thereof as made pursuant
to the Lease. The foregoing provision shall be self-operative and shall not
require the execution of any further instrument or agreement by Tenant as a
condition to its effectiveness. Tenant agrees, however, to execute and
deliver, at any time and from time to time, upon the request of the Lender or
any Acquiring Party any reasonable instrument which may be necessary or
appropriate to evidence such attornment.

         4.    NO LIABILITY.  Notwithstanding anything to the contrary
contained herein or in the Lease, it is specifically understood and agreed
that neither the Lender, any receiver or any Acquiring Party shall be:

               (a)   liable for any act, omission, negligence or default of
any prior landlord (other than to cure defaults of a continuing nature with
respect to the maintenance or repair of the demised premises or the Property);
provided, however, that any Acquiring Party shall be liable and responsible
for the performance of all covenants and obligations of landlord under the
Lease accruing from and after the date that it takes title to the Property; or
               (b)   except as seth forth in (a), above, liable for any
failure of any prior landlord to construct any improvements;
               (c)   subject to any offsets, credits, claims or defenses which
Tenant might have against any prior landlord; or
               (d)   bound by any rent or additional rent which is payable on
a monthly basis and which Tenant might have paid for more than one (1) month
in advance to any prior landlord; or
               (e)   bound by any cancellation, surrender, amendment or
modification of the Lease or release of liability thereunder not expressly
consented to in writing by Lender or otherwise permitted by the Security
Instrument in each instance; or

               (f)   be liable to Tenant hereunder or under the terms of the
Lease beyond its interest in the Property.

         Not withstanding the foregoing, Tenant reserves its rights to any and
all claims or causes of action against such prior landlord for prior losses or
damages and against the successor landlord for all losses or damages arising
from and after the date that such successor landlord takes title to the
Property.

         5.    RENT.  Tenant has notice that the Lease and the rents and all
other sums due thereunder have been assigned to Lender as security for the
loan secured by the Security Instrument. In the event Lender notifies Tenant
of the occurrence of a default under the Security Instrument and demands that
Tenant pay its rents and all other sums due or to become due under the Lease
directly to Lender, Tenant shall honor such demand and pay its rent and all
other sums

                                                                       Initials
                                                                          HN
                                                                       --------
                                                                       --------

                                     -9-

<PAGE>

due under the Lease directly to Lender or as otherwise authorized in writing
by Lender. Landlord hereby irrevocably authorizes Tenant to make the foregoing
payments to Lender upon such notice and demand.

         6.    LENDER TO RECEIVE NOTICE.  Tenant shall notify Lender of any
default by Landlord under the Lease which would entitle Tenant to cancel the
Lease, and agrees that, notwithstanding any provisions of the Lease to the
contrary, no notice of cancellation thereof shall be effective unless Lender
shall have received notice of default giving rise to such cancellation and
shall have failed within sixty (60) days after receipt of such notice to cure
such default, or if such default cannot be cured within sixty (60) days, shall
have failed within sixty (60) days after receipt of such notice to commence
and thereafter diligently pursue any action necessary to cure such default.

         7.    NOTICE.  All notices or other written communications hereunder
shall be deemed to have been properly given (I) upon delivery, if delivered in
person with receipt acknowledged by the recipient thereof, (ii) on (1)
Business Day (hereinafter defined) after having been deposited for overnight
delivery with any reputable overnight courier service, or (iii) three (3)
Business Days after having been deposited in any post office or mail
depository regularly maintained by the U.S. Postal Service and sent by
registered or certified mail, postage prepaid, return receipt requested,
addressed to the receiving party at its address set forth above; and:

if to Tenant, to
the attention of:    HARRY NEER; and



to the attention of: Hatfield Philips as Agent for LBHI
                 Attn: Rhonda D'Urso, Asset Manager
                 Suite 2300, Marquis Tower Two
                 285 Peachtree Center Avenue
                 Atlanta, GA 30303


with a Copy to:      R.M. Crowe Management Company
                 Attn: Mr. Dodd Crutcher
                 5944 Luther Lane, Suite 501
                 Dallas, TX 75255


or addressed as such party may from time to time designate by written notice
to other parties. For purposes of this Paragraph 7, the term "Business Day"
shall mean any day other than Saturday, Sunday or any other day on which banks
are required or authorized to close in New York, New York.

         Either party by notice to the other may designate additional or
different addresses for subsequent notices or communications.

                                                                       Initials
                                                                          HN
                                                                       --------
                                                                       --------

                                    -10-

<PAGE>

         8.    SUCCESSORS.  The obligations and rights of the parties pursuant
to this Agreement shall bind and inure to the benefit of the successors,
assigns, heirs and legal representatives of the respective parties.

         9.    DUPLICATE ORIGINALS; COUNTERPARTS.  This Agreement may be
executed in any number of duplicate originals and each duplicate original
shall be deemed to be an original. This Agreement may be executed in several
counterparts, each of which counterparts shall be deemed an original
instrument and all of which together shall constitute a single Agreement. The
failure of any party hereto to execute this Agreement, or any counterpart
hereof, shall not relieve the other signatories from their obligations
hereunder.

         10.   TRANSFER OF LOAN/SERVICING.  Lender may sell, transfer and
deliver the Note and assign the Security Instrument, this Agreement and the
other documents executed in connection therewith to one or more Investors (as
defined in the Security Instrument) in the secondary mortgage market or
otherwise. Lender may also retain or assign responsibility for servicing the
loan evidenced by the Note, or may delegate some or all of such responsibility
and/or obligations to a servicer including, but not limited to, any
subservicer or master servicer, on behalf of the Investors. All references to
Lender herein shall refer to and include any such servicer to the extent
applicable. Lender may disclose the terms of this Agreement, the identity of
Tenant or any principal of Tenant, or any financial information regarding
Tenant or any principal of Tenant, to any Investor or potential Investor.

         IN WITNESS WHEREOF, Lender and Tenant have duly executed this
Agreement as of the date first above written.


                                    LENDER:



                                    By:
                                       ----------------------------------


                                       Name:
                                       Title:


SUBSCRIBED AND SWORN to on this _____ day of _______________________, 2000.


                                    -------------------------------------------
                                    Notary Public in and for the State of Texas






                                                                       Initials
                                                                          HN
                                                                       --------
                                                                       --------

                                    -11-

<PAGE>




                                               TENANT:

                                             ROCKPORT GROUP OF TEXAS, INC.



                                             By: /s/Harry M. Neer
                                                -------------------------------



                                                Name:  Harry Neer
                                                Title: President/CEO


SUBSCRIBED AND SWORN to on this 3rd day of March, 2000.


                                    /s/Diane M. Henderson????
                                    -------------------------------------------
                                    Notary Public in and for the State of Texas


The undersigned accepts and agrees to

the provisions of Paragraph 5 hereof:



LANDLORD:

CAPTAIN'S PORTFOLIO, L.P.
BY:   RMC-CAPTAIN'S GP, LLC
      A TEXAS LIMITED LIABILITY COMPANY




BY:
    --------------------------------
NAME:   R. MAURICE CROWE, JR.
     ------------------------
TITLE: MANAGER
       -------



SUBSCRIBED AND SWORN to on this _______ day of ____________________, 2000.



                                    -------------------------------------------
                                    Notary Public in and for the State of Texas

                                                                       Initials

                                                                        ------
                                                                        ------


                                    -12-

<PAGE>

                                   SCHEDULE I
                                LEGAL DESCRIPTION

                                 50 BRIAR HOLLOW

    3.2309 Acres of land out of Log 9 of the Roy B. Nichols Subdivision of
part of the William White Survey, A-836, Harris County, Texas, plat of said
subdivision being relocated in Vol. 321, Page 431, Harris County Deed
Records, being all of that certain 1.98144 acre tract of land described as
Tract I, and all of that certain 1.24968 acre tract of land described as
Tract II in instrument recorder under Harris County Clerk's file No. B253250,
said 3.2309 acres of land being more particularly described as follows:

    BEGINNING at 1/2" iron rod found at the northewest corner of said Lot 9,
Roy B. Nicholas Subdivision, and at the northwest corner of said 1.24968 acre
tract at the intersection of the east right-of-way line of Briar Hollow Lane,
30 feet wide, and the south right-of-way line of Emmett Lane, 30 feet wide\;

    THENCE South 89 Deg. 56 min. 00 sec. East with the north line of said Lot
9 with the south line of said 1.24968 acre tract, at 363.00 feet pass of 3/4"
iron pipe at the northeast corner of said 1.9814 acre tract, and continuing
on the same being with the north line of said 1.98144 acre tract and in \;
part Plat of which is required in Vol. 32, Page 61, Harris County Map Records
a total distance of 857.80 feet in all to a 1/14" iron pipe set at the
northeast corner of said 1.98144 acre tract\;

    THENCE South 4 deg. 10 min. 21 sec. West with an east line of said
1.98144 tract 79.96 feet to a 1-1/4" iron pipe set for corner in the
centerline of Briar Hollow Gully\;

    THENCE a southwesterly direction with the east and south lines of said
1.98144 acre tract and with the meanders of the centerline of Briar Hollow
Gully with the following nine (9) courses and distances:

    1.  South 70 deg. 53 min. 35 sec. West 29.92 feet to a 1-14" iron pipe,
    2.  South 51 deg. 08 min. 02 sec. West 71.22 feet to a 1-14" iron pipe,
    3.  South 12 deg. 39 min. 40 sec. East 77.82 feet to a 1-14" iron pipe,
    4.  South 24 deg. 34 min. 52 sec. West 17.46 feet,
    5.  South 59 deg. 41 min. 53 sec. West 15.10 feet,
    6.  South 84 deg. 15 min. 45 sec. West 13.20 feet,
    7.  North 65 deg. 48 min. 54 sec. West 27.09 feet to a 1-14" iron pipe,
    8.  North 89 deg. 36 min. 28 sec. West 57.12 feet to a 1-14" iron pipe, and
    9.  South 74 deg. 28 min. 23 sec. West 73.50 feet to a 1-14" iron pipe set
        for corner\;

<PAGE>

    THENCE Northwesterly within said Lot 9 with the irregular south lines of
said 1.98144 acre tract with the following three (3) courses and distances:

    1.  North 25 deg. 50 min. 33 sec. West 77.33 feet to a 3/4" iron pipe found
        at an angle corner,

    2.  North 78 deg. 28 min. 22 sec. West 97.76 feet to a 3/4" iron pipe found
        at an angle corner, and

    3.  North 89 deg. 39 min 54 sec. West 113.14 feet to a 1/2" iron rod
        found at a southwest corner of said 1.98144 acre tract and at the
        southeast corner of said 1.24968 acre tract;

    THENCE North 89 deg. 56 min. 00 sec. West within said Lot 9 with the
south line of said 1.24968 acre tract with the following three (3) courses
and distances:

    1.  North 25 deg. 50 min. 33 sec. West 77.33 feet to a 3/4" iron pipe
        found at an angle corner,

    2.  North 78 deg. 28 min. 22 sec. West 97.76 feet to a 3/4" iron pipe
        found at an angle corner, and,

    3.  North 89 deg. 39 min. 54 sec. West 113.14 feet to a 1/2" iron rod
        found at a southwest corner of said 1.98144 acre tract and at the
        southeast corner of said 1.24968 acre tract;

    THENCE North 89 deg. 56 min. 00 sec. West within said Lot 9 with the
south line of said 1.24968 acre tract 363.00 feet to a 1/2" iron pipe found
at the southwest corner of said 1.24968 acre tract, in the west line of said
Lot 9 and in the east right-of-way line of Briar Hollow Lane\;

    THENCE North 1 deg. 21 min. 00 min. sec. East with the West line of said
Lot 9 and the west line of said 1.24968 acre tract and with said east
right-of-way line 150,000 feet to the PLACE OF BEGINNING.