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                                                                   EXHIBIT 10.13

STATE OF TEXAS

COUNTY OF DALLAS

                                COMMERCIAL LEASE

         This lease is entered into, in the presence of the subscribing
         witnesses, by:

         PHILIP R. THOMAS, whose Tax Identification Number is ###-##-####, and
         WAYNE HEIRTZLER THOMAS, born Heirtzler, whose Tax Identification Number
         is ###-##-####, husband and wife domiciled in East Feliciana Parish,
         whose present mailing address is Route 2, Box 2300, Ethel, LA 70730;
         hereinafter referred to collectively as "OWNER";

who declared that they lease to:

         THE THOMAS GROUP, INC., whose Tax Identification Number is 72-0843540,
         a Delaware corporation domiciled and doing business in East Feliciana
         Parish, authorized to do business in the State of Louisiana,
         represented herein by ROBERT C. PEARSON, one of its Vice Presidents and
         the Chief Financial Officer, duly authorized, and whose present mailing
         address is Route 2, Box 2300, La. Hwy. 956, Ethel, LA 70730, hereafter
         referred to as "LESSEE";

the following described property:

         A certain tract or parcel of land thereon containing 10.00 acres in
         Section 65, Township 3 South, Range 1 East, Greensburg Land District,
         East Feliciana Parish, Louisiana, and being more particularly shown as
         LOT "A" according to a "Plat showing [the] resubdivision of the 100.42
         acre (called 100.00 acre) L(ouis) Andrus tract in Sec. 65, T-3-S,
         R-1-E, GLD into [a] 10.00 acre LOT "A" and [a] 90.42 acre LOT "B" for
         Philip R. Thomas," by Walter C. Snyder, Registered Land Surveyor, which
         said plat of resubdivision is filed of record at Entry No. 130433, of
         the official conveyance records of the Parish of East Feliciana; AND

         A 20.00 acre portion of a tract of land containing 90.42 total acres in
         Section 65, Township 3 South, Range 1 East, Greensburg Land District,
         East Feliciana Parish, Louisiana, and being more particularly shown as
         a measured portion of LOT "B" containing 20.00 acres according to a
         "Plat showing [the] resubdivisions of the 100.42 acre (called 100.00
         acre) L(ouis) Andrus tract in Sec. 65, T-3-S, R-1-E, GLD into [a] 10.00
         acre LOT "A" and [a] 90.42 acre LOT "B" for Philip R. Thomas, REVISED
         1-17-94 TO SHOW IMPROVEMENTS ON LOT A AND [A] 20.00 AC LEASE SITE ON
         TRACT B" by Walter C. Snyder, Registered Land Surveyor, which said plat
         of resubdivision is filed of record at Entry No. 130433, of the
         official conveyance records of the Parish of East Feliciana; a copy of
         which revised plat is attached hereto, marked Exhibit "A", WITH THE
         LEASE ACREAGE OUTLINED IN RED THEREON.

hereafter referred to as "The Premises," or "The Lease Premises." It being the
intention of the parties hereto that the premises shall contain 30.00 total
acres.

1.       USE OF THE PREMISES

         1.1      LESSEE'S USE. LESSEE may use the premises as a training center
                  and conference center for executive officers and other
                  business persons, as well as for construction of buildings and
                  other housing for personnel and trainees, and for related
                  purposes, including but not limited to landscaping and
                  beautification.

         1.2.1    OWNER'S USE. OWNER may enter those portions of the premises
                  which are not in use by LESSEE, and may use those portions in
                  any way which does not interfere with Lessee's use of the
                  premises.
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         1.2.2    MINERALS. LESSEE's rights shall be subordinate to OWNER's
                  right to grant mineral leases of the property and otherwise
                  utilize the property for mineral purposes, including the
                  transfer of mineral or royalty interests therein and
                  utilization of the property with other lands for mineral
                  purposes; however, in utilization of any such rights, OWNER
                  shall have no right to use or disturb the surface of the
                  premises without Lessee's consent.

2.       TERM OF LEASE. This lease is for a term of twenty-five (25) years,
         beginning on JANUARY 1, 1994, and ending on DECEMBER 31, 2019, subject
         to the limitations, terms and conditions set forth hereafter.

         2.1      The LESSEE shall have the option to renew this lease for an
                  additional fifteen (15) years after November 20, 2016,
                  provided that OWNER shall not have exercised the option set
                  forth at paragraph 14. LESSEE must provide notice to OWNER and
                  LESSEE will in good faith negotiate the rental for the option
                  period. Failure to agree upon a rental for the option period
                  will cause this lease to be renewed for a five (5) year period
                  beginning November 21, 2016, at a rental rate of $18,000.00
                  per year.

         2.2      If LESSEE fails to exercise this option to renew, the lease
                  shall terminate.

         2.3      Upon termination of this lease on November 20, 2016, or at the
                  expiration of the renewal option period if said option is
                  exercised by LESSEE, all leasehold improvements placed on the
                  premises by LESSEE at any time and remaining on the premises
                  at the termination of this lease will revert to the OWNER or
                  OWNER'S estate.

3.       RENTAL. LESSEE shall pay as rental $6,000.00 annually, payable on or
         before JANUARY 2, 1994, and on the same succeeding date thereafter.

4.       MAINTENANCE OF THE PREMISES. LESSEE acknowledges that the premises are
         in good condition, accepts the premises in such condition and agrees to
         keep them in such condition during the term of the lease and to deliver
         them to OWNER in such condition at the termination of the lease.

5.       ADDITIONS TO THE PREMISES. LESSEE may make additions to the premises,
         including structures for housing the activities of LESSEE under this
         lease. All such improvements shall become the property of OWNER at
         termination of the lease without further cost to OWNER, except as
         provided in Paragraph 14 hereafter. In case of fire or other casualty
         or accident which wholly or partially destroys any additions, LESSEE
         shall rebuild such additions as quickly as practicable, and shall not
         be entitled to any reduction or remission of rentals during the period
         of any rebuilding or construction.

6.       DAMAGES AND INJURES; WAIVER AND ASSUMPTION OF LIABILITY. OWNER shall
         not be responsible for any damage to LESSEE or to any other person
         whatever or for any other loss, injury or damage arising out of the
         leased premises or this lease. LESSEE shall hold OWNER free from any
         responsibility for injury or damages to LESSEE or to any other person
         and to any property of LESSEE or any other person arising from the
         condition, state of repair, upkeep or maintenance of the leased
         premises, or lack thereof, including that resulting from any vice or
         defect of the premises, whether such damage occurs on or off the leased
         premises. LESSEE assumes all such liability and shall indemnity and
         hold OWNER free from any liability for any such damages or injuries,
         including any attorney's fees and costs in defending claims resulting
         from such damages or injuries.

7.       ASSIGNMENT AND SUBLEASE. LESSEE may not sublease the premises without
         OWNER's written consent, but may assign this lease. In the event of
         such an assignment, LESSEE shall remain liable to OWNER for all
         obligations of LESSEE under this lease, and the assignee shall become
         an additional LESSEE for all purposes under this lease.

8.       INSURANCE AND TAXES.

         8.1      LIABILITY INSURANCE. LESSEE shall furnish a certificate of
                  insurance showing a policy of comprehensive liability
                  insurance in effect at all times during the term of this
                  lease, with policy



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                  limits of not less than $3,000,000.00 per occurrence for
                  personal injury and property damage liability, covering all
                  liabilities assumed by LESSEE herein, and naming OWNER[s] as
                  additional insureds under the policy and providing in the
                  policy that OWNER will be notified in advance in the event of
                  a cancellation or suspension of the policy.

         8.2      PROPERTY DAMAGE INSURANCE. LESSEE shall carry comprehensive
                  property damage insurance, including fire, windstorm, tornado,
                  explosion and general risk insurance, up to the full insurable
                  value of all improvements placed on the leased premises.

         8.3      WORKERS COMPENSATION. LESSEE shall carry workers' compensation
                  insurance in not less than the minimum amount necessary to
                  meet the requirements of the Louisiana workers' compensation
                  laws.

         8.4      AD VALOREM TAXES. LESSEE shall pay all ad valorem taxes on the
                  leased premises and any improvements thereto.

         8.5      FAILURE TO MAINTAIN INSURANCE. In addition to any other
                  provision or remedy provided herein, if LESSEE fails to obtain
                  or maintain any insurance required by this lease, or pay any
                  taxes or other assessments required by this lease, OWNER shall
                  have the option, after fifteen (15) days' written notice to
                  LESSEE, to obtain such insurance or pay such taxes or
                  assessments at LESSEE's cost. Any sums so advanced shall be
                  secured as rentals due under the terms of this lease and shall
                  bear interest at the rate of 12% per annum from the date of
                  the advance.

9.       UTILITIES. LESSEE shall pay all charges for utility service to the
         premises.

10.      DEFAULT.

         10.1     The following actions or inactions by LESSEE shall constitute
                  a default under this lease:

                  10.1.1   Violation of any covenant, condition or obligation of
                           this lease;

                  10.1.2   Disontinuance of use of the premises for the purpose
                           for which leased, or failure to actively conduct the
                           business intended under this lease on the leased
                           premises;

                  10.1.3   Failure to promptly pay rentals, to provide insurance
                           required, to pay insurance premiums, or to pay
                           utility bills or other expenses or obligations of
                           LESSEE under this lease;

                  10.1.4   Adjudication of LESSEE as a bankrupt, or appointment
                           of a receiver or syndic to take charge of the
                           property or any portion thereof;

                  10.1.5   Placement of LESSEE in receivership;

                  10.1.6   Insolvency of LESSEE, or failure of LESSEE in
                           business;

                  10.1.7   Use of the premises or any portion thereof for any
                           unlawful purpose;

                  10.1.8   Commission or tolerating the commission of any
                           nuisance or act of waste, or of any act punishable by
                           penalty, fine or imprisonment under the laws of East
                           Feliciana Parish, the State of Louisiana or the
                           United States.

         10.2     In the event of default, OWNER, at OWNER's option, may:

                  10.2.1   Accelerate the rental for the whole of the unexpired
                           term, which rental shall become immediately due;


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                  10.2.2   Immediately cancel this lease;

                  10.2.3   Proceed for collection of past due installments only,
                           reserving OWNER's right to later proceed for
                           collection of the remaining installments; or

                  10.2.4   Re-enter the premises and lease them for such price
                           and on such terms as may be immediately obtainable,
                           in OWNER's discretion, and apply the net amount
                           realized to payment of rent due by LESSEE.

         10.3     If OWNER elects to accelerate the rental for the unexpired
                  term of the lease, then OWNER, at OWNER's option, shall have
                  the further option to re-enter the premises and to attempt to
                  lease them for such rental and on such terms as OWNER may be
                  able to obtain, in reduction of the amount due OWNER, or, if
                  OWNER is unable to lease the premises, to let the premises on
                  a month-to-month basis, and credit the net amount realized on
                  the payment of the rental due for the full unexpired term of
                  the lease, reserving the right to sue thereafter for any
                  balance remaining due after credit for the rental actually
                  received or estimated to be received. Any balance thus due
                  shall be considered rental due under this lease, and shall be
                  secured by lessor's lien and privilege, with the right of
                  sequestration. Exercise of this right of re-entry and
                  privilege to re-let shall not prejudice OWNER's right to hold
                  LESSEE responsible for any amount due under this lease in
                  excess of the amount for which the property is re-let.

         10.4     If LESSEE fails or refuses to permit OWNER to re-enter the
                  premises, OWNER may evict LESSEE according to Louisiana law,
                  including but not limited to applicable provisions of the
                  Louisiana Code of Civil Procedure, Articles 4701-4735, without
                  forfeiting any of OWNER's rights under the other terms of this
                  lease, and OWNER may at the same time or subsequently sue for
                  any money due or to enforce any other rights of OWNER.

         10.5     In the event it becomes necessary for OWNER to evict LESSEE or
                  to cancel the lease, LESSEE hereby waives the five (5) day
                  notice to vacate the leased premises provided by Louisiana
                  Code of Civil Procedure Article 4701, and consents to the
                  immediate institution of eviction proceedings by OWNER in
                  accordance with Chapter 2 of Title XI of the Louisiana Code of
                  Civil Procedure. In either case, LESSEE shall nevertheless
                  remain responsible for all damages or losses suffered by
                  OWNER. LESSEE also waives any requirement for putting in
                  default for any breach of this lease, except as otherwise
                  provided herein.

         10.6     Failure to strictly and promptly enforce the conditions set
                  forth above shall not operate as a waiver of OWNER's rights.
                  OWNER reserves the right to enforce prompt payment of rent or
                  to terminate this lease regardless of any indulgences or
                  extensions previously granted. OWNER's acceptance of any
                  rentals in arrears, or after institution of suit shall not
                  constitute a waiver of notice or suit, or of any other rights
                  of OWNER.

11.      ATTORNEY'S FEES. Should it become necessary for either party to employ
         an attorney to enforce any claim or protect any right of either party
         arising from this lease, the party whose action or inaction
         necessitates such employment shall pay, in addition to any other
         charges or amounts due by that party, a reasonable attorney's fee.

12.      CHANGES IN LEASE. No change or modification of this lease shall be
         binding unless evidenced by an agreement in writing signed both by
         OWNER and LESSEE.

13.      NOTICES. All notices required to be given under this lease shall be in
         writing sent by certified or registered mail, or by private express
         courier, or by facsimile (followed by written confirmation delivered
         per one of the other enumerated delivery methods), addressed to the
         parties at their respective addresses set forth at the beginning of
         this lease, or at any change of address given to either party by the
         other in writing.


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14.      OWNER'S OPTION TO BUY OUT LEASE.

         14.1     After nine (9) years from the date of this lease, OWNER may,
                  by giving one (1) year's notice to LESSEE, purchase LESSEE's
                  rights under this lease, and terminate the lease, on the
                  following terms and conditions:

                  14.1.1   The price for such buy-out shall be the fair market
                           values of all leasehold improvements placed on the
                           premises by LESSEE.

                  14.1.2   After receiving written notice, LESSEE shall have one
                           (1) year in which to vacate the premises. All
                           improvements to the premises shall become the
                           property of OWNER.

15.      SUCCESSION IN TITLE. This lease binds each of the parties and their
         respective heirs, successors and assigns. All of the terms hereof,
         including the provisions against sublease, apply to any persons or
         legal entitles claiming by or through either party.

         THUS DONE AND SIGNED by the parties in duplicate originals on
         _____________________, 1993 at Irving, Texas, in the presence of the
         subscribing witnesses.

WITNESSES:

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                                               PHILIP R. THOMAS, OWNER

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                                            WAYNE HEIRTZLER THOMAS, OWNER