Exhibit 10.10
                                                              -------------






                           11011 JONES ROAD LEASE AGREEMENT



                                    BY AND BETWEEN


                         11011 JONES ROAD JOINT VENTURE GROUP
                                     ("LANDLORD")




                                         AND



                               AMERICAN ECO CORPORATION
                                      ("TENANT")


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                                  TABLE OF CONTENTS

          ARTICLE 1.  . . . . . . . . . . . . . . . . . . . . . . . . .   1
               1.1  PREMISES  . . . . . . . . . . . . . . . . . . . . .   1

          ARTICLE 2.  . . . . . . . . . . . . . . . . . . . . . . . . .   1
               2.1  TERM. . . . . . . . . . . . . . . . . . . . . . . .   1
               2.2  EARLY POSSESSION. . . . . . . . . . . . . . . . . .   1

          ARTICLE 3.  . . . . . . . . . . . . . . . . . . . . . . . . .   1
               3.1  BASE RENT.  . . . . . . . . . . . . . . . . . . . .   1
               3.2  OPERATING EXPENSES. . . . . . . . . . . . . . . . .   1
               3.3  SECURITY DEPOSIT. . . . . . . . . . . . . . . . . .   1

          ARTICLE 4.  . . . . . . . . . . . . . . . . . . . . . . . . .   2
               4.1  USE . . . . . . . . . . . . . . . . . . . . . . . .   2

          ARTICLE 5.  . . . . . . . . . . . . . . . . . . . . . . . . .   2
               5.1  TENANT SERVICES.  . . . . . . . . . . . . . . . . .   2
               5.2  UTILITY SERVICES. . . . . . . . . . . . . . . . . .   2

          ARTICLE 6.  . . . . . . . . . . . . . . . . . . . . . . . . .   2
               6.1  ALTERATIONS.  . . . . . . . . . . . . . . . . . . .   2
               6.2  TENANT REPAIRS. . . . . . . . . . . . . . . . . . .   2
               6.3  CONDITION OF PREMISES.  . . . . . . . . . . . . . .   3

          ARTICLE 7.  . . . . . . . . . . . . . . . . . . . . . . . . .   3
               7.1  TENANT INSURANCE. . . . . . . . . . . . . . . . . .   3
               7.2  WAIVER OF SUBROGATION.  . . . . . . . . . . . . . .   3
               7.3  INDEMNITY.  . . . . . . . . . . . . . . . . . . . .   4

          ARTICLE 8.  . . . . . . . . . . . . . . . . . . . . . . . . .   4
               8.1  CASUALTY. . . . . . . . . . . . . . . . . . . . . .   4
               8.2  END OF TERM CASUALTY. . . . . . . . . . . . . . . .   4

          ARTICLE 9.  . . . . . . . . . . . . . . . . . . . . . . . . .   4
               9.1  CONDEMNATION  . . . . . . . . . . . . . . . . . . .   4

          ARTICLE 10. . . . . . . . . . . . . . . . . . . . . . . . . .   5
               10.1 ENTRY . . . . . . . . . . . . . . . . . . . . . . .   5

          ARTICLE 11. . . . . . . . . . . . . . . . . . . . . . . . . .   5
               11.1 SUBORDINATION.  . . . . . . . . . . . . . . . . . .   5
               11.3 QUIET ENJOYMENT . . . . . . . . . . . . . . . . . .   5

          ARTICLE 12. . . . . . . . . . . . . . . . . . . . . . . . . .   6
               12.1 ASSIGNMENT AND SUBLETTING.  . . . . . . . . . . . .   6
               12.2 CONTINUED LIABILITY.  . . . . . . . . . . . . . . .   7
               12.3 CONSENT.  . . . . . . . . . . . . . . . . . . . . .   7
               12.4 PROCEEDS. . . . . . . . . . . . . . . . . . . . . .   7

          ARTICLE 13. . . . . . . . . . . . . . . . . . . . . . . . . .   7
               13.1 DEFAULT.  . . . . . . . . . . . . . . . . . . . . .   7
               13.2 RIGHTS UPON DEFAULT.  . . . . . . . . . . . . . . .   7
               13.3 COSTS.  . . . . . . . . . . . . . . . . . . . . . .   8
               13.4 INTEREST. . . . . . . . . . . . . . . . . . . . . .   8
               13.5 LANDLORD'S LIEN.  . . . . . . . . . . . . . . . . .   8

          ARTICLE 14. . . . . . . . . . . . . . . . . . . . . . . . . .   8
               14.1 CORPORATE RESOLUTIONS; OTHER EVIDENCE OF
                    AUTHORITY.  . . . . . . . . . . . . . . . . . . . .   8

          ARTICLE 15. . . . . . . . . . . . . . . . . . . . . . . . . .   9
               15.1 ENVIRONMENTAL MATTERS.  . . . . . . . . . . . . . .   9


          ARTICLE 16. . . . . . . . . . . . . . . . . . . . . . . . . .   9
               16.1 AMENDMENT.  . . . . . . . . . . . . . . . . . . . .   9
               16.2 SEVERABILITY. . . . . . . . . . . . . . . . . . . .   9
               16.3 ESTOPPEL LETTERS. . . . . . . . . . . . . . . . . .   9
               16.4 LANDLORD'S LIABILITY AND AUTHORITY. . . . . . . . .   9
               16.5 HOLDOVER. . . . . . . . . . . . . . . . . . . . . .   9
               16.6 SURRENDER.  . . . . . . . . . . . . . . . . . . . .   9
               16.7 PARTIES AND SUCCESSORS. . . . . . . . . . . . . . .   9
               16.8 NOTICE. . . . . . . . . . . . . . . . . . . . . . .  10
               16.9 RULES AND REGULATIONS . . . . . . . . . . . . . . .  10
               16.10 CAPTIONS . . . . . . . . . . . . . . . . . . . . .  10
               16.11 NUMBER AND GENDER. . . . . . . . . . . . . . . . .  10
               16.12 GOVERNING LAW. . . . . . . . . . . . . . . . . . .  10
               16.13 INABILITY TO PERFORM.  . . . . . . . . . . . . . .  10
               16.14 USE OF NAME  . . . . . . . . . . . . . . . . . . .  10
               16.15 BROKER.  . . . . . . . . . . . . . . . . . . . . .  10
               16.16 MEMORANDUM OF LEASE. . . . . . . . . . . . . . . .  10
               16.17 ENTIRE AGREEMENT.  . . . . . . . . . . . . . . . .  10
               16.18 TIME OF ESSENCE. . . . . . . . . . . . . . . . . .  11
               16.19 PARKING. . . . . . . . . . . . . . . . . . . . . .  11
               16.21 ATTORNEY'S FEES. . . . . . . . . . . . . . . . . .  11
               16.22 LANDLORD ALTERATIONS OR MODIFICATIONS. . . . . . .  11
               16.23 NAME CHANGE  . . . . . . . . . . . . . . . . . . .  11
               16.25 GUARANTY.  . . . . . . . . . . . . . . . . . . . .  11
               16.26 PURCHASE OPTION. . . . . . . . . . . . . . . . . .  11

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                           11011 JONES ROAD LEASE AGREEMENT
                          ---------------------------------

               This Lease is entered into as of the 15th day of August,
          1996 between 11011 JONES ROAD JOINT VENTURE GROUP, ("Landlord")
          whose address for purposes of notice hereunder is 11011 Jones
          Road, Suite 250, Houston, Texas 77070 and AMERICAN ECO
          CORPORATION, an Ontario Corporation, ("Tenant"), whose address
          prior to the Commencement Date (defined in Section 2.01 hereof)
          is 1325 South Creek, Houston, Texas 77084 and whose address after
          the Commencement Date shall be 11011 Jones Road, Houston, Texas
          77070.


                                 W I T N E S S E T H:

                                      ARTICLE 1.

               1.1  PREMISES.  
                    ----------     Landlord hereby leases to Tenant, and
          Tenant hereby leases from Landlord, for the rent and subject to
          the provisions of this Lease, the premises known as 11011 Jones
          Road, Houston, Harris County, Texas, said property being more
          particularly described as Exhibit A hereto.



                                      ARTICLE 2.

               2.1  TERM.  
                    -----     Subject to the other provisions hereof, this
          Lease shall be for a term of Five (5) years commencing on August
          15, 1996 (the "Commencement Date"), and expiring on September 14,
          2001 (the "Expiration Date").  Such term, as it may be modified,
          is herein called the "Term."  Such terms shall also have an
          automatic renewal for a second five year period.

               2.2  EARLY POSSESSION.  
                    ----------------    If prior to the Commencement Date
          Tenant shall enter into possession of all or any part of the
          Premises, such possession shall be subject to all the provisions
          of this Lease, and the Term and the payment of all Rent shall
          commence, on the date of such entry, and the total amount of all
          Rent due hereunder shall be increased accordingly.

                                      ARTICLE 3.

               3.1  BASE RENT.
                    --------- Tenant, in consideration for this Lease,
          agrees to pay to Landlord a base rental ("Base Rent") of
          $180,000.00 per year such amount to be paid in equal monthly
          installments of $15,000.00.  Landlord's address herein provided
          in legal tender of the United States of America, without notice,
          demand, counterclaim, set-off or abatement, in advance on the
          first day of each calendar month throughout the Term, except that
          the first such monthly installment is due upon the date of
          execution of this Lease by Tenant.  The base rent for the second
          five year term shall be $198,000.00 to be paid in equal monthly
          installment of $15,500.00.

               3.2  OPERATING EXPENSES.  
                    ------------------  "Operating Expenses" shall mean and
          include all amounts, expenses, and costs of whatever nature paid
          or incurred because of or in connection with the ownership,
          management, operation, repair, maintenance, advertising and
          promotion, or security of the Project, all additional facilities
          that may be added to the Project, and Landlord's personal
          property that may be utilized in connection therewith.  Operating
          Expenses shall also include real and personal property taxes,
          capital improvements, depreciation, interest and principal
          payments on mortgage and other non-operating debts of Landlord,
          and specific costs for special items or services above Building
          Standards.

               3.3  SECURITY DEPOSIT.  
                    -----------------   Tenant shall deposit with Landlord
          on the date Tenant executes this Lease the sum of $15,000.00 as a
          "Security Deposit" on the understanding:  (a) that the Security
          Deposit or any portion thereof may be applied to the curing of
          any default, without prejudice to any other remedy or remedies
          which the Landlord may have on account thereof, and upon such
          application Tenant shall pay Landlord on demand the amount so
          applied which shall be added to the Security Deposit so the same
          will be restored to its original amount; (b) that Landlord shall
          not be obligated to hold the Security Deposit as a separate fund,
          but may commingle it with other funds; and (c) that if Tenant is
          not in default, the remaining balance of the Security Deposit
          shall be returned to Tenant, without interest, within sixty (60)
          days after the expiration of the Term provided, however, Landlord
          shall have the right to retain and expend such remaining balance
          for cleaning and repairing the the Premises if Tenant shall fail
          to deliver the Premises at the termination of this Lease in a
          neat and clean condition and in as good a condition as existed at
          the date of possession of same by Tenant, ordinary wear and tear
          only excepted.

                                      ARTICLE 4.

               4.1  USE.  
                    ---- Tenant shall use and occupy the Premises only for
          general office and administrative duties and for no other
          purposes.  Tenant shall not do or permit anything to be done in
          or about the Premises nor bring or keep anything therein that
          will in any way increase the existing rate of or affect any fire
          or other insurance upon the Project or any of its contents, or
          cause cancellation of any insurance policy covering the Project
          or any part thereof or any of its contents.  Tenant shall not do
          or permit anything to be done in or about the Premises that will
          in any way obstruct or interfere with the rights of other tenants
          or occupants of the Project or injure or annoy them or tend to
          lower the first class character of the Building.  Tenant shall
          not permit any nuisance in, on or about the Premises.  Tenant
          shall not commit or suffer to be committed any waste in or upon
          the Premises.  Tenant shall not use the Premises or permit
          anything to be done in or about the Premises that will in any way
          conflict with any private restrictive covenant, law, statute,
          ordinance or any rule or regulation of Landlord or any
          governmental or quasi governmental authority now in force or that
          may hereafter be enacted or promulgated.

                                      ARTICLE 5.

               5.1  TENANT SERVICES.  
                    ----------------    The Tenant shall provide services
          at the Tenant's expense as follows:

               (a)  Janitorial services in the Premises.

               (b)  Water at those points of supply provided for drinking,
                    toilet, and lavatory purposes.

               (c)  Normal and customary routine maintenance for all
                    public, structural, and exterior portions of the
                    Project according to Landlord's standards.

               (d)  Electric lighting service for all public portions of
                    the Project in the manner and to the extent deemed by
                    Landlord to be in keeping with the standards of a first
                    class office building in Houston, Texas.

               (e)  Building security, however, Landlord shall have no
                    responsibility to prevent, and shall not be liable to
                    the Tenant for, liability or loss to the Tenant, its
                    agents, employees and visitors arising out of losses
                    due to theft, burglary, or damage or injury to persons
                    or property caused by persons gaining access to the
                    Building or the Premises, and the Tenant hereby
                    releases Landlord from all liability relating thereto.

               5.2  UTILITY SERVICES.  
                    -----------------   The Tenant shall provide and keep
          current public utilities/services as may be necessary for normal
          building operation.

                                      ARTICLE 6.

               6.1  ALTERATIONS.  
                    -----------    Tenant shall not make or allow to be
          made any alterations, installations, additions or improvements in
          or to the Premises, or place safes, vaults or other heavy
          furniture or equipment within the Premises, without Landlord's
          prior written consent.  All alterations, installations, additions
          or improvements, other than movable furniture and movable trade
          fixtures, made by Tenant to the Premises shall remain upon and be
          surrendered with the Premises and become the property of Landlord
          at the expiration or termination of this Lease or the termination
          of Tenant's right to possession of the Premises.  Tenant, at its
          sole cost and prior to the expiration or termination of this
          Lease, shall remove all of Tenant's property from the Premises
          and make, or reimburse Landlord for the cost of, all repairs to
          the Premises and/or Project for damage resulting from such
          removal.  All work shall be completed promptly and in a good and
          workmanlike manner and shall be performed in such a manner that
          no mechanic's, materialman's or other similar liens shall attach
          to Tenant's leasehold estate, and in no event shall Tenant
          permit, or be authorized to permit, any such liens or other
          claims to be asserted against Landlord or Landlord's rights,
          estate and interests with respect to the Project or this Lease. 
          Landlord may require, at Tenant's sole cost and expense, a lien
          and completion bond in an amount equal to the estimated cost of
          any improvements, additions or alterations in the Premises.

               6.2  TENANT REPAIRS.  
                    -------------- By taking possession of the Premises,
          Tenant shall be deemed to have accepted the Premises as being in
          good, sanitary order, condition and repair.  Tenant shall, at
          Tenant's sole cost and expense, keep the Premises in good
          condition and repair, damage thereto from causes beyond the
          reasonable control of Tenant and ordinary wear and tear damage
          excepted.  Any injury or damage to the Premises or Project, or
          the Appurtenances or fixtures thereof, caused by or resulting
          from the act, omission or neglect of Tenant or Tenant's
          employees, servants, agents, invitees, assignees, or subtenants
          shall be repaired or replaced by Tenant, or at Landlord's option
          by Landlord, at the expense of Tenant.  If Tenant fails to
          maintain the Premises or fails to repair or replace any damage to
          the Premises or Project resulting from the negligence or
          intentional act of Tenant, its employees, servants, agents,
          invitees, assignees or subtenants, Landlord may, but shall not be
          obligated to, cause such maintenance, repair or replacement to be
          done, as Landlord deems necessary, and Tenant shall immediately
          pay to Landlord all costs related thereto plus a charge for
          overhead of 15% of such costs.

               6.3  CONDITION OF PREMISES.  
                    ----------------------   Tenant hereby acknowledges and
          agrees that it has inspected the Premises and that to the best of
          its knowledge, and based on such inspection, there are no defects
          in the facilities provided by Landlord, whether as a part of the
          Premises, the Building or the Project, that are vital to the use
          of the Premises for their intended commercial purposes as set
          forth in this Lease, and Tenant accepts the Premises without any
          express or implied representations or warranties by Landlord as
          to the fitness, use, suitability, or condition of the Premises or
          those portions of the Project used or to be used by Tenant.  In
          the event that any such defect becomes apparent subsequent to the
          date of execution of this Lease, Tenant shall give Landlord
          written notice of such defect, and Landlord shall have a
          reasonable time thereafter to remedy such defect without any
          abatement or offset in Rent then due or to be due and owing to
          Landlord.  Tenant shall be responsible, and Landlord shall not be
          liable to Tenant or to any other party, for any repairs to such
          facilities that result from defects caused by an unusual or
          abnormal use by Tenant or Tenant's employees, servants, agents,
          invitees, assignees or subtenants.  Tenant agrees that its
          obligation to pay Rent hereunder is not dependent upon the
          condition of the Premises or the performance by Landlord of its
          obligations hereunder.


                                      ARTICLE 7.


               7.1  TENANT INSURANCE.  
                    -----------------   Tenant shall insure the Project and
          shall maintain liability and other insurance in such amounts as
          may be required by Landlord, and in such amounts as Landlord, in
          its sole discretion, may deem appropriate.  Such insurance shall
          be for the sole benefit of Landlord and, if required, Landlord's
          mortgagee.  Tenant shall, at Tenant's expense, obtain and keep in
          force comprehensive or commercial general liability insurance
          insuring Landlord and Tenant against any liability arising out of
          the ownership, use, occupancy or maintenance of the Premises and
          all areas appurtenant thereto, including contractual liability
          insurance (with respect to Section 7.3 hereof), with insurance
          companies approved by Landlord and having a combined single limit
          of not less than $1,000,000 per occurrence; together with
          workers' compensation insurance having limits not less than those
          required by statute and covering all persons employed by Tenant
          in the conduct of its operations at the Premises and employers'
          liability insurance coverage in the amount of at least
          $1,000,000; together with "all risk" property insurance covering
          damage to or loss of personal property, fixtures and equipment of
          Tenant in such amounts as a prudent tenant of comparable size and
          in a comparable business would deem necessary and appropriate. 
          Tenant shall cause Landlord to be named as an additional insured
          under such policies and shall, not less than twenty (20) days
          prior to (a) the Commencement Date, and (b) the expiration of old
          policies, furnish Landlord with certificates of insurance with
          loss payable clauses satisfactory to Landlord.  All insurance to
          be maintained by Tenant shall, except for workers' compensation
          and employers' liability insurance, be primary over any insurance
          carried by Landlord.  The limit of such insurance shall not,
          however, limit the liability of Tenant hereunder.  Tenant may
          carry such insurance under a blanket policy, provided such
          insurance has a Landlord's protective liability endorsement
          attached thereto.  If Tenant fails to procure and maintain said
          insurance, Landlord may, but shall not be required to, procure
          and maintain same, but at the expense of Tenant.  No policy shall
          be cancelable or subject to reduction of coverage except after
          thirty (30) days prior written notice to Landlord.

               7.2  WAIVER OF SUBROGATION.  
                    ----------------------   Whenever (a) any loss, cost,
          damage or expense resulting from fire, explosion or any other
          casualty or occurrence is incurred by either of the parties to
          this Lease in connection with the Premises or the Project, and
          (b) such party is then covered (or is required under this Lease
          to be covered) in whole or in part by insurance with respect to
          such loss, cost, damage or expense, then the party so insured
          hereby releases the other party from any liability it may have on
          account of such loss, cost, damage or expense to the extent of
          any amount recovered by reason of such insurance or any amount
          that would have been recovered by such insurance if such
          insurance had in fact been obtained as required by this Lease,
          and waives any right of subrogation which might otherwise exist
          on account thereof, provided that such release of liability and
          waiver of the right to subrogation shall not be operative in any
          case where the effect thereof is to invalidate such insurance
          coverage or increase the cost thereof (provided, that in the case
          of increased cost, the other party shall have the right, within
          thirty (30) days following written notice, to pay such increased
          costs, thereupon keeping such release and waiver in full force
          and effect).  Landlord and Tenant shall use their respective best
          efforts to obtain such a release and waiver of subrogation from
          their respective insurance carriers and shall obtain any special
          endorsements, if required by their insurer, to evidence
          compliance with the aforementioned waiver.

               7.3  INDEMNITY.  
                    ----------     Tenant hereby indemnifies and holds
          Landlord harmless from and against any and all claims arising
          from Tenant's use of the Premises for the conduct of its business
          or from any activity, work or other thing done, permitted or
          suffered by Tenant on or about the Project and shall further
          indemnify and hold harmless Landlord from and against any and all
          claims arising form any breach or default in the performance of
          any obligation on Tenant's part to be performed under the terms
          of this Lease, or arising from any act or omission of, or due to
          the negligence of, the Tenant, or any officer, agent, employee,
          guest or invitee of Tenant, and from and against all costs,
          attorney's fees, expenses and liabilities incurred in or related
          to any such claim or any action or proceeding brought thereon. 
          Tenant as a material part of the consideration to Landlord,
          hereby assumes all risk of damage to property or injury to
          persons including death in, upon or about the Project, from any
          cause other than Landlord's gross negligence, and Tenant hereby
          waives all claims in respect thereof against Landlord.

                                      ARTICLE 8.

               8.1  CASUALTY.  
                    --------- If the Premises or Project, or any portion of
          either, shall be damaged by fire or other casualty covered by the
          insurance carried by Landlord hereunder and the cost of repairing
          such damage shall not be greater than 10% of the then full
          replacement cost thereof, then, subject to the following
          provisions of this Article, Landlord shall repair the Premises
          and/or Project.  If the Premises or Project shall be damaged (a)
          by fire or other casualty not covered by insurance carried by
          Landlord hereunder, (b) by fire or other casualty covered by
          insurance carried by Landlord hereunder and Landlord's mortgagee
          requires that such insurance proceeds be used to retire the
          mortgage debt, or (c) to an extent greater than 10% of the then
          full replacement cost thereof, then Landlord shall have the
          option (i) to repair or reconstruct the damaged Premises or
          Project to substantially the same condition as immediately prior
          to such fire or other casualty, or (ii) to terminate this Lease
          by so notifying Tenant within one hundred twenty (120) days after
          the date of such fire or other casualty, such termination to be
          effective as of the date of such fire or other casualty.  The
          Rent required to be paid hereunder shall be abated in proportion
          to the portion of the Premises, if any, which is rendered
          untenantable by fire or other casualty hereunder until repairs of
          the Premises are completed, or if the Premises are not repaired,
          until the Expiration Date hereunder.  Other than such rental
          abatement, no damages, compensation or claims shall be payable by
          Landlord for loss of the use of the whole or any part of the
          Premises, Tenant's personal property, or any inconvenience, loss
          of business, or annoyance arising from any such repair and
          reconstruction.  If the damage results from the fault or
          negligence of Tenant, its agents, employees, licensees or
          invitees, Tenant shall not be entitled to any abatement or
          reduction of any Rent or other sums due hereunder, and such
          damage shall be repaired by Tenant, or at Landlord's option by
          Landlord, at Tenant's expense.  If this Lease is terminated as
          provided in (c)(ii) above, all Rent shall be apportioned and paid
          up to the date of such termination.  Landlord shall not be
          required to repair or replace any furniture, furnishings, or
          other personal property that Tenant may be entitled to remove
          from the Premises or any property constructed and installed by or
          for Tenant pursuant to Section 6.01 hereof or any installations
          in excess of Building Standard.

               8.2  END OF TERM CASUALTY.  
                    ---------------------    Notwithstanding anything to
          the contrary in this Article, Landlord shall not have any
          obligation whatsoever to repair, reconstruct or restore the
          Premises or the Project when the damage resulting from any
          casualty covered under this Article occurs during the last twelve
          (12) months of the Term or any renewal term.  Any option to renew
          this Lease that Tenant may be entitled to exercise shall be null
          and void if such option has not been exercised prior to any
          casualty that occurs during the last twelve (12) months of the
          Term or any renewal term and Landlord elects not to repair,
          reconstruct or restore the Premises or Project.


                                      ARTICLE 9.

               9.1  CONDEMNATION.  
                    -------------  If more than 20% of the Premises should
          be taken for any public or quasi-public use, by right of eminent
          domain or otherwise, or should be sold in lieu of condemnation,
          then either party hereto shall have the right, at its option, to
          terminate this Lease as of the date when physical possession of
          the Premises is taken by the condemning authority.  If 20% or
          less of the Premises is so taken or sold or if this Lease is not
          terminated upon any taking or sale of greater than 20% of the
          Premises, the Rent payable hereunder shall be abated in
          proportion to the portion of the Premises which is rendered
          untenantable by such condemnation, and Landlord shall, to the
          extent Landlord deems feasible, restore the Premises to
          substantially its former condition, but Landlord shall not in any
          event by required to spend for such work an amount in excess of
          the amount actually received by Landlord (after the payment of
          any such proceeds to Landlord's mortgagee, if any, pursuant to
          the terms of any mortgage) as compensation for such taking.  If
          any part of the Project other than the Premises may be so taken
          or sold, Landlord shall have the right at its option to terminate
          this Lease as of the date when physical possession of such part
          of the Project is taken by the condemning authority.  All amounts
          awarded upon taking of any part or all of the Project or the
          Premises shall belong to Landlord and Tenant shall not be
          entitled to, and expressly assigns all claims, rights and
          interests to, any such compensation to Landlord.


                                     ARTICLE 10.

               10.1 ENTRY.  
                    ------    Landlord, its agents, employees and
          representatives, shall have the right to enter the Premises at
          any time upon reasonable notice to Tenant under the circumstances
          (which notice may be oral and not in compliance with Section
          16.08 hereof, but no notice shall be required in the case of
          routine maintenance or any emergency) to show the Premises to
          prospective Tenants or purchasers or for any purpose that
          Landlord may reasonably deem necessary for the operation and
          maintenance of the Project.  Tenant hereby waives any claim for
          damages or for any injury or inconvenience to or interference
          with Tenant's business, any loss of occupancy or quiet enjoyment
          of the Premises, and any other loss occasioned thereby.  For each
          of the aforesaid purposes, Landlord shall at all times have and
          retain a key with which to unlock all of the doors in, upon and
          about the Premises, excluding Tenant's vaults, safes and files. 
          Landlord shall have the right to use any and all means which
          Landlord may deem proper to open the doors in, upon and about the
          Premises in any emergency in order to obtain entry to the
          Premises without liability to Tenant, except for any failure to
          exercise due care for Tenant's property.


                                     ARTICLE 11.



               11.1 SUBORDINATION.  
                    -------------- This Lease is and shall be subject and
          subordinate to any and all ground or similar leases affecting the
          Project, and to all mortgages, deeds of trust, and security
          agreements that may now or hereafter encumber or affect the
          Project or any interest of Landlord therein and/or the contents
          of the Building, and to any advances made on the security thereof
          and to any and all increases, renewals, modifications,
          consolidations, replacements and extensions of any such leases,
          mortgages, deeds of trust and/or security agreements.  This
          clause shall be self-operative and no further instrument of
          subordination need by required by any owner or holder of such
          ground lease, mortgage, deed of trust or security agreement. 
          Tenant agrees to execute and return any estoppel certificate,
          consent or agreement reasonably requested by any such lessor,
          mortgagee, trustee or secured party in connection with this
          Section within ten (10) days after receipt of same, and Tenant
          hereby irrevocably appoints Landlord as Tenant's attorney-in-fact
          to execute the same.  Tenant shall, at the request of Landlord,
          any mortgagee of Landlord secured by a lien on the Project, any
          lessor to Landlord under a ground lease of the Project, or any
          secured party under a security agreement encumbering the interest
          of Landlord, furnish such mortgagee, lessor or secured party with
          written notice of any default or breach by Landlord at least
          sixty (60) days prior to the exercise by Tenant of any rights
          and/or remedies of Tenant hereunder arising out of such default
          or breach.

               11.2 ATTORNMENT.  
                    -----------    If any ground or similar such lease,
          mortgage, deed of trust or security agreement is enforced by the
          ground lessor, the mortgagee, the trustee, or the secured party,
          Tenant shall, upon request, attorn to the lessor under such lease
          or the mortgagee or purchaser at such foreclosure sale, or any
          person or party succeeding to the interest of Landlord as a
          result of such enforcement, as the case may be, and execute
          instrument(s) confirming such attornment; provided however, that
          if this Lease was approved and accepted in writing by such
          lessor, mortgagee, trustee or secured party, Tenant's attornment
          shall be conditioned upon the agreement by such successor to
          Landlord's interest not to disturb Tenant's possession hereunder
          during the Term so long as Tenant performs its obligations under
          this Lease.  In the event of such enforcement and upon Tenant's
          attornment as aforesaid, Tenant will automatically became the
          tenant of the successor to Landlord's interest without change in
          the terms or provisions of this Lease; provided, however, that
          such successor to Landlord's interest shall not be bound by (a)
          any payment of Rent for more than one month in advance (except
          prepayments for security deposits, if any) or (b) any amendments
          or modifications of this Lease made without the prior written
          consent of such lessor mortgagee.

               11.3 QUIET ENJOYMENT.
                    ---------------     Tenant, on paying the Rent and
          keeping and performing the conditions and covenants herein
          contained, shall and may peaceably and quietly enjoy the Premises
          for the Term, subject to the aforesaid underlying leases,
          mortgages, deeds of trust and security agreements, all applicable
          laws and other governmental and legal requirements, applicable
          insurance requirements and regulations, such matters of public
          record affecting the Project, and the provisions of this Lease. 
          It is understood and agreed that this covenant and any and all
          other covenants of Landlord contained in this Lease shall be
          binding upon Landlord and its successors only with respect to
          breaches occurring during its and their respective ownership of
          the Landlord's interest hereunder.


                                     ARTICLE 12.

               12.1 ASSIGNMENT AND SUBLETTING.  
                    --------------------------    Tenant shall not,
          voluntarily, by operation of law, or otherwise, assign, transfer,
          mortgage, pledge, or encumber this Lease or sublease the Premises
          or any part thereof, or suffer any person other than Tenant, its
          employees, agents, servants and invitees to occupy or use the
          Premises or any portion thereof, without the express prior
          written consent of Landlord.  Any attempt to do any of the
          foregoing without such written consent shall be null and void and
          of no effect, and shall further constitute a Default under this
          Lease.  If Tenant so requests Landlord's consent, said request
          shall be in writing specifying the duration of said desired
          sublease or assignment, the date same is to occur, the exact
          location of the space affected thereby and the proposed rentals
          on a square foot basis chargeable thereunder, and shall be
          submitted to Landlord at least sixty (60) days in advance of the
          date on which Tenant desires to make such assignment or sublease
          or allow such occupancy or use.  Upon such request Landlord may,
          in its sole discretion, (a) grant such consent subject to
          Landlord's approval of the assignee, transferee, subtenant, or
          mortgagee, or (b) elect to terminate this Lease with respect to
          the Premises or any portion thereof to be affected by such
          assignment, sublease or other event specified above, or (c)
          suspend this Lease as to the space to be affected by such
          assignment, sublease or other event specified above for the
          duration specified by Tenant in its notice, in which event Tenant
          will be relieved of all obligations hereunder as to such space
          during said suspension, including a suspension of the Rent
          hereunder in proportion to the portion of the Premises affected
          thereby (but after said suspension, if the suspension is not for
          the full term hereof, Tenant shall once again become liable
          hereunder as to the applicable space).  In no event may Tenant
          assign this Lease or sublease the Premises or any portion thereof
          to any party whose operations in the Project would not be in
          keeping with, or would detract from, the operations of other
          tenants in the Project.  If Tenant is not a public company that
          is registered on a national stock exchange or that is required to
          register its stock with the Securities and Exchange Commission
          under Section 12(g) of the Securities and Exchange Act of 1934,
          then any change in a majority of the voting rights or other
          controlling rights or interests of Tenant shall be deemed an
          assignment for the purposes hereof.

               Notwithstanding anything contained in this Section to the
          contrary, in the event Landlord does not elect to suspend this
          Lease in whole or in part as set forth above, Tenant by giving
          written notice to Landlord of Tenant's desire to assign this
          Lease or sublet the Premises or any part thereof shall be deemed
          to have granted to Landlord (or Landlord's agent, at Landlord's
          option) the exclusive right for a period of forty-five (45) days
          following receipt by Landlord of Tenant's notice, to sublease on
          Tenant's behalf the Premises or such portion thereof as Tenant
          proposes to sublet or assign.  In the event that Landlord or its
          agent obtains a written commitment for a sublease of such space
          from a third party within such forty-five (45) day period, then
          Landlord or its agent shall have the right to negotiate all terms
          and provisions of the sublease (including the commencement date
          and term thereof) on behalf of Tenant, provided the rentals
          thereunder (on a square foot basis) shall be at least equal in
          amount to the lesser of (a) the Rent (on a square foot basis)
          proposed by Tenant in its notice to Landlord to be paid by the
          assignee or sublessee proposed by Tenant or (b) the Rent (on a
          square foot basis) payable by Tenant under this Lease.  Tenant
          agrees to execute, as sublessor, such sublease as negotiated by
          Landlord promptly upon delivery of same to Tenant by Landlord. 
          Tenant shall thereafter be bound by the terms thereof.  Tenant
          shall not be required to pay any brokerage commissions to
          Landlord or Landlord's leasing agent in connection with the
          execution of a sublease under the terms of this paragraph.  As
          additional rental hereunder, Landlord shall be entitled (and the
         sublease shall so provide) to be paid, as it accrues, any profit
          to be realized as a result of any sublease entered into under
          this paragraph after deduction of and giving Tenant credit for
          Tenant's reasonable costs directly associated therewith,
          including the reasonable cost of remodelling or otherwise
          improving the Premises for such sublessee, amortized over the
          remaining term of this Lease, but excluding any free rentals or
          the like offered to any such sublessee under this paragraph.  If
          within the forty-five (45) day period after Landlord receives
          Tenant's notice of Tenant's desire to assign this Lease or sublet
          the Premises or any part thereof, Landlord fails to notify Tenant
          (a) of its election to suspend this Lease in whole or in part as
          set forth above or (b) that Landlord has obtained a written
          commitment for a sublease from a third party under this
          paragraph, then Landlord shall be deemed to have elected the
          option set forth in Section 12.1(a) hereof free and clear of
          Landlord's rights under this paragraph, subject, however, to
          Landlord's subsequent written approval of the proposed assignee
          or sublessee as set forth above.

               In any situation in which Landlord consents to an assignment
          or sublease hereunder, Tenant shall promptly deliver to Landlord
          a fully executed copy of the final sublease agreement or
          assignment instrument and all ancillary agreements relating
          thereto.  No assignment shall be effective unless the assignee
          has agreed within the assignment instrument to assume the
          obligations of Tenant hereunder and to be personally bound by all
          of the covenants, terms and conditions hereof on the part of
          Tenant to be performed or observed hereunder.

               12.2 CONTINUED LIABILITY.  
                    ------------------- Tenant shall, despite any permitted
          assignment or sublease, remain directly and primarily liable for
          the performance of all of the covenants, duties, and obligations
          of Tenant hereunder, and Landlord shall be permitted ot enforce
          the provision of this Lease against Tenant or any assignee or
          sublessee without demand upon or proceeding in any way against
          any other person.

               12.3 CONSENT.  
                    --------  Consent by Landlord to a particular
          assignment or sublease shall not be deemed a consent to any other
          or subsequent transaction.  If this Lease is assigned or if the
          Premises are subleased without the permission of Landlord, then
          Landlord may nevertheless collect Rent from the assignee or
          sublessee and apply the net amount collected to the Rent payable
          hereunder, but no such transaction or collection of Rent or
          application thereof by Landlord shall be deemed a waiver of any
          provision hereof or a release of Tenant from the performance of
          the obligations of the Tenant hereunder.

               12.4 PROCEEDS.  
                    --------  All cash or other proceeds of any assignment,
          sale or sublease of Tenant's interest in this Lease, whether
          consented to by Landlord or not, shall be paid to Landlord
          notwithstanding the fact that such proceeds exceed the Rent
          called for hereunder, and Tenant hereby assigns all rights it
          might have or ever acquire in any such proceeds to Landlord.

                                     ARTICLE 13.

               13.1 DEFAULT.  
                    --------  Each of the following shall constitute a
          "Default" by Tenant:

               (a)  The failure of Tenant to pay the Rent or any part
          thereof when due;

               (b)  Tenant shall become insolvent or unable to pay its
          debts as they become due, or Tenant notifies Landlord that it
          anticipates either condition;

               (c)  Tenant takes any action to, or notifies Landlord that
          Tenant intends to, file a petition under any section or chapter
          of the United States Bankruptcy Code, as amended from time to
          time, or under any similar law or statute of the United States or
          any state thereof; or a petition shall be filed against Tenant
          under any such statute or Tenant notifies Landlord that it knows
          such a petition will be filed; or the appointment of a receiver
          or trustee to take possession of substantially all of Tenant's
          assets located at the Premises or of Tenant's interest in this
          Lease; or the attachment, execution or other judicial seizure of
          substantially all of Tenant's assets located at the Premises or
          of Tenant's Interest in this Lease;

               (d)  Tenant shall fail to fulfill or perform, in whole or in
          part, any of its obligations under this Lease (other than the
          payment of Rent) and such failure or nonperformance shall
          continue for a period of fifteen (15) days after written notice
          thereof has been given by Landlord to Tenant;

               (e)  Tenant shall vacate or abandon the Premises or any
          significant portion thereof;

               (f)  Tenant shall fail to take possession of the Premises
          when Landlord notifies Tenant that the Premises are ready for
          occupancy;

               (g)  The occurrence of any event or condition having a
          material and adverse effect on the assets, liabilities, financial
          condition, business or operations of Tenant as they exist on the
          date of this Lease, or the ability of Tenant to meet its
          obligations under this Lease on a timely basis as provided
          herein;

               (h)  Any representation or warranty by Tenant in this Lease
          or in any certificate, statement or other document furnished
          pursuant to or under this Lease, including, without limitation,
          financial statements, proves to be or becomes incorrect in any
          material respect; or

               (i)  A default occurs under the provisions of Sections 5.2
          or 12.1 of this Lease.



               13.2 RIGHTS UPON DEFAULT.  
                    ------------------- If a Default by Tenant occurs, then
          at any time thereafter, with or without notice or demand,
          Landlord may exercise any and all rights and remedies available
          to Landlord under this Lease, at law or in equity, including
          without limitation, termination of this Lease and termination of
          Tenant's right to possession without terminating the Lease.  In
          the event of a Default, Landlord may, without additional notice
          and without court proceedings, re-enter and repossess the
          Premises and remove all persons and property therefrom, and
          Tenant hereby agrees to surrender possession of the Premises,
          waives any claim arising by reason thereof or by reason of
          issuance of any distress warrant or writ of sequestration, and
          agrees to hold Landlord harmless from any such claims.  If
          Landlord elects to terminate this Lease, it may treat the Default
          as an entire breach of this Lease and Tenant shall immediately
          become liable to Landlord for damages equal to the total of (a)
          the cost of recovering, reletting, including, without limitation,
          the cost of leasing commissions attributable to the unexpired
          portion of the Term of this Lease, and remodeling the Premises,
          (b) all unpaid Rent and other amounts earned or due through such
          termination, including interest thereon at the rate specified in
          Section 13.4 hereof, plus (c) the present value (discounted at
          the same rate) of the fair market rental value of the Premises
          for said period and (d) any other sum of money and damages owed
          by Tenant to Landlord.  If landlord elects to terminate Tenant's
          right to possession of the Premises without terminating this
          Lease, Landlord may (but shall not be obligated to) rent the
          Premises or any part thereof for the account of Tenant to any
          person or persons for such rent and for such terms and conditions
          as Landlord deems appropriate, and Tenant shall be liable to
          Landlord for the amount, if any, by which the Rent for the
          unexpired balance of the Term exceeds the net amount, if any,
          received by Landlord from such reletting, being the gross amount
          so received by Landlord less the costs of repossession,
          reletting, remodeling, and other expenses incurred by Landlord. 
          Such sum or sums shall be paid by Tenant in monthly installments
          on the first day of each month of the Term. In no case shall
          Landlord be liable for failure to relet the Premises or to
          collect the rent due under such reletting, and in no event shall
          Tenant be entitled to any excess rents received by Landlord.  All
          rights and remedies of Landlord shall be cumulative and not
          exclusive.

               13.3 COSTS.  
                   ------    If a Default by Tenant occurs, then Tenant
          shall reimburse Landlord on demand for all costs reasonably
          incurred by Landlord in connection therewith including, but no
          limited to, reasonable attorney's fees, court costs, and related
          costs, plus interest thereon from the date such costs are paid by
          Landlord until Tenant reimburses Landlord, at the rate specified
          in Section 13.4 hereof.

               13.4 INTEREST.  
                    --------  All late payments of Rent, costs or other
          amounts due from Tenant under this Lease shall bear interest from
          the date due until paid at the rate of 12% per annum; provided,
          however, in no event shall the rate of interest hereunder exceed
          the maximum nonusurious rate of interest (the "Maximum Rate")
          permitted by the applicable laws of the State of Texas or the
          United States of America, whichever shall permit the higher
          nonusurious rate, and as to which Tenant could not successfully
          assert a claim or defense of usury, and to the extent that the
          Maximum Rate is determined by reference to the laws  of the State
          of Texas, the Maximum Rate shall be the indicated rate ceiling
          (as defined and described in Texas Revised Civil Statutes,
          Article 5069-1.04, as amended) at the applicable time in effect.

               13.5 LANDLORD'S LIEN.  
                    ----------------    Landlord reserves (and is hereby
          granted) a first and superior lien and security interest (which
          shall be in addition to and not in lieu of the statutory
          landlord's lien) on all fixtures, equipment, and personal
          property (tangible and intangible) now or hereafter placed by
          Tenant in or on the Premises to secure all sums due by Tenant
          hereunder, which lien and security interest may be enforced by
          Landlord in any manner provided by law, including, without
          limitation, under and in accordance with the Texas Uniform
          Commercial Code.  The provisions of this Section shall constitute
          a security agreement under the Texas Uniform Commercial Code and
          Tenant shall execute and Landlord shall file, where appropriate
          and at Tenant's expense, all documents, including Financing
          Statements in the form attached hereto as Exhibit D and made a
          part hereof for all purposes, required to perfect the security
          interest herein granted in accordance with the Texas Uniform
          Commercial Code.  Landlord may at its election at any time file a
          copy of this Lease as a financing statement.  Unless otherwise
          provided by law and for the purpose of exercising any right
          pursuant to this Section, Landlord and Tenant agree that
          reasonable notice shall be met if such notice is given by five
          days' written notice, certified mail, return receipt requested,
          to Tenant by Landlord at the address specified herein.

                                     ARTICLE 14.

               14.1 CORPORATE RESOLUTIONS; OTHER EVIDENCE OF AUTHORITY.  
                    ---------------------------------------------------
               If Tenant is a corporation, Tenant shall, simultaneously
          with the execution and delivery of this Lease, deliver a fully
          executed Certificate of the Secretary with attached Resolutions
          of the Corporate Board substantially in the form attached hereto
          as Exhibit E.  If Tenant is a partnership or a joint venture,
          Tenant shall, simultaneously with the execution and delivery of
          this Lease, deliver to Landlord a copy of Tenant's partnership or
          joint venture agreement certified as being true and complete and
          such other documents as Landlord or counsel for Landlord may
          request evidencing the authority of a partner of joint venturer
          of Tenant to sign on behalf of Tenant.

                                     ARTICLE 15.

               15.1 ENVIRONMENTAL MATTERS.  
                    ---------------------    Tenant shall prevent the
          presence, use, generation, release, discharge, storage, disposal,
          or transportation of any Hazardous Materials on, under, in,
          above, to, or from the Premises other than in strict compliance
          with all applicable federal, state, and local laws, regulations,
          and orders.  For the purposes of this section, "Hazardous
          Materials" shall refer to any substances, materials, and wastes
          that are or become regulated as hazardous or toxic substances
          under any applicable local, state, or federal law, regulation, or
          order.  Tenant shall indemnify, defend, and hold Landlord
          harmless from and against:

               (a)  Any loss, cost, claim or liability arising out of any
          investigation, monitoring, clean-up, containment, removal,
          storage, or restoration work ("Remedial Work") required by or
          incurred by Landlord or any nongovernmental entity or person in a
          reasonable belief that such work is required by any applicable
          federal, state, or local law, governmental agency, or political
          subdivision; and

               (b)  Any claims of third parties for loss, injury, expense,
          or damage arising out of the presence, release, or discharge of
          any hazardous Materials on, under, in, above, to, or from the
          Premises.  In the event any Remedial Work is so required under
          any applicable federal, state or local law, Tenant shall perform
          or cause to be performed the Remedial Work in compliance with
          such law, regulation, or order.  All Remedial Work shall be
          performed by one or more contractors under the supervision of a
          consulting engineer, each selected by Tenant and approved in
          advance in writing by Landlord.  In the event Tenant shall fail
          to commence the Remedial Work in a timely fashion or fail to
          prosecute diligently the Remedial Work to completion, Landlord
          may, but shall not be required to, cause the Remedial Work to be
          performed, subject fully to the indemnification provisions of
          this article.  This Article shall survive the termination of this
          Lease.

                                     ARTICLE 16.

               16.1 AMENDMENT.  
                   ----------     Any agreement hereafter made between
          Landlord and Tenant shall be ineffective to modify, release, or
          otherwise affect this Lease, in whole or in part, unless such
          agreement is in writing and signed by the party to be bound
          thereby.

               16.2 SEVERABILITY.  
                    -------------  If any term or provision of this Lease
          shall, to any extent, be held invalid or unenforceable by a final
          judgment of a court of competent jurisdiction, the remainder of
          this Lease shall not be affected thereby.

               16.3 ESTOPPEL LETTERS.  
                    ----------------    Tenant shall promptly upon request
          from Landlord execute and acknowledge a certificate containing
          such information as may be reasonably requested for the benefit
          of Landlord, any prospective purchaser or any current or
          prospective mortgagee of all or any portion of the Project.

               16.4 LANDLORD'S LIABILITY AND AUTHORITY.  
                    ---------------------------------- The liability of
          Landlord to Tenant for any default by Landlord under the terms of
          this Lease shall be limited to the interest of Landlord in the
          Project.  Landlord, its officers, directors, partners, joint
          venturers, and/or employees shall not be personally liable for
          any judgment or deficiency, and Tenant agrees to look solely to
          Landlord's interest in the Project for the recovery of any
          judgment against the Landlord.

               16.5 HOLDOVER.  
                    --------- If Tenant shall remain in possession of the
          Premises after the Expiration Date or earlier termination of this
          Lease, then Tenant shall be deemed a tenant-at-will whose tenancy
          is terminable at any time.  In such event, Tenant shall pay Rent
          at two times the daily rental rate prevailing on the date of such
          termination or expiration, but otherwise shall be subject to and
          shall perform all of the obligations of Tenant under this Lease. 
          Additionally, Tenant shall pay to Landlord all damages sustained
          by Landlord on account of such holding over by Tenant.

               16.6 SURRENDER.  
                    ----------     Upon the expiration or earlier
          termination of the Term, Tenant shall peaceably quit and
          surrender the Premises in good order and condition, excepting
          ordinary wear and tear, but subject to Sections 6.1 and 6.2
          hereof.  All obligations of Tenant for the period of time prior
          to the expiration or earlier termination of the Term shall
          survive such expiration or termination.

               16.7 PARTIES AND SUCCESSORS.  
                    -----------------------  Subject to the limitations and
          conditions set forth elsewhere herein, this Lease shall bind and
          inure to the benefit of the respective heirs, legal
          representatives, successors, and permitted assigns and/or
         sublessees of the parties hereto.  The term "Landlord", as used
          in this Lease, so far as the performance of any covenants or
          obligations on the part of Landlord under this Lease are
          concerned, shall mean only the owner of the Project at the time
          in question, so that in the event of any transfer of title to the
          Project, the party by whom any such transfer is made shall be
          relieved of all liability and obligations of the Landlord arising
          under this Lease from and after the date of such transfer.

               16.8 NOTICE.  
                    --------  Except as otherwise provided herein, any
          statement, notice, or other communication that Landlord or Tenant
          may desire or be required to give to the other shall be deemed
          sufficiently given or rendered if hand delivered, or if sent by
          registered or certified mail, return receipt requested, addressed
          at the address(es) first hereinabove given or at such other
          addresses(es) as the other party shall designate from time to
          time by prior written notice, and such notice shall be effective
          when the same is received or mailed as herein provided.

               16.9 RULES AND REGULATIONS.  
                    ---------------------    Tenant, its servants,
          employees, agents, visitors, invitees, and licensees, shall
          observe faithfully and comply strictly with the Rules and
          Regulations set forth in Exhibit B attached hereto and made a
          part hereof for all purposes, and shall abide by and conform to
          such further rules and regulations as Landlord may from time to
          time reasonably make, amend or adopt, after Tenant receives a
          copy thereof.

               16.10     CAPTIONS.  
                         --------  The captions in this Lease are inserted
          only as a matter of convenience and for reference and they in no
          way define, limit, or describe the scope of this Lease or the
          intent of any provision hereof.

               16.11     NUMBER AND GENDER.  
                         ------------------  All genders used in this Lease
          shall include the other genders, the singular shall include the
          plural, and the plural shall include the singular, whenever and
          as often as may be appropriate.

               16.12     GOVERNING LAW.  
                         -------------- This Lease shall be governed by and
          construed in accordance with the laws of the State of Texas.

               16.13     INABILITY TO PERFORM.  
                         ---------------------    Notwithstanding Section
          16.18 hereof, whenever a period of time is herein prescribed for
          the taking of any action by Landlord, Landlord shall not be
          liable or responsible for, and there shall be excluded from the
          computation of such period of time, any delays due to strikes,
          riots, acts of God, shortages of labor or materials, war,
          governmental laws, regulations or restrictions, or any other
          cause whatsoever beyond the control of Landlord, and such
          nonperformance or delay in performance by Landlord shall not
          constitute a breach or default by Landlord under this Lease nor
          give rise to any claim against Landlord for damages or constitute
          a total or partial eviction, constructive or otherwise.

               16.14     USE OF NAME.  
                         -----------    Tenant shall not, except to
          designate Tenant's business address (and then only in a
          conventional manner and without emphasis or display), use the
          name or mark "11011 Jones Road" or any other name that Landlord
          may use for the Building pursuant to Section 16.23 hereof for any
          purpose whatsoever.

               16.15     BROKER.  
                         -------   Tenant represents and warrants that
          Tenant has dealt with, and only with N/A                    as
                                               -----------------------
          broker in connection with this Lease and that, insofar as Tenant
          knows, no other broker negotiated this Lease or is entitled to
          any commission in connection herewith.  Tenant shall indemnify
          and hold harmless Landlord from and against all claims (and costs
          of defending against and investigating such claims) of any other
          broker(s) or similar parties claiming under Tenant in connection
          with this Lease.

               16.16     MEMORANDUM OF LEASE.  
                         ------------------- Without the prior written
          consent of Landlord (which may be granted or withheld in
          Landlord's sole discretion), Tenant shall not record this Lease
          or a memorandum or other instrument with respect to this Lease. 
          Upon the date of execution of this Lease, or at any time
          thereafter, and at the request of Landlord, Tenant and Landlord
          shall execute a memorandum in recordable form setting forth the
          material terms and conditions of this Lease.

               16.17     ENTIRE AGREEMENT.  
                         -----------------   This Lease, including all
          Exhibits attached hereto (which Exhibits are hereby incorporated
          herein and shall constitute a portion hereof), contains the
          entire agreement between Landlord and Tenant with respect to the
          subject matter hereof.  Tenant hereby acknowledges and agrees
          that neither  Landlord nor Landlord's agents or representatives
          have made any representations, warranties, or promises with
          respect to the Project, the Premises, Landlord's services, or any
          other matter or thing except as herein expressly set forth, and
          no rights, easements, or licenses are acquired by Tenant by
          implication or otherwise except as expressly set forth in this
          Lease.  The taking of possession of the Premises by Tenant shall
          be conclusive evidence, as against Tenant, that Tenant accepts
          the Premises and the Project, and that same were in good and
          satisfactory condition at the time such possession was so taken. 
          Further, the terms and provisions of this Lease shall not be
          construed against or in favor of a party hereto merely because
          such party is the "Landlord" or the "Tenant" hereunder or such
          party or its counsel is the draftsman of this Lease.

               16.18     TIME OF ESSENCE.  
                         ----------------    Time is of the essence of this
          Lease and each and all of its provisions in which performance is
          a factor.

               16.19     PARKING.  
                         --------  Tenant shall have the right to use the
          parking facilities of the Building, subject to the monthly rates,
          rules and regulations, and any other charges of Landlord for such
          parking facilities, and the failure of Tenant to timely pay such
          monthly rates and charges shall constitute a default by Tenant
          under this Lease, all as more particularly set forth on Exhibit C
          hereto.

               16.20     TENANT TAXES.  
                         -------------  Tenant shall pay, or cause to be
          paid, before delinquency, any and all taxes levied or assessed
          and which become payable during the Term upon all of Tenant's
          leasehold improvements, equipment, furniture, fixtures and
          personal property located in the Premises, except that which has
          been paid for by Landlord and is the standard of the Building.

               16.21     ATTORNEY'S FEES.
                         ---------------     In the event Tenant defaults
          in the performance of any of the terms, agreements or conditions
          contained in this Lease and Landlord places the enforcement of
          this Lease, or any part thereof, or the collection of any Rent
          due or to become due hereunder, or recovery of the possession of
          the Premises, in the hands of any attorney who files suit upon
          the same, the Tenant shall pay Landlord's reasonable attorney's
          fees.

               16.22     LANDLORD ALTERATIONS OR MODIFICATIONS. 
                         --------------------------------------
          Notwithstanding anything herein to the contrary, Landlord
          expressly reserves the right in its sole discretion to
          temporarily or permanently change the location of, close, block
          or otherwise alter any entrances, corridors, skywalks, tunnels,
          doorways, or walkways leading to or providing access to the
          Building or any part thereof or otherwise restrict the use of
          same, provided such acts do not unreasonably impair Tenant's
          access to the Premises.  Landlord shall not incur any liability
          whatsoever to Tenant as a consequence thereof and such acts shall
          not be deemed to be a breach of any of Landlord's obligations
          hereunder.  Landlord agrees to exercise good faith in notifying
          Tenant within a reasonable time in advance of any alterations,
          modification or other acts of Landlord under this Section.

               16.23     NAME CHANGE.  
                         ------------   Landlord and Tenant covenant and
          agree that Landlord hereby reserves and shall have the right at
          any time and from time to time to change the name of the Building
          as Landlord may deem advisable, and Landlord shall not incur any
          liability whatsoever to Tenant as a consequence thereof.

               16.24     SUBSTITUTION OF PREMISES.  
                         ------------------------ In the event Landlord
          determines to utilize the Premises for other purposes during the
          Term, Tenant agrees to relocate to other space in the Building
          designated by Landlord, provided such other space is of equal or
          larger size than the Premises, unless Tenant agrees to relocate
          to smaller space.  Landlord shall pay all out-of-pocket expenses
          of any such relocation, including the expenses of moving and
          reconstruction of all Tenant furnished and Landlord furnished
          improvements.  In the event of such relocation, this Lease shall
          continue in full force and effect without any change in the terms
          or conditions of this Lease, but with the new location
          substituted for the old location set forth in Section 1.01
          hereof.

               16.25     GUARANTY.  
                         --------- The Guaranty (the "Guaranty") for this
          Lease is attached hereto as Exhibit D and made a part hereof for
          all purposes.  This Lease shall not be affected and Tenant's
          obligations under this Lease shall not be diminished or impaired
          by the failure of any party shown on such Guaranty to execute
          such Guaranty.  Each party executing the Guaranty is herein
          referred to individually as a "Guarantor", and collectively
          referred to as the "Guarantors".

               16.26     PURCHASE OPTION.  
                         ----------------    Provided that the Tenant is
          not in default, Tenant may at any time prior to the expiration of
          the one year anniversary of the Lease, have the option to
          purchase the Premises for a purchase price equal to $1,800,000.00
          payable in cash at closing.  Tenant shall give notice to Landlord
          of its intent to exercise this option in writing at any time
          prior to the expiration of the term of this Lease and a closing
          shall be held within thirty (30) days after the date of such
          notice.  The parties agrees to enter into a Real Estate Sales
          Agreement which will contain the normal and customary warranties,
          representation, covenants, prorations and allocations of expenses
          as are generally provided in the Real Estate Sales Agreement for
          similar properties in Harris County, Texas as of the closing
          date.  At closing Tenant shall be given credit in the sum of
          $15,000.00 multiplied times the number of months of rent actually
          paid by Tenant to Landlord hereunder prior to the closing date. 
          In the event this Lease term expires without Tenant exercising
          this Purchase Option, this Purchase Option shall also express as
          of such termination date.


               EXECUTED to be effective as of the date hereinabove first
          set forth.

          LANDLORD:

          11011 JONES ROAD JOINT VENTURE GROUP


          By:_____________________________________
          Name:  Gina D'Albis
               -----------------------------------
          Its:  Managing Venturer
               -----------------------------------


          TENANT:

          AMERICAN ECO CORPORATION


          By:__________________________________________
          Name:  Michael E. McGinnis
               ----------------------------------------
          Its:  President
               ----------------------------------------