EXHIBIT 10.9

                                   COMMERCIAL
                                 LEASE AGREEMENT

This Lease  Agreement is made and entered into this 28th day of February,  1995,
by and between  Ameritas Life Insurance Corp.  corporation  (hereinafter  called
"Lessor"),  and Matrix Telecom,  Inc., a Texas Corporation  (hereinafter  called
"Lessee").

                                   WITNESSETH:

Lessor. In consideration of the rent to be paid and the covenants and agreements
to be performed by Lessee, as hereinafter set forth, does hereby lease,  demise,
and let unto Lessee and Lessee  accepts  that certain  office  space  containing
approximately  24,050  rentable  square feet on the First & Second  floor in the
building known as Northstar Plaza I (hereinafter called the "Building"), located
on that  certain  tract of land  situated in the City of Fort  Worth,  County of
Tarrant,  State of Texas,  more  particularly  described in Exhibit "A" attached
hereto and made a part hereof (hereinafter  called the "Land").  The area hereby
leased  (hereinafter  called  "Leased  Premises")  in the  Building is shown and
designated  on the  Floor  Plan(s)  attached  hereto  and made a part  hereof as
Exhibit "B".

The Leased Premises are leased by Lessor to Lessee, are accepted,  and are to be
used  and  possessed  by  Lessee  upon  and  subject  to  the  following  terms,
provisions, covenants, agreements, and conditions:

     1. TERM:  Subject to and upon the  conditions  set forth  below,  including
without limitation  subparagraph 34(d), the term of this Lease shall commence on
July 1, 1995 (the  "Commencement  Date") or, if such date is different  from the
Commencement  Date, the Completion Date as defined in subparagraph  34(d), which
Lessor shall use its best efforts to establish  by the  Commencement  Date,  and
shall terminate June 30, 2000 (60) months  thereafter (plus the partial month in
which the Commencement Date or Completion Date occurs, if applicable). If lessee
takes  possession of the Leased  Premises before July 1, 1995 the monthly rental
for the first month shall be prorated based on Year 1 rent.

     2. RENT: (a) Lessee agrees to pay monthly as base rental during the term of
this  Lease the sum of ($ ),  which  amount  shall be  payable  to Lessor at the
address shown below on the first day of the month.  One monthly  installment  of
rent shall be due and payable on the date of  execution  of this Lease by Lessee
for the  first  month's  rent and a like  monthly  installment  shall be due and
payable  on or before  the  first  day of each  calendar  month  succeeding  the
Commencement Date or Completion Date during the demised term; provided,  that if
the  Commencement  Date or the  Completion  date should be a date other than the
first day of a calendar  month,  the  monthly  rental set forth  above  shall be
prorated to the end of that calendar month,  and all succeeding  installments of
rent shall be payable  on or before  the first day of each  succeeding  calendar
month during the demised term.

     (b) On the date of  execution  of this Lease by Lessee,  there shall be due
and  payable by Lessee a  security  deposit  in an amount  equal to one  monthly
rental  installment  to be held  for  the  performance  by  Lessee  of  Lessee's
covenants and obligations  under this Lease, it being expressly  understood that
the deposit shall not be considered an advance payment of rental or a measure of




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Lessor's  damage in case of default by Lessee.  Upon the occurrence of any event
of default by Lessee or breach by Lessee of Lessee's covenants under this Lease,
Lessor may, from time to time,  without  prejudice to any other remedy,  use the
security deposit to the extent necessary to make good any arrears of rent and/or
any  damage,  injury,  expense  or  liability  caused  to Lessor by the event of
default or breach of covenant,  any remaining balance of the security deposit to
be returned by Lessor to Lessee upon  termination  of this Lease.  Said security
deposit shall be placed in an interest bearing account and the interest shall be
credited to Lessee provided Lessee is not in default of an

     (c) If any increase in the fire and extended  coverage  insurance  premiums
paid by Lessor for the  Building  in which  Lessor  occupies  space is caused by
Lessee's use and  occupancy  of the Leased  Premises,  or if Lessee  vacates the
Leased  Premises and causes an increase in such premiums,  then Lessee shall pay
as additional rental the amount of such increase to Lessor.

     (d) Other remedies for non-payment of rent notwithstanding,  if the monthly
rental payment is not received by Lessor on or before the fifth day of the month
for which  rent is due,  or if any  other  payment  due  Lessor by Lessee is not
received  by Lessor on or before the tenth day after an invoice or other  demand
therefor has been sent to Lessee,  a service charge of five percent (5%) of such
past due amount  shall  become due and payable in addition to such  amounts owed
under this Lease.

     (e) In the  event  the  operating  expenses  as  defined  below  (hereafter
"Operating  Expenses") of Lessor  relating to the  Building,  the Land and other
improvements  on the Land shall,  in any  calendar  year during the term of this
Lease, exceed the sum of $3.70 per rentable square foot, with the total rentable
square footage of the Building being 24,050 for the purpose of this calculation,
Lessee agrees to pay as additional  rental Lessee's pro rata share (100%) of the
excess Operating Expenses. The increase in operating expenses will be limited to
a 5% increase  above $3.70 per rentable  square foot for the first year and a 5%
increase over the prior year  operating  expenses  thereafter for the purpose of
calculating the Lessee's pro rata share. In the case of the calendar year during
which the Commencement Date or Completion Date occurs, the foregoing calculation
shall be made based upon a pro rata share (as the  balance of the year after the
Commencement Date or Completion Dates bears to the entire year) of the Operating
Expenses for that  calendar year for which  additional  rental is due under this
paragraph,  invoice Lessee for the excess Operating Expenses.  The invoice shall
include in reasonable  detail all  computations  of the additional  rental,  and
Lessee agrees to make payment of the additional rental to Lessor within ten days
following  receipt of the invoice.  In the year in which this Lease  terminates,
Lessor,  in lieu of  waiting  until the close of the  calendar  year in order to
determine any excess  Operating  Expenses,  has the option to invoice Lessee for
Lessee's pro rata share of the Operating Expenses based upon the previous year's
excess Operating Expenses;  Lessor shall invoice Lessee under this option within
thirty days prior to the  termination  of this Lease increase the monthly rental
to an  amount  which  reflects  the  Lessee's  pro rata  share of the  Operating
Expenses based upon the previous year's excess  Operating  Expenses after giving
Lessee thirty days notice. Lessor shall provide Lessee thirty days notice.

     (f) Operating  Expenses  include all expenses  incurred with respect to the
maintenance and operation of the Building, the Land




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and other improvements on the Land,  including,  but not limited to, maintenance
and repair costs, fuel, water,  sewer, gas and other utility charges,  security,
window washing, janitorial services, trash removal,  landscaping,  pest control,
Lessor's  managing  agent whose  duties are  connected  with the  operation  and
maintenance  of the  Building  or other  expenses on the Land,  amounts  paid to
management  firm  to  supervise  operation  of the  Building,  amounts  paid  to
contractors or subcontractors  for work or services performed in connection with
the operation of the Building or other  expenses on the Land,  and all services,
supplies, repairs,  replacements or other expenses for maintaining and operating
the Building and other expenses on the land,  including common areas and parking
area.  Operating Expenses also include all real property taxes and all insurance
premiums  which lessor is required to pay or deems  advisable to pay,  including
public  liability  insurance,  with respect to the Building,  the Land and other
improvements  on the  Land.  Operating  Expenses  do  not  include  any  capital
improvement to the Building, nor shall it include repairs,  restoration or other
work occasioned by fire, windstorm or other casualty, income and franchise taxes
of Lessor,  expenses  incurred in leasing to or  procuring  of tenants,  leasing
commissions,  advertising expenses, expenses for the renovating of space for new
tenants, interest or principal payments on any mortgage or other indebtedness of
Lessor or depreciation allowance or expense.

     (g) Lessee will pay the electric  bill for the entire  property as received
from the utility  company  each month during the primary term and any renewal or
extension period.

     3. SIGNS: (a) Lessor will furnish and install a suitable building directory
and  establish  suite numbers to facilitate  locating and  identifying  Lessee's
premises.  In order to  effect  uniformity,  to  control  the  graphics,  and to
maintain  dignified  aesthetics,  Lessor  will also  furnish  and install at the
entrance  door to  Lessee's  premises a uniform  suite  number  plate and a name
plate.  Signs,  name  plates or  graphics  which are  wholly  within  the Leased
Premises and not visible from the exterior of the Building or from public spaces
within the Building will be permitted.

     4. USAGE AND  INSURANCE:  Lessee  represents to and agrees with Lessor that
the Leased  Premises  shall be used and occupied only for the purpose of general
office use.  Lessee shall occupy the Leased  Premises,  conduct its business and
control its agents,  employees,  contractors,  customers  and invitees in such a
manner as is lawful,  acceptable  and will not create any  nuisance or otherwise
interfere  with,  annoy or  disturb  any  other  tenant in its  normal  business
operations or Lessor in its management of the Building. Lessee shall not commit,
or suffer to be committed,  any waste on the Leased  Premises,  nor shall Lessee
permit the Leased  Premises to be used in any way which would, in the opinion of
Lessor,  be extra  hazardous on account of fire or otherwise  which would in any
way  increase  or render  void the fire  insurance  on the  Leased  Premises  or
contents in the Building.

     5. BUILDING SERVICES:  Lessor shall furnish janitorial  services five times
per  week  during  the  term of this  Lease.  Lessee  shall  pay for the cost of
cleaning services required by non-standard  improvements or special  operations.
Lessor  shall  furnish  water for Lessee  during the term of this lease.  Lessee
shall pay all telephone charges.  Lessor shall furnish Lessee hot and cold water
at those  points of supply  provided  for  general  use of other  tenants in the
Building,  central  heating  and air  conditioning  (at  times  Lessor  normally
furnishes these services to other tenants in




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the Building,  and at temperatures and in amounts as are considered by Lessor to
be standard, routine maintenance, painting and electric lighting service for all
common areas of the Building in the manner and to the extent deemed by Lessor to
be standard.  Failure by Lessor to any extent to furnish these defined services,
or any  cessation  thereof,  resulting  from causes beyond the control of Lessor
shall  neither  render Lessor liable in any respect for damages to either person
or property,  be  construed as an eviction of Lessee,  work an abatement of rent
nor relieve Lessee from fulfillment of any covenant in this Lease. Should any of
the  equipment  or  machinery  break  down,  or for any cause  cease to function
properly, Lessor shall use reasonable diligence to repair the same promptly, but
Lessee shall have no claim for rebate on account of any  interruption in service
occasioned  by the  repairs,  nor shall the same be  construed as an eviction of
Lessee, nor relieve Lessee from fulfillment of any covenant in this Lease. Under
no circumstances will Lessor be liable for any indirect or consequential damages
caused by any interruption of building services.

     6. REPAIR AND MAINTENANCE: Lessor will, at its own cost and expense, except
as may be provided  elsewhere  herein,  make  necessary  repairs to the Building
corridors,  lobby, and other common areas of the Building and other improvements
on the Land and to the structural  parts of the Building and other  improvements
on the  Land,  and to the lines  and  equipment  used to  provide  the  services
referred to herein up to the point of entry into the Leased Premises, unless any
such damage is caused by the negligent acts or omissions of Lessee,  its agents,
employees,  contractors,  customers  or  invitees,  in which event  Lessee,  its
agents,  employees,  contractors,  customers or invitees,  in which event Lessee
will bear the cost of such  repair.  Lessee will  promptly  give Lessor  written
notice of repair  required to be done by Lessor,  as aforesaid,  of which Lessee
may become  aware.  Lessor  shall not be liable to Lessee,  except as  expressly
provided in this Lease, for any damage or inconvenience, and Lessee shall not be
entitled  to any  abatement  or  reduction  of rent,  by reason of any  repairs,
alterations  or  additions  made by Lessor  under this Lease.  All  requests for
repairs or maintenance  that are the  responsibility  of Lessor  pursuant to any
provision  of this Lease must be made in  writing to Lessor at the  address  set
forth below and Lessor shall not be deemed in breach of its  obligations  unless
it fails to commence such repairs within ten (10) days after receipt thereof.

     7.  LESSEE'S  REPAIRS  AND  ALTERATIONS:  Lessee  will not,  in any manner,
deface, injure or damage the Leased Premises,  the Building, or any improvements
on the Land, and will pay the cost of repairing any damage or injury done to the
Leased Premises,  the Building or such other  improvements by Lessee or Lessee's
agents, employees,  contractors,  customers or invitees. Lessee shall throughout
the term of this Lease take good care of the leased  Premises and keep them free
from waste and nuisance of any kind.  Lessee  further  agrees to keep the Leased
Premises,  including all fixtures  installed by lessee,  any plate glass and any
mechanical lines and equipment within the Leased Premises, in good condition and
make all necessary repairs thereto except for those caused by fire, casualty, or
acts of God covered by Landlord's  fire insurance  policy  covering the Building
and except for repairs to structural parts of the Building which are required to
be done by the Lessor.  If Lessee fails to make such repairs within fifteen (15)
days after the  occurrence  of the damage or injury,  Lessor may, at its option,
make such repair and Lessee shall, upon demand therefor, pay Lessor for the cost
thereof, plus a charge in the amount of 15% of the




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cost thereof to cover the overhead and administrative expenses of Lessor. Lessee
will not make or allow to be made any alterations or physical additions in or to
the  Leased  Premises   without  the  prior  written  consent  of  Lessor.   All
maintenance, repairs, alterations, additions, or improvements shall be conducted
only by contractors and  subcontractors  approved in writing by Lessor, it being
understood  that  Lessee  shall  procure  and  maintain,  and shall  cause  such
contractors and subcontractors engaged by or on behalf of Lessee, to procure and
maintain,  insurance  coverage against such risks, in such amounts and with such
companies as Lessor may require in connection with any such maintenance, repair,
alteration,  addition,  or improvement.  Upon termination of this Lease,  Lessee
will surrender and deliver up the Leased Premises in the same  condition,  order
and repair as existed at the  Commencement  Date or Completion  Date,  excepting
ordinary wear and tear.

     8. COMPLIANCE WITH LAWS,  RULES AND  REGULATIONS:  Lessee shall comply with
all laws, ordinances, orders, rules and regulations of state, federal, municipal
or other agencies or bodies having  jurisdiction  relating to the use, condition
and occupancy of the Leased  Premises.  Lessee will comply with the rules of the
Building  adopted by Lessor  which are set forth on  EXHIBIT C attached  to this
Lease.  Lessor  shall  have the  right at all  times to  change  the  rules  and
regulations of the Building or to amend them in any reasonable  manner as may be
deemed advisable for the safety, care and cleanliness,  and for the preservation
of good order, of the Leased  Premises.  All changes and amendments in the rules
and  regulations of the Building will be sent by Lessor to Lessee in writing and
shall thereafter be carried out and observed by Lessee.

     9.  LESSOR  IMPROVEMENTS:  If  construction  is to be done by Lessor to the
Leased  Premises  prior to Lessee's  occupancy,  Lessor  will,  at its  expense,
*commence and/or complete the construction of the improvements  constituting the
Leased  Premises,  including  partitions,  in accordance with the floor plan set
forth on Exhibit B and the  specifications  agreed to by the  parties and made a
part of this Lease by  reference.  Upon  completion  of the  Building  and other
improvements in accordance with the plans and  specifications,  Lessee agrees to
accept  delivery of the Leased  Premises  and to execute and deliver to Lessor a
letter accepting delivery of the Leased Premises.

     10. ALTERATIONS AND IMPROVEMENTS: Lessee shall not make or allow to be made
any alterations or physical additions in or to the Leased Premises without first
obtaining the written consent of Lessor. Any alterations,  physical additions or
improvements  to the Leased  Premises  made by Lessee  shall at once  become the
property of Lessor and shall be  surrendered  to Lessor upon the  termination of
this Lease.  Lessor,  at its option,  may require  Lessee to remove any physical
additions  and/or repair any alterations in order to restore the premises to the
condition  existing  prior to the time  Lessee  took  possession,  all  costs of
removal and/or alterations to be borne by Lessee. This clause shall not apply to
moveable  equipment or furniture  owned by Lessee which may be removed by Lessee
at the end of the term of this  Lease if  Lessee is not then in  default  and if
such equipment and furniture is not then subject to any other rights,  liens and
interests  of Lessor,  provided  that Lessee  repairs  any damage  caused by the
installation or removal thereof.

     11.  CONDEMNATION:  (a) If, during the term (or any extension
or renewal) of this Lease, all or a substantial part of the Leased




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Premises  are taken for any public or  quasi-public  use under any  governmental
law,  ordinance  or  regulation,  or by right of  eminent  domain or by  private
purchase in lieu thereof,  and the taking would prevent or materially  interfere
with the use of the  Leased  Premises  for the  purpose  for which they are then
being used,  this Lease shall  terminate and the rent shall be abated during the
unexpired  portion of this Lease  effective on the date  physical  possession is
taken  by  the  condemning  authority.   Lessee  shall  have  no  claim  to  the
condemnation award.

     (b) In the event a portion  of the Leased  Premises  shall be taken for any
public or quasi-public use under any governmental law,  ordinance or regulation,
or by right of eminent domain or by private sale in lieu thereof, and this Lease
is not terminated as provided in the subparagraph above, Lessor may, at Lessor's
sole  risk  and  expense,   restore  and  reconstruct  the  Building  and  other
improvements  on the  Leased  Premises  to  the  extent  necessary  to  make  it
reasonably  tenantable.  The rent payable  under this Lease during the unexpired
portion  of the term  shall be  adjusted  to such an  extent  as may be fair and
reasonable  under  the  circumstances.   Lessee  shall  have  no  claim  to  the
condemnation award.

     12.  FIRE AND  CASUALTY:  (a) If the  Leased  Premises  should  be  totally
destroyed by fire,  tornado or other casualty,  or if the Leased Premises should
be so damaged so that  rebuilding  cannot  reasonably  be  completed  within one
hundred and eighty (180) working days after the date of written  notification by
Lessee to Lessor of the  destruction,  this Lease shall  terminate  and the rent
shall be abated for the unexpired portion of the Lease, effective as of the date
of the written  notification.  In no event shall rent be paid by Lessee when the
building  is not in an  acceptable  condition  as it relates  to the  casualties
described in this paragraph.

     (b) If the Leased Premises should be partially damaged by fire,  tornado or
other casualty, and rebuilding or repairs can reasonably be completed within one
hundred and eighty (180) working days from the date of written  notification  by
Lessee to Lessor of the destruction,  this Lease shall not terminate, but Lessor
may at its sole risk and expense proceed with reasonable diligence to rebuild or
repair the Building to  substantially  the condition in which they existed prior
to the damage.  If the Leased  Premises  are to be rebuilt or  repaired  and are
untenantable  in  whole or in part  following  the  damage,  and the  damage  or
destruction was not caused or contributed to by act or negligence of Lessee, its
agents, employees, contractors, customers, invitees or others for whom Lessee is
responsible,  the rent payable  under this Lease during the period for which the
Leased Premises are  untenantable  shall be adjusted to such an extent as may be
fair and reasonable under the  circumstances.  In the event that Lessor fails to
complete the necessary repairs or rebuilding within one hundred and eighty (180)
working days from the date of written terminate this Lease by delivering written
notice of termination to Lessor,  whereupon all rights and obligations under the
Lease shall cease to exist.

     13. CASUALTY  INSURANCE:  Lessor shall at all times during the term of this
Lease  maintain a policy or  policies of  insurance  with the  premiums  paid in
advance, issued by and binding upon some solvent insurance company, insuring the
Building  against  loss or  damage  by  fire,  explosion  or other  hazards  and
contingencies for the full insurable value;  provided,  that Lessor shall not be
obligated in any way or manner to insure any personal property  (including,  but
not limited to, any furniture,  machinery, goods or supplies) of Lessee or which
Lessee may have upon or within the




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Leased  Premises  or any  fixtures  installed  by or paid for by Lessee  upon or
within the Leased  Premises  or any  additional  improvements  which  Lessee may
construct on the Leased  Premises.  Lessee shall at all times during the term of
this Lease  maintain a policy or policies of insurance with the premiums paid in
advance, issued by and binding upon some solvent insurance company, insuring all
of Lessee's  property  at the Leased  Premises  against  loss or damage by fire,
explosion  or other  hazards  and  contingencies  for the full  insurable  value
thereof  and shall  provide  to Lessor at all such times a  certificate  of such
insurance.

     14.  WAIVER  OF  SUBROGATION:  Anything  in  this  Lease  to  the  contrary
notwithstanding,  Lessor and Lessee  hereby  waive and release each other of and
from any and all rights of recovery,  claim, action or cause of action,  against
each other,  their agents,  officers and employees,  for any loss or damage that
may occur to the Leased Premises,  and any additional  improvements thereto, the
Building or other  improvements  on the Land,  or personal  property  (including
contents)  within  the  Building,  by reason of fire or other  causes  which are
covered by standard  extended  coverage hazard insurance  regardless of cause or
origin,  including negligence of Lessor or Lessee and their agents, officers and
employees.  Because this  paragraph  will  preclude the  assignment of any claim
mentioned in it by way as subrogation (or otherwise) to an insurance company (or
any other person),  each party to this Lease agrees  immediately to give to each
insurance  company which has issued to it policies of fire and extended coverage
insurance,  written notice of the terms of the mutual waivers  contained in this
paragraph,  and to have the insurance policies properly endorsed,  if necessary,
to prevent the  invalidation  of the insurance  coverage by reason of the mutual
waivers contained in this paragraph.

     15. HOLD  HARMLESS:  Lessor  shall not be liable to Lessee,  or to Lessee's
agents, employees,  contractors,  customers or invitees for any damage to person
or  property  caused by any act,  omission  or neglect of  Lessee,  its  agents,
employees,  contractors,  customers or invitees,  and Lessee agrees to indemnify
and hold Lessor  harmless  from all  liability  and claims for any such  damage.
Lessee  shall  not be  liable  to  Lessor,  or to  Lessor's  agents,  employees,
contractors,  customers or invitees for any damage to person or property  caused
by any act, omission or neglect of Lessor, its agents,  employees,  contractors,
customers or invitees and Lessor  agrees to indemnify  and hold Lessee  harmless
from all claims for such  damage.  The  provisions  of this  paragraph  shall be
subject to the provisions of paragraph 14.

     16.  LIABILITY INSURANCE, INDEMNITY AND EXCULPATION:

     (a) Lessee must procure and maintain  throughout the term of this Lease and
any extensions or renewals of such term general commercial  liability  insurance
(including blanket contractual liability coverage), which shall cover any claims
for bodily injury,  death and/or property damage  occurring in or resulting from
any occurrence in or about the Leased Premises,  including injury,  death and/or
damage  caused by the  condition  of or any defect in the Leased  Premises.  The
policies evidencing such insurance must be in broad form satisfactory to Lessor,
must name Lessor as an additional insured, must be issued by insurance companies
acceptable to Lessor,  and must afford immediate  protection to the limit of not
less than $1,000,000 per accident.  With respect to each policy  evidencing such
liability insurance,  Lessee shall obtain any available endorsements required by
Lessor.  Lessee shall also deliver the policy or a  certificate  evidencing  the
same to




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Lessor prior to occupying the Leased Premises or commencing the  construction of
any improvements therein, and Lessee shall deliver a certificate of renewal from
the applicable  insurer at least ten days prior to the expiration of the policy.
In addition,  Lessee shall obtain and deliver to Lessor a written  obligation on
the part of each of its  insurance  companies to notify  Lessor at least 10 days
prior to any cancellation of or material change to such insurance.

     (b) Lessee shall indemnify and hold Lessor harmless from all fines,  suits,
costs and liability of every kind,  including without limitation,  attorney fees
and costs in defense of any claim relating thereto,  arising because of: (i) any
violation or nonperformance by Lessee of representation or covenant contained in
this Lease: (ii) any bodily injury, death and/or damage to property occurring in
or resulting from any occurrence in the Leased  Premises during the term of this
Lease;  and (iii) any  bodily  injury,  death  and/or  property  damage  that is
incident  to,  arises out of, or is in any way  caused by the acts or  negligent
omissions of Lessee or any of its agents, employees,  contractors,  customers or
invitees.  The indemnity set out in the preceding  sentence will not be impaired
or affected by  negligence on the part of Lessor or anyone acting for Lessor and
is not limited in any way to the amount of insurance  required by the  preceding
subparagraph (a).

     (c) Lessee  accepts  responsibility  for keeping all personal  property and
equipment in the Leased Premises adequately insured and for maintaining adequate
business  interruption  insurance.  Lessor  will not be  liable to  Lessee,  its
employees,  agents, licensees,  invitees or insurers for bodily injury, death or
property  damage  occasioned by the acts or omissions of any other tenant of the
Building or of other tenants, agents,  employees,  licensees, or invitees within
the  Building.  Further,  Lessor  will not be liable to Lessee for any  property
damage,  bodily injury or  inconvenience  caused by the condition,  maintenance,
repair or alteration of the Building,  or the failure to provide  maintenance or
repairs,  except to the extent  caused by Lessor's  gross  negligence or willful
misconduct.


     17. PEACEFUL  ENJOYMENT:  Lessor warrants that it has full right to execute
and to perform this Lease and to grant the estate demised and that Lessee,  upon
payment of the required rents and performing  the terms,  conditions,  covenants
and agreements  contained in this Lease,  shall peaceably and quietly have, hold
and enjoy the Leased  Premises during the full term of this Lease as well as any
extension or renewal thereof.

     18. LESSOR'S RIGHT OF ENTRY: Lessor shall have the right, at all reasonable
hours,  to enter the Leased  Premises  for the  following  reasons:  inspection;
cleaning or making  repairs,  or  alterations  or  additions  as Lessor may deem
necessary or desirable,  whether to the Leased  premises or to other portions of
the Building;  determining Lessee's use of the Leased Premises or determining if
an act of default under this Lease has occurred;  or showing the Leased Premises
to any existing or prospective mortgagee or purchaser of the Building.

     19.  ASSIGNMENT  OR  SUBLEASE:  Lessor shall have the right to transfer and
assign,  in whole or in part,  its rights and  obligations  in the  Building and
property that are the subject of this Lease.  Lessee shall not assign this lease
or sublet  all or any part of the  Leased  Premises  without  the prior  written
consent




<PAGE>



of Lessor.*  Lessor  shall have the option,  upon receipt from Lessee of written
request for Lessor's  consent to subletting or assignment,  to cancel this Lease
as of the date the requested  subletting  or assignment is to be effective.  The
option  shall be  exercised,  if at all,  within  fifteen  (15)  days  following
Lessor's  receipt of written  notice by delivery to Lessee of written  notice of
Lessor's  intention to exercise the option.  In the event of any  assignment  or
subletting,  Lessee shall nevertheless at all times remain fully responsible and
liable  for the  payment  of the rent and for  compliance  with all of its other
obligations  under the terms,  provisions and covenants of this Lease.  Upon the
occurrence of an "event of default" as defined below,  if all or any part of the
Leased  Premises are then assigned or sublet,  Lessor,  in addition to any other
remedies provided by this Lease or provided by law, may, at its option,  collect
directly  from the  assignee or  subtenant  all rents  becoming due to Lessee by
reason of the assignment or sublease,  and Lessor shall have a security interest
in all  properties on the Leased  Premises to secure  payment of such sums.  Any
collection  directly  by lessor  from the  assignee  or  subtenant  shall not be
construed  to  constitute  a novation  or a release of Lessee  from the  further
performance  of its  obligations  under this Lease.*  Such consent  shall not be
unreasonably withheld.

     20.  LANDLORD'S  LIEN:  In  addition  to and  cumulative  of any  statutory
landlord's  lien  provided  by law, as security  for  Lessee's  payment of rent,
damages and all other payments required to be made by this Lease,  Lessee hereby
grants to Lessor a lien upon all property of Lessee now or subsequently  located
upon the Leased Premises.  If Lessee abandons or vacates any substantial portion
of the Leased  premises or is in default in the payment of any rentals,  damages
or other  payments  required  to be made by this  Lease or is in  default of any
other  provision of this Lease,  Lessor may enter upon the Leased  Premises,  by
changing  locks  if  necessary,  and take  possession  of all or any part of the
personal  property,  and may sell all or any part of the personal  property at a
public or private sale, in one or successive  sales,  with or without notice, to
the highest  bidder for cash,  and, on behalf of Lessee,  sell and convey all or
part of the personal  property to the highest bidder,  delivering to the highest
bidder all of Lessee's title and interest in the personal  property sold to him.
The  proceeds of the sale of the  personal  property  shall be applied by Lessor
toward the reasonable costs and expenses of the sale, including attorney's fees,
and then toward the  payment of all sums then due by Lessee to Lessor  under the
terms of this Lease;  any excess  remaining shall be paid to Lessee or any other
person entitled thereto by law.

     21.  UNIFORM  COMMERCIAL  CODE:  To the extent,  if any,  this Lease grants
Lessor  any  lien or lien  rights  greater  than  provided  by the laws of Texas
pertaining to "Landlord's  Liens",  this Lease is intended as and  constitutes a
security  agreement  within the meaning of the Uniform  Commercial Code of Texas
and, Lessor, in addition to the rights prescribed in this Lease,  shall have all
of the rights,  titles,  liens and interests in and to Lessee's  property now or
hereafter located upon the Leased Premises which are granted a secured party, as
that term is defined,  under the Uniform  Commercial Code in Texas to secure the
payment to lessor of the various amounts provided in this Lease.  Lessee will on
request  execute and deliver to lessor a financing  statement for the purpose of
perfecting  Lessor's  security interest under this Lease or Lessor may file this
Lease or a copy thereof as a financing statement.

     22. MECHANIC'S LIENS: Lessee shall not permit the placing of any mechanic's
liens against the Building, the Land or other




<PAGE>



improvements  on the Land  caused  by or  resulting  from  any  work  performed,
materials  furnished or  obligation  incurred by or at the request of (or at the
request  of)  Tenant.  Nothing in this Lease or in any other  agreement  between
lessor  and Lessee  constitutes  the  consent  or request of Lessor,  express or
implied,  to any  contractor,  subcontractors,  laborer or  materialman  for the
performance  of any labor or the  furnishing  of any  materials for any specific
improvement alteration or repair to the Building, the Land or other improvements
on the Land. Nor does anything  contained  herein or in any other agreement made
by Lessor and Lessee concerning the Leased Premises give Lessee any right, power
or  authority  to contract  for or permit the  rendering  of any services or the
furnishing of any materials that would give rise to the filing of any mechanic's
or other liens against the interest of Lessor in the Building, the Land or other
improvements on the Land. If any lien is filed against the interest of Lessor in
the Building or against the interest of Lessor in the Leased Premises because of
work  performed,  materials  supplied  or an  obligation  incurred  by or at the
request of (or alleged  request of) Lessee,  then Lessee shall cause the same to
be  discharged  of  record  within 20 days  after  filing.  If  Lessee  fails to
discharge  the lien within such period,  then, in addition to any other right or
remedy of Lessor,  Lessor may, but will not be obligated to,  discharge the same
either by paying the amount  claimed to be due or by procuring  the discharge by
deposit in court or bonding.  Any amount paid by Lessor to  discharge  the lien,
and all  reasonable  legal and other  expenses of Lessor,  including  reasonable
attorneys'  fees,  in defending any such action or in procuring the discharge of
the lien shall be repaid by Lessee on demand.

     23.  DEFAULT  BY  LESSEE:  The  following  shall be  deemed to be events of
default by Lessee under this Lease:

          (a) Lessee shall fail to pay when due any  installment  of rent or any
other payment required  pursuant to this Lease.  Lessee shall have ten (10) days
to cure this default after receiving written notice of non-payment from Lessor;

          (b)  Lessee  shall  abandon  any  substantial  portion  of the  Leased
Premises;

          (c) Lessee  shall fail to comply with any term,  provision or covenant
of this  Lease,  other than the  payment of rent,  and the  failure is not cured
within thirty (30) days after written notice to Lessee;

          (d) Lessee shall file a petition or be adjudged  bankrupt or insolvent
under the Federal  Bankruptcy Act, as amended,  or any similar law or statute of
the United States or any state;  or a receiver or trustee shall be appointed for
all or  substantially  all of the  assets  of  Lessee;  or Lessee  shall  make a
transfer in fraud of  creditors or shall make an  assignment  for the benefit of
creditors;

          (e)  Lessee  shall do or permit to be done any act which  results in a
lien being filed against the Leased Premises.

     24.  REMEDIES FOR LESSEE'S  DEFAULT:  Upon the  occurrence  of any event of
default  set forth in this  Lease  Agreement,  Lessor  shall  have the option to
pursue any one or more of the following remedies without any notice or demand:

          (a)  Terminate this Lease, in which event Lessee shall




<PAGE>



immediately  surrender  the Leased  Premises to Lessor,  and, if Lessee fails to
surrender the Leased Premises, Lessor may, without prejudice to any other remedy
which it may have for  possession  or  arrearages  in rent,  enter upon and take
possession of the Leased Premises, by changing locks if necessary, and lock out,
expel or remove Lessee and any other person who may be occupying all or any part
of the Leased  Premises  without being liable for  prosecution  of any claim for
damages.  Upon the  termination of this Lease, in addition to all unpaid rentals
and other monetary  obligations of Lessee to Lessor,  Lessor will be entitled to
recover,  not as rent or a penalty but as compensation  for Lessor's loss of the
benefit of its bargain with Lessee,  the difference  between (i) an amount equal
to the  present  value of the rental  and other  sums that this  Lease  provides
Lessee will pay for the  remainder of the term hereof and for the balance of any
then effective  extension of the term hereof,  and (ii) the present value of the
net future rentals for such period that will be or with reasonable efforts could
be collected by Lessor by reletting the Leased Premises.  The foregoing  present
values will be calculated by discounting at the rate of 8 percent per annum. For
purposes of determining what could be collected by Lessor by reletting under the
preceding sentence, it will be assumed that Lessor is not required to relet when
other  comparable  space in the Building is available  for lease and that Lessor
will not be required to incur any cost to relet,  other than  customary  leasing
commissions.

          (b) Enter upon and take possession of the Leased Premises, by changing
locks if  necessary,  and lock out,  expel or remove Lessee and any other person
who may be occupying all of any part of the Leased Premises without being deemed
guilty of trespass,  without being liable for any claim for damages, and without
causing a termination  of or forfeiture of this Lease or of Lessee's  obligation
to pay rent and other  charges,  and may relet the Leased  Premises on behalf of
Lessee and receive directly the rent by reason of the reletting, but the failure
to so relet shall not reduce  Lessee's  liability for rents and other charges or
for damages. Lessee agrees to pay Lessor on demand any deficiency that may arise
by reason of any  reletting of the Leased  Premises;  further,  Lessee agrees to
reimburse Lessor for any expenditures  made by it for remodeling or repairing in
order to relet the  Leased  Premises.  In  connection  with any such  reletting,
Lessor will not be  obligated to incur any cost to relet,  other than  customary
leasing  commissions,  will not be  obligated  to relet  for less  than the then
market value of the leased  Premises or to relet the leased  Premises when other
comparable  rental space in the Building is available  for lease,  and may relet
the Leased  Premises for a term to expire at the same time as,  earlier than, or
subsequent to, the expiration of the term hereof and/or relet all or any portion
of the Leased Premises as a part of a larger area. Lessee may retain the excess,
if any, of the rent earned from  reletting the Leased  Premises over the rentals
specified in this Lease.

          (c) Enter upon the Leased  Premises,  by changing  locks if necessary,
without being liable for  prosecution of any claim for damages,  and do whatever
Lessee  is  obligated  to do under  the terms of this  Lease.  Lessee  agrees to
reimburse  Lessor on demand for any expenses which Lessor may incur in effecting
compliance with Lessee's  obligations under this Lease;  further,  Lessee agrees
that  Lessor  shall not be  liable  for any  damages  resulting  to Lessee  from
effecting compliance with Lessee's obligations under this subparagraph caused by
the negligence of Lessor or otherwise.

          (d)  After an event of default by Lessee, Lessor may




<PAGE>



recover  from  Lessee  from time to time and  Lessee  shall  pay to Lessor  upon
demand,  whether or not Lessor has relet the Leased  Premises or terminated this
Lease,  (i) such  expenses as Lessor may incur in  recovering  possession of the
Leased  Premises,  terminating  this Lease,  placing the Leased Premises in good
order and condition and altering or repairing the same for  reletting;  (ii) all
other costs and expenses (including  brokerage  commissions and legal fees) paid
or  incurred by Lessor in  exercising  any remedy or as a result of the event of
default by Lessee; and (iii) any other amount necessary to compensate Lessor for
all the detriment  proximately  caused by Lessee's  failure to perform  Lessee's
obligations  under this Lease or which in the ordinary course of things would be
likely to result from such failure.

          (e) To the extent  permitted  by law,  Lessee  and  Lessor  agree that
paragraphs  (a), (b), (c), (e) and (g) of Section  93.002 of the Texas  Property
Code shall not apply to this Lease. However, as provided in Section 93.002(d) of
the Texas  Property  Code,  Lessee will be presumed to have abandoned the Leased
Premises if goods, equipment, or other property, in an amount substantial enough
to indicate a probable  intent to abandon the Leased  Premises,  is being or has
been removed  from the Leased  Premises and the removal is not within the normal
course of Lessee's business.

     25.  WAIVER OF DEFAULT OR REMEDY:  Failure of Lessor to declare an event of
default  immediately  upon its  occurrence  or delay in  taking  any  action  in
connection  with an  event of  default  shall  not  constitute  a waiver  of the
default,  but Lessor shall have the right to declare the default at any time and
take such action as is lawful or authorized under this Lease. Pursuit of any one
or more of the  remedies  set forth in the above  paragraph  shall not  preclude
pursuit of any other of the remedies set forth in the above paragraph and/or any
one or more of the other remedies  provided  elsewhere in this Lease or provided
by law, nor shall  pursuit of any remedy  provided  constitute  a forfeiture  or
waiver of any rent or damages  accruing to Lessor by reason of the  violation of
any of the terms,  provisions  or covenants of this Lease.  Failure by Lessor to
enforce one or more of the remedies  provided upon an event of default shall not
be deemed or  construed  to  constitute  a waiver of the default or of any other
violation or breach of any of the terms,  provisions and covenants  contained in
this Lease.

     26. ACTS OF GOD:  Lessor  shall not be required to perform any  covenant or
obligation  in this  Lease,  or be liable in damages  to Lessee,  so long as the
performance or non-performance of the covenant or obligation is delayed,  caused
by or prevented by an act of God or force majeure.

     27. ATTORNEYS' FEES: In the event Lessee defaults in the performance of any
of the terms,  covenants,  agreements or conditions  contained in this Lease and
Lessor places in the hands of an attorney the  enforcement of all or any part of
this  Lease,  the  collection  of any rent or other sums due or to become due or
recovery of the possession of the Leased  Premises,  Lessee agrees to pay Lessor
reasonable  attorneys'  fees for the services of the  attorney,  whether suit is
actually  filed or not.  In no event  shall  the  attorneys'  fees be less  than
fifteen percent of the outstanding balance owed by Lessee to Lessor.

     28.  HOLDING  OVER:  In the  event of  holding  over by  Lessee  after  the
expiration or termination of this Lease or any extension  thereof,  the holdover
shall be as a tenant at will and all of the




<PAGE>



terms and  provisions  of this Lease shall be  applicable  during  that  period,
except that Lessee shall pay Lessor as rental for the period of such holdover an
amount  equal to one and A Quarter  the rent which  would  have been  payable by
Lessee had the holdover  period been a part of the original or extended  term of
this  Lease.  Additionally,  Lessee  shall be liable to Lessor  for any  damages
caused to Lessor by such  holdover.  Lessee  agrees to vacate  and  deliver  the
Leased Premises to Lessor upon Lessee's receipt of notice from Lessor on demand.
No holding  over by Lessee,  whether  with or without  consent of Lessor,  shall
operate to extend this Lease except as otherwise expressly provided.

     29. RIGHTS OF MORTGAGEE:  Lessee accepts this Lease subject and subordinate
to any recorded  mortgage,  deed of trust or other lien presently  existing upon
the Leased  Premises.  Lessee  further  agrees  that this  Lease is subject  and
subordinate to any mortgage, deed of trust or other lien hereafter placed on the
Leased Premises,  and, although this provision is self-operative,  Lessee agrees
upon demand to execute additional instruments subordinating this Lease as Lessor
may require. If the interests of Lessor under this Lease shall be transferred by
reason of foreclosure or other proceedings for enforcement of any mortgage, deed
of trust or other  lien on the  Leased  Premises,  Lessee  shall be bound to the
transferee  (sometimes  called the "Purchaser")  under the terms,  covenants and
conditions  of this  Lease  for  the  balance  of the  term  remaining,  and any
extensions or renewals,  with the same force and effect as if the Purchaser were
Lessor under this Lease,  and Lessee agrees to attorn to and upon the request of
the Purchaser  including the mortgagee or beneficiary under any such mortgage or
deed of  trust if it be the  Purchaser,  as its  lessor,  the  attornment  to be
effective and  self-operative  without the execution of any further  instruments
upon the  Purchaser  succeeding  to the  interest of Lessor under this Lease and
requiring such attornment.  The respective  rights and obligations of Lessee and
the Purchaser upon the attornment,  to the extent of the then remaining  balance
of the term of this Lease, and any extensions and renewals, shall be and are the
same as those set forth in this Lease.  Notwithstanding  that such attornment is
self-operative, Lessee agrees to execute such further agreements in confirmation
thereof  as shall  be  reasonably  requested  by  Lessor  or such  mortgagee  or
beneficiary,  and Lessee further agrees to include in such agreements such other
provisions  as may be  reasonably  requested  by  Lessor  or such  mortgagee  or
beneficiary,  including without limitation  provisions for notice of default and
opportunity to cure to such mortgagee or beneficiary  and the  non-liability  of
such mortgagee or beneficiary for claims against the Lessor.

     30. ESTOPPEL CERTIFICATES:  Lessee agrees to furnish promptly, from time to
time, upon request of Lessor or Lessor's mortgagee or beneficiary or prospective
mortgagee or beneficiary or prospective  purchaser, a statement certifying that:
Lessee  is in  possession  of the  Leased  Premises:  the  Leased  Premises  are
acceptable;  the Lease is in full  force and  effect,  the Lease is  unmodified;
Lessee claims no present charge, lien, or claim of offset against rent; the rent
is paid  for the  current  month,  but is not paid and will not be paid for more
than one month in advance; there is no existing default by reason of some act or
omission  by Lessor;  and such other  matters as may be  reasonably  required by
Lessor or Lessor's mortgagee or beneficiary.

     31.  SUCCESSORS:  This Lease shall be binding upon and inure to the benefit
of Lessor and  Lessee  and their  respective  heirs,  personal  representatives,
successors and assigns, and references




<PAGE>



herein to  "Lessor"  or  "Lessee"  shall  include  all of such  heirs,  personal
representatives,  successors and assigns,  but the foregoing does not detract in
any way from the provisions of Paragraph 19 hereof.  It is hereby covenanted and
agreed that should  Lessor's  interest in the Leased Premises cease to exist for
any reason during the term of the Lease, then  notwithstanding  the happening of
such event this Lease nevertheless shall remain unimpaired and in full force and
effect  and  Lessee  hereunder  agrees to attorn to the then owner of the Leased
Premises.

     32. RENT TAX: If applicable in the  jurisdiction  where the Leased Premises
are situated, Lessee shall pay and be liable for all rental, sales and use taxes
or other similar taxes, if any, levied or imposed by any city, state,  county or
other governmental body having authority, such payments to be in addition to all
other  payments  required to be paid to Lessor by Lessee under the terms of this
Lease. Any such payment shall be paid  concurrently with the payment of the rent
upon which the tax is based as set forth above.

     33. NOTICE:  (a) all rent and other payments  required to be made by Lessee
shall be payable to Lessor at the address set forth below,  or any other address
Lessor may specify from time to time by written notice delivered to Lessee.

     (b) All  payments  required to be made by Lessor to Lessee shall be payable
to Lessee at the address set forth  below,  or at any other  address  within the
United States as Lessee may specify from time to time by written notice.

     (c) Any notice or document  required or  permitted  to be delivered by this
Lease shall be deemed to be delivered  (whether or not actually  required)  when
deposited in the United States Mail,  postage  prepaid,  certified mail,  return
receipt requested,  addressed to the parties at the respective addresses set out
below:

LESSOR:                            LESSEE:

Ameritas Life Insurance Corp.      Matrix Telecom, Inc.
c/o The Centra Group, L.L.C.       8721 Airport Freeway
1901 Central Drive, Suite 212      North Richland Hills, TX 76180
Bedford, TX  76021

     34.  DEFINITIONS:  These  definitions  apply to the terms  defined as those
terms are used throughout this Lease.

          (a) "Abandon"  means the vacating of all or a  substantial  portion of
the Leased Premises by Lessee, whether or not Lessee is in default of the rental
payments due under this Lease.
          (b) An "act of God" or "force  majeure"  is defined for the purpose of
this Lease as strikes,  lockouts,  sit-downs,  material or labor restrictions by
any governmental authority,  riots, floods, washouts,  explosions,  earthquakes,
fire, storms, acts of the public enemy, wars,  insurrections and any other cause
not  reasonably  within the  control of Lessor and which by the  exercise of due
diligence Lessor is unable, wholly or in part, to prevent or overcome.

          (c) The Commencement  Date shall be the date set forth in paragraph 2.
The Commencement  Date shall constitute the commencement of this Lease Agreement
for all purposes, whether or not Lessee has actually taken possession.

          (d) The Completion Date shall be the date on which the




<PAGE>



improvements  erected and to be erected upon the Leased Premises shall have been
completed in accordance with the plans and specifications described in paragraph
9. Lessor  shall use its best efforts to establish  the  Completion  Date as the
date set forth in  paragraph 2. In the event that the  improvements  have not in
fact been  completed as of that date,  Lessee shall notify  Lessor in writing of
its objections. Lessor shall have a reasonable time after delivery of the notice
in which to take such  corrective  action as may be necessary,  and shall notify
Lessee in writing as soon as it deems such corrective  action has been completed
so that the  improvements  are  completed  and  ready for  occupancy.  Taking of
possession  by  Lessee  shall  be  conclusively  deemed  to  establish  that the
improvements  have been  completed and that the Leased  Premises are in good and
satisfactory condition, as of the date possession was so taken by Lessee, except
for latent defects, if any.

          (e) "Real  property  tax" means all city,  state and county  taxes and
assessments including special district taxes or assessments.

          (f) The captions appearing in this Lease are inserted only as a matter
of convenience  and in no way define,  limit,  construe or describe the scope or
intent of such paragraph.

     35.  LIMITED  LIABILITY OF LESSOR:  All liability of Lessor for damages for
breach of any covenant,  duty or obligation of Lessor hereunder may be satisfied
only out of the interest of Lessor in the Building existing at the time any such
liability if adjudicated in a proceeding as to which judgment  adjudicating such
liability is non-appealable  and not subject to further review. In no event will
Lessee be entitled to  execution  under any  judgment  against any assets of the
Lessor,  or any  partners,  shareholders,  policyholders,  or other  persons  or
entities  having an interest in the Lessor,  except as to their  interest in the
Building as set forth above, and no deficiency judgment or money judgment of any
kind shall be sought or entered  against  Lessor,  Lessee  agreeing  that Lessor
shall have no personal liability hereunder.  All obligations of Lessor hereunder
will be construed as covenants, not conditions.

     36. SEVERABILITY: A determination that any term or provision of this Lease,
or the  application  thereof  to any  person  or  circumstance,  is  invalid  or
unenforceable,  shall not affect the remainder of this Lease or the  application
of such term or  provision  to persons or  circumstances  other than those as to
which it is invalid or unenforceable.

     37.  BROKERAGE FEES INCURRED BY LESSEE:  Lessee  represents and agrees that
Lessor will not be responsible for and Lessee shall  indemnify,  defend and hold
Lessor  harmless  against,  any brokerage or leasing  commission or finder's fee
claimed by any party in connection  with this Lease,  except any such claim made
pursuant to a separate written agreement executed by Lessor and the party making
such claim.

     38. JOINT AND SEVERAL LIABILITY: If Lessee consists of more than one person
or entity at any time,  all such persons or entities  are jointly and  severally
liable hereunder for the obligations of Lessee.

     39.  TIME IS OF THE  ESSENCE:  Time is of the essence  with  respect to the
performance by Lessee of all of its obligations under this Lease.





<PAGE>



     40.  RECORDATION:  Lessee agrees not to record this Lease or any memorandum
of this Lease without Lessor's consent.

     41. ENTIRE  AGREEMENT AND LIMITATION OF WARRANTIES:  It is expressly agreed
by Lessee,  as a material  consideration  for the execution of this Lease,  that
this Lease, with the specific reference to written extrinsic  documents,  is the
entire  agreement  of the  parties  and that  there  are,  and  were,  no verbal
representations,   warranties,   understandings,   stipulations,  agreements  or
promises  pertaining to this Lease or the expressly  mentioned written extrinsic
documents  not  incorporated  in writing in this Lease.  Any  representation  of
Lessor's  agents  which is not  incorporated  in this Lease shall not be binding
upon  Lessor  and  should be  considered  as  unauthorized.  Lessor  and  Lessee
expressly  agree  that  there  are  and  shall  be  no  implied   warranties  of
merchantability,  fitness or of any other kind arising out of this Lease.  It is
likewise agreed that this Lease may not be altered,  waived, amended or extended
except by an instrument in writing signed by both Lessor and Lessee.

     42.  OTHER PROVISIONS:

          1) Exhibits A, B and C are attached hereto and made a part hereof.

          2) This Lease Agreement is subject to Lessor's  approval and will be a
valid Lease Agreement only when signed by the Lessor.

          3)  Lessor  will  enter  into a  license  agreement  with  Lessee  for
additional  parking  not to exceed  fifty (50)  spaces at 8713  Airport  Freeway
Property (Northstar II). Lessee agrees to utilize the additional parking only on
an "as needed" basis. The license agreement will be subject to cancellation with
forty-five  (45) days written notice from Lessor to Lessee if Owner of Northstar
II (8713  Airport  Freeway)  sells or otherwise  transfers  the property at 8713
Airport Freeway to another owner. This license agreement will also be subject to
cancellation  with  forty-five (45) days written notice from Lessor to Lessee if
Owner of 8713 Airport Freeway  Property  decides in its sole discretion that the
above-mentioned  fifty (50) spaces are needed for any existing or future  Tenant
of the 8713 Airport Freeway Property.

          4) Lessor agrees to give Lessee one (1) five year option to renew this
Lease  Agreement  at the  then  existing  market  rate.  This  renewal  will  be
negotiated  one hundred eighty (180) days prior to the expiration of the primary
term.

          5) Lessor will use its best  efforts to make Lessee aware of any space
in excess of 5,000  rentable  square  feet  which  comes  available  at the 8713
Airport Freeway Property as long as Lessor retains an ownership position at 8713
Airport Freeway Property during the term of this Lease Agreement.


LESSOR:                            LESSEE:

AMERITAS LIFE INSURANCE CORP.      MATRIX TELECOM, INC.


By /s/ JOHN B. WEISBERG            By /s/ CHARLES G. TAYLOR, JR.






<PAGE>



                       LEASE MODIFICATION AGREEMENT

THIS LEASE MODIFICATION is made this 2nd day of March 1995, by and
between American Life Insurance Corp. herein called "Lessor" and
Matrix Telecom, Inc. herein called "Lessee".

                                 RECITALS

WHEREAS,  by a lease dated February 28, 1995 Ameritas Life  Insurance  Corp. did
lease to Lessee 24,050  rentable square feet on the First and Second floor(s) in
that certain office building known as Northstar Plaza I, located at 8721 Airport
Freeway, Fort Worth, Texas. Said space consists of approximately 24,050 rentable
square  feet,  is shown in Exhibit "A"  attached  to said  lease,  and is herein
called the "premises".

     WHEREAS, the term of such lease is scheduled to expire on June
     20, 2000 and

     WHEREAS, the parties desire to make certain changes to said lease.

                                 AGREEMENT

NOW,  THEREFORE,  in consideration  of mutual covenants  contained herein and in
said lease, the parties hereto agree as follows:

          1. Exhibit B. The last  paragraph  of Exhibit "B" which reads  "Lessee
     will have the right to cancel  this  Lease  Agreement  if the City of North
     Richland  Hills  requires a fire  sprinkler  system to be  installed in the
     building during their plan review and prior to their issuance of a building
     permit.  This  right to  cancel  will not be  available  to  Lessee  once a
     building permit is issued and a contract for  construction is signed.",  is
     hereby deleted in its entirety.

          If  Lessee  is  a  division  or  subsidiary  of  a  corporation,  each
individual  executing  this  Agreement on behalf of the  division or  subsidiary
represents and warrants that he or she is duly authorized to execute and deliver
this  Agreement on behalf of the division or  subsidiary,  in accordance  with a
duly adopted  resolution  of the Board of  Directors or the parent  corporation,
that this  Agreement  is  binding  upon the parent  corporation  (as well as the
division or subsidiary) in accordance with its terms,  and that said division or
subsidiary  shall,  within thirty (30) days after request by Lessor,  deliver to
Lessor a certified  copy of a resolution of the Board of Directors of the parent
corporation authorizing or ratifying the execution of this Agreement.

     If Lessee is a  partnership,  each  individual  executing this Agreement on
behalf  of  said  partnership  represents  and  warrants  that he or she is duly
authorized to sign and deliver this Agreement on behalf of said  partnership and
that this  Agreement is binding upon said  partnership  in  accordance  with its
terms.

     2.   Miscellaneous:

          a. The provisions of this Lease Modification Agreement shall remain in
full force and effect for the duration of the said lease.

          b.   Except as otherwise set forth herein, all of the
terms and conditions of said lease shall remain in full force and




<PAGE>



effect,  and shall remain  fully  applicable  to the  premises,  throughout  the
duration of said lease.  Said lease, as amended  herein,  constitutes the entire
agreement between the parties hereto, and no further  modification of said lease
shall be binding  unless  evidenced by an agreement in writing  signed by Lessor
and Lessee.

          c. The captions and paragraph  numbers appearing in this Agreement are
inserted only as a matter of convenience and in no way define, limit,  construe,
affect or describe the scope or intent of the provisions in this Agreement.

IN WITNESS  WHEREOF,  Lessor and Lessee have  executed  this Lease  Modification
Agreement as of the day first above written.






<PAGE>



Ameritas Life Insurance Corp.
LESSOR


By:  /s/ JOHN B. WEISBERG


Matrix Telecom, Inc.
LESSEE


By: /s/ CHARLES G. TAYLOR, JR.

DATE: 3/3/95





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