EXHIBIT 10.1








                          GRANITE TOWERS AT SUGAR CREEK

                            13135 South Dairy Ashford

                              Sugar Land, TX 77478

                                  OFFICE LEASE

                                     Between

                            G.P.I. Development, LTD.

                                    Landlord,

                                       and

                                IVG CORPORATION,
                                ----------------
                              A FLORIDA CORPORATION
                              ---------------------

                                     Tenant


                              Dated: October , 2000

<PAGE>

                                TABLE OF CONTENTS



ARTICLE 1  GENERAL PROVISIONS..................................................4

   1.01.      Introduction Provisions and Definitions..........................4

ARTICLE 2   PREMISES...........................................................5

    2.01.     Premises.........................................................5
    2.02.     Improvements by Landlord.........................................5
    2.03.     Condition........................................................5

ARTICLE 3   TERMS..............................................................5

    3.01.     Term.............................................................5
    3.02.     Commencement.....................................................5
    3.03.     Late Possession..................................................5
    3.04.     Early Possession.................................................5
    3.05.     Certificate of Commencement Date and Expiration Date.............5

ARTICLE 4   RENTAL.............................................................5

    4.01.     Base Rent........................................................5
    4.02.     Payment of Rent..................................................5

ARTICLE 5   OPERATING EXPENSE..................................................6

    5.01.     Operating Expense Reimbursement..................................6
    5.02.     Operating Expenses...............................................6
    5.03.     Proration and Adjustment of Operating Expenses...................7

ARTICLE 6   USE................................................................7

    6.01.     Use..............................................................7

ARTICLE 7   LANDLORD'S SERVICES................................................7

    7.01.     Landlord's Services..............................................7
    7.02.     Additional Service Cost..........................................8
    7.03.     Interruption of Services.........................................8
    7.04.     Keys and Locks...................................................8
    7.05.     Signs............................................................9

ARTICLE 8   ALTERATIONS AND REPAIRS............................................9

    8.01.     Alterations......................................................9
    8.02.     Removal of Trade Fixtures and Personal Property..................9
    8.03.     Repairs by Landlord..............................................9
    8.04.     Repairs by Tenant...............................................10

ARTICLE 9   INSURANCE.........................................................10

    9.01.     Landlord's Insurance............................................10
    9.02.     Tenant's Insurance..............................................10
    9.03.     Waiver of Subrogation...........................................10
    9.04.     Waiver of Liability and Indemnity...............................11

ARTICLE 10 CASUALTY...........................................................11

  10.01.     Casualty.........................................................11
  10.02.     End of Term Casualty.............................................11

ARTICLE 11 CONDEMNATION.......................................................11

  11.01.     Condemnation.....................................................11

ARTICLE 12 ENTRY..............................................................12

  12.01.     Entry............................................................12

<PAGE>

ARTICLE 13 SUBORDINATIONS AND ATTORNMENT......................................12

  13.01.     Subordination....................................................12
  13.02.     Attornment.......................................................12
  13.03.     Quiet Enjoyment..................................................12

ARTICLE 14 ASSIGNMENT.........................................................12

  14.01.     Assignment.......................................................12
  14.02.     Consent..........................................................12
  14.03.     Transfer by Landlord.............................................13

ARTICLE 15 DEFAULT............................................................13

  15.01.     Default by Tenant................................................13
  15.02.     Rights Upon Default by Tenant....................................13
  15.03.     Expense of Repossession..........................................14
  15.04.     Cumulative Remedies: Waiver or Release...........................14
  15.05.     Attorney's Fees..................................................15
  15.06.     Financial Statements.............................................15
  15.07.     Landlord's Contractual Security Interest.........................15
  15.08.     Use and Storage of Personal Property.............................15
  15.09.     Default by Landlord..............................................15

ARTICLE 16 ENVIRONMENTAL......................................................15

  16.01.     Hazardous Waste..................................................15

ARTICLE 17 MISCELLANEOUS......................................................15

  17.01.    Substitute Premises...............................................16
  17.02.    Estoppel Letters..................................................16
  17.03.    Holdover..........................................................16
  17.04.    Surrender.........................................................16
  17.05.    Notice............................................................16
  17.06.    Rules and Regulations.............................................16
  17.07     Landlord's Liability..............................................16
  17.08     Texas DTPA Waiver.................................................16
  17.09.    Americans with Disabilities Act...................................16
  17.10.    Inability to Perform..............................................17
  17.11.    Tenant Authorization..............................................17
  17.12.    Broker............................................................17
  17.13.    Memorandum of Lease...............................................17
  17.14.    Parking...........................................................17
  17.15.    Other Taxes.......................................................17
  17.16.    Joint and Several Liability.......................................17
  17.17.    Acceptance by Landlord............................................17
  17.18.    Time of Essence...................................................17
  17.19.    Entire Agreement..................................................17
  17.20.    Amendment.........................................................17
  17.21.    Severability......................................................17
  17.22.    Successors........................................................18
  17.23.    Captions..........................................................18
  17.24.    Number and Gender.................................................18
  17.25.    Governing Law.....................................................18
  17.26.    Rights Reserved to Landlord.......................................18
  17.27.    Visible Areas Clause..............................................19
  17.28.    No Presumption Against Drafter....................................19
  17.29.    Examination of Lease..............................................19
  17.30.    Defined Terms and Marginal Headings...............................19
  17.31.    No Representations................................................19
  17.32.    No Light, Air or View Easement....................................19
  17.33.    Survival of Indemnities...........................................19

<PAGE>

                                    EXHIBITS



Exhibit "A" - Floor Plan......................................................22


Exhibit "B" - Legal Description...............................................23


Exhibit "C" - Rules and Regulations...........................................24


Exhibit "D" - Leasehold Improvements..........................................26


Exhibit "E" - Acceptance of Premises Memorandum...............................28


Exhibit "F" - Parking.........................................................29


Exhibit "G" - Letter of Credit................................................30


Exhibit "H" - Renewal Option..................................................32

<PAGE>

                                      LEASE


         THIS LEASE ("Lease") is entered into as of the day of October 2000 , by
and between G.P.I. Development, Ltd. ("Landlord"), and IVG Corporation, a
Florida Corporation ("Tenant").

         W I T N E S S E T H:

                                    ARTICLE 1
                                    ---------

         1.01. INTRODUCTORY PROVISIONS AND DEFINITIONS. The Lease provisions and
definitions set forth in this Section 1.01 in summary form are solely to
facilitate convenient reference by the parties. If there is any conflict between
this Section and any other provisions of this Lease, the latter shall control.

         (a) Addresses for notices
              due under this Lease
              (See Article 17)

              Landlord's Name
              and Address:              GPI Development, Ltd.
                                        13135 Dairy Ashford, Suite 500
                                        Sugar Land, Texas  77478
                                        Fax: 713/784-4141
                                        Attn: Mr. Douglas Elliott

                                        Prior To Commencement Date:
            Tenant's Name and           IVG Corp
             Address:                   9307 West Sam Houston Parkway, Suite 100
                                                 Houston, TX 77099
                                        Fax: 713/771-7536
                                        Attn: Dlorian Landers

                                        After Commencement Date:

                                        13135 South Dairy Ashford
                                        Sugar Land, TX  77478
                                        FAX:713/771-7536
                                        Attn: Elorian Landers

         (b) Building:                  Granite Towers at Sugar Creek
                                        13135 South Dairy Ashford
                                        Sugar Land, TX  77478
                                        containing approximately 204,188 square
                                        feet of total rentable area

         (c) Premises:                  Approximately  4,994  square  feet of
                                        rentable  area on the fifth (5th) Floor
                                        of the  Building, designated as Suite
                                        No. 525  (See Exhibit "A")

          (d)Parking:                   0 Surface spaces @ $0.00 per month each
                                        (See Exhibit "F") 11 Unreserved spaces @
                                        $25.00 per month each, as needed (See
                                        Exhibit "F") 4 Reserved spaces @ $50.00
                                        per month each, as needed (See Exhibit
                                        "F")

         (e) Permitted Use:             General Office Use(per Article 6 herein)

         (f) Primary Term:              Five (5) years (See Article 3)

         (g) Commencement Date:         December 1, 2000 (See Article 3)

         (h) Expiration Date:           November 30, 2005 (See Article 3)

         (i) Tenant's Pro Rata
             Share:                     2.45% (See Article 5)

<PAGE>
<TABLE>
<CAPTION>
                                                             Rate per Square
                                          Rental            foot of         Base Annual     Base Monthly
         (j) Base Rent:                   Period         Rentable area         Rent             Rent
                                          ------         -------------         ----             ----
             <S>                        <C>                  <C>            <C>               <C>
                                        Months 1-60          $24.00         $119,856.00       $9,988.00
</TABLE>

         (k) Base Operating
             Expense Stop:              $7.50 per square foot of net rentable
                                        area per year (See Article 5)

         (n) Tenant's Broker:           The Thomas Bearden Company (such broker
                                        is represented by Jack Belt ) (See
                                        Exhibit "H")

         (o) Address for Payment of
                Base Rent:
               (See Article 4)          GPI Development, Ltd.
                                                             -
                                        P.O. Box 201023
                                        Houston, TX  77216-1023


                                    ARTICLE 2
                                    ---------

         2.01. PREMISES. In consideration of the obligation of Tenant to pay
rent as herein provided and in consideration of the other terms, covenants and
conditions hereof, Landlord hereby does lease, let and demise unto Tenant, and
Tenant hereby does lease and rent from Landlord, upon and subject to the
provisions of this Lease, rentable area which is hereby stipulated and for all
purposes hereof agreed to be as stated in 1.01(c) above and as reflected on the
floor plan(s) attached hereto as Exhibit "A" and incorporated herein for all
purposes (such space so leased to Tenant is herein called the "Premises")
located in the Building as set forth in Article 1.01(b) and situated on the
tract of "Land" described in Exhibit "B" attached hereto and incorporated herein
for all purposes (the Building, the Land, and the parking area and garage being
hereinafter collectively referred to as the "Project"), TO HAVE AND TO HOLD said
Premises for the Term, subject to the provisions of this Lease.

         2.02. IMPROVEMENTS BY LANDLORD Before the Commencement Date and subject
to delays caused by Tenant, Tenant's agents or contractors, Landlord shall
substantially complete Tenant's Improvements (as defined in Exhibit "D" attached
hereto) to be constructed or installed by Landlord pursuant to Exhibit "D"
attached hereto and incorporated herein for all purposes. All installations now
or hereafter placed on the Premises in excess of Building Standard items as
determined by Landlord and as set forth in Exhibit "D" shall be for Tenant's
account and at Tenant's cost (and Tenant shall pay ad valorem taxes and
increased insurance thereon), which costs shall be payable by Tenant to Landlord
as additional rent hereunder promptly upon being invoiced therefor, and failure
by Tenant to pay same in full within thirty (30) days shall constitute an event
of default by Tenant hereunder giving rise to all remedies available to Landlord
under this Lease and at law for non-payment of rent.

         2.03. CONDITION OF PREMISES Tenant has inspected the Premises and the
common areas of the Building and the parking facilities, is familiar with their
condition and accepts same in their present "AS-IS" condition. Tenant
acknowledges that Landlord is not obligated to do any further construction or
make any additional improvements, except as provided in Section 2.02 and Exhibit
"D" hereof. The taking of possession of the Premises by Tenant shall be deemed
to conclusively establish that the Premises have been accepted and are in good
and satisfactory condition, except for minor "punch list" items agreed to in
writing by Landlord and Tenant, which Landlord will promptly remedy. Tenant
hereby waives any and all warranties, express or implied, as to the Premises,
including, without limitation, the implied warranty of suitability of the
Premises for Tenant's intended use.


                                    ARTICLE 3
                                    ---------

         3.01. TERM. Subject to the other provisions hereof, this Lease shall be
and continue in full force and effect for the Primary Term as set forth in
Section 1.01(f) and commencing on the Commencement Date set forth in Section
1.01(g) and expiring on the Expiration Date set forth in Section 1.01(h). Such
term, as it may be extended or modified only by written agreement of the parties
or pursuant to an express provision of this Lease, is herein called the " Term".

         3.02. COMMENCEMENT. Subject to Section 3.03 hereof, if on the
Commencement Date any of the work described in Exhibit "D" hereto that is
required to be performed by Landlord at Landlord's expense has not been
substantially completed, or if Landlord is unable to tender possession of the
Premises to Tenant on the Commencement Date due to any reason beyond the
reasonable control of Landlord, then the Commencement Date shall be postponed
until such work is substantially completed, the Expiration Date shall be
extended so that the Term shall continue for the full number of months set forth
in Section 3.01 and Landlord shall not be liable for any claims or damages in
connection with such failure to complete construction or tender possession. In
the event the Commencement Date is a date other than the first day of a calendar
month, the term of this Lease shall extend to the last day of the last calendar
month during which this Lease is in effect.

<PAGE>

         3.03. LATE POSSESSION. No delay in the completion of the Premises
resulting from delay or failure on the part of Tenant, Tenant's agents, or
contractors in furnishing information, work or other matters required in Exhibit
"D" shall delay the Commencement Date, the Expiration Date or the commencement
of installments of Rent.

         3.04. 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 of the provisions of this Lease, and the Term and the payment
of all Rent shall commence, with respect to all or such part of the Premises as
are so occupied by Tenant, on the date of such entry, and the total amount of
all Rent due hereunder shall be increased accordingly, provided that no such
early entry shall operate to change the Expiration Date provided for herein.

         3.05 ACCEPTANCE OF PREMISES MEMORANDUM. Upon Substantial Completion (as
defined in Exhibit "D") of Tenant's Improvements, Landlord and Tenant shall
execute the Acceptance of Premises Memorandum attached hereto as Exhibit "E". If
Tenant occupies the Premises without executing an Acceptance of Premises
Memorandum, Tenant shall be deemed to have accepted the Premises for all
purposes and Substantial Completion shall be deemed to have occurred on the
earlier to occur of (i) actual occupancy or (ii) the Commencement Date.


                                    ARTICLE 4
                                    ---------

         4.01. BASE RENT. Tenant, in consideration for this Lease and the
leasing of the Premises for the Term, agrees to pay to Landlord as rent Base
Rent in such amounts as set forth in Section 1.01(j) (subject to adjustments as
provided for herein). Base Rent is payable in advance and without demand, on the
first day of each calendar month during the Term. If the Commencement Date is
other than the first day of a month, Tenant shall be required to pay only a pro
rata portion of the monthly installment of Base Rent for such partial month.

         4.02. PAYMENT OF RENT. As used in this Lease, "Rent" shall mean the
Base Rent, the Operating Expense reimbursements pursuant to Section 5.01, the
Parking Rent pursuant to Section 17.14 hereof, and all other monetary
obligations provided for in this Lease to be paid by Tenant, all of which shall
constitute rental in consideration for this Lease and the leasing of the
Premises. Without invoice or other notice from Landlord, Tenant shall send Base
Rent and other sums due hereunder in legal tender of the United States of
America to Landlord at the address set forth in Section 1.01(o) or to such other
person or at such other address as Landlord may from time to time designate in
writing. The Rent shall be paid without notice, demand, abatement, deduction, or
offset except as may be expressly set forth in this Lease. Upon execution of
this Lease, Tenant shall pay to Landlord an amount equal to one months rent as
described in Section 1.01(l) and any such amount shall be applied to this first
month's rent due hereunder.

         Landlord shall, at its option, have the right to collect from Tenant,
ten cents ($.10) for each dollar ($1.00) of each installment of Rent which is
not received within five (5) days of its due date for any reason whatsoever and
Tenant agrees to pay such amount immediately on demand as liquidated damages to
cover the additional costs of collecting and processing such late payments.
Tenant acknowledges that the late payment by Tenant to Landlord of Rent due
hereunder will cause Landlord to incur costs not contemplated by this Lease, the
exact amount of which will be extremely difficult to ascertain. Such costs
include, but are not limited to, processing and accounting charges, and such
late charges represent a fair and reasonable estimate of the cost that Landlord
will incur by reason of the late payment by Tenant. If such failure to pay Rent
continues beyond a five (5) day period, any and all due and unpaid Rent shall
bear interest at the lesser of (i) eighteen percent (18%) per annum, or (ii) the
maximum non-usurious rate allowed by applicable law (the "Default Interest
Rate"), from the date such Rent became due until the date such Rent is received
by Landlord. Such interest shall be immediately due and payable as additional
Rent hereunder. The collection of such late charge and/or such interest by
Landlord shall be in addition to and cumulative of any and all other remedies
available to Landlord.

         It is the intention of Landlord and Tenant to conform to all applicable
laws concerning the contracting for, charging and receiving of interest. In the
event that any payments of interest required under this Lease are ever found to
exceed any applicable limits, Landlord shall credit the amount of any such
excess paid by Tenant against any amount owing under this Lease or if all
amounts owning under this Lease have been paid, Landlord shall refund to Tenant
the amount of such excess paid by Tenant. Landlord and Tenant agree that
Landlord shall not be subject to any applicable penalties in connection with any
such excess interest, it being agreed that any such excess interest contracted
for, charged or received pursuant to this Lease shall be deemed a result of a
bona fide error and a mistake. The obligation of Tenant to pay Rent is an
independent covenant, and no act or circumstance, whether constituting a breach
of covenant by Landlord or not, shall release or modify Tenant's obligation to
pay Rent.


                                    ARTICLE 5
                                    ---------

         5.01. OPERATING EXPENSE REIMBURSEMENT. The Base Rent payable under
Section 4.01 of this Lease includes an annual allocation for operating expenses
equal to the Operating Expense (defined in Section 5.02 hereof) per square foot
of rentable area for calendar year set forth in Section 1.01(k) (the "Base
Operating Expense"). In the event that Operating Expenses (defined in Section
5.02 hereof) of the Building during any calendar year of the Term shall exceed
the Base Operating Expense, Tenant shall pay to Landlord its proportionate share
of the increase in such Operating Expenses over the Base Operating Expense. On
or before the first day of each calendar year during the Term (or as soon
thereafter as is reasonably possible), Landlord shall provide to Tenant the
Estimated Operating Expense Increase for the upcoming year. In addition to the
Base Rent, Tenant shall pay in advance on the first day of each calendar month
during the Term, installments equal to 1/12th of Tenant's Pro Rata Share (as set
forth in Section 1.01 (i)) of the Estimated Operating Expense Increase, except
that the first such monthly installment is due upon the Commencement Date.

<PAGE>

         As soon as possible after the end of each calendar year during the
Term, Landlord shall furnish to Tenant a statement of the Actual Operating
Expense Increase (hereinafter defined) for the immediately preceding calendar
year, which statement shall specify the various types of Operating Expenses and
set forth Landlord's calculations of Tenant's Pro Rata Share of the Actual
Operating Expense Increase. If Tenant's Pro Rata Share of the Estimated
Operating Expense Increase paid to Landlord during the previous calendar year
exceeds Tenant's Pro Rata Share of the Actual Operating Expense Increase, then
Landlord shall, at its option, either refund the difference to Tenant at the
time Landlord furnishes the statement of the Actual Operating Expense Increase
or credit the amount overpaid by Tenant to Tenant's Pro Rata Share of the
Estimated Operating Expense Increase for the next calendar year. If Tenant's Pro
Rata Share of Estimated Operating Expense Increase paid to Landlord during the
previous calendar year is less than Tenant's Pro Rata Share of the Actual
Operating Expense Increase, then Tenant shall pay to Landlord the amount of such
underpayment. Unless Tenant takes written exception to any item within thirty
(30) days after the furnishing of an annual statement, such statement shall be
considered final and accepted by Tenant. Any amount due Landlord as shown on any
such statement shall be paid by Tenant within thirty (30) days after it is
furnished to Tenant.

         The "Estimated Operating Expense Increase" shall equal Landlord's
estimate of Operating Expenses for the applicable calendar year, less the Base
Operating Expense. Landlord's statement of the Estimated Operating Expense
Increase shall control for the year specified in such statement and for each
succeeding year during the Term until Landlord provides a new statement of the
Estimated Operating Expense Increase. The "Actual Operating Expense Increase"
shall equal the actual Operating Expenses for the applicable calendar year, less
the Base Operating Expense. If Operating Expenses change during a calendar year
or if the number of square feet of rentable area in the Premises changes,
Landlord may revise the estimated Additional Rent during such year by giving
Tenant written notice to that effect and thereafter Tenant shall pay to
Landlord, in each of the remaining months of such year, an amount commensurate
with the change in the estimated Additional Rent divided by the number of months
remaining in such year.

         5.02. OPERATING EXPENSES. The term "Operating Expenses" shall mean and
include all those amounts, expenses, and costs of whatsoever nature that
Landlord incurs, pays or becomes obligated to pay because of or in connection
with the ownership, operation, management, repair, or maintenance of the Project
and Landlord's personal property used in connection therewith. Operating
Expenses shall be determined on an accrual basis and shall include, without
limitation, the following:

         (a) Wages, salaries, fees, related taxes, insurance, benefits, and
reimbursable expenses of all personnel engaged in operating, repairing, and
maintaining the Project and providing traffic control about the Project;
provided, however, that if during the Term such personnel are also working on
other projects being operated by Landlord, their wages, salaries, fees and
related expenses shall be allocated by Landlord in good faith among all of such
projects and only that portion of such expenses allocable to the Project shall
be included as an "Operating Expense."

         (b) Cost of all labor, supplies, tools, equipment and materials used in
operating, repairing, and maintaining the Project.

         (c) Cost of all utilities for the Project, including, without
limitation, water, electricity, gas and fuel oil.

         (d) Cost of all maintenance, security, window cleaning, elevator
maintenance, landscaping, repair, janitorial, and other similar service
agreements for the Project and the equipment and other personal property of
Landlord therein and thereon used in connection with the operation, management,
repair or maintenance of the Project.

         (e) Cost of all insurance relating to the Project and its occupancy or
operations, including but not limited to (i) the cost of casualty and liability
insurance applicable to the Project or Landlord's personal property used in
connection with the operation of the Project, (ii) the cost of business
interruption insurance in such amounts as will reimburse Landlord for all losses
of earnings and other income attributable to the ownership and operation of the
Project, and (iii) the cost of insurance against such perils and occurrences as
are commonly insured against by prudent landlords.

         (f) All taxes, assessments, and governmental charges and fees of
whatsoever nature, whether now existing or subsequently created, attributable to
the Project or its occupancy or operation, excluding only franchise and income
taxes of Landlord (but not excluding such taxes if imposed in the future wholly
or partially in lieu of present real estate, ad valorem, or similar taxes), and
including all such taxes whether assessed to or paid by Landlord or third
parties, but excluding such taxes to the extent, if any, that Tenant, any other
tenant of the Project, or any other party specifically reimburses Landlord
therefor (other than through the payment of Operating Expense reimbursements).
Tenant hereby waives its right to protest the determination of the appraised
value of the Property pursuant to Section 41.413 of the Texas Property Tax Code.
Furthermore, Tenant hereby releases Landlord of its obligations to provide
Tenant a copy of any notice of the reappraisal of the Property pursuant to
Section 41.413 of the Texas Property Tax Code.

<PAGE>

         (g) Costs of repairs to and maintenance of the Project undertaken by
Landlord in its sole discretion on or of the Project, excluding any such costs
as are paid by the proceeds of insurance, by Tenant, or by other third parties,
and excluding any alterations of space occupied by other tenants of the
Building.

         (h) A management fee for management services rendered in connection
with the Project.

         (i) The cost of capital investment items which are installed primarily
to reduce Operating Expenses for the benefit of all of the Project's tenants or
which may be required by any governmental authority. All such costs, including
interest costs, shall be amortized over the reasonable life of the capital
investment items, with the reasonable life and amortization schedule being
determined by Landlord, but in no event to extend beyond the reasonable life of
the Building.

         (j) Landlord's central accounting costs, and legal, appraisal (if such
appraisal is related to efforts to reduce Operating Expenses), and other such
third party fees relating to the operation of the Project.

         (k) The fair market rental value of the property manager's offices, if
any, in the Building.

         Nothing contained in this Section 5.02 shall be construed as requiring
Landlord to provide any services which are not specifically set forth in this
Lease as obligations of Landlord.

         5.03. PRORATION AND ADJUSTMENT OF OPERATING EXPENSES. If this Lease
commences on other than the first day of a calendar year, or if this Lease
expires on other than the last day of a calendar year, then the Operating
Expenses for all of such calendar year shall be prorated according to the
portion of the Term that occurs during such calendar year. If at any time the
Building is not fully occupied or Landlord is not supplying all services to all
portions of the Building during an entire calendar year, then, at Landlord's
option, Operating Expenses, the Actual Operating Expense Increase and the
Estimated Operating Expense Increase shall be adjusted as though the Building
had been ninety-five percent (95%) occupied and Landlord were supplying all
services to such portions of the Building during the entire calendar year.


                                    ARTICLE 6
                                    ---------

         6.01. USE. Tenant shall use and occupy the Premises only for the
Permitted Use set forth in Section 1.01(e) hereof, and for no other purposes.
Tenant shall not use or permit the Premises or any portion thereof to be used
for any purpose other than the permitted use or for any unlawful purpose or in
any unlawful manner, and shall comply with all federal, state, and local
governmental laws, ordinances, orders, rules and regulations applicable to the
Premises, the Project, and the occupancy thereof and Tenant shall give prompt
written notice to Landlord of any notification to Tenant of any claimed
violation thereof. Tenant shall not do or permit anything to be done in or about
the Premises, nor bring or keep anything therein which 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. In the event that, by reason
of any acts of Tenant or its conduct of business, there shall be any increase in
the rate of insurance on the Building or its contents, Tenant hereby agrees to
pay such increase. Tenant covenants that at all times during the term of this
Lease, Tenant will not allow occupancy of the Premises to exceed a ratio of
three (3) persons for every one thousand (1,000) square feet of Premises without
Landlord's consent. Tenant shall not do or permit anything to be done in or
about the Premises and/or Project which will in any way obstruct or interfere
with the rights of other tenants or occupants of the Project or injure or annoy
them. 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.
Without limitation of the foregoing, Tenant shall not, without Landlord's prior
written consent, use, store, install, spill, remove, release or dispose of
within or about the Premises or any other portion of the Project, any
asbestos-containing materials or any solid, liquid or gaseous material now or
hereafter considered toxic or hazardous under the provisions of 42 U.S.C. 9601,
et seq., or any other applicable environmental law which may now or hereafter be
in effect. If Landlord does give written consent to Tenant pursuant to the
foregoing sentence, Tenant shall comply with all applicable laws, rules and
regulations pertaining to and governing such use by Tenant, and shall remain
liable for the costs of any clean up or removal required to be performed with
respect to such asbestos-containing, toxic or hazardous materials.

<PAGE>

                                    ARTICLE 7
                                    ---------

         7.01. LANDLORD'S SERVICES. Provided Tenant is not in default hereunder
and subject to the availability of necessary service from the appropriate public
utility or other entity responsible for providing such service, Landlord shall,
at Landlord's expense, except as provided to the contrary in this Lease, furnish
to Tenant in the occupied portion of the Premises the following services:

         (a) Air-conditioning and central heat at such temperatures and in such
amounts as are reasonably considered to be standard for the Building, during
normal business hours for the Building as set forth in the Rules and Regulations
attached as Exhibit "C" hereto.

         (b) Janitorial cleaning services in the Premises and public and
exterior portions of the Building for all days, except Saturdays, Sundays and
holidays; provided, however, if Tenant's floor covering or other improvements is
other than Building Standard, Tenant shall pay the additional cleaning cost
attributable thereto as additional Rent upon presentation of a statement
therefor by Landlord.

         (c) Hot and cold water at those points of supply provided for general
use of other tenants in the Building.

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

         (e) Electric lighting service for all public portions of the Project in
the manner and to the extent reasonably deemed by Landlord to be standard for
comparable buildings in the market area.

         (f) Automatic passenger elevator service for access to and egress from
the Premises. Freight elevator service, in common with other tenants, shall be
provided during reasonable business hours as prescribed by Landlord, exclusive
of Saturdays, Sundays, and holidays. Landlord may reduce the number of elevators
operating outside of business hours.

         (g) All Building Standard fluorescent bulb replacement in all common
and public areas, toilet and restroom areas and stairwells, and the electrical
power required for Building Standard fluorescent fixtures; provided, however,
bulb replacement required for lights in the Premises which are above the
Building Standard ratio shall be paid for by Tenant in a manner determined by
Landlord, in Landlord's reasonable discretion.

         (h) Electrical facilities to furnish sufficient power for typewriters,
calculating machines, personal computers and other machines of similar low
voltage electrical consumption such that the total electrical power consumption
shall not exceed two watts per square foot of rentable area; but not including
electricity required for electronic data processing equipment, special lighting
in excess of Building Standard (defined as one (1) 2'x4' fluorescent fixture per
eighty (80) net usable square feet), and any other item of electrical equipment,
the electrical power equipment of which (singly) is more than 0.5 kilowatts per
hour at rated capacity or requires a voltage other than 110/120 volts single
phase; and provided that Landlord shall not be obligated to provide dedicated
circuits or electrical power in excess of Building Standard and provided that if
the installation of said electrical equipment requires additional air
conditioning capacity above that provided by the Building Standard system, then
the additional air conditioning installation and operating costs will be the
obligation of Tenant. Landlord, at its option, may cause an electric current
meter or such similar device to be installed on the Premises so as to measure
the amount of electric current consumed by Tenant. The cost of any such meters
and of the installation, maintenance and repair thereof shall be paid for by
Tenant and Tenant agrees to pay Landlord, promptly upon demand by Landlord, for
all such excess water and electric expense incurred. If a separate meter is not
installed or Landlord is prevented from installing a separate meter by operation
of law or other cause beyond Landlord's control, such excess costs for such
electric current will be established by an estimate made by the utility company,
electrical engineer, or an independent consultant, which estimate shall be
binding on Tenant. Landlord and Tenant agree that In the event Landlord adopts a
new method for measuring, allocating and charging for electrical usage within
the Building, the Lease shall be amended to reflect the new method.

<PAGE>

         (i) Security services as Landlord may from time to time reasonably deem
to be standard for comparable buildings in the market area. NOTWITHSTANDING
ANYTHING HEREIN TO THE CONTRARY, TENANT EXPRESSLY ACKNOWLEDGES AND AGREES THAT
LANDLORD IS NOT WARRANTING THE EFFICACY OF ANY SUCH SECURITY PERSONNEL, SERVICE,
PROCEDURES OR EQUIPMENT AND THAT TENANT IS NOT RELYING AND SHALL NOT HEREAFTER
RELY ON ANY SUCH PERSONNEL, SERVICE, PROCEDURES OR EQUIPMENT. LANDLORD SHALL NOT
BE RESPONSIBLE OR LIABLE IN ANY MANNER FOR FAILURE OF ANY SUCH SECURITY
PERSONNEL, SERVICES, PROCEDURES OR EQUIPMENT TO PREVENT, CONTROL, OR APPREHEND
ANYONE SUSPECTED OF CAUSING PERSONAL INJURY OR DAMAGE IN, ON OR AROUND THE
PROJECT.

          Notwithstanding anything hereinabove to the contrary, Landlord
reserves the right from time to time to make reasonable modifications to the
above standards for utilities and services that are provided to all tenants in
the Building.

         7.02. ADDITIONAL SERVICES. Landlord may impose a reasonable charge for
any utilities and services, (including without limitation, janitorial,
maintenance, security, air conditioning, electrical current and water), provided
by Landlord by reason of any use of the services at any time other than the
hours as set forth in the Rules and Regulations attached hereto as Exhibit "C"
or beyond the levels or quantities that Landlord agrees herein to furnish or
because of special electrical, cooling or ventilating needs created by Tenant's
hybrid telephone equipment, computers or other equipment; provided, however,
that Tenant's excessive use or consumption of heating, air conditioning and/or
electrical services in violation of Section 7.01 above, without Landlord's prior
written consent, shall constitute a default under this Lease. Such charge shall
include a fee of fifteen percent (15%) to cover additional costs incurred by
Landlord in performing or providing such services. Upon request of Tenant to be
given to the Property Manager of the Project before 3:00 p.m. of the business
day preceding day of requested extra usage, Landlord shall make available, at
Tenant's expense, after hours heat or air conditioning. The minimum charge and
the hourly rate for the use of after hours heat or air conditioning shall be
determined by Landlord from time to time by Landlord and confirmed in writing to
Tenant.

         7.03. INTERRUPTION OF SERVICES. Notwithstanding anything herein to the
contrary, the obligations of the Landlord to provide the services and utilities
provided above shall be subject to governmental regulation (e.g., rationing,
temperature, control, etc.) and any such regulation which requires Landlord to
provide or not provide such services or utilities other than as herein provided,
shall not constitute a default hereunder, but rather compliance with such
regulation shall be deemed to be compliance by Landlord hereunder. Any failure
or defect in Landlord's hereinabove described services shall not be construed as
an eviction of Tenant, nor entitle Tenant to any reduction, abatement, offset,
or refund of Rent or to any damages from Landlord and in no event shall Landlord
be liable for damage to persons or property (including, without limitation,
business interruption) or be in default hereunder as a result of any such
uncontrollable event or results or effects thereof. Landlord shall not be in
breach or default under this Lease, provided Landlord uses reasonable diligence
to restore any such failure or defect promptly after Landlord receives written
notice thereof. Notwithstanding the foregoing, in the event of the failure to
furnish, any stoppage of or other interruption in the furnishing of the services
or utilities described in Section 7.01, which continues for five (5) consecutive
business days after receipt by Landlord of written notice thereof from Tenant,
and such failure, stoppage or interruption is not caused by force majeure
(defined in Section 17.10 hereof), a casualty covered by Section 10.01 hereof, a
failure on the part of a public utility, or by any act or omission of Tenant,
its agents, employees or contractors, Tenant shall be entitled, as its sole and
exclusive remedy, to an abatement of Base Rent and Actual Operating Expense
Increases in proportion to the area of the Premises that is rendered
untenantable by such failure, stoppage or interruption, with such abatement to
begin on the sixth (6th) business day after the receipt by Landlord of written
notice of such occurrence and continuing until such failure, stoppage or
interruption has been cured. Notwithstanding anything contained herein to the
contrary, in the event of any interruption of services rendering all or any
portion of the Premises untentable, Tenant shall have the right to terminate the
Lease if services are interrupted up to fifty percent (50%) or more of the
Premises for more than ninety (90) consecutive days.

         7.04. KEYS AND LOCKS. Landlord shall furnish to Tenant two (2) keys for
each corridor door entering the Premises. Additional keys will be furnished at a
charge by Landlord on an order signed by Tenant or Tenant's authorized
representative. All such keys shall remain the property of Landlord. No
additional locks shall be allowed on any door of the Premises without Landlord's
written consent, and Tenant shall not make, or permit to be made any duplicate
keys, except those furnished by Landlord. Upon termination of this Lease, Tenant
shall surrender to Landlord all keys to the Premises, and give to Landlord an
explanation of the combination of all locks for safes, safe cabinets and vault
doors, if any, in the Premises.

<PAGE>

         7.05. SIGNS. Landlord shall provide and install all letters and
numerals on entrance doors or on the wall next to the entry door in or at the
Premises. All such letters and numerals are to be Building Standard graphics,
and no other letters, numbers, or signage shall be used or permitted on the
Premises without the prior written consent of Landlord. Tenant shall not place
signs on the Premises which are visible from outside the Premises, without
Landlord's prior written consent. Tenant shall not place or permit to be placed
or maintained on any exterior door, wall or window of the Premises any sign,
awning, canopy, advertising matter or similar item of any kind, and will not
place or maintain any decoration, lettering or advertising matter on the glass
of any window or door of the Premises without first obtaining Landlord's prior
written approval in each instance. Tenant shall maintain any such sign, awning,
canopy, decoration, lettering, advertising matter or similar item as may be
approved by Landlord, in good condition and repair at all times.


                                    ARTICLE 8
                                    ---------

         8.01. ALTERATIONS. Tenant shall not make or allow to be made any
alterations, installations, additions, or improvements in or to the Premises or
install any equipment or machinery (other than standard office equipment and
unattached personal property), without Landlord's prior written consent. Should
Tenant desire to perform any alterations, Tenant shall submit plans and
specifications for same to Landlord for Landlord's written approval before
beginning such work. Upon receipt by Tenant of the written approval of Landlord
of such plans and specifications, and upon payment by Tenant to Landlord of the
reasonable fees incurred by Landlord to have such plans and specifications
reviewed, Tenant may proceed to make such approved alterations so long as they
are in compliance with such approved plans and specifications and are performed
by a contractor approved by Landlord. Any and all such alterations, physical
additions or improvements, including those improvements made at the Tenant's
expense or under any agreement with the Tenant whereby the Tenant is given an
allowance or rent reduction in exchange for Tenant's agreement to install or
allow to be installed lease improvements, such as by way of example, but not
limitation, wall coverings, floor coverings or carpet, paneling, doors,
cabinets, appliances (such as refrigerators and dishwashers) and hardware, shall
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 and shall in
no event be removed by Tenant; provided, however, that Landlord may require
Tenant, at Tenant's cost, to remove any or all of such items upon the expiration
or termination of this Lease or the termination of Tenant's right to possession
of the Premises and, at Tenant's expense, repair any damage caused by such
removal. All installations shall be at Tenant's sole cost and expense. Without
in any way limiting Landlord's consent rights, Landlord shall not be required to
give its consent until (a) Landlord approves the contractor or person making
such and approves such contractor's insurance coverage to be provided in
connection with the work, (b) Landlord approves final and complete plans and
specifications for the work and (c) the appropriate governmental agency, if any,
has approved the plans and specifications for such work. All work performed by
Tenant or its contractor relating to the Installations shall conform to
applicable governmental laws, rules and regulations, including, without
limitation, the Disability Acts. Upon completion of the installations, Tenant
shall deliver to Landlord "as built" plans. If Landlord performs such
installations, Tenant shall pay Landlord, as additional Rent, the cost thereof
plus fifteen percent (15%) as reimbursement for Landlord's overhead. Each
payment shall be made to Landlord within ten (10) days after receipt of an
invoice from Landlord.

         All work performed by Tenant with respect to the Premises shall (a) be
performed so as not to alter the exterior appearance of the Building, (b) be
performed so as not to adversely affect the structure or safety of the Building,
(c) comply with all building, safety, fire, and other codes and governmental and
insurance requirements, (d) be performed so as not to result in any usage in
excess of Building Standard quantities of water, electricity, gas, heating,
ventilating, or air-conditioning (either during or after such work) unless prior
written arrangements reasonably satisfactory to Landlord are made with respect
thereto, (e) be completed promptly and in a good and workmanlike manner and in a
quality equivalent to Building Standard, (f) be performed at Tenant's expense
and at such times and in such manner as Landlord may designate from time to time
to insure minimum disruption to other tenants in the Building, and (g) be
performed in such a manner that no valid mechanic's, materialman's, or other
similar liens be attached to Tenant's leasehold estate and in no event shall
Tenant permit, or be authorized to permit, any such liens (valid or alleged) or
other claims to be asserted against Landlord or Landlord's rights, estates, and
interests with respect to the Project or this Lease. Landlord will have the
right, but not the obligation, to inspect periodically the work in the Premises
and may require changes in the method or quality of the work.

If any mechanic's lien is filed against the Premises or the Project or any
portion thereof, Tenant shall cause same to be discharged within ten (10) days
after the lien is filed by paying or bonding over said lien. If Tenant fails to
comply with the foregoing sentence, Landlord shall (without limitation of its
other rights or remedies) have the right, but not the obligation, to discharge
said lien and Tenant shall immediately reimburse Landlord for any sum of money
expended by Landlord in connection with obtaining such discharge (together with
an additional fifteen percent (15%) thereof to cover Landlord's administrative
costs), which amount shall be deemed to be Rent hereunder for all purposes.
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 which have been approved by Landlord.

<PAGE>

Any approval by Landlord (or Landlord's architect and/or engineers) of any of
Tenant's contractors or Tenant's drawings, plans or specifications which are
prepared in connection with any construction of improvements (including without
limitation, Tenant's Improvements) in the Premises shall not in any way be
construed as or constitute a representation or warranty of Landlord as to the
abilities of the contractor or the adequacy or sufficiency of such drawings,
plans or specifications or the improvements to which they relate, for any use,
purpose or condition.

         8.02. REMOVAL OF TRADE FIXTURES AND PERSONAL PROPERTY. Tenant agrees to
remove all of its trade fixtures, personal property and, at Landlord's request,
certain other (or all) additions, installations, and/or improvements on or
before the date of expiration or termination of the Term, and shall promptly
reimburse Landlord for the cost of repairing all damage done to the Premises or
the Project by such removal and the cost of restoring the Premises to its
original condition, reasonable wear and tear excepted, after such removal. If
Tenant fails to deliver the Premises in the condition aforesaid, then Landlord
may restore the Premises to such a condition at Tenant's expense including an
overhead charge of fifteen percent (15%). All property required to be removed
pursuant to this Section not removed within time period required hereunder shall
thereupon be conclusively presumed to have been abandoned by Tenant and Landlord
may, at its option, take over possession of such property and either (a) declare
the same to be the property of Landlord by written notice to Tenant at the
address provided herein or (b) at the sole cost and expense of Tenant, remove
and store and/or dispose of the same or any part thereof in any manner that
Landlord shall choose without incurring liability to Tenant or any other person.

         8.03. REPAIRS BY LANDLORD. Landlord shall repair and maintain the
structural portions of the Project, including the basic plumbing, air
conditioning, heating and electrical systems installed or furnished by Landlord,
and all areas of the Project for the common non-exclusive use of all tenants in
the Project, unless such maintenance and repairs are caused in part or in whole
by the act, neglect, or omission of any duty by the Tenant, its agents,
servants, employees or invitees, or unless such maintenance or repairs are
otherwise herein provided to be made by Tenant. Landlord shall not be liable for
any failure to make such repairs or to perform any maintenance unless such
failure shall persist for an unreasonable time after written notice of the need
of such repairs or maintenance is given to Landlord by Tenant. Landlord shall
not be liable for any damages, compensation or claim for loss of the use of the
whole or any part of the Premises or Tenant's personal property, or any
inconvenience, loss of business, or annoyance arising from any such repair
and/or maintenance performed by Landlord hereunder, except for damage resulting
from Landlord's gross negligence or willful misconduct. Landlord reserves the
right to make such repairs, changes, alterations, additions, or improvements in
or to any portion of the Project and the fixtures and equipment thereof as it
may deem necessary or desirable.

         8.04. REPAIRS BY TENANT. Tenant shall, at Tenant's sole cost and
expense, keep the Premises and any appliances in good condition and repair.
Tenant shall, upon the expiration or earlier termination of this Lease,
surrender the Premises to the Landlord in good condition, ordinary wear and tear
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 act, omission or neglect 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 fifteen percent (15%) of such cost.

<PAGE>

                                    ARTICLE 9
                                    ---------

         9.01. LANDLORD'S INSURANCE . Landlord covenants and agrees that from
and after the date of delivery of the Premises from Landlord to Tenant, Landlord
will carry and maintain the insurance set forth in Section 9.01(a) and (b) of
this article.

         (a) General Comprehensive Public Liability Insurance covering the
Building and all Common Areas, but excluding the Premises, insuring against
claims for personal or bodily injury or death or property damage occurring upon,
in or about the Building or Common Areas to afford protection to the limit of
not less than $2,000,000.00 combined single limit in respect to injury or death
to any number of persons and property damage arising out of any one (1)
occurrence. This insurance coverage shall extend to any liability of Landlord
arising out of the indemnities provided for in this Lease.

         (b) Landlord shall at all times during the term hereof maintain in
effect a policy or policies of fire and extended coverage insurance covering the
Building (excluding property required to be insured by Tenant) in such amounts
as Landlord may from time to time determine, providing protection against perils
included within the standard Texas form of fire and extended coverage insurance
policy, together with insurance against sprinkler damage, vandalism, malicious
mischief and such other risks as Landlord may from time to time determine and
with any such deductibles as Landlord may from time to time determine.

         Any insurance provided for in Subsections 9.01(a) and (b) above may be
effected by self-insurance or by a policy or policies of blanket insurance
covering additional items or locations or assureds, provided that the
requirements of Sections 9.01(a) and (b) are otherwise satisfied. Tenant shall
have no rights in any policy or policies maintained by Landlord.

         9.02. TENANT'S INSURANCE. Tenant covenants and agrees that from and
after the date of delivery of the Premises from Landlord to Tenant, Tenant will
carry and maintain, at its sole cost and expense, the insurance set forth in
paragraphs (a), (b), (c) and (d) of this subsection. No policy shall be
cancelable or subject to reduction of coverage except after thirty (30) days
prior written notice to Landlord.

         (a) General Comprehensive Public Liability Insurance covering the
Premises and Tenant's use thereof against claims for personal or bodily injury
or death or property damage occurring upon, in or about the Premises (including
contractual indemnity and liability coverage), such insurance to insure both
Tenant and its employees and, as additional named insureds, Landlord and its
subsidiaries, directors, agents and employees and the Property Manager, and to
afford protection to the limit of not less than $1,000,000.00, combined single
limit, in respect to injury or death to any number of persons and all property
damage arising out of any one (1) occurrence, with a deductible acceptable to
Landlord. If the Rentable Area of the Premises is more than 30,000 square feet,
then, in addition to and not in lieu of the above stated coverage, Tenant shall
carry umbrella or so called excess coverage in an amount not less than
$1,000,000.00 over Tenant's base coverage amount. This insurance coverage shall
extend to any liability of Tenant arising out of the indemnities provided for in
this Lease.

         (b) Property insurance on an all-risk extended coverage basis
(including coverage against fire, wind, tornado, vandalism, malicious mischief,
water damage and sprinkler leakage) covering all fixtures, equipment and
personalty located in the Premises, in an amount not less than one hundred
percent (100%) of full replacement cost thereof. Such policy will be written in
the names of Tenant, Landlord and any other parties reasonably designated by
Landlord from time to time, as their respective interests may appear. The
property insurance may, with the consent of the Landlord, provide for a
reasonable deductible.

         (c) Workers' compensation insurance with waiver against the Landlord
insuring against and satisfying Tenant's obligations and liabilities under the
workers' compensation laws of the State of Texas.

         (d) Employer's liability insurance in an amount not less than
$1,000,000.00.

         All such insurance will be issued and underwritten by companies
reasonably acceptable to Landlord and will contain endorsements that (a) such
insurance may not lapse with respect to Landlord or Property Manager or be
canceled or amended with respect to Landlord or Property Manager without the
insurance company giving Landlord and Property Manager at least thirty (30) days
prior written notice of such cancellation or amendment, (b) Tenant will be
solely responsible for payment of premiums, (c) in the event of payment of any
loss covered by such policy, Landlord or Landlord's designees will be paid first
by the insurance company for Landlord's loss and (d) Tenant's insurance is
primary in the event of overlapping coverage which may be carried by Landlord.

<PAGE>

         Tenant shall deliver to Landlord duplicate originals of all policies of
insurance required by this Section or duly executed originals of the
certificates of such insurance evidencing in-force coverage, within ten (10)
days prior to the commencement of construction of Tenant's Improvements.
Further, Tenant shall deliver to Landlord renewals thereof at least thirty (30)
days prior to the expiration of the respective policy terms.

         9.03. WAIVER OF SUBROGATION. Landlord and Tenant each hereby waives any
rights it may have against the other (including, but not limited to, a direct
action for damages) on account of any loss or damage occasioned to Landlord or
Tenant, as the case may be (whether or not such loss or damage is caused by the
fault, negligence or other tortuous conduct, acts or omissions of Landlord or
Tenant or their respective officers, directors, employees, agents or invitees),
to their respective property, the Premises, its contents or to any other portion
of the Building or the Property arising from any risk covered by the current
Texas State Board of Insurance promulgated form of property insurance and fire
and extended coverage insurance required to be carried by Landlord and Tenant,
respectively, under Sections 9.01(b) and 9.02(b) above. If a party waiving
rights under this Section is carrying a fire and extended coverage insurance
policy in the promulgated form used in the State of Texas and an amendment to
such promulgated form is passed, such amendment shall be deemed not a part of
such promulgated form until it applies to the policy being carried by the
waiving party. Without in any way limiting the foregoing waivers and to the
extent permitted by applicable law, the parties hereto each, on behalf of their
respective insurance companies insuring the property of either Landlord or
Tenant against any such loss, waive any right of subrogation that Landlord or
Tenant or their respective insurers may have against the other party or their
respective officers, directors, employees, agents or invitees and all rights of
their respective insurance companies based upon an assignment from its insured.
Each party to this Lease agrees immediately to give to each such insurance
company written notification of the terms of the mutual waivers contained in
this Section and to have said insurance policies properly endorsed, if
necessary, to prevent the invalidation of said insurance coverage by reason of
said waivers. The foregoing waiver shall be effective whether or not the parties
maintain the required insurance.

         9.04. INDEMNITY. Tenant will indemnify and hold Landlord and its
respective officers, directors, employees and agents (including, but not limited
to Landlord's property manager) harmless from all claims, demands, actions,
damages, loss, liabilities, judgments, costs and expenses, including without
limitation, attorney's fees and court costs (each a "Claim" and collectively the
"Claims") which (i) are suffered by, recovered from or asserted against
Landlord, (ii) are not paid by insurance carried by Tenant or Landlord (without
in any way affecting the requirements of or Landlord's rights under Sections
9.01 and 9.02 above and (iii) arise from or in connection with (a) the use or
occupancy of the Premises and/or any accident, injury or damage occurring in or
at the Premises or (b) any breach by Tenant of any representation or covenant in
this Lease; provided, however, such indemnification of Landlord by Tenant shall
not include any Claim waived by Landlord under Section 9.03 above, any Claim to
the extent caused by the negligence or willful misconduct of Landlord or any
Claim relating to hazardous or toxic materials except to the extent such Claim
arises out of a breach by Tenant of any of the provisions of Section 16.01 of
this Lease.

         Landlord will indemnify and hold Tenant and its officers, directors,
employees and agents harmless from all Claims which are suffered by, recovered
from or asserted against Tenant and which are not paid by proceeds of insurance
carried by Landlord or Tenant and which arise from or in connection with (i) the
use of the Common Areas and/or any accident, injury or damage occurring in or on
the Common Areas solely as a result of Landlord's gross negligence or (ii) any
breach by Landlord of any representation or covenant in this Lease; provided,
however, such indemnification of Tenant by Landlord shall not include any Claim
waived by Tenant under Section 9.03 above, any Claim to the extent caused by the
negligence or willful misconduct of Tenant or any Claim relating to hazardous or
toxic materials except to the extent such Claim arises out of a breach by
Landlord of any of the provisions of Section 16.01 of this Lease.


                                   ARTICLE 10
                                   ----------

         10.01. 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 ten percent (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.

<PAGE>

         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 ten percent (10%) of the then full
replacement cost thereof, then Landlord shall have the option to either (i)
repair or reconstruct the same to substantially the same condition as
immediately prior to such fire or other casualty, or (ii) 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 notice.

         The Rent required to be paid hereunder shall be abated in proportion to
the portions of the Premises, if any, which are rendered untenantable by fire or
other casualty hereunder until repairs of the Premises are completed, or if the
Premises are not repaired, until the termination date hereunder. Other than such
Rent abatement, no damages, compensation or claim 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 any portion of Rent is abated under this
Article 10, Landlord shall have the option to extend the expiration date of this
Lease for a period equal to the length of the abated period.

         If the damage results from default or negligence of Tenant, its agents,
employees, licensees or invitees, then Tenant shall not be entitled to any
abatement or reduction of any Rent or other sums due hereunder and, if the cost
to repair such damage is not fully covered by Landlord's insurance, such damage
shall be repaired by Tenant, or at Landlord's option by Landlord, at Tenant's
expense (to the extent Landlord is not reimbursed by insurance). If this Lease
is terminated as provided in (c)(ii) above, all Rent shall be apportioned and
paid up to the termination date. Landlord shall not be required to repair or
replace any furniture, furnishings or other personal property which Tenant may
be entitled to remove from the Premises or any property constructed and
installed by or for Tenant in the Premises.

         10.02. END OF TERM CASUALTY. Notwithstanding anything to the contrary
in this Article 10, 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 10 occurs during the last eighteen
(18) months of the Term or any extension thereof.


                                   ARTICLE 11
                                   ----------

         11.01. CONDEMNATION. If all or substantially all of the Premises be
taken by virtue of eminent domain or for any public or quasi-public use or
purpose, this Lease and the estate hereby granted shall terminate on the date
the condemning authority takes possession. If only a part of the Premises is so
taken, or if a portion of the Project not including the Premises is taken, this
Lease and the estate hereby granted shall, at the election of Landlord, either
(i) terminate on the date the condemning authority takes possession by giving
notice thereof to Tenant within thirty (30) days after the date of such taking
of possession, or (ii) continue in full force and effect as to that part of the
Premises not so taken and the Base Rent shall be reduced (from and after the
date of such taking of possession) in the proportion that the number of square
feet of the Premises so taken, if any, bears to the total number of square feet
contained in the Premises.

         Landlord shall be entitled to the whole of any and all awards which may
be paid or made in connection with any such taking. As long as it does not
diminish the amount of Landlord's award hereunder, Tenant shall have the right
to assert a claim for and recover from the condemning authority, but not from
Landlord, such compensation as may be awarded on account of Tenant's moving and
relocation expenses and depreciation to and loss of Tenant's movable personal
property.


                                   ARTICLE 12
                                   ----------

         12.01 ACCESS. Without being deemed guilty of an eviction of Tenant and
without abatement of Rent, Landlord or its authorized agents shall have the
right to enter the Premises, upon reasonable notice, to inspect the Premises, to
show the Premises to prospective lenders, purchasers or tenants (but to
prospective tenants only during the last nine (9) months of the Term and only if
Tenant has not exercised any remaining renewal option) and to fulfill Landlord's
obligations or exercise its rights under this Lease. Tenant hereby waives any
claim for damages 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 the doors to and
within the Premises, excluding Tenant's vaults and safes. Landlord shall have
the right to use any and all means which Landlord may deem proper to enter the
Premises in an emergency without liability therefor. Provided Tenant is not in
default, should Landlord require access to the Premises which causes damage to
the Premises and Tenant has provided Landlord with access as stated herein,
Landlord shall repair the damage at Landlord's expense.

<PAGE>

                                   ARTICLE 13
                                   ----------

         13.01. SUBORDINATION. This Lease is and shall be subject and
subordinate to any and all ground or similar leases affecting the Project, all
mortgages which may now or hereafter encumber or affect the Project and to all
renewals, modifications, consolidations, replacements and extensions of any such
leases and/or mortgages; provided, however, that at the option of any Underlying
Party (hereinafter defined), this Lease shall be superior to the lease or
mortgage of such Underlying Party. The provisions of this Section 13.01 shall be
self-operative and shall require no further consent or agreement requested by
any such landlord or mortgagee in connection with this Section 13.01. Tenant
shall, however, execute promptly any appropriate certificate or instrument
evidencing same that Landlord may request. Tenant hereby irrevocably appoints
Landlord as Tenant's attorney-in-fact to execute the same. As used in this
Lease, the term "Underlying Party" shall mean the holder of the Landlord's
interest under any ground or similar lease and/or the mortgagee or purchaser at
foreclosure with respect to any mortgage. Tenant agrees that any Underlying
Party may unilaterally subordinate its mortgage or lease to this Lease at any
time by filing a notice of such subordination in the Official Public Records of
Real Property of the County where the Building is located.

         13.02. ATTORNMENT. In the event of the termination of any ground or
similar lease affecting the Project or the enforcement by the trustee or the
beneficiary under any mortgage or deed of trust of remedies provided by law or
by such mortgage or deed of trust, Tenant will, upon request of any person or
party succeeding to the interest of Landlord as the result of such termination
or enforcement, automatically become the Tenant of such successor in interest
without change in the terms or other provisions of this Lease; provided,
however, that such successor in interest shall not be bound by (a) any payment
of Rent for more than one (1) month in advance, or (b) any amendment or
modification of this Lease made without the written consent of such trustee or
such beneficiary or such successor in interest. Upon request by any such
successor in interest, Tenant shall execute and deliver within ten (10) days of
receipt an instrument or instruments confirming the attornment provided for
herein. The failure by Tenant to execute such instrument(s) shall be deemed an
event of Default hereunder.

         13.03. QUIET ENJOYMENT. Tenant, upon paying the Rent and keeping and
performing all of the conditions and covenants herein contained, shall and may
peaceably and quietly enjoy the Premises for the Term, subject to all applicable
laws and ordinances, applicable insurance requirements and regulations, and the
provisions of this Lease.


                                   ARTICLE 14
                                   ----------

         14.01. ASSIGNMENT. Tenant shall not assign or in any manner transfer
this Lease or any estate or interest herein, or sublet the Premises or any part
thereof, or grant any license, concession or other right of occupancy of any
portion of the Premises without the prior written consent of Landlord. Landlord
shall have the option, upon receipt from Tenant of a written request for
Landlord's consent to a subletting or assignment, to cancel this Lease as of the
date which is sixty (60) days following the receipt by Landlord of the request
from Tenant to sublet or assign as to the portion which the prospective sublease
or assignment is covered. The option of Landlord to cancel this Lease, as
provided for above, shall be exercised, if at all, within sixty (60) days
following Landlord's receipt of such written notice, by delivering to Tenant
written notice of Landlord's intention to exercise the option to so cancel this
Lease. If Tenant desires at any time to enter into an assignment of this Lease
or a sublease of the Premises or any portion thereof, Tenant shall give written
notice to Landlord of its desire to do so, which notice shall contain (i) the
name of the proposed assignee or subtenant, (ii) the nature of the proposed
assignee's or subtenant's business to be carried on in the Premises, (iii) the
terms and provisions of the proposed assignment or sublease, and (iv) resumes,
business plans, references, financial information, and other information as
Landlord may reasonably request concerning the proposed assignee or subtenant.
If Landlord elects not to cancel the Lease, Landlord shall give Tenant notice of
either its consent or its denial of consent to the proposed assignment or
sublease within the same sixty (60) day period. If Tenant is a corporation,
partnership or other entity, and if at any time during the term of this Lease or
any renewal or extension thereof, the person or persons who own a majority of
either the outstanding voting interest or all outstanding ownership interests of
Tenant at the time of execution of this Lease cease to own a majority of such
interest (except as a result of transfers by devise or descent), the loss of a
majority of such interest shall be deemed an assignment of this Lease by Tenant
and therefore subject in all respects to the provisions of this Section 14.01.
The previous sentence shall not apply, however, if Tenant is a corporation and
at the time of the execution of this Lease the outstanding voting shares of
capital stock of Tenant are listed on a recognized security exchange or over the
counter market.

         In the event, however, that such written consent of Landlord is
granted, if the rent due and payable by a sublessee under any such permitted
sublease (or a combination of the rent payable under such sublease plus any
bonus or other consideration therefor or incident thereto) exceeds the
hereinabove provided rent payable under this Lease or if with respect to a
permitted assignment, permitted license or other transfer by Tenant permitted by
Landlord, the consideration payable to Tenant by the assignee, licensee or other
transferee exceeds the rental payable under this Lease, then Tenant shall be
bound and obligated to pay Landlord fifty percent (50%) of all such excess
rental and other excess consideration within ten (10) days following receipt
thereof by Tenant from such sublessee, assignee, licensee or other transferee,
as the case might be. 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 to enforce the provisions of this Lease against Tenant or any assignee
or sublessee without demand upon or proceeding in any way against any other
person.

<PAGE>

         14.02. 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 or any portion thereof 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 by Tenant of its obligations
hereunder.

         14.03. TRANSFER BY LANDLORD. In the event of the transfer and
assignment by Landlord of its interest in this Lease and in the Project to a
person expressly assuming Landlord's obligations under this Lease, Landlord
shall thereby be released from any further obligations hereunder, and Tenant
agrees to look solely to such successor in interest of the Landlord for
performance of such obligations. Any security given by Tenant to secure
performance of Tenant's obligations hereunder may be assigned and transferred by
Landlord to such successor in interest, and Landlord shall thereby be discharged
of any further obligation relating thereto.


                                   ARTICLE 15
                                   ----------

         15.01. DEFAULT BY TENANT. Each of the following shall constitute a
"Default" by Tenant:

         (a) The failure of Tenant to pay the Base Rent, any other installment
of Rent, or any part thereof within five (5) days after written notice of such
failure (such notice not to be provided more than two (2) times in any calendar
year); or

         (b) 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 non-performance shall continue for a period of fifteen (15) days
after written notice thereof has been given by Landlord to Tenant; provided that
if such default cannot be cured in such fifteen (15) day period, said fifteen
(15) day period shall be extended so long as Tenant promptly commences a cure
and diligently prosecutes such cure to completion; or

         (c) The entry of a decree or order by a court having jurisdiction
adjudging Tenant or any guarantor to be bankrupt or insolvent or approving as
properly filed a petition seeking reorganization of Tenant or guarantor under
the National Bankruptcy Act, or any other similar applicable Federal or State
law, or a decree or order of a court having jurisdiction for the appointment of
a receiver or liquidator or a trustee or assignee in bankruptcy or insolvency of
Tenant or Guarantor or its property or for the winding up or liquidation of its
affairs; or Tenant or guarantors shall institute proceedings to be adjudicated a
voluntary bankruptcy or shall consent to the filing of any bankruptcy,
reorganization, receivership or other proceeding against Tenant or guarantor, or
any such proceedings shall be instituted against Tenant or guarantor and the
same shall not be vacated within thirty (30) days after the same are commenced;
or

         (d) Tenant shall make an assignment for the benefit of Tenant's
creditors or admit in writing Tenant's inability to pay the debts of Tenant
generally as they may become due; or

         (e) Tenant shall vacate or shall commence to vacate the Premises or any
substantial portion of the Premises or shall remove or attempt to remove,
without the prior written consent of Landlord, all or a value of Tenant's
personal property exceeding $25,000.00 from the Premises; or

         (f) Tenant shall abandon the Premises; or

         (g) Tenant shall do or permit to be done anything which creates a lien
upon the Premises or any portion of the Project; or

         (h) Tenant shall fail to take possession of the Premises within fifteen
(15) days after Landlord notifies Tenant that the same are ready for occupancy;
or

         (i) Tenant shall fail to vacate the Premises upon the expiration of
this Lease; or

         (j) If Tenant is a corporation or limited partnership, Tenant fails to
maintain its right to do business in the State of Texas or fails to pay any
applicable annual franchise taxes as and when same become finally due and
payable; or

<PAGE>

         (k) If Tenant is a corporation or partnership, Tenant dissolves or
liquidates or otherwise fails to maintain its corporate or partnership
structure, as applicable.

         15.02.  RIGHTS UPON DEFAULT BY TENANT.

         (a) This Lease and the Term and estate hereby granted and the demise
hereby made are subject to the limitation that if and whenever there shall occur
any event of Default, as enumerated above, Landlord may, at Landlord's option,
without any notice or demand whatsoever (any such notice and demand being
expressly waived by Tenant) and without judicial process, in addition to any
other remedy or right given hereunder or by law or equity do any one or more of
the following:

         (1) Terminate this Lease by written notice to Tenant, in which event
Tenant shall immediately surrender possession of the Premises to Landlord;

         (2) Terminate Tenant's right to possession of the Premises under this
Lease without terminating the Lease itself, by written notice to Tenant, in
which event Tenant shall immediately surrender possession of the Premises to
Landlord;

         (3) Enter upon and take possession of the Premises and expel or remove
Tenant and any other occupant therefrom, with or without having terminated this
Lease;

         (4) Alter locks and other security devices at the Premises so that
Tenant will not have access to the Premises with or without having terminated
this Lease or Tenant's right to possession under the Lease;

         (5) Apply all or any portion of the Security Deposit to cure such event
of Default;

         (6) Any right of Tenant through contract, statute or otherwise to
receive notice of Landlord's intent to exercise any of Landlord's remedies
hereunder is hereby waived by Tenant. Any right of Tenant through contract,
statute, or otherwise to cure any Default before Landlord may exercise any of
its remedies hereunder is hereby waived by Tenant.

         (7) In the event of any Default described in subsection (b) of Section
15.01, Landlord shall have the right to enter upon the Premises by force if
necessary without being liable for prosecution or any claim for damages
therefor, and do whatever Tenant is obligated to do under the terms of this
Lease; and Tenant agrees to reimburse Landlord on demand for any expenses which
Landlord may incur in thus effecting compliance with Tenant's obligations under
this Lease, and Tenant further agrees that Landlord shall not be liable for any
damages resulting to Tenant from such action.

         (b) It is hereby expressly stipulated by Landlord and Tenant that any
of the above listed actions including, without limitation, termination of this
Lease, termination of Tenant's right to possession, and re-entry by Landlord,
will not affect the obligations of Tenant for the unexpired Term of this Lease,
including the obligations to pay unaccrued monthly rentals and other charges
provided in this Lease for the remaining portion of the Term of the Lease. The
following provisions shall override and control any conflicting provisions of
Section 93.002 of the Texas Property Code. If an event of Default occurs,
Landlord is entitled and is hereby authorized, without any notice to Tenant
whatsoever, to enter upon the Premises by use of a master key, a duplicate key,
or other peaceable means, and to change, alter, and/or modify the door locks on
all entry doors of the Premises, thereby permanently excluding Tenant, and its
officers, principals, agents, employees, and representatives therefrom. In the
event that Landlord has either terminated Tenant's right to possession of the
Premises pursuant to the foregoing provisions of this Lease, or has terminated
the Lease by reason of Tenant's default, Landlord shall not thereafter be
obligated to provide Tenant with a key to the Premises at any time; provided,
however, that in any such instance, during Landlord's normal business hours and
at the convenience of Landlord, and upon the written request of Tenant
accompanied by such written waivers and releases as the Landlord may require,
Landlord will escort Tenant or its authorized personnel to the Premises to
retrieve any personal belongings or other property of Tenant not subject to the
Landlord's lien or security interest described in Section 15.07 below. If
Landlord elects to exclude Tenant from the Premises without permanently
repossessing the Premises or terminating the Lease pursuant to the foregoing
provisions of this Lease, then Landlord (at any time prior to actual permanent

<PAGE>

repossession or termination) shall not be obligated to provide Tenant a key to
re-enter the Premises until such time as all delinquent Rent and other amounts
due under this Lease have been paid in full (and all other defaults, if any,
have been completely cured to Landlord's satisfaction), and Landlord has been
given Tenant's recent financial statements and other such assurance reasonably
satisfactory to Landlord evidencing Tenant's ability to satisfy its remaining
obligations under this Lease. During any such temporary period of exclusion,
Landlord will, during Landlord's regular business hours and at Landlord's
convenience, upon written request by Tenant accompanied by such waivers and
releases as the Landlord may require, escort Tenant or its authorized personnel
to the Premises to retrieve personal belongings of Tenant or its employees, and
such other property of Tenant as is not subject to the Landlord's lien and
security interest described in Section 15.07, below. This remedy of Landlord
shall be in addition to, and not in lieu of, any of its other remedies set forth
in this Lease, or otherwise available to Landlord at law or in equity.

         (c) Exercise by Landlord of any one or more remedies hereunder granted
or otherwise available shall not be deemed to be an acceptance of surrender of
the Premises by Tenant, whether by agreement or by operation of law, it being
understood that such surrender can be effected only by the written agreement of
Landlord. No such alteration of locks or other security devices and no removal
or other exercise of dominion by Landlord over the property of Tenant or others
at the Premises shall be deemed unauthorized or constitute a conversion, Tenant
hereby consenting, after any event of Default, to the aforesaid exercise of
dominion over Tenant's property within the Premises. All claims for damages by
reason of such re-entry and/or repossession and/or alteration of locks or other
security devices are hereby waived, as are all claims for damages by reason of
any distress warrant, forcible detainer proceedings, sequestration proceedings
or other legal process. Tenant agrees that any re-entry by Landlord may be
pursuant to a judgment obtained in forcible detainer proceedings or other legal
proceedings or without the necessity for any legal proceedings, as Landlord may
elect, and Landlord shall not be liable in trespass or otherwise.

         (d) In the event Landlord elects to terminate this Lease by reason of
an event of Default, then notwithstanding such termination, the Tenant shall be
liable for and shall pay to the Landlord, at the address specified in Section
1.01(a) above, the sum of all Rent accrued to the date of such termination,
plus, as damages, the cost of recovering, reletting and remodeling the Premises,
and an amount equal to the total of the Rent provided in this Lease for the
remaining portion of the Term of the Lease (had such Term not been terminated by
Landlord prior to the Expiration Date stated in Section 3.01), less the
reasonable rental value of the Premises for such period, such amount to be
discounted to present value at the rate of six percent (6%) per annum.

          In the event Landlord elects to terminate this Lease by reason of an
event of Default, in lieu of exercising the right of Landlord under the
preceding paragraph, Landlord may instead hold Tenant liable for all Rent
accrued to the date of such termination, plus such Rent as would otherwise have
been required to be paid by Tenant to Landlord during the period following
termination of the Term measured from the date of such termination by Landlord
until the Expiration Date stated in Section 3.01 (had Landlord not elected to
terminate the Lease on account of such event of Default) diminished by any net
sums thereafter received by Landlord through reletting the Premises during said
period (after deducting expenses incurred by Landlord as provided in Section
15.03 hereof). Actions to collect amounts due by Tenant as provided for in this
paragraph may be brought from time to time by Landlord during the aforesaid
period, on one or more occasions, without the necessity of Landlord's waiting
until expiration of such period; and in no event shall Tenant be entitled to any
excess of rent obtained by reletting over and above the Rent provided for in
this Lease. If Landlord elects to exercise the remedy prescribed in this
paragraph, this election shall in no way prejudice Landlord's right at any time
hereafter to cancel said election in favor of the remedy prescribed in the
foregoing paragraph.

         (e) In the event that Landlord elects to repossess the Premises without
terminating the Lease, then Tenant shall be liable for and shall pay to Landlord
at the address specified in Section 1.01(a) above, all Rent accrued to the date
of such repossession, plus Rent required to be paid by Tenant to Landlord during
the remainder of the Term until the Expiration Date of the Term as stated in
Section 3.01, diminished by any net sums thereafter received by Landlord through
reletting the Premises during said period (after deducting expenses incurred by
Landlord as provided in Section 15.03). Actions to collect amounts due by Tenant
as provided in this paragraph may be brought from time to time by Landlord
during the aforesaid period, on one or more occasions, without the necessity of
Landlord's waiting until expiration of the Term and in no event shall Tenant be
entitled to any excess of any rent obtained by reletting over and above the Rent
provided for in this Lease.

         (f) In the event of termination of the Lease or repossession of the
Premises for an event of Default, Landlord shall not have any obligation to
relet or attempt to relet the Premises, or any portion thereof, or to collect
rental after reletting; and in the event of reletting Landlord may relet the
whole or any portion of the Premises for any period, to any tenant and for any
use and purpose.

<PAGE>

         (g) In the event of a Default in the payment of Rent, Tenant shall in
addition to all other sums owed to Landlord, pay to Landlord an amount equal to
the dollar amount of all "concessions" provided to Tenant in connection with
this Lease, including, but not limited to, rental concessions, above standard
tenant improvements, relocation allowances, cash payments and the like. The
foregoing shall not, however, act to limit in any manner the damages or remedies
to which Landlord may be entitled under this Lease or by law, but shall act only
as a reimbursement of such concessions as may have been provided to Tenant as an
incentive to enter into this Lease.

         15.03. EXPENSE OF REPOSSESSION. It is further agreed that, in addition
to payments required pursuant to Section 15.02 above, Tenant shall compensate
Landlord for all expenses incurred by Landlord in repossession (including among
other expenses, the total amount of any increase in insurance premiums caused by
the vacancy of the Premises), all expenses incurred by Landlord in reletting
(including among other expenses, repairs, remodeling, replacements,
advertisements and brokerage fees), and all losses incurred by Landlord as a
direct or indirect result of Tenant's default.

         15.04. CUMULATIVE REMEDIES; WAIVER OR RELEASE. Landlord may restrain or
enjoin any breach or threatened breach of any covenant, duty or obligation of
Tenant herein contained without the necessity of proving the inadequacy of any
legal remedy or irreparable harm. The remedies of Landlord hereunder shall be
deemed cumulative and not exclusive of each other. No action, omission or
commission by Landlord, including specifically, the failure to exercise any
right, remedy or recourse, shall be deemed a waiver or release of the same. A
waiver or release shall exist and be effective only as set forth in a written
document executed by Landlord, and then only to the extent recited therein. A
waiver or release with reference to any one event shall not be construed as
continuing as to, or as a bar to, or as a waiver or a release of, any right,
remedy or recourse as to any other or subsequent event.

         15.05. ATTORNEY'S FEES. In the event of any legal action or proceeding
brought by either party against the other arising out of this Lease, the
prevailing party shall be entitled to recover reasonable attorneys' fees and
costs incurred in such action (including, without limitation, all costs of
appeal) and such amount shall be included in any judgment rendered in such
proceeding.

         15.06. FINANCIAL STATEMENTS. Tenant warrants and represents that (i)
all financial statements, operating statements or other financial data at any
time given to Landlord by or on behalf of Tenant and any guarantor are, or will
be, as of their respective dates, true and correct in all material respects and
do not (or will not) omit any material liability, direct or contingent; and (ii)
there have been no material changes between the respective dates thereof and the
date of this Lease in any such financial statements, operating statements or
other financial data given to Landlord prior to the date hereof by or on behalf
of Tenant or any guarantor. A breach of any of the foregoing warranties or
representations shall, at the election of Landlord, be deemed a Default
hereunder.

         15.07. LANDLORD'S CONTRACTUAL SECURITY INTEREST. Intentionally Deleted.

         15.08. USE AND STORAGE OF PERSONAL PROPERTY. In the event that Landlord
shall have taken possession of the Premises pursuant to the authority herein
granted, then Landlord shall have the right to keep in place and use all of the
furniture, fixtures and equipment at the Premises, including that which is owned
by or leased to Tenant, at all times prior to any foreclosure thereon by
Landlord or repossession thereof by any lessor thereof or third party having a
lien thereon. Landlord shall also have the right to remove from the Premises
(without the necessity of obtaining a distress warrant, writ of sequestration or
other legal process) all or any portion of such furniture, fixtures, equipment
and other property located thereon and place same in storage at any premises
within the county where the Building is located, including premises owned by
Landlord or an affiliate of Landlord; and in such event, Tenant shall be liable
to Landlord for costs incurred by Landlord in connection with such removal and
storage and shall indemnify and hold Landlord harmless from all loss, damage,
cost, expense and liability in connection with such removal and storage.
Landlord shall also have the right to relinquish possession of all or any
portion of such furniture, fixtures, equipment and other property to any person
("Claimant") claiming to be entitled to possession thereof who presents to
Landlord a copy of any instrument represented to Landlord by Claimant to have
been executed by Tenant (or any predecessor of Tenant) granting Claimant the
right under various circumstances to take possession of such furniture,
fixtures, equipment or other property, without the necessity on the part of
Landlord to inquire into the authenticity of said instrument copy or Tenant's
(or Tenant's predecessor's) signature thereon and without the necessity of
Landlord's making any nature of investigation or inquiry as to the validity of
the factual or legal basis upon which Claimant purports to act; and Tenant
agrees to indemnify and hold Landlord harmless from all cost, expense, loss,
damage and liability incident to Landlord's relinquishment of possession of all
or any portion of such furniture, fixtures, equipment or other property to
Claimant. The rights of Landlord herein stated shall be in addition to any and
all other rights which Landlord has or may hereafter have at law or in equity;
and Tenant stipulates and agrees that the rights herein granted Landlord are
commercially reasonable.

<PAGE>

         15.09. DEFAULT BY LANDLORD. Landlord shall be in default under this
Lease if Landlord fails to perform any of its obligations hereunder and said
failure continues for a period of sixty (60) days after Tenant delivers written
notice thereof to Landlord (to each of the addresses required by this Section)
and each mortgagee who has a lien against any portion of the Property and whose
name and address has been provided to Tenant, provided that if such failure
cannot reasonably be cured within said sixty (60) day period, Landlord shall not
be in default hereunder if the curative action is commenced within said sixty
(60) day period and is thereafter diligently pursued until cured. In no event
shall Tenant claim a constructive or actual eviction or that the Premises have
become unsuitable hereunder. Any notice of a failure to perform by Landlord
shall be sent to Landlord at the addresses and to the attention of the parties
set forth in Section 1.01(a). Any notice of a failure to perform by Landlord not
sent to Landlord at all addresses and/or to the attention of all parties
required under this Section and to each mortgagee who is entitled to notice or
not sent in compliance with Section 17.05 below shall be of no force or effect.


                                   ARTICLE 16
                                   ----------

         16.01. HAZARDOUS WASTE. Tenant hereby represents and warrants to
Landlord the following:

         (a) No toxic or hazardous substances or wastes, pollutants or
contaminants (including, without limitation, asbestos, urea formaldehyde, the
group of organic compounds known as polychlorinated biphenyls, petroleum
products including gasoline, fuel oil, crude oil and various constituents of
such products, radon, and any hazardous substance as defined in the
Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42
USC 9601-9657, as amended ("CERCLA") (collectively, "Environmental Pollutants")
will be generated, treated, stored, released or disposed of, or otherwise
placed, deposited in or located on the Premises or Project, and no activity
shall be undertaken on the Premises or Project that would cause or contribute to
(i) the Premises to become a generation, treatment, storage or disposal facility
within the meaning of, or otherwise bring the Premises within the ambit of the
Resource Conservation and Recovery Act of 1976 ("RCRA"), 42 USC 6901 et. seq.,
or any similar state law or local ordinance, (ii) a release or threatened
release of toxic or hazardous wastes or substances, pollutants or contaminants,
from the Premises or Project within the meaning of, or otherwise result in
liability in connection with the Premises within the ambit of CERCLA, or any
similar state law or local ordinance, or (iii) the discharge of pollutants or
effluents into any water source or system, the dredging or filling of any
waters, or the discharge into the air of any emissions, that would require a
permit under the Federal Water Pollution Control Act, 33 USC 1251 et. seq., or
the Clean Air Act, 42 USC 7401 et. seq. or any similar state law or local
ordinance.

         (b) Tenant agrees to indemnify and hold Landlord harmless from and
against and to reimburse Landlord with respect to, any and all claims, demands,
causes of action, loss, damage, liabilities, costs and expenses (including
attorneys' fees and court costs) of any and every kind or character, known or
unknown, fixed or contingent, asserted against or incurred by Landlord at any
time and from time to time by reason of or arising out of the breach of any
representation or warranty contained in Section 16.01(a) above. Landlord shall
have the right at Tenant's expense to periodically inspect, take samples for
testing and otherwise investigate the Premises for the presence of hazardous or
toxic materials.

         (c) All representations and warranties contained in this Article 16
shall survive the termination of this Lease.


                                   ARTICLE 17
                                   ----------

         17.01. SUBSTITUTE PREMISES. On or prior to the date upon which the
work, if any, commences in the Premises, as provided for in Section 2.02 hereof,
Landlord may, by notice to Tenant, change the location of the Premises from that
set forth herein to another space within the Building of approximately the same
size as the Premises. Landlord shall also have the right at any time during the
Term, upon giving Tenant not less than ninety (90) days prior written notice, to
provide and furnish Tenant with space elsewhere in the Building of approximately
the same size as the Premises and remove and place Tenant in such space, with
Landlord paying all reasonable costs and expenses incurred as a result of such
move by Tenant. Should Tenant refuse to permit Landlord to move Tenant to such
new space at the end of said ninety (90) day period, Landlord shall have the
right to cancel and terminate this Lease effective ninety (90) days after the
date of original notification by Landlord by delivering written notice of
cancellation to Tenant. If Landlord moves Tenant to such new space, this Lease
and all of its terms, covenants and conditions shall remain in full force and
effect and shall be deemed applicable to such new space and such new space shall
thereafter be deemed to be the Premises as though Landlord and Tenant had
entered into an express written amendment of this Lease with respect thereto
with an appropriate adjustment for any changes in square feet of rentable area
in the new space.

<PAGE>

         17.02. ESTOPPEL LETTERS. Tenant agrees, periodically, to execute and
acknowledge, within ten (10) days after Landlord's request, a certificate
stating whether this Lease is in full force and effect, whether any amendments
or modifications exist, whether there are any defaults hereunder, and any such
other related information as may be requested. Any such certificate may be
relied upon by any ground lessor, prospective purchaser, secured party,
mortgagee or any beneficiary under any mortgage, deed of trust on the Building
or the Land or any part thereof or interest of Landlord therein. Should Tenant,
for any reason, fail to furnish said certificate within the ten (10) day period,
then in such event Tenant hereby constitutes and appoints Landlord the Tenant's
attorney-in-fact to execute any such certificate or instrument for and on behalf
of Tenant.

         17.03. HOLDOVER. If Tenant shall remain in possession of the Premises
after the expiration or earlier termination of this Lease, Tenant will be deemed
to be a Tenant at Sufferance and shall be subject to immediate eviction and
removal and shall pay for each month or partial month of holdover period as rent
an amount equal to the greater of (i) two hundred percent (200%) of the Rent on
the date of such termination or expiration, or (ii) one hundred fifty percent
(150%) of the prevailing then actual market rental rate for the Premises on the
date of such expiration or termination or (iii) Landlord may extend the Lease
for one (1) year at the then rental rate paid by Tenant. The remaining in
possession by Tenant or the acceptance by Landlord of the payment of said rent
shall not be construed as an extension or renewal of this Lease unless extended
by Landlord pursuant to the preceding sentence. The rental payable to Landlord
under this Section shall not be deemed to be in lieu of any damages or other
remedy to which Landlord may be entitled by virtue of Tenant's holding over.
Tenant shall pay to Landlord all damages sustained by Landlord as a result of
Tenant's holding over and shall additionally indemnify Landlord against all
claims for damages by any other tenant to whom Landlord may have leased all or
any part of the Premises effective upon the termination of this Lease.

         17.04. SURRENDER. Upon the expiration or earlier termination of the
Lease or upon the exercise by Landlord of its right to re-enter the Premises
without termination of this Lease, Tenant shall peacefully quit and surrender
the Premises in good order and condition, excepting ordinary wear and tear, but
subject to Sections 8.01 and 8.02 hereof.

         17.05. NOTICE. Any notice or communication required or permitted in
this Lease shall be given in writing, sent by (i) personal delivery, (ii)
expedited delivery service with proof of delivery, (iii) United States
registered or certified mail, return receipt requested or (iv) prepaid telegram
(provided that such telegram is confirmed by expedited delivery service or by
mail in the manner previously described), addressed as provided in Section
1.01(a) or to such other address or to the attention of such other person as
shall be designated from time to time in writing by the applicable party and
sent in accordance herewith. Notice also may be given by telex or fax, provided
each such transmission is confirmed (and such confirmation is supported by
documented evidence) as received and further provided a telex or fax number, as
the case may be, is set forth in Section 1.01(a). Any such notice or
communication shall be deemed to have been delivered, whether actually received
or not, when deposited in the US Mail, postage paid, certified or return receipt
requested at the address and in the manner provided herein, or any such notice
or communication shall have been deemed to have been given as of the date so
delivered and actually received at the address and in the manner provided herein
in the case of personal delivery, telegram, telex or fax.

         17.06. RULES AND REGULATIONS. Tenant, as well as any assignee or
sublessee approved by Landlord, will comply with the Rules and Regulations of
the Project adopted by Landlord, which are set forth in Exhibit "C" attached
hereto and made a part hereof for all purposes. Landlord shall have the right to
change such Rules and Regulations or to amend them in any reasonable manner for
the safety, care and cleanliness of the Project, and the Premises, and for
preservation of good order therein, all of which changes and amendments will be
sent by Landlord to Tenant in writing and shall be thereafter binding upon,
carried out and observed by Tenant. Tenant shall further be responsible for the
compliance with such Rules and Regulations by the employees, servants, agents
and invitees of Tenant.

<PAGE>

         17.07. LANDLORD'S LIABILITY. Tenant is granted no contractual right of
termination by this Lease. If Tenant shall recover a money judgment against
Landlord, such judgment shall be satisfied only out of the right, title and
interest of Landlord in the Property as the same may then be encumbered and
Landlord shall not be liable for any deficiency, it being agreed that Landlord
shall never be personally liable for any such judgment. If Landlord is found to
be in default hereunder by reason of its failure to give a consent that it is
required to give hereunder, Tenant's sole remedy will be an action for specific
performance or injunction. The foregoing sentence shall in no event be construed
as mandatorily requiring Landlord to give consents under this Lease. In no event
shall Landlord be liable to Tenant for consequential or special damages by
reason of a failure to perform (or a default) by Landlord hereunder or
otherwise. In no event shall Tenant have the right to levy execution against any
property of Landlord other than its interest in the Property as hereinbefore
expressly provided.

         Notwithstanding the foregoing, unless caused by Landlord's gross
negligence or willful misconduct, Landlord shall not be liable to Tenant for any
claims, actions, demands, costs, expenses, damage or liability of any kind (i)
arising out of the use, occupancy or enjoyment of the Premises by Tenant or any
person therein or holding under Tenant or by or through the acts or omissions of
any of their respective employees, officers, agents, invitees or contractors,
(ii) caused by or arising out of fire, explosion, falling sheetrock, gas,
electricity, water, rain, snow or dampness, or leaks in any part of the
Premises, (iii) caused by or arising out of damage to the roof, pipes,
appliances or plumbing works or any damage to or malfunction of heating,
ventilation or air conditioning equipment or (iv) caused by tenants or any
persons either in the Premises or elsewhere in the Building (other than Common
Areas) or by occupants of property adjacent to the Building or Common Areas or
by the public or by the construction of any private, public or quasi-public
work. In no event shall Landlord be liable to Tenant for any loss of or damage
to property of Tenant or of others located in the Premises or the Building by
reason of theft or burglary.

         17.08. WAIVER OF CONSUMER RIGHTS. Intentionally deleted.

         17.09 AMERICANS WITH DISABILITIES ACT AND TEXAS ARCHITECTURAL BARRIERS
ACT. Tenant agrees to comply with all requirements of the Americans with
Disabilities Act (Public Law (July 26, 1990)) and the Texas Architectural
Barriers Act (Article 9102, Tex. Rev. Civ. St. (1991)) applicable to the
Premises. Tenant agrees to indemnify and hold Landlord harmless from any and all
expenses, liabilities, costs or damages suffered by Landlord as a result of
additional obligations which may be imposed on the Building or the Property
under either of such Acts by virtue of Tenant's operations and/or occupancy.
Tenant acknowledges that it will be wholly responsible for any accommodations or
alterations which need to be made to the Premises to accommodate disabled
employees, customers and invitees of Tenant. No provision in this Lease should
be construed in any manner as permitting, consenting to or authorizing Tenant to
violate requirements under either such Act and any provision of the Lease which
could arguably be construed as authorizing a violation of either Act shall be
interpreted in a manner which permits compliance with such Act and is hereby
amended to permit such compliance.

         17.10. INABILITY TO PERFORM. If, by reason of inability reasonably to
obtain and utilize labor, materials, equipment, or supplies, or by reason of
circumstances directly or indirectly the result of any state of war or national
or local emergency, or by reason of any laws, rules, orders, regulations,
action, non-action, or requirements of any governmental authority now or
hereafter in force, or by reason of strikes or riots, or by reason of accidents
in, damage to, or the making of repairs, replacements, or improvements to the
Project or the Premises, or any of the equipment of either, or by the reason of
any other cause beyond the reasonable control of Landlord ("force majeure"),
Landlord shall be unable to perform or shall be delayed in the performance of
any obligation hereunder, then this Lease and the obligation of Tenant to pay
the Base Rent or additional items of Rent and to perform and comply with all of
the other covenants and agreements hereunder shall in no way be affected or
impaired except as otherwise expressly provided for in this Lease, and such
nonperformance or delay in performance by Landlord shall not give rise to any
claim against Landlord for damages or constitute a total or partial eviction,
constructive or otherwise. Landlord shall exercise due diligence in undertaking
to remedy such inability to perform or delay in performance with all reasonable
dispatch, but shall not be required to adjust a labor dispute against its will.

<PAGE>

         17.11. TENANT AUTHORIZATION. If Tenant signs as a corporation, each of
the persons executing this Lease on behalf of Tenant represents and warrants
that Tenant is a duly organized and existing corporation, that Tenant has and is
qualified to do business in Texas, that the corporation has full right and
authority to enter into this Lease, and that all persons signing on behalf of
the corporation were authorized to do so by appropriate corporate actions. If
Tenant is a general partnership, limited partnership, trust, or other legal
entity, each individual executing this Lease on behalf of said entity represents
and warrants that he or she is duly authorized to execute this Lease on behalf
of such entity and in accordance with such entity's governing instruments, and
that this Lease is binding upon such entity. Upon the Landlord's request, Tenant
shall furnish Landlord with proper proof of due authorization for Tenant's
execution of this Lease as Landlord shall require.

         17.12. BROKER. Tenant warrants that it has had no dealings with any
real estate broker or agent in connection with the negotiation of this Lease,
excepting only the broker named in of Section 1.01 (n) and that it knows of no
other real estate brokers or agents who are or might be entitled to a commission
in connection with this Lease. Tenant agrees to indemnify and hold harmless
Landlord from and against any liability or claim, whether meritorious or not,
arising in respect to brokers and/or agents not so named. Landlord has agreed to
pay the fees of the broker (but only the broker) named in Section 1.01(n) to the
extent that Landlord has agreed to do so pursuant to a written agreement with
such broker.

         17.13. 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.

         17.14. PARKING. If the Property includes a Garage, there shall be an
Exhibit "F" attached hereto, which shall set forth the agreements between
Landlord and Tenant relating to parking. If there is no Garage included in the
Property, then the remaining provisions of this Section shall be applicable with
respect to parking. The parking areas shall be designated for automobile parking
on a first come, first serve non-exclusive basis for all Property tenants
(including Tenant) and their respective employees, customers, invitees and
visitors. Parking and delivery areas for all vehicles shall be in accordance
with parking regulations established from time to time by Landlord, with which
Tenant agrees to conform. Tenant shall only permit parking of automobiles by its
employees, customers and agents in appropriate designated parking areas

         17.15. OTHER TAXES . Tenant shall be liable for all taxes levied or
assessed against personal property, furniture or fixtures placed by Tenant on
the Premises. If such taxes for which Tenant is liable are levied or assessed
against Landlord or Landlord's property and if Landlord elects to pay the same,
or if the assessed value of the Project is increased by the inclusion of
personal property, furniture or fixtures, placed by Tenant on the Premises, and
Landlord elects to pay the taxes based on such increase, Tenant shall pay to
Landlord upon demand, that part of such taxes for which Tenant is primarily
liable hereunder, together with interest thereon until paid at the Default
Interest Rate set forth in Section 4.02 hereof. Tenant shall be liable for any
and all sales, use or other taxes levied in connection with the Premises and
Tenant's parking.

         17.16. JOINT AND SEVERAL LIABILITY. If there is more than one Tenant,
the obligations hereunder imposed upon Tenant shall be joint and several. If
there is a guarantor of the obligations hereunder imposed upon Tenant, there
shall be a joint and several obligation of Tenant and such guarantor, and
Landlord shall not be required to first proceed against Tenant before proceeding
against such guarantor, nor shall any such guarantor be released from its
guaranty for any reason whatsoever.

         17.17. ACCEPTANCE BY LANDLORD. The acceptance by Landlord as evidenced
by the execution of this Lease by its duly authorized representative is subject
to the condition precedent of obtaining written approval of the terms and
provisions of this Lease by any financial institution possessing the right to
approve the form and content of each lease at the Building. In the event
Landlord is unable to obtain the required written approval from any financial
institution, this Lease shall become null and void ab initio and shall have no
further legal force and effect.

<PAGE>

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

         17.19. ENTIRE AGREEMENT. This Lease, including the 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.

         17.20. 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.

         17.21. 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.

         17.22. 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 assigns of the parties
hereto. All rights, powers, privileges, immunities, and duties of Landlord under
this Lease, including, but not limited to, any notices required or permitted to
be delivered by Landlord to Tenant hereunder, may, at Landlord's option, be
exercised or performed by Landlord's agent or attorney.

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

         17.24. 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.

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

         17.26. RIGHTS RESERVED TO LANDLORD. Landlord, in addition to all other
rights which it may possess, hereby expressly reserves the following rights
exercisable from time to time without notice and without liability to Tenant for
damage or injury to property, person or business and without effecting an
eviction or disturbance of Tenant's use or possession or giving rise to any
claim for set off or abatement of Rent or affecting any of Tenant's obligations
under this Lease:

         (a) To change the name or street address of the Building.

         (b) To install and maintain signs on the exterior and interior of the
Building, except in the Premises.

         (c) To prescribe the location and style of the suite number and
identification sign or lettering for the Premises occupied by Tenant.

         (d) To retain at all times, and to use in appropriate instances, pass
keys to the Leased Premises occupied by Tenant.

         (e) To grant to anyone the right to conduct any business or render any
service in the Building, whether or not it is the same as or similar to the use
expressly permitted to Tenant by Section 1.01(e) hereof.

         (f) To exhibit the Leased Premises during the last 9 months of the Term
at reasonable hours, and upon reasonable notice to Tenant, and to decorate,
remodel, repair, alter or otherwise prepare the Premises for reoccupancy at any
time after Tenant vacates or abandons the Leased Premises.

<PAGE>

         (g) To have access for Landlord to any mail chutes according to the
rules of the United States Postal Service.

         (h) To require all persons entering or leaving the Building during such
hours as Landlord may from time to time reasonably determine to identify
themselves to watchmen (by registration or otherwise), and to establish their
right to enter or leave in accordance with the provisions of the applicable
Building Rules and Regulations. Landlord shall not be liable in damages for any
error with respect to admission to or eviction or exclusion from the Building of
any person. In case of fire, invasion, insurrection, mob, riot, civil disorder,
public excitement, hazardous condition or other commotion, or the threat
thereof, Landlord reserves the right to limit or prevent access to the Building
during the continuance of the same, shut down elevator service, activate
elevator emergency controls, or otherwise take such action or preventive
measures deemed necessary by Landlord for the safety of Tenants or other
occupants of the Building or the protection of the Building and the property in
the Building. Tenant agrees to fully cooperate in any reasonable safety program
developed by Landlord.

         (i) To control and prevent access to common areas and other non-general
public areas pursuant to the provisions of the applicable Building Rules and
Regulations.

         (j) Provided that reasonable access to the Premises shall be maintained
and the business of Tenant shall not be unreasonably interfered with or
disrupted unreasonably, Landlord reserves the right to relocate, enlarge, reduce
or change lobbies, exits or entrances in or to the Building and to decorate and
to make, at Landlord's own expense (except to the extent same constitutes
Operating Expenses), repairs, alterations, additions and improvements,
structural or otherwise, in or to the Building or any part thereof, and any
adjacent building, land, street or alley, including for the purpose of
connection with or entrance into or use of the Building in conjunction with any
adjoining or adjacent building or buildings, now existing or hereafter
constructed, and may for such purposes erect scaffolding and other structures
reasonably required by the character of the work to be performed, and during
such operations may enter upon the Premises and take into and upon or through
any part of the Building, including the Premises, all materials that may be
required to make such repairs, alterations, improvements or additions, and in
that connection Landlord may temporarily close public entry ways, other public
spaces, stairways or corridors and interrupt or temporarily suspend any services
or facilities agreed to be furnished by Landlord, all without the same
constituting an eviction of Tenant in whole or in part and without abatement of
Rent by reason of loss or interruption of the business of Tenant or otherwise
and without in any manner rendering Landlord liable for damages or relieving
Tenant from the performance of any of Tenant's obligations under this Lease.
Landlord may at its option make any repairs, alterations, improvements and
additions in and about the Building and the Premises during ordinary business
hours and if Tenant desires to have such work done during other than business
hours and Landlord consents to such change, Tenant shall pay all overtime and
additional expenses resulting therefrom.

         (k) To designate and approve, prior to installation, all types of
window shades, blinds, drapes, awnings, and similar equipment, and to control
all internal lighting that may be visible from the exterior of the Building.

         (l) LANDLORD, ITS OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, ATTORNEYS AND
CONTRACTORS MAKE NO WARRANTY, EXPRESSED OR IMPLIED WITH RESPECT TO SUCH PROJECT
OR THE PREMISES OR ITS CONDITION. NO WARRANTY OF MATERIALS, WORKMANSHIP OR
APPLIANCES HAS BEEN MADE OR IS EXPRESSED OR IMPLIED BY THIS LEASE. LANDLORD, ITS
OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, ATTORNEYS AND CONTRACTORS EXPRESSLY
DISCLAIM AND TENANT EXPRESSLY WAIVES ANY WARRANTY OF HABITABILITY, GOOD AND
WORKMANLIKE CONSTRUCTION, SUITABILITY, OR DESIGN OR FITNESS FOR A PARTICULAR
PURPOSE AND EXPRESSLY DISCLAIM AND TENANT EXPRESSLY WAIVES ANY WARRANTY AS TO
THE ENVIRONMENTAL CONDITIONS OF SUCH PROJECT OR PREMISES AND THE PRESENCE OR
CONTAMINATION BY HAZARDOUS MATERIALS. TENANT IS NOT RELYING ON ANY
REPRESENTATIONS BY LANDLORD OR LANDLORD'S OFFICERS, DIRECTORS, AGENTS,
EMPLOYEES, ATTORNEYS AND CONTRACTORS. TENANT EXPRESSLY WAIVES, TO THE EXTENT
ALLOWED BY LAW, ANY CLAIMS UNDER FEDERAL, STATE OR OTHER LAW THAT TENANT MIGHT
OTHERWISE HAVE AGAINST LANDLORD RELATING TO THE CONDITION OF SUCH PROJECT OR
PREMISES OR THE IMPROVEMENT OR PERSONAL PROPERTY LOCATED THEREON OR THE PRESENCE
IN OR CONTAMINATION OF THE PROJECT OR THE PREMISES BY HAZARDOUS MATERIALS.

<PAGE>

         17.27 VISIBLE AREAS CLAUSE. Tenant agrees to keep any visible portion
of the Premises (the "Visible Area") in a neat, clean and attractive condition
at all times. Tenant shall cause the walls in the Visible Area to be painted or
covered with wall coverings, and the interior of the Visible Area shall be
tastefully furnished, as determined by Landlord in its sole and absolute
discretion. All paint, wall coverings, signs, artwork, floor materials, floor
coverings, furniture and other articles in the Visible Area and the arrangement,
style, color and appearance thereof, and any changes thereto shall be approved
in advance of installation by Landlord, in its sole and absolute discretion.
Landlord reserves the right to require Tenant to correct any non-conformity with
the provisions of this paragraph and Tenant agrees that any failure to comply
with the provisions of this paragraph shall constitute a major event of default
under the Lease entitling Landlord to exercise any of its remedies pursuant to
the other provisions of this Lease, at law or in equity.

         17.28 NO PRESUMPTION AGAINST DRAFTER. Landlord and Tenant understand,
agree and acknowledge that: (i) this lease has been freely negotiated by both
parties; and (ii) that in any controversy, dispute, or contest over the meaning,
interpretation, validity, or enforceability of this lease or any of its terms or
conditions, there shall be no inference, presumption or conclusion drawn
whatsoever against either party by virtue of that party having drafted this
lease or any portion thereof.

         17.29 EXAMINATION OF LEASE. Submission by Landlord of this instrument
to Tenant for examination or signature does not constitute a reservation of or
option for lease. This Lease will be effective as a lease or otherwise only upon
execution by and delivery to both Landlord and Tenant.

         17.30 DEFINED TERMS AND MARGINAL HEADINGS. The words "Landlord" and
"Tenant" as used herein shall include the plural as well as singular. If more
than one person is named as Tenant, the obligations of such persons are joint
and several. The headings and titles to the articles, sections and subsections
of this Lease are not a part of this Lease and shall have no effect upon the
construction or interpretation of any part of this Lease.

         17.31 NO REPRESENTATIONS. Landlord and Landlord's agents have made no
warranties, representations or Promises (express or implied) with respect to the
Premises, the Building or any other part of the Property (including, without
limitation, the condition, use or suitability of the Premises, the Building or
the Property), 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 the provisions of this Lease.

         17.32 NO LIGHT, AIR OR VIEW EASEMENT. Any diminution or shutting off of
light, air or view by any structure which may be erected on the Property or
lands adjacent to the Property shall in no way affect this Lease or impose any
liability on Landlord (even if Landlord is the adjacent land owner).

         17.33 SURVIVAL OF INDEMNITIES. Each indemnity agreement and hold
harmless agreement contained herein shall survive the expiration or termination
of this Lease.

IN WITNESS WHEREOF, Landlord and Tenant have respectively executed this Lease as
of the day and year first above written.



LANDLORD:  GPI DEVELOPMENT, LTD            TENANT:  IVG CORPORATION,
           a Texas limited partnership              a Florida Corporation


BY:  GPI Realty, Ltd.,                     Name:    Elorian Landers
     a Delaware business trust                     -----------------------------
                                           Title:   Chief Executive Officer
Its: General Partner                             -------------------------------



BY: /s/ Douglas Elliott                    BY: /s/ Elorian Landers
   -------------------------------             ---------------------------------
   Douglas Elliott
   Director of Marketing

<PAGE>


                                    EXHIBITS





Exhibit "A" - Floor Plan

Exhibit "B" - Legal Description

Exhibit "C" - Rules and Regulations

Exhibit "D" - Plans, Construction and Finish Allowance

Exhibit "E" - Acceptance of Premises Memorandum

Exhibit "F" - Parking

Exhibit "G" - Letter of Credit

Exhibit "H" - Renewal Option


<PAGE>

                                   EXHIBIT "A"

                                   FLOOR PLAN


<PAGE>


                                   EXHIBIT "B"

                                LEGAL DESCRIPTION

                             OF 11.57 ACRES OF LAND
                        OUT OF RESTRICTED RESERVE `A' OF
                         THE MARKET PLACE AT SUGAR LAND
                       IN THE BROWN & BELKNAP LEAGUE, A-15
                             FORT BEND COUNTY, TEXAS




ALL THAT CERTAIN 11.57 ACRES OF LAND, WHICH IS THAT SAME 11.5708 ACRE
TRACT DESCRIBED IN THE DEED FROM PARKWAY TEXAS CORPORATION TO TWENTIETH CENTURY
LAND CORPORATION, RECORDED UNDER FILE NO. 9548181, IN THE OFFICIAL RECORDS OF
FORT BEND COUNTY, TEXAS, AND WHICH IS RESTRICTED RESERVE "A" OF THE MARKET PLACE
AT SUGAR LAND ACCORDING TO THE PLAT THEREOF RECORDED UNDER SLIDE NO. 809 A AND
SLIDE NO. 809 B. IN THE PLAT RECORDS OF FORT BEND COUNTY, TEXAS IN THE BROWN &
BELKNAP LEAGUE, A-15, FORT BEND COUNTY, TEXAS DESCRIPTION OF LAND FOR 13135
DAIRY ASHFORD.


<PAGE>


                                   EXHIBIT "C"

                              RULES AND REGULATIONS

         1. The sidewalks, walks, plaza entries, corridors, concourses, ramps,
staircases, escalators and elevators of the Project shall not be obstructed or
used by Tenant, or the employees, agents, servants, visitors or licenses of
Tenant for any purpose other than ingress and egress to and from the Premises.
No bicycle or motorcycle shall be brought into the Building or kept on the
Premises without the prior written consent of Landlord.

         2. No freight, furniture or bulky matter of any description will be
received into the Project or carried into the elevators except in such a manner,
during such hours and using such elevators and passageways as may be approved by
Landlord, and then only upon having been scheduled in advance. Any hand trucks,
carryalls, or similar equipment used for the delivery or receipt of merchandise
or equipment shall be equipped with rubber tires, side guards and such other
safeguards as Landlord shall require.

         3. Landlord shall have the right to prescribe the weight, position and
manner of installation of safes or other heavy equipment which shall, if
considered necessary by Landlord, be installed in a manner which shall insure
satisfactory weight distribution. All damage done to the Project by reason of a
safe or any other article of Tenant's office equipment being on the Premises
shall be repaired at the expense of Tenant. The time, routing and manner of
moving safes or other heavy equipment shall be subject to prior approval by
Landlord.

         4. Only persons authorized by Landlord will be permitted to furnish
newspapers, ice, drinking water, towels, barbering, shoe shining, janitorial
services, floor polishing and other similar services and concessions to Tenant,
and only at hours and under regulations fixed by Landlord.

         5. Tenant, or the employees, agents, servants, visitors or licensees of
Tenant shall not at any time leave, place or discard any rubbish, paper,
articles or objects of any kind whatsoever outside the doors of the Premises or
in the corridors, stairways or passageways of the Project.

         6. Landlord shall have the right to prohibit any advertising by Tenant
which, in Landlord's opinion, tends to impair the reputation of the Project or
its desirability for offices and, upon written notice from Landlord, Tenant will
refrain from or discontinue such advertising.

         7. Tenant shall not place, or cause or allow to be placed, any sign,
placard, picture, advertisement, notice or lettering whatsoever, in, about or on
the exterior of the Premises, Building or Project except in and at such places
as may be designated by Landlord and consented to by Landlord in writing. Any
such sign, placard, advertisement, picture, notice or lettering so placed may be
removed by Landlord without notice to and at the expense of Tenant. All
lettering and graphics on corridor doors shall conform to the Building Standard
prescribed by Landlord. No trademark shall be displayed in any event.

         8. Canvassing, soliciting or peddling in the Building and/or Project is
prohibited, and Tenant shall cooperate to prevent same.

         9. Landlord shall have the right to exclude any person from the Project
other than during customary business hours as set forth in the Lease, and any
person in the Project will be subject to identification by employees and agents
of Landlord. All persons in or entering the Project shall be required to comply
with the security policies of the Project. If Tenant desires any additional
security service for the Premises, Tenant shall have the right (with the advance
written consent of Landlord) to obtain such additional service at Tenant's sole
cost and expense. Tenant shall keep doors to unattended areas locked and shall
otherwise exercise reasonable precautions to protect property from theft, loss
or damage. Landlord shall not be responsible for the theft, loss or damage of
any property or for any error with regard to the exclusion from or admission to
the Project of any person. In case of invasion, mob, riot or public excitement,
the Landlord reserves the right to prevent access to the Project during the
continuance of same by closing the doors or taking other measures for the safety
of the tenants and protection of the Project and property or persons therein.

<PAGE>

         10. Only workmen employed, designated or approved by Landlord may be
employed for repairs, installations, alterations, painting, material moving and
other similar work that may be done in or on the Premises. Tenant will refer all
contractors, contractor's representatives and installation technicians rendering
any service on or to the Premises for Tenant to Landlord for Landlord's approval
and supervision before performance of any contractual service. This provision
shall apply to all work performed in the Building including installation of
telephones, telegraph equipment, electrical devices and attachments and
installations of any nature affecting floors, walls, woodwork, trim, windows,
ceilings equipment or any other physical portion of the Building.

         11. Tenant shall not do any cooking(other than warming in a microwave
oven) or conduct any restaurant, luncheonette, automat or cafeteria for the sale
or service of food or beverages to its employees or to others, or permit the
delivery of any food or beverage to the Premises, except by such persons
delivering the same as shall be approved by Landlord and only under regulations
fixed by Landlord. Tenant may, however, operate a coffee bar by and for its
employees.

         12. Tenant shall not bring or permit to be brought or kept in or on the
Premises or Project any inflammable, combustible, corrosive, caustic, poisonous,
or explosive substance, or cause or permit any odors to permeate in or emanate
from the Premises, or permit or suffer the Premises to be occupied or used in a
manner offensive or objectionable to Landlord or other occupants of the Project
by reason of light, radiation, magnetism, noise, odors and/or vibrations, or
interfere in any way with other tenants or those having business in the Project.

         13. Tenant shall not mark, paint, drill into, or in any way deface any
part of the Project or the Premises. No boring, driving of nails or screws,
cutting or stringing of wires shall be permitted, except with the prior written
consent of Landlord, and as Landlord may direct. Tenant shall not install any
resilient tile or similar floor covering in the Premises except with the prior
approval of Landlord. The use of cement or other similar adhesive material is
expressly prohibited.

         14. No additional locks or bolts of any kind shall be placed on any
door in the Project or the Premises and no lock on any door therein shall be
changed or altered in any respect. Landlord shall furnish two keys for each lock
on exterior doors to the Premises and shall, on Tenant's request and at Tenant's
expense, provide additional duplicate keys. Tenant shall not make duplicate
keys. All keys shall be returned to Landlord upon the termination of this Lease,
and Tenant shall give to Landlord explanations of the combinations of all safes,
vaults and combination locks remaining with the Premises. Landlord may at all
times keep a pass key to the Premises. All entrance doors to the Premises shall
be left closed at all times and left locked when the Premises are not in use.
Landlord agrees to furnish to Tenant, at Landlord's expense, two (2) CardKeys
for access to the Building during such times as the Building is not open to the
public. Upon written request from Tenant, or other parties authorized by Tenant,
Landlord will furnish additional CardKeys to Tenant at Tenant's expense. Should
any CardKeys be lost or stolen, Tenant will immediately notify Landlord and
Landlord will issue replacement CardKeys with a different computer code number.
Such replacement CardKeys will be at Tenant's expense.

         15. Tenant shall give immediate notice to Landlord in case of theft,
unauthorized solicitation or accident in the Premises or in the Project or of
defects therein or in any fixtures or equipment, or of any known emergency in
the Project.

         16. Tenant shall not use the Premises or permit the Premises to be used
for photographic, multilith or multigraph reproductions, except in connection
with its own business and not as a service for others without Landlord's prior
permission.

         17. Tenant shall not use or permit any portion of the Premises to be
used as an office for a public stenographer or typist, offset printing, the sale
of liquor or tobacco, a barber or manicure shop, an employment bureau, a labor
union office, a doctor's or dentist's office, a dance or music studio, any type
of school, or for any use other than those specifically granted in this Lease.

         18. Tenant shall not advertise for laborers giving the Premises as an
address, nor pay such laborers at a location in the Premises.

<PAGE>

         19. The requirements of Tenant will be attended to only upon
application of Landlord in the Building or at such other address as may be
designated by Landlord in the Lease. Employees of Landlord shall not perform any
work or do anything outside of their regular duties, unless under special
instructions from the office of Landlord.

         20. Tenant shall not place a load upon any floor of the Premises which
exceeds the load per square foot which such floor was designed to carry and
which is allowed by law. Business machines and mechanical and electrical
equipment belonging to Tenant which cause noise, vibration, electrical or
magnetic interference, or any other nuisance that may be transmitted to the
structure or other portions of the Project or to the Premises to such a degree
as to be objectionable to Landlord or which interfere with the use or enjoyment
by other tenants of their premises or the public portions of the Project shall
be placed and maintained by Tenant, at Tenant's expense in settings of cork,
rubber, spring type, or other vibration eliminators sufficient to eliminate
noise or vibration.

         21. No awning, draperies, shutters or other interior or exterior window
coverings that are visible from the exterior of the Building or from the
exterior of the Premises within the Building may be installed by Tenant.

         22. Tenant shall not place, install or operate within the Premises or
any other part of the Project any engine, stove, or machinery, or conduct
mechanical operations therein, without the written consent of Landlord.

         23. No portion of the Premises or any part of the Project shall at any
time be used or occupied as sleeping or lodging quarters.

         24. Tenant shall at all times keep the Premises neat and orderly.

         25. The toilet rooms, urinals, wash bowls and other apparatus shall not
be used for any purpose other than that for which they were constructed and no
foreign substance of any kind whatsoever shall be thrown therein and the expense
of any breakage, stoppage or damage resulting from the violation of this rule
shall be borne by the Tenant who or whose employees or invitees shall have
caused it.

         26. Landlord reserves the right to exclude or expel from the Project
any person who, in the judgment of Landlord, is intoxicated or under the
influence of liquor or drugs, or who shall in any manner do any act in violation
of any of the Rules and Regulations of the Project.

         27. Normal business hours shall be deemed to be 8:00 a.m. through 6:00
p.m. on weekdays and 9:00 a.m. through 1:00 p.m. on Saturdays, exclusive of
holidays. Holidays shall, for purposes of this Lease, be deemed to be New Year's
Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, Christmas Day
and any other holidays commonly observed by landlords of comparable buildings in
the Market Area.

         28. Landlord reserves the right, without the approval of Tenant, to
rescind, add to and amend any rules or regulations, to add new rules and
regulations, and to waive any rules or regulations with respect to any tenant or
tenants.

         29. Tenant shall use no other method of heating or cooling than that
supplied by Landlord.

         30. Tenant shall comply with all local and federal codes and
ordinances.

         31. Tenant and its agents, employees and invitees shall observe and
comply with the driving and parking signs and markers on the Building grounds
and surrounding areas.

         32. No animals or birds shall be brought to or kept in or about the
Project.

         33. Smoking of any kind (cigarette, pipe, etc) is strictly prohibited
within the Premises, Building, common areas (to include, but not limited to,
lobbies, corridors, restrooms, elevators, stairwells, and garage) and any other
areas not specifically designated as a Smoking Area by Landlord. Tenant hereby
agrees that violation of this smoking prohibition by Tenant, Tenant's employees,
agents, visitors or invitees shall be material Default under this Lease.

<PAGE>

                                   EXHIBIT "D"

                    PLANS, CONSTRUCTION AND FINISH ALLOWANCE


Landlord and Tenant mutually agree as follows:

1.       PLANS.

         1.1 APPROVED PLANS. Landlord and Tenant have agreed that the Premises
will be improved in accordance with the plans and specifications approved and
initialed by Landlord and Tenant (the "Construction Plans" and all improvements
required thereby, "Tenant's Improvements"). Tenant represents to Landlord that
Tenant has furnished to Landlord and the party preparing the Construction Plans
all information necessary such that Tenant, the Premises and Tenant's
Improvements will be in compliance with the Disability Acts. Tenant shall
indemnify and hold harmless Landlord from and against any and all claims,
liabilities and expenses incurred by or asserted against Landlord by reason of
or in connection with any violation of the Disability Acts by Tenant and/or
Tenant's Improvements or the Premises not being in compliance with the
Disability Acts.

         1.2 CHANGES TO APPROVED PLANS. If any re-drawing of either the Space
Plan or the Construction Plans is necessitated by Tenant's requested changes
(all of which shall be subject to Landlord's approval), the expense of any such
re-drawing required and the expense of any work and improvements necessitated by
such re-drawing will be charged to Tenant.

         1.3 COORDINATION OF PLANNERS AND DESIGNERS. If Tenant shall arrange for
interior design services, whether with Landlord's space planner or any other
planner or designer, it shall be Tenant's responsibility to pay for such service
and to cause necessary coordination of its agents' efforts with Landlord's
agents to ensure that no delays are caused to either the planning or
construction of the Tenant's Improvements.

2.       CONSTRUCTION AND COST OF TENANT'S IMPROVEMENTS.

         2.1 CONSTRUCTION OBLIGATION AND FINISH ALLOWANCE. Landlord agrees to
construct Tenant's Improvements, at Tenant's cost and expense; provided,
however, Landlord shall provide Tenant with an allowance up to $109,868.00 (the
"Finish Allowance"), which allowance shall be disbursed by Landlord, from time
to time, for payment of the contract amount required to be paid to the general
contractor engaged to construct Tenant's Improvements the fees of the preparer
of the Construction Plans ("the Contract Sum") and the Construction Management
Fee (hereinafter defined). Upon completion of Tenant's Improvements and in
consideration of Landlord administering the construction of Tenant's
Improvements, Tenant agrees to pay Landlord a fee equal to five percent (5%) of
the Contract Sum (the "Construction Management Fee") (the foregoing costs are
collectively referred to as the "Permitted Costs").

         2.2 EXCESS COSTS. If the sum of the Permitted Costs exceeds the Finish
Allowance, then Tenant shall pay all such excess costs ("Excess Costs"),
provided, however, Landlord will, prior to the commencement of construction of
Tenant's Improvements, advise Tenant of the projected Excess Costs, and the
Contract Sum. Tenant shall have two (2) business days from and after the receipt
of such advice within which to approve or disapprove the Contract Sum and Excess
Costs. If Tenant fails to approve same by the expiration of the second such
business day, then Tenant shall be deemed to have approved the proposed Contract
Sum and Excess Costs. If Tenant disapproves the Contract Sum and Excess Costs
within such two (2) business day period, then Tenant shall either reduce the
scope of Tenant's Improvements such that there shall be no Excess Costs or, at
Tenant's option, Landlord shall obtain two (2) additional bids, provided that
each day beyond such two (2) business day period and until the rebid is accepted
by Tenant shall constitute a Tenant Delay hereunder. Subject to the last
sentence of this subsection, the foregoing process shall continue until a
Contract Sum and resulting Excess Costs if any, are accepted or deemed accepted
by Tenant. Landlord and Tenant must approve (or be deemed to have approved) the
Contract Sum for the construction of Tenant's Improvements in writing prior to
the commencement of construction. If Tenant fails to accept a Contract Sum by
October 31, 2000, Landlord shall have the right to terminate this Lease.

<PAGE>

         2.3 CONSTRUCTION DEPOSIT. Tenant shall remit to Landlord an amount (the
"Prepayment") equal to the projected Excess Costs, if any, within five (5)
working days prior to commencement of construction by Landlord. Should Tenant
fail to make such prepayment, Landlord shall have the right to postpone
commencement of construction and each day of delay shall be Tenant Delay as
defined below. On or prior to the Commencement Date, Tenant shall deliver to
Landlord the actual Excess Costs, minus the Prepayment previously paid. Failure
by Tenant to timely tender to Landlord the full Prepayment shall permit Landlord
to stop all work until the Prepayment is received. All sums due Landlord under
this Section 2.3 shall be considered Rent under the terms of the Lease and
nonpayment shall constitute a default under the Lease and entitle Landlord to
any and all remedies specified in the Lease.

3. DELAYS. Delays in the completion of construction of Tenant's Improvements or
in obtaining a certificate of occupancy, if required by the applicable
governmental authority, caused by Tenant, Tenant's Contractors (hereinafter
defined) or any person, firm or corporation employed by Tenant or Tenant's
Contractors shall constitute "Tenant Delays". In the event that Tenant's
Improvements are not Substantially Complete by the Commencement Date referenced
in Section 1.01(g) of the Lease, then the Commencement Date referenced in
Section 1.01(g) shall be amended to be the Adjusted Substantial Completion Date
(hereinafter defined) and the Expiration Date referenced in Section 1.01(g) of
the Lease shall be adjusted forward by the same number of days as is the
Commencement Date, so that the term of the Lease will be the term set forth in
Section 1.01(f) of the Lease. The Adjusted Substantial Completion Date shall be
the date Tenant's Improvements are Substantially Complete, adjusted backward,
however, by one day for each day of Tenant Delays, if any. The foregoing
adjustments in the Commencement Date and the Expiration Date shall be Tenant's
sole and exclusive remedy in the event Tenant's Improvements are not
Substantially Complete by the initial Commencement Date set forth in Section
1.01(g) of the Lease.

4. SUBSTANTIAL COMPLETION AND PUNCH LIST The terms "Substantial Completion" and
"Substantially Complete," as applicable, shall mean when Tenant's Improvements
are sufficiently completed in accordance with the Construction Plans so that
Tenant can reasonably use the Premises for the Permitted Use (as described in
Article 1.01(E) of the Lease). When Landlord considers Tenant's Improvements to
be Substantially Complete, Landlord will notify Tenant and within two (2)
business days thereafter, Landlord's representative and Tenant's representative
shall conduct a walk-through of the Premises and identify any necessary touch-up
work repairs and minor completion items as are necessary for final completion of
Tenant's Improvements. Neither Landlord's representative nor Tenant's
representative shall unreasonably withhold his agreement on punch list items.
Landlord will use reasonable efforts to cause the contractor to complete all
punch list items within thirty (30) days after agreement thereon.

5. Tenant's Contractors. If Tenant should desire to enter the Premises or
authorize its agent to do so prior to the Commencement Date of the Lease to
perform approved work not requested of the Landlord, Landlord shall permit such
entry if:

         (a)      Tenant shall use only such contractors which Landlord shall
                  approve in its reasonable discretion and Landlord shall have
                  approved the plans to be utilized by Tenant, which approval
                  will not be unreasonably withheld; and

         (b)      Tenant, its contractors, workmen, mechanics, engineers, space
                  planners or such others as may enter the Premises
                  (collectively, "Tenant's Contractors"), work in harmony with
                  and do not in any way disturb or interfere with Landlord's
                  space planners, architects, engineers, contractors, workmen,
                  mechanics or other agents or independent contractors in the
                  performance of their work (collectively, "Landlord's
                  Contractors", it being understood and agreed that if entry of
                  Tenant or Tenant's Contractors would cause, has caused or is
                  causing a material disturbance to Landlord or Landlord's
                  Contractors, then Landlord may, with notice, refuse admittance
                  to Tenant or Tenant's Contractors causing such disturbance;
                  and

         (c)      Tenant (notwithstanding the first sentence of Section 9.02 of
                  the Lease), Tenant's Contractors and other agents shall
                  provide Landlord sufficient evidence that each is covered
                  under such workers' compensation, public liability and
                  property damage insurance as Landlord may reasonably request
                  for its protection.

<PAGE>

Landlord shall not be liable for any injury, loss or damage to any of Tenant's
installations or decorations made prior to the Commencement Date and not
installed by Landlord. Tenant shall indemnify and hold harmless Landlord and
Landlord's Contractors from and against any and all costs, expenses, claims,
liabilities and causes of action arising out of or in connection with work
performed in the Premises by or on behalf of Tenant (but excluding work
performed by Landlord or Landlord's Contractors). Landlord is not responsible
for the function and maintenance of Tenant's Improvements which are different
than Landlord's standard improvements at the Property or improvements,
equipment, cabinets or fixtures not installed by Landlord. Such entry by Tenant
and Tenant's Contractors pursuant to this Section 5 shall be deemed to be under
all of the terms, covenants, provisions and conditions of the Lease except the
covenant to pay Rent.

6. Construction Representatives. Landlord's and Tenant's representatives for
coordination of construction and approval of change orders will be as follows,
provided that either party may change its representative upon written notice to
the other:


LANDLORD'S REPRESENTATIVE:

         NAME              Bobby Wilptz - Construction Project Manager
                           --------------------------------------------
         ADDRESS           13135 Dairy Ashford, Suite 500
                           -----------------------------------------------------
                           Sugar Land, TX 77478
                           -----------------------------------------------------
         PHONE             713/781-8000 / email: bwilpitz@graniteprop.com
                           -----------------------------------------------------



TENANT'S REPRESENTATIVE:

         NAME              Elorian Landers
                           -----------------------------------------------------
         ADDRESS           9307 West Sam Houston Parkway, Suite 100
                           --------------------------------------------
                           Houston, TX 77099
                           --------------------------------------------
         PHONE             713/596-9308
                           -----------------------------------------------------

<PAGE>


                                   EXHIBIT "E"

                        ACCEPTANCE OF PREMISES MEMORANDUM

This Acceptance of Premises Memorandum is being executed pursuant to that
certain Lease Agreement (the "Lease') dated the day of , 20 between ("Landlord")
and ("Tenant"), pursuant to which Landlord leased to Tenant and Tenant leased
from Landlord certain space in the office building located at in , Texas (the
"Building"). Landlord and Tenant hereby agree that:

1.       Except for the Punch List Items (as shown on the attached Punch List),
         Landlord has fully completed the construction work required under the
         terms of the Lease and the Work Letter attached thereto.

2.       The Premises are tenantable, Landlord has no further obligation for
         construction (except with respect to Punch List Items) and Tenant
         acknowledges that the Building, the Premises and Tenant's Improvements
         are satisfactory in all respects, except for the Punch List Items and
         are suitable for the permitted Use.

3.       The Commencement Date of the Lease is the day of , 20 . If the date set
         forth in Section 1.01(g)of the Lease is different than the date set
         forth in the preceding sentence, then Section 1.01(g)of the Lease is
         hereby amended to be the Commencement Date set forth in the preceding
         sentence.

4.       The Expiration Date of the Lease is the day of , 20 . If the date set
         forth in Section 1.01(h) of the Lease is different than the date set
         forth in the preceding sentence, then Section 1.01(h) of the Lease is
         hereby amended to be the Expiration Date set forth in the preceding
         sentence.

5.       Tenant acknowledges receipt of the current Rules and Regulations for
         the Building.

6.       Tenant represents to Landlord that Tenant has obtained a Certificate of
         Occupancy covering the Premises.

7.       All capitalized terms not defined herein shall have the meaning
         assigned to them in the Lease.

Agreed and Executed this                  day of                        , 20   .
                         ----------------        -----------------------    ----


                      LANDLORD

                      HOUSTON G.P.I., LTD.



                      By:      Granite Properties, Inc., Its General Partner

                      By:      ___________________________
                      Name:
                               -----------------------------------------
                      Title:
                               -----------------------------------------


                      TENANT




                      By:
                               -------------------------------------------
                      Name:
                               -------------------------------------------
                      Title:
                               -------------------------------------------

<PAGE>


                                   EXHIBIT "F"

                                     PARKING

         1. At the beginning of the original Term of this Lease, Tenant shall
lease from Landlord four (4) reserved garage permits and eleven (11) unreserved
garage permits in the parking garage on the Land.

         2. For each such parking permit, Tenant shall pay Landlord as monthly
rent ("Parking Rent") the prevailing market rate for such parking permit from
time to time as established by Landlord. As of October 1, 2000, subject to
change, the prevailing market rate for (i) each reserved parking permit is
$50.00 per month and (ii) each unreserved parking permit is $25.00 per month.
The Parking Rent shall be payable in accordance with the policies established by
Landlord (or its agent) from time to time for payment of Parking Rent in such
garage. Tenant shall indemnify and hold harmless Landlord from and against all
claims, losses, liabilities, damages, costs and expenses (including, but not
limited to, attorneys' fees and court costs) arising or alleged to arise out of
Tenant's use of any such parking spaces. Tenant shall have no further rights to
(a) any parking permit not taken at the beginning of the original Term or (b)
any parking permit taken at the beginning of the original Term and thereafter
released by Tenant or terminated by Landlord for failure to pay Parking Rent or
to comply with the other terms and conditions for the leasing of such parking
permit imposed by Landlord. Upon the termination of this Lease, Tenant's rights
to the parking permits then being leased to Tenant hereunder shall terminate. In
the event any of the above parking spaces are or become unavailable at any time
or from time to time throughout the Term, whether due to casualty or any other
cause, the Lease shall continue in full force and effect, and Tenant's sole
remedy shall be an abatement of rentals for those parking spaces rendered
unavailable, which abatement shall continue until such time as said parking
spaces, or substitutes therefor, again become available, it being expressly
agreed and understood that Landlord shall have no duty to provide substitute
parking spaces for those spaces rendered unavailable.

         3. Tenant agrees to comply with all reasonable rules and regulations
now or hereafter established by Landlord relating to the use of the garage by
contract parking patrons. A condition of any parking shall be compliance by the
parking patron with garage rules and regulations, including any sticker or other
identification system established by Landlord. The following rules and
regulations are in effect until notice is given to Tenant of any change.
Landlord reserves the right to modify and/or adopt such other reasonable and
nondiscriminatory rules and regulations for the garage as it deems necessary for
the operation of the garage. Landlord may refuse to permit any person who
violates the rules to park in the garage, and any violation of the rules shall
subject the car to removal.


                              RULES AND REGULATIONS

         1. Cars must be parked entirely within the stall lines painted on the
floor.

         2. All directional signs and arrows must be observed.

         3. The speed limit shall be 5 miles per hour.

         4. Parking is prohibited:

                       (a)     in areas not striped for parking
                       (b)     in aisles
                       (c)     where "No Parking" signs are posted
                       (d)     in cross hatched areas
                       (e)     in such other areas as may be designated by
                               Landlord or Landlord's agent(s).
                       (f)     by tenants in Visitor, Delivery, Handicapped
                               or other specially designated parking areas

         5. Parking stickers or any other device or form of identification
supplied by Landlord shall remain the property of the Landlord and shall not be
transferable. There will be a replacement charge payable by Tenant equal to the
amount posted from time to time by Landlord for loss of any magnetic parking
card or parking sticker.

         6. Garage managers or attendants are not authorized to make or allow
any exceptions to these Rules and Regulations.

         7. Every parker is required to park and lock his own car. All
responsibility for damage to cars or persons is assumed by the parker.

         8. No intermediate or full-size cars shall be parked in parking spaces
limited to compact cars.

         9. All motorcycles/motorized bicycles are to be parked in the
designated motorcycle area, and will be removed from the property if not in the
designated area.

         Failure to promptly pay the rent required hereunder or persistent
failure on the part of Tenant or Tenant's designated parkers to observe the
rules and regulations above shall give Landlord the right to terminate Tenant's
right to use the parking structure. No such termination shall create any
liability on Landlord or be deemed to interfere with Tenant's right to quiet
possession of the Premises.

<PAGE>


                                   Exhibit "G"

                                Letter of Credit

(a) Tenant has deposited with Landlord security in the aggregate amount of
$75,000.00 to be held by Landlord during the Term of this Lease to secure the
full and punctual performance by Tenant of all of the Terms of this Lease, which
security consists of an irrevocable letter of credit, with no limit on the
number of draws thereunder, that has been issued or confirmed in the City of
Houston, State of Texas to Landlord as the sole beneficiary thereunder by a bank
or trust company reasonably acceptable to Landlord and bears an expiration date
not earlier than 365 days after its date of issuance or confirmation (such
letter of credit, and each renewal and replacement thereof, is referred to
herein as the "Letter of Credit"). On the date this lease is executed and
delivered, the face amount of the Letter of Credit is not less than $75,000.00.
Tenant shall deliver to Landlord annually, not later than thirty (30) days prior
to the anniversary of the Lease Term, a renewal of the Letter of Credit (or an
acceptable substitute thereof as set forth above) for a 365 day period. If any
Letter of Credit held by Landlord hereunder is valid for a period of less than
thirty (30) days prior to the expiration of such Letter of Credit, Landlord may
draw upon said Letter of Credit and hold the proceeds thereof as cash security
subject to and in accordance with the provisions stated herein provided Tenant
is not in default of this Lease, upon the 2nd anniversary date of this Lease,
Tenant may reduce the face amount of the Letter of Credit to $56,250.00. Upon
the 3rd anniversary date of this Lease, Tenant may reduce the face amount of the
Letter of Credit to $25,000.00.

(b) If Tenant defaults in the performance of any of the terms of this Lease,
Landlord may draw upon the Letter of Credit, but only to the extent necessary to
cure the default. Upon each such draw upon the Letter of Credit, Tenant shall
make arrangements so that security held by Landlord shall be restored within ten
(10) business days to the amount then required to be deposited hereunder. Such
Letter of Credit shall be assignable by Landlord to any purchaser of the
Project, provided that the Landlord shall bear any additional cost occasioned by
such assignment up to one percent (1%) of the amount of the Letter of Credit.

(c) Landlord shall return to Tenant the Letter of Credit hold by Landlord within
fifteen (15) days after the expiration of the fourth year of occupancy of this
Lease, less any amounts that Landlord shall be entitled to retain pursuant to
the terms of this Lease.

<PAGE>


                                   EXHIBIT "H"

                                 RENEWAL OPTION



1.       If, and only if, on the Expiration Date and the date Tenant notifies
         Landlord of its intention to renew the term of this Lease (as provided
         below), (i) Tenant is not in default under this Lease, (ii) Tenant then
         occupies and the Premises then consist of at least all the original
         Premises and (iii) this Lease is in full force and effect, then Tenant,
         but not any assignee or subtenant of Tenant, shall have and may
         exercise an option to renew this Lease for one (1) additional term of
         six (6) years at fair market value (the "Renewal Term") upon the same
         terms and conditions contained in this Lease with the exceptions that
         (x) this Lease shall not be further available for renewal and (y) the
         rental for the Renewal Term shall be the "Renewal Rental Rate", but in
         no event will the Base Annual Rent be less than the Base Annual Rent
         for the last twelve (12) calendar months of the initial term of the
         Lease. The Renewal Rental Rate is hereby defined to mean the then
         prevailing rents (including, without limitation, those similar to the
         Basic Annual Rent and Additional Rent) payable by renewal tenants
         having a credit standing substantially similar to that of Tenant, for
         properties of equivalent quality, size, utility and location as the
         Premises, including any additions thereto, located within the area
         described below and leased for a renewal term approximately equal to
         the Renewal Term. The Renewal Rental Rate will take into consideration
         the tenant inducements offered in the renewal transactions considered
         by Landlord in determining the Renewal Rental Rate.

2.       If Tenant desires to renew this Lease, Tenant must notify Landlord in
         writing of its intention to renew on or before the date which is at
         least nine (9) months but no more than twelve (12) months prior to the
         Expiration Date. Landlord shall, within the next sixty (60) days,
         notify Tenant in writing of Landlord's determination of the Renewal
         Rental Rate and Tenant shall, within the next twenty (20) days
         following receipt of Landlord's determination of the Renewal Rental
         Rate, notify Landlord in writing of Tenant's acceptance or rejection of
         Landlord's determination of the Renewal Rental Rate. If Tenant timely
         notifies Landlord of Tenant's acceptance of Landlord's determination of
         the Renewal Rental Rate, this Lease shall be extended as provided
         herein and Landlord and Tenant shall enter into an amendment to this
         Lease to reflect the extension of the term and changes in Rent in
         accordance with this Rider. If (x) Tenant timely notifies Landlord in
         writing of Tenant's rejection of Landlord's determination of the
         Renewal Rental Rate or (y) Tenant does not notify Landlord in writing
         of Tenant's acceptance or rejection of Landlord's determination of the
         Renewal Rental Rate within such twenty (20) day period, this Lease
         shall end on the Expiration Date and Landlord shall have no further
         obligations or liability hereunder.