EXHIBIT 10.2
                                SOUTHWEST BELTWAY
                                -----------------

                                 LEASE AGREEMENT
                                 ---------------



             SECTION 1. BASIC PROVISIONS AND CERTAIN DEFINED TERMS:

     1.1. This Lease Agreement is made and entered into on this the 2nd day of
December, 1997.

  1.2. "Lessor":                  Southwest Beltway Limited Partnership
        Address for payment       2300 Tanglewilde, Suite 496
        and notices:              Houston, Texas 77063

  1.3. "Lessee":                  Fryglas, Inc.
        Address for payment       9303 V. Sam Houston Parkway South, Building C
        and notices:              Houston Texas 77099

     1.4. "Leased Premises": Premises described in plans approved by Lessee
containing approximately 10,180 rentable square feet of office and warehouse
space situated in and sometimes referred to as "The Building" or "The Project"
and further described as the "Building" or the "Project" and further described
as being that certain tract of land as described on Exhibit "B" (Attached) and
depicted in Exhibit "A" (Attached).

Known as SOUTHWEST BELTWAY CENTER, Houston, Texas 77036.

     1.5. Term: Commencing on DECEMBER 1. 1997 , (the "Commencement Date") and
shall terminate on NOVEMBER 30, 2002 (the "Termination Date").

     1.6. Base Rent: A total sum of $374,410.52 payable in monthly installments
as follows:

    Dec 1,  1997 thru Jan 14, 1998:      $4,285.42
    Jan 15, 1998 thru Jan 31, 1998:      $3,237.90
    Feb 1,  1998 thru Nov 30, 1998:      $5,904.40  per month
    Dec 1,  1998 thru Nov 30, 1999:      $6,108.00  per month
    Dec 1,  1999 thru Nov 30, 2000:      $6,311.60  per month
    Dec 1,  2000 thru Nov 30, 2001:      $6,515.20  per month
    Dec 1,  2001 thru Nov 30, 2002:      $6,718.80  per month

Additional rent may be due and payable during the term hereof and any extension
period pursuant to Subsections 4.2, 5.1, 5.2, 8.2, 8.4, and 8.5.

     1.7. Services/Operating Expenses:

     1.7.1. Building Services. Lessor shall provide the normal utility service
connections to the Building. Lessee shall pay the cost of all utility services,
including, but not limited to, initial connection charges, all charges for gas,
electricity, water, sanitary and storm sewer service, and for all electrical
lights. However, in a multi-occupancy building, Lessor may provide water to the
Leased Premises, in which case Lessee agrees to pay to Lessor its pro rata share
of the cost of such water.

     1.7.2. Theft or Burglary. Lessor shall not he liable to Lessee for losses
to Lessee's property or personal injury caused by criminal acts or entry by
unauthorized persons into the Leased Premises or the Building.

     1.7.2. Operating Expenses. In the event Lessor's operating expenses for the
Building and/or project of which the Leased Premises are a part shall, in any
calendar year during the term of this Lease, exceed the sum of BASE YEAR 1998,
Lessee agrees to pay as additional rent Lessee's pro rata share of such excess
operating expenses. Lessor may invoice Lessee monthly for Lessee's pro rata
share of the estimated operating expenses for each calendar year, which amount
shall be adjusted each year based upon anticipated operating expenses. Within
nine months following the close of each calendar year, Lessor shall provide
Lessee an accounting showing in reasonable detail all computations of additional
rent due under this section. In the event the accounting shows that the total of
the monthly payments made by Lessee exceeds the amount of additional rent due by
Lessee under this section, the accounting shall be accompanied by a refund. In
the event the accounting shows that the total of the monthly payments made by
Lessee is less than the amount of additional rent due by Lessee under this
section, the accounting shall be accompanied by an invoice for the additional
rent. Notwithstanding any other provision in this Lease, during the year in
which the Lease terminates, Lessor, prior to the termination date, shall have
the option to invoice Lessee for Lessee's pro rata share of the excess operating
expenses based upon the previous year's operating expenses. If this Lease shall
terminate on a day other than the last day of a calendar year, the amount of any
additional rent payable by lessee applicable to the year in which such
termination shall occur shall be prorated on the ratio that the number of days
from the commencement of the calendar year to and including the termination date
bears to 365. Lessee shall have the right, at its own expense and within a
reasonable time, to audit Lessor's books relevant to the additional rent payable
under this section. Lessee

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agrees to pay any additional rent due under this section within thirty (30) days
following receipt of the invoice or accounting showing additional rent due. If
the additional rent due exceeds $4,500.00, Lessee may pay such amount in two
equal payments with the first such payment being due within thirty (30) days
after receipt of invoice and the second payment due thirty (30) days thereafter.

     1.7.4. Definition of Operating Expenses. The term "Operating Expenses"
includes all expenses incurred by Lessor with respect to the maintenance and
operation of the building of which the Leased Premises are a part, excluding
exterior walls and structural foundation, however, including, but not limited
to, the following: maintenance, repair and replacement costs; security;
management fees, wages and benefit, payable to employees of Lessor whose duties
are directly connected with the operation and maintenance of the Building; all
services, utilities, supplies, repairs, replacements or other expenses for
maintaining and operating the common parking and plaza areas; the cost,
including interest, amortized over its useful life, of any capital improvement
made to the Building by Lessor after the date of this Lease which is required
under any governmental law or regulation that was not applicable to the Building
at the tine it was constructed; the cost, including interest, amortized over its
useful life, of installation of any device or other equipment which improves the
operating efficiency of any system within the Leased Premises and thereby
reduces Operating Expenses; all other expenses which would generally be regarded
as operating and maintenance expenses which would reasonably be amortized over a
period not to exceed five years, all real property taxes and installments of
special assessments, including dues and assessments by means of deed
restrictions and/or owners' associations which accrue against the building of
which the Leased Premises are a part during the term of this Lease; and all
insurance premiums Lessor is required to pay or deems necessary to pay,
including public liability insurance, with respect to the Building. The term
Operating Expenses does not include the following: repairs, restoration or other
work occasioned by fire, wind, the elements or other casualty; income and
franchise taxes of Lessor; expenses incurred in leasing to or procuring Lessees,
leasing commissions, advertising expenses and expenses for the renovating of
space for new Lessees; interest or principal payments on any mortgage or other
indebtedness of Lessor; compensation paid to any employee of Lessor above the
grade of property manager; any depreciation allowance or expense; or operating
expenses which are the responsibility of Lessee.

     1.8. Permitted Use: GENERAL OFFICE AND WAREHOUSE STORAGE USE.

                          SECTION 2. SECURITY DEPOSIT:

     On the date of execution of this Lease by Lessee, LESSOR ACKNOWLEDGES THAT
LESSER HAS ESCROWED A SECURITY DEPOSIT IN THE AMOUNT OF $6.000.00 to be held for
the performance by Lessee of Lessee's covenants and obligations under this
Lease, it being expressly understood that the deposit shall not be considered an
advance payment of rental or a measure of Lessor's damage in case of default by
Lessee. Upon the occurrence of any event of default by Lessee or breach by
Lessee of Lessee's covenants under this Lease, Lessor may, from time to time,
without prejudice to any other remedy, use the security deposit to the extent
necessary to make good any arrears of rent and/or any damage, injury, expense or
liability caused to Lessor by the event of default or breach of covenant, with
any remaining balance of the security deposit to be returned by Lessor to Lessee
upon termination of this Lease. See Section 33 for additional security deposit
requirements.

                           SECTION 3. GRANTING CLAUSE:

     In consideration of the obligation of Lessee to pay rent as herein provided
and in consideration of the rents, terms, provisions, and covenants hereof,
Lessor hereby leases, lets and demises to Lessee, and Lessee hereby takes from
Lessor the Leased Premises as described in Subsection 1.4 to have and to hold
said Leased Premises for a term commencing on the "Commencement Date" of this
lease and ending on the "Termination Date" as specified in subsection 1.5 all
upon the terms and conditions set forth in this Lease.

                                SECTION 4. RENT:

     4.1. Lessee agrees to pay the base and any additional rent specified in
Subsection 1.6 to Lessor at the address (payments and notices) specified in
Subsection 1.2 in legal tender of the United States of America, without demand
and except as expressly provided herein, without abatement, offset, counterclaim
or deduction. One monthly installment of rent shall be due and payable on the
date of execution of this Lease by Lessee for the first month's rent and a like
monthly installment shall be due and payable on/or before the first day of each
calendar month succeeding the "Commencement Date" or Completion Date" during the
demised term, provided, that if the "Commencement Date" or "Completion Date"
should be a date other than the first day of a calendar month, the monthly base
rental set forth above shall be prorated to the end of that calendar month and
all succeeding installments of base rent shall be payable in advance on/or
before the first day of each succeeding calendar month during the demised term.
Similarly, if the termination date should be a date other than the final date of
a calendar month, the monthly base rental shall be prorated to the end of the
term of the Lease.

     4.2. Other remedies for nonpayment of rent notwithstanding if the monthly
rental payment is not received by Lessor on or before the fifth day of the month
for which rent is due, or if any other payment due Lessor by Lessee is not

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received by Lessor on or before the fifth day of the month next following the
month in which Lessee was invoiced, a service charge of six (6%) percent of such
past due amount shall become due and payable in addition to such amounts owed
under this Lease. Said service charge in any case shall not be less than $25.00
if assessed. Lessee agrees to pay such an amount as liquidated damages to cover
the additional costs of collecting and processing such late payment.

                       SECTION 5. SERVICES AND UTILITIES:

     5.1. Lessor or Lessee (as specified in Section 1.7) shall be responsible
for paying service /operating expenses, including connection and/or inspection
charges, if any, associated with the Leased Premises. Lessor shall provide the
normal utility service connection points to the Leased Premises, Lessee shall
pay for all telephone charges, connections, and installation fees and for all
electric light lamps or tubes used as part of the Leased Premises.

     5.2. Lessee shall pay all costs caused by Lessee introducing excessive
pollutants into the sanitary and/or storm sewer system, including permits, fees
and charges levied by any governmental subdivision for any pollutants or solids
other than ordinary human waste. Lessee shall be responsible for the
installation and maintenance of any dilution tanks, holding tanks, settling
tanks, sewer sampling devices, sandtraps, grease traps or similar devices as may
be required by the governmental subdivision for Lessee's use of the sanitary
and/or stone sewer system. If the Leased Premises are in a multi-occupancy
building, Lessee shall pay all surcharges levied or other charges due to
Lessee's use or waste of natural gas, potable water, sanitary sewer or waste
removal services insofar as such surcharges or waste of such services effect
Lessor or other Lessees in the Building. Lessee shall pay all charges for pest
control and extermination and for garbage and trash pick-up services. Lessor
shall not be required to pay for any services supplies or upkeep in connection
with the Leased Promises unless expressly provided for in this section 5.

     5.3. Lessor shall not be liable in damages or otherwise for failure,
stoppage or interruption of any such service, nor shall the same be construed as
an eviction of Lessee, work an abatement of rent, or relieve Lessee from the
operation of any covenant or agreement; but in the event of any failure,
stoppage or interruption thereof, Lessor shall use reasonable diligence to
resume service promptly. The work of Building maintenance shall not be hindered
by Lessee.

                           SECTION 6. USE OF PREMISES:

     6.1. Lessee warrants and represents to Lessor that the Leased Premises
shall be used and occupied only for the purposes specified in Section 1.8.
Lessee shall occupy the Leased Premises, conduct its business and control its
agent, employees, invitees and visitors in such a way as is lawful, reputable
and will not create any nuisance as determined by Lessor or otherwise interfere
with, annoy or disturb any other Lessee in its normal business operations or
Lessor in its management of the Building.

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

     6.3. Lessee, upon payment of the required rents and performing the terms,
conditions, covenants and agreements contained in this Lease, shall peaceably
and quietly have, hold and enjoy the Leased Premises during the full term of
this Lease as well as any extension or renewal thereof.

     6.4 Lessee shall not be entitled to exclusive use of specific parking
spaces but shall be entitled to park in common areas designated by Lessor with
other Lessees of Lessor. Lessee agrees not overburden the parking facilities and
specifically not to park or store motor vehicles or other equipment on such
parking facilities for uninterrupted periods of time in all events not to exceed
ten (10) days, and further agrees to cooperate with Lessor and other Lessees in
the use of parking facilities, consenting to the relocation by Lessor of any
such parked or stored motor vehicles or equipment to maintain the safe and
efficient operation and favorable appearance of the Project. Lessor reserves the
right in its absolute discretion to determine whether parking facilities are
becoming crowded and, in such event, to allocate parking spaces among Lessee and
other Lessees.

     6.5. Lessee agrees to exonerate, and indemnify, pay and protect, defend
(with counsel reasonably approved by Lessor), and save Lessor and the directors,
officers, shareholders, employees, and agents of the Lessor harmless from and
against any claims (including without limitation, third party claims for
personal injury or real or personal property damage), actions, administrative
proceedings (including informal proceedings), judgments, damages, punitive
damages, penalties, fines, costs, liabilities (including sums paid in settlement
claims) interest, or losses, including reasonable attorneys' fees and expenses
(including, without

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limitation, any such fees and expenses incurred in enforcing this Lease or
collecting any sums due hereunder), consultant fees, and expert fees, together
with all other costs and expenses of any kind or nature (collectively, the
"Costs") that arise directly or indirectly from or in connection with the
presence, suspected presence, release, or suspected release of any Hazardous
Material, as hereinafter defined in Subsection 6.6, in or into the air, soil,
ground water, or surface water at, on, about, under, or within the Leased
premises, or any portion thereof, or elsewhere in connection with the
transportation of Hazardous Materials to or from the Leased Premises. The
indemnification provided in this Subsection 6.5 shall specifically apply to and
include claims or actions brought by or on behalf of employees of Lessee. In the
event Lessor shall suffer or incur any such Costs, Lessee shall pay to Lessor
the total of all such Costs suffered or incurred by Lessor upon demand thereof
by Lesser. Without limiting the generality of the foregoing, the indemnification
provided in this Subsection 6.3 shall specifically cover Costs, including
capital, operating, and maintenance costs, incurred in connection with any
investigation or monitoring of site conditions, any clean-up, containment,
remedial, removal, or restoration work required or performed by any federal,
state, or local governmental agency or political subdivision or performed by any
non governmental entity or person because of the presence, suspected presence,
release, or suspected release of any Hazardous Material in or into the air,
soil, ground water, or surface water at, on, about, under, or within the Leased
Premises (or any portion thereof), or elsewhere in connection with the
transportation of Hazardous Materials to or from the Leased Premises and any
claims of third parties for loss or damage due to such Hazardous Material.

     6.6. As used in this Lease, the term "Hazardous Materials" means any
hazardous or toxic substances, materials or wastes, including, but not limited
to, those substances, materials, and wastes listed in the United States
Department of Transportation Hazardous Materials Table (49 C.F.R. ss. 172.101)
or by the Environmental Protection Agency as hazardous substances (40 C.F.R.
Part 302) and amendments thereto, or such substances, materials, and wastes
which are or become regulated under any applicable local, state, or federal law
including, without limitation, any material, waste or substance which is: (i)
petroleum; (ii) asbestos, (iii) polychlorinated biphenyl; (iv) defined as
"hazardous waste," "extremely hazardous waste," or "restricted hazardous waste";
(v) designated as "hazardous substance" pursuant to section 311 of the Clean
Water Act, 33 U.S.C. ss. 1251 et seq. (33 U.S.C. ss. 1321) or listed pursuant to
section 307 of the Clean Water Act (33 U.S.C. ss. 1317); (vi) defined as
"hazardous waste" pursuant to section 1004 of the Resource Conservation and
Recovery Act, 42 U.S.C. ss. 6901 et seq. (42 U.S.C. ss. 6903); or (vii) defined
as a "hazardous substance" pursuant to section 101 of the Comprehensive
Environmental Response, Compensation, and Liability Act, 42 U.S.C. ss. 9601 et
seq. (42 U.S.C. ss. 9601).

                SECTION 7. INSURANCE AND PERSONAL PROPERTY TAXES:

     7.1. Lessee shall not permit the Leased Premises to be used in any way
which would in the opinion of Lessor, be extra hazardous on account of fire or
otherwise which would in any way increase or render void the fire and extended
coverage insurance on leasehold improvements, contents in the Building belonging
to other Lessees in the Building, or the Building. If at any time during the
term of this Lease the State Board of Insurance or other insurance authority
imposes an additional penalty or surcharge in Lessor's insurance premiums
because of Lessee's original or subsequent placement or use of storage rack or
bins, method of storage or nature of Lessee's inventory or any other act of
Lessee, Lessee agrees to pay as additional rental the increase in Lessor's
insurance premiums.

     7.2. Lessee shall, at its expense, maintain a policy or policies of
comprehensive general liability insurance with the annual premiums thereof fully
paid in advance, issued by and binding upon an insurance company having a rating
of A or better by Best's Rating Guide or other comparable service, such
insurance to afford minimum such protection of not less than five hundred
thousand and no/100 dollars ($500,000.00) in respect to bodily injury or death
to any one person, and of not less than five hundred thousand and no/100 dollars
($500,000.00) in respect to any one occurrence, and of not less than one million
and no/100 dollars ($1,000,000.00) for property damage and the Lessor shall be
named as additional insured thereon and a certified copy of such policy shall be
provided or furnished to Lessor by Lessee. All renewals of each such policy
shall be delivered to Lessor not less than thirty (30) days prior to the
expiration of each such polity.

     7.3. Lessor shall at all times during the terms of this Lease, at its
expense, maintain a policy or policies of insurance with the premiums paid in
advance, issued by and binding upon an insurance company having a rating of A or
better by Best's Rating Guide, insuring the Building against loss or damage by
fire, explosion or other hazards and contingencies for the full incurable value,
provided, that Lessor shall not be obligated in any way or manner to insure any
personal property (including, but not limited to, any furniture, machinery.
goods or supplies) of Lessee or which Lessee may have upon or within the Leased
Premises or any fixtures installed by or paid for by Lessee upon or within the
Leased Premises or any additional improvements which Lessee may construct on the
Leased Premises.

     7.4. Lessee shall be liable for all taxes levied against personal property
and trade fixtures placed by Lessee in the Leased Premises. If any such taxes
are levied against Lessor or Lessor's property and if Lessor elects to pay the
same or

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if the assessed value of Lessor's property is increased by inclusion of personal
property and trade fixtures placed by Lessee or in the Leased Premises and
Lessor elects to pay the taxes based on such increase, Lessee shall pay to
Lessor upon demand that part of such taxes for which Lessee is primarily liable
hereunder.

                       SECTION 8. REPAIRS AND MAINTENANCE:

     8.1. Unless otherwise expressly provided herein, Lessor shall not be
required to make any improvements, replacements or repairs of any kind or
character on the Leased Premises during the term of this Lease, except such
repairs as are set forth in this Section 8. Lessor shall maintain only the roof,
foundation, parking area, landscaped areas, and structural soundness of the
exterior walls (excluding all windows, window glass, plate glass, and all doors)
of the Building in good repair and condition except for reasonable wear and
tear.

     8.2. Lessee shall, at its own risk and expense, maintain all other parts of
the Building and other improvements on the Leased Premises in good repair and
condition, including, but not limited to, down spouts, dock bumpers and regular
removal of debris. Lessee shall take good care of all the property and its
fixtures. Lessee shall, at its own cost and expense, repair or replace any
damage or injury to all or any part of the Leased Premises caused by Lessee or
Lessee's agents, employees, invitees or licensees.

     8.3. Lessor shall not be liable to Lessee, except as expressly provided in
this Lease, for any damage or inconvenience, and Lessee shall not be entitled to
any abatement or reduction of rent by reason of any repairs, alterations or
additions made by Lessor under this Lease, except if Lessee is deprived of the
use of the Leased Premises for more than thirty (30) consecutive days.

     8.4. Lessee shall not allow any waste or damage to be committed on any
portion of the Leased Premises, and at the termination of this Lease, by lapse
of time or otherwise, Lessee shall deliver the Leased Premises to Lessor in as
good condition as existed at the Commencement Date or Completion Date of this
lease, ordinary wear and tear, natural deterioration beyond the control of
Lessee, damage by fire, tornado, or other casualty excepted. The cost and
expense of any repairs necessary to restore the condition of the Leased Premises
shall be borne by Lessee, and if Lessor undertakes to restore the Leased
Premises, it shall have a right of reimbursement against Lessee, ordinary wear
and tear excepted.

     8.3. If Lessee fails to promptly make repairs or replacements for which
Lessee is responsible pursuant to the provisions of this Lease Agreement, Lessor
may, at Lessor's option, make the repairs or replacement and any reasonable
costs therefor shall be charged to Lessee as additional rental and shall become
payable by Lessee with the payment of the rental next due hereunder.

     8.6. All requests for repairs or maintenance that are the responsibility of
Lessor pursuant to any provision of this Lease must be made in writing to Lessor
at the address set forth in Subsection 1.2 (payments & notices).

                    SECTION 9. IMPROVEMENTS AND ALTERATIONS:

     9.1. If construction is to be done by Lessor to the Leased Premises prior
to Lessee's occupancy, Lessor will, at its expense, commence and/or complete the
construction of the improvements constituting the Leased Premises, including
partitions, in accordance with the floor plan and its specifications agreed to
by the patties and made a part of this Lease by reference. The floor plan shall
be approved and signed by the parties prior to the commencement of construction.
Upon completion of the Building and other improvements in accordance with the
plans and specifications, Lessee agrees to accept delivery of the Leased
Premises and to execute and deliver to Lessor a letter accepting delivery of the
Leased Premises.

     9.2. Lessee shall not make or allow to be made any alterations or physical
additions in or to the Leased Premises without first obtaining the written
consent of Lessor, such consent to be given or withheld in its sole absolute
discretion. Any alterations, physical additions or improvements to the Leased
Premises made by Lessee shall at once become the property of Lessor and shall be
surrendered to Lessor upon the termination of this Lease. Lessor, at its option,
may require Lessee to remove any physical additions and/or repair any
alterations in order to restore the Leased Premises to the condition existing
prior to the time Lessee took possession, all costs of removal and/or
alterations to be borne by Lessee. This clause shall not apply to moveable
equipment or furniture owned by Lessee which may be removed by Lessee at the end
of the term of this Lease if Lessee is not then in default and if such equipment
and furniture is not them subject to any other rights, liens and interests of
Lessor.

                            SECTION 10. CONDEMNATION:

     10.1. If more than twenty percent (20%) of the Leased Premises should be
taken for any public or quasi-public use, by right of eminent domain or
otherwise, or should be sold in lieu of condemnation, then either Lessor or
Lessee shall have the right, at its option, to terminate this Lease as of the
date when physical possession of the Leased Premises is taken by the condemning
authority. If 20% or less of the Leased Premises is so taken or sold or if the
Lease is not terminated upon any taking or sale of greater than 20% of the
Leased Premises, the Rent payable hereunder shall be abated in proportion to the
portion of the Leased premises which are rendered unleasable by such
condemnation.

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     10.2. All damages awarded for a taking by condemnation of a whole or a part
of the Leased Premises shall belong to Lessor, whether such damages are awarded
as compensation for the diminution in value to the leasehold or to the fee of
the Leased Premises; provided however, that Lessor shall not be entitled to an
award made for depreciation to, and the cost of removal of, Lessee's stock and
fixtures, if a proper judicial authority makes a separate award for such items
to Lessee.

                         SECTION 11. FIRE AND CASUALTY:

     11.1. The parties hereto mutually agree that if the Leased Premises are
partially or totally destroyed by fire or other casualty covered by the fire and
extended coverage insurance to be carried by Lessor under the terms hereof, then
Lessor may after thirty (30) days' written notice by Lessee, at its option,
repair and restore the Leased Premises, as soon as it is reasonably practicable,
to substantially the same condition in which the Leased Premises were before
such damage, or it may terminate the Lease, provided, however, that in the event
the Leased Premises are completely destroyed or so badly damaged that repairs
cannot be commenced within thirty (30) days and completed within ninety (90)
days thereafter, then this Lease shall be terminable as of the date of the
occurrence of the damage or destruction by either party thereto serving written
notice upon the other; and provided further, that in any event if repairs have
not been commenced within thirty (30) days from the date of said damage and
thereafter completed within a reasonable time, in no case to exceed one hundred
eighty (180) days, this Lease may be immediately terminated by Lessee as of the
date of occurrence of the damage or destruction, by serving notice upon the
Lessor.

     11.2. In the event the Leased Premises are completely destroyed or so
damaged by fire or other casualty covered by the fire and extended coverage
insurance to be carried by Lessor under the terms hereof that it cannot
reasonably be used by Lessee for the purposes herein provided and this Lease is
not terminated as above provided, then there shall be a total abatement of rent
until said premises are usable, In the event the Leased Premises are partially
destroyed or damaged by fire or other hazard herein provided, then there shall
be a partial abatement in the rent corresponding to the time and extent which
such premises cannot be used by Lessee.

                       SECTION 12. WAIVER OF SUBROGATION:

     Anything in this Lease to the contrary notwithstanding, Lessor and Lessee
hereby mutually release each other from any and all liability or responsibility
to it or anyone claiming through or under it by way of subrogation or otherwise,
for any loss or damage caused by fire, lightning, or any of the extended
coverage casualties, even if such fire or other casualty shall have been caused
by the fault or negligence of such party or anyone for whom such party may be
responsible. Because this paragraph will preclude the assignment of any claim
mentioned in it by way of subrogation (or otherwise) to am insurance company (or
any other person) each party to this Lease agrees immediately to give to each
insurance company which has issued to it policies of fire and extended coverage
insurance, written notice of the terms of the mutual waivers contained in this
paragraph and to have the insurance policies properly endorsed, if necessary, to
prevent the invalidation of the insurance coverage by reason of the mutual
waivers contained in this paragraph.

                           SECTION 13. HOLD HARMLESS:

     Lessor shall not be liable to Lessee's employees, agents, invitees,
licensees or visitors, or to any other person, for any injury to person or
damage to property on or about the Leased Premises caused by the negligence or
misconduct of Lessee, its agents, servants or employees, or of any other person
entering upon the Leased Premises under express or implied invitation by Lessee,
or other Lessees of part of all of the remainder of the Building, or caused by
the Building and improvements located on the Leased Premises becoming out of
repair, or caused by leakage of gas, oil, water, or steam or by electricity
emanating from the Leased Premises. Lessee agrees to indemnify and hold harmless
Lessor of and from any loss, attorneys' fees, expenses or claims arising out of
any such damage or injury. Any liability insurance which may be carried by
Lessor or Lessee with respect to the Leased Premises shall be for the sole
benefit of the party carrying the insurance and under its sole control.

     Lessee shall not be liable to Lessor's employees, agents, invitees,
licensees or visitors, or to any other person, for any injury to person or
damage to property on or about the Leased Premises caused by the negligence or
misconduct of Lessor, its agents, servants or employees, or of any other person
entering upon the Leased Premises under express or implied invitation by Lessor,
or other Lessors of part of all of the remainder of the Building, or caused by
the Building and improvements located on the Leased Premises becoming out of
repair, or caused by leakage of gas, oil, water, or steam or by electricity
emanating from the Leased Premises. Lessor agrees to indemnify and hold harmless
Lessee of and from any loss, attorneys' fees, expenses or claims arising out of
any such damage or injury. Any liability insurance which may be carried by
Lessee or Lessor with respect to the Leased Premises shall be for the sole
benefit of the party carrying the insurance and under its sole control.

                      SECTION 14. LESSOR'S RIGHT OF ENTRY:

                                        6
<PAGE>


     Lessor, its officers, agents and representatives, subject to any security
regulations imposed by any governmental authority, shall have the right to enter
all parts of the Leased Premises at all reasonable hours, to inspect, clean,
make repairs, alterations and additions to the Building or Leased Premises which
it may deem necessary or desirable or to provide any service which it is
obligated to furnish to Lessee and Lessee shall not be entitled to any abatement
or reduction of rent by reason thereof.

                       SECTION 15. ASSIGNMENT OR SUBLEASE:

     Lessor shall have the right to transfer and assign, in whole or in part,
its rights and obligations in the Building and property that are the subject of
this Lease. Lessee shall not assign this Lease, or allow it to be assigned, in
whole or in part by operation of law or otherwise, or mortgage or pledge the
same, or sublet the Leased Premises, or any part thereof, without the prior
written consent of Lessor, such consent not to be unreasonably withhold if
Permitted Use remains the same, and in no event shall any such assignment or
sublease ever release Lessee from any obligation or liability hereunder. No
assignee or Sublessee of the Leased Premises or any portion thereof may assign
or sublet the Leased Premises or any portion thereof. Lessor shall have the
option, upon receipt from Lessee of written request for Lessor's consent to
subletting or assignment, to cancel this Lease as of the date the requested
subletting or assignment is to be effective. The option shall be exercised, if
at all, within thirty (30) days following Lessor's receipt of written notice by
delivery to Lessee of written notice of Lessor's intention to exercise the
option. Upon the occurrence of any "event of default" as defined below, if all
or any part of the Leased Premises are then assigned or sublet, Lessor, in
addition to any other remedies provided by this Lease or provided by law, may,
at its option, collect directly from the assignee or subLessee all rents
becoming due to Lessee by reason of the assignment or sublease and Lessor shall
have a security interest in all properties on the Leased Premises to secure
payment of such sums. Any collection directly by Lessor from the assignee or
subLessee shall not be construed to constitute a release of Lessee from the
further performance of its obligations under this Lease.

                             SECTION 16. LANDLORD'S LIEN:

                         This section has been stricken

                   SECTION 17. DEFAULT BY LESSEE AND REMEDIES:

     17.1. Any of the following shall be, deemed to be events of default by
Lessee under this Lease:

     17.1.1. Lessee shall fail to pay when due any installment of rent or any
other payment required pursuant to this Lease, and the failure is not cured
within five (5) days after written notice from Lessor to Lessee.

     17.1.2. Lessee shall abandon any substantial portion of the Leased
Premises. Should Lessee vacate the office area, and continue to occupy and do
business in the warehouse area while paying the stated rant, such occurrence
shall not constitute abandonment.

     17.1.3. Lessee shall fail to comply with any term, provision or covenant of
this Lease, other than the payment of rent, and the failure is not cured within
fifteen (15) days after written notice from Lessor to Lessee. (except for a
default caused by the nonpayment of rent as set forth in Section 4 hereof, for
which five (5) days' notice is required).

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

     17.1.5. Lessee shall create or permit to be created any lien, encumbrance,
or charge (arising out of any work done or materials or supplies furnished by
any contractor, mechanic, laborer, or material man, or any mortgage, conditional
sale, security agreement, or chattel mortgage, or otherwise, by or for Lessee)
which might become a lien, encumbrance, or charge upon the Leased Premises or
any part

                                        7


<PAGE>



thereof, or the income therefrom. If Lessee is in default under this Subsection
17.1.5, all costs and expenses, including attorney's fees, incurred by Lessor in
connection therewith, shall constitute Rent under this Lease, which Lessee shall
pay to Lessor upon demand. Nothing herein contained shall obligate Lessee to pay
or discharge any lien created by Lessor.

     17.2. Upon the occurrence of any event of default as set forth herein,
Lessor may treat the occurrence of such event of default as a breach of this
Lease, and in addition to any and all other rights or remedies of Lessor
provided in this Lease or by law or in equity, Lessor shall have the right, at
Lessor's option, and without further notice or demand of any kind to Lessee or
to any other person, to take one or more of the following actions, it being
agreed that Lessor's remedies shall be cumulative and not exclusive of each
other:

     (A) Terminate this Lease or terminate Lessee's right to possession by
giving Lessee written notice, in which event, Lessor shall be entitled to
recover forthwith as damages a sum of money equal to:

         (i) The total rent and other amounts due and unpaid at the time of
termination plus interest thereon at the maximum non usurious rate permitted by
law, or if applicable law does not provide a maximum non usurious rate, then at
an annual rate equal to the Prime Rate (herein, the interest rate in effect from
time to time, described as the base rate on corporate loans at large U.S. money
center commercial banks as published by The Wall Street Journal, the "Prime
Rate") as it varies, plus two percentage points based upon a 365 day year, from
the date due until the date paid; plus any other amounts necessary to compensate
Lessor for all of the detriment proximately caused by Lessee's failure to
perform its obligations under this Lease, or which in the ordinary course of
things would be likely to result therefrom, including without limitation, the
cost of renovating and reletting the Leased Premises, reasonable attorneys'
fees, any reasonable fees paid to a collection agency for the process of
collecting any moneys due to Lessor, real estate commissions and fees, and
expenses or costs incurred in connection with mortgagees or other Lessees as a
result of such termination; and

         (ii) A sum equal to the amount of the then cash value of the total rent
and all other amounts that Lessee would have been required to pay under the
provisions of this Lease for the period which otherwise would have been the
unexpired portion of the term (such cash value, if and only if required by
applicable law, reduced by the then cash value of the fair and reasonable rental
value of the Leased Premises for the same period). The "fair and reasonable
rental value of the Leased Premise" shall be determined on the basis of a Lessee
paying not only a return to a landlord for the use and occupation of the Leased
Premises, but also other moneys, costs, charges, and expenses as are required to
be paid by Lessee under the terms of this Lease. The Term "then cash value"
means the amount in question discounted at the rate of twelve percent (12%) per
annum to present worth.

     (B) Terminate Lessee's right of possession and retake possession of the
Leased Premises from Lessee by summary proceedings or otherwise, and it is
agreed that the commencement and prosecution of any action by Lessor in forcible
entry and detainer, ejectment or otherwise, or any execution of any judgment or
decree obtained in any action to recover possession of the Leased Premises,
shall not be construed as an election to terminate this Lease, whether such
re-entry is had or taken under summary proceedings or otherwise, and shall not
be deemed to have discharged Lessee from any of its obligations for the
remainder of the Term. Lessee shall, notwithstanding any such re-entry, continue
to be liable for the payment of all Rent and other amounts due hereunder, and
the performance of the covenants and agreements to be performed by Lessee under
this Lease. In the event Lessor retakes possession of the Leased Premises,
Lessor shall have the right, but not the duty, to relet the Leased Premises to
some other person, firm or corporation (whether for a term greater or less than,
or equal to the unexpired portion of the Term; whether the space so relet
includes more or less square footage of leasable area than the Leased Premises;
or whether the character and/or use of the Leased Premises is changed, upon such
terms and conditions and for such rental as the Lessor may deem proper in the
exercise of its reasonable business judgment. Thereafter all of the rentals and
other charges received by Lessor for such reletting shall be applied in the
following order: (i) to the payment of any indebtedness other then rent due
hereunder from Lessee to Lessor; (ii) to the payment of any and all costs of
such reletting, (iii) to the payment of the cost of any alternations and/or
repairs to the Leased Premises, (iv) the residue, if any, shall be held by
Lessor and applied in payment of future rent and other amounts as the same may
become due and payable hereunder. If the rentals received during any month from
such reletting are insufficient, following the specified application thereof, to
cover the rent and other amounts payable by Lessee during such month, then
Lessee shall pay any deficiency to Lessor, which deficiency shall be calculated
and paid monthly. Lessee shall have no right to any excess rentals received from
such reletting but shall receive credit therefor pursuant to Subsection 17.2 (B)
(vi). Lessee also shall pay to Lessor, as soon as ascertained, any costs and
expenses, including but not limited to brokerage commissions and attorneys' fees
and fees paid to collection agencies, incurred by Lessor in such reletting, or
in making such alterations and repairs not covered by the rentals received from
such reletting. In the event Lessor retakes possession of the Leased Premises,
Lesser shall have the right, but not the duty, to remove therefrom any or all
part of the personal property located therein, and may place the same in storage
at a public warehouse at the expense and risk of the owner or owners thereof. If
Lessor elects to exercise the remedy prescribed in this paragraph(s), this
election shall in no way prejudice Lessor's right at any time

                                        8
<PAGE>


thereafter to cancel said election in favor of the remedy prescribed in
Subsection 17.2 (A).

     (C) File suit from time to time to recover any sums due or falling due
under this Lease.

     (D) Alter locks or other security devices at the Leased Premises, and
Lessor shall not be required to make a key available to altered locks or
security devices but Lessor may permit access to the Leased Premises during
Lessor's regular business hours. No alteration of locks or other security
devices and no removal or other exercise of dominion by Lessor over the property
of Lessee or others at the Leased Premises shall be deemed unauthorized or
constitute a conversion, Lessee hereby consenting, after an event of default, to
the aforesaid exercise of dominion over Lessee's property within the Leased
Premises. All claims for damages by reason of such reentry or repossession 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, unless such
damage is caused by Lessor's gross negligence. Lessee agrees that any reentry by
Lessor may be pursuant to judgment obtained in forcible detainer proceedings or
other legal proceedings, as Lessor may elect. Lessee acknowledges that Lessor
may require full payment of all sums then due to Lessor under this Lease as a
condition to Lessee's entitlement to a key to new or altered locks that Lessor
may have placed on the Leased Premises after an event of default.

     It is hereby expressly stipulated by Lessor and Lessee that any of the
foregoing actions (B) through (D) will not affect the obligations of the Lessee
for the unexpired Term, including, but not limited to, the obligation for
unaccrued rent and other amounts due.

     12.3. All remedies herein given Lessor, including all those not set forth
provide by law or in equity, including specific injunctive relief, shall be
cumulative, and the exercise of one or more of such remedies by Lessor shall not
exclude the exercise of any other consistent remedy, nor shall any waiver by
Lessor, express or implied, of any breach of any term, covenant or condition
hereof be deemed a waiver of such term, covenant or condition hereof. Acceptance
of rent by Lessor from Lessee or any assignee, sub-Lessee or other successor in
interest to Lessee, with or without notice, shall never be construed as a waiver
of any breach of any term, condition or covenant of this Lease. Failure of
Lessor to declare any default at any time and take such action as may be
authorized hereunder, in law or equity, or otherwise shall never be construed as
a waiver of any condition or covenant of this Lease.

                           SECTION 18. FORCE MAJEURE:

     Lessor shall not be required to perform any covenant or obligation in this
Lease, or be liable in damages to Lessee, so long as the performance or
non-performance of the covenant or obligation is delayed, caused by or prevented
by an act of God or force majeure. An "act of God" or "force majeure" is defined
for purpose of this Lease as strikes, lockouts, sit-downs, material or labor
restrictions by any governmental authority, riots, floods, washouts, explosions,
earthquakes, fire, storms, acts of the public enemy, wars, insurrections and any
other cause not reasonably within the control of Lessor and which by the
exercise of due diligence Lessor is unable, wholly or in part, to prevent or
overcome.

                            SECTION 19. HOLDING OVER:

     In the event of holding over by Lessee after the expiration or termination
of this Lease, such hold over shall be as a Lessee at will and all of the terms
and provisions of this Lease shall be applicable during such period, except that
Lessee shall pay Lessor as rental for the period of such hold over an amount
equal to one end one-half the rent which would have been payable by Lessee had
such hold over period been a part of the original term of this Lease, and Lessee
will vacate said premises and deliver the same to Lessor upon Lessee's receipt
of notice from Lessor to vacate said premises. The rental payable during such
hold over period shall be payable to Lessor on demand. Lessee shall provide
Lessor with written notice of Lessee's intent to terminate this Lease 30 days
prior to the expiration or termination of this Lease. If Lessee does not provide
said 30 day notice, Lessee shall be deemed a holdover tenant until such time as
Lessor has received said 30 days written notice and Lessor shall have the right
to charge holdover rent from the date of receipt of notice of termination until
the expiration of 30 days from the date of receipt of said notice. No holding
over by Lessee, whether with or without consent of Lessor, shall operate to
extend this lease except as herein provided.

                                SECTION 20. SIGN:

     No signs of any kind or nature, symbol or identifying mark shall be put on
the Building entrances, parking areas or upon the doors or walls, whether plate
glass or otherwise, of the Leased Premises nor within the Leased Premises so as
to be visible from the public areas or exterior of the Building, without prior
written approval of Lessor. All signs or lettering shall conform in all respects
to the sign and/or lettering criteria established by Lessor. See attached
Protective covenants Item 7 "SIGNS".

                       SECTION 21. SUCCESSORS AND ASSIGNS:


                                        9
<PAGE>


     The Lessor and Lessee agree that all provisions hereof are to be construed
as covenants and agreements as though the words imparting such covenants were
used in each separate paragraph hereof, and that, except as restricted by the
provisions of the section entitled "Assignment or Sublease" hereof, this Lease
agreement and all the covenants herein contained shall be binding upon and inure
to the benefit of Lessor and Lessee and their respective heirs, personal
representatives, successors and assigns. It is hereby covenant and agreed that
should Lessor's interest in the Leased Premises cease to exist for any reason
during the term of the Lease, then notwithstanding the happening of such event,
this Lease nevertheless shall remain unimpaired and in full force and effect and
Lessee hereunder agrees to attorn to the then owner of the Leased Premises.

                        SECTION 22. RIGHTS OF MORTGAGEE:

     Lessee accepts this Lease subject and subordinate to any recorded mortgage,
deed of trust or other lien presently existing upon the Leased Premises. Lessor
is hereby irrevocably vested with full power and authority to subordinate
Lessee's interest under this Lease to any mortgage, deed of trust or other lien
hereafter placed on the Leased Premises, and Lessee agrees upon demand to
execute additional instruments subordinating this Lease as Lessor may require.
If the interest of Lessor under this Lease shall be transferred by reason of
foreclosure or other proceedings for enforcement of any mortgage on the Leased
Premises, Lessee shall be bound to the transferee (sometimes called the
"Purchaser") under the terms, covenants and conditions of this Lease for the
balance of the term remaining and any extensions or renewals, with the same
force and effect as if the Purchaser were Lessor under this Lease and Lessee
agrees to attorn to the Purchaser, including the mortgagee under any such
mortgage if it be the Purchaser, as its Lessor, the attornnent to be effective
and self-operative without the executing of any further instruments upon the
Purchaser succeeding to the interest of Lessor under this Lease. The respective
rights and obligations of Lessee and the Purchaser upon the attornment, to the
extent of the then remaining balance of the term of this Lease, and any
extensions and renewals, shall be and are the same as those set forth in the
Lease.

                       SECTION 23. ESTOPPEL CERTIFICATES:

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

                            SECTION 24. DEFINITIONS:

     These definitions apply to the tens defined as those terms are used
throughout this Lease.

     24.1. "Abandon" means the vacating of all or a substantial portion of the
Leased Premises by Lessee, whether or not Lessee is in default of the rental
payments due under this Lease.

     24.2. The "Commencement Date" shall be the earlier of the date set forth in
Subsection 1.5. or taking possession of the suite by the Lessee. The
"Commencement Date" shall constitute the commencement of this Lease Agreement
for all purposes, whether or not Lessee has actually taken possession.

     24.3. The "Completion Date" shall be the date on which the improvement
erected and to be erected upon the Leased Premises shall have been completed in
accordance with the plans and specifications described in Section 9. Lessor
shall use its best efforts to establish the "Completion Date" as the date set
forth in Subsection l.5. In the event that the improvements have not in fact
been completed as of that date, Lessee shall notify Lessor in writing of its
objections. Lessor shall have a reasonable time after delivery of the notice in
which to take such corrective action as may be necessary, and shall notify
Lessee in writing as soon as it deems such corrective action has been completed
so that the improvements are completed and ready for occupancy. Taking of
possession by Lessee shall be conclusively deemed to establish that the
improvements have been completed and that the Leased Premises are in good and
satisfactory condition, as of the date possession was so taken by Lessee, except
for latent defects, if any.

                              SECTION 25. NOTICES:

     Whenever in this Lease it shall be required or permitted that notice or
demand be given or served by either party to this Lease to or on the other, such
notice or demand shall be given or served and shall not be deemed to have been
given or served unless in writing and delivered personally or forwarded by
Certified or Registered Mail, postage prepaid, addressed as follows:

     25.1. To the Lessor at the address (payment & notices) specified herein in
Subsection 1.2.

     25.2. To the Lessee at the address (billings & notices) specified herein in
Subsection 1.3.


                                       10
<PAGE>


     Such addresses may be changed from time to time by either party before
serving notices as above provided.


                            SECTION 26. SEVERABILITY:

     This Lease Agreement shall be construed in accordance with the laws of the
State of Texas. Venue shall lie in Harris County, Texas. If any clause or
provision of this Lease is illegal, invalid, or unenforceable, under present or
future laws effective during the term hereof, then it is the intention of the
parties hereto that the remainder of this Lease shall not be affected thereby,
and it is also the intention of both parties that in lieu of each clause or
provision that is illegal, invalid or unenforceable, there be added as a part of
this Lease a clause or provision as similar in terms to such illegal, invalid,
or unenforceable clause or provision as may be possible and be legal, valid and
enforceable.


           SECTION 27. ENTIRE AGREEMENT AND LIMITATION OF WARRANTIES:

     It is expressly agreed by Lessee, as a material consideration for the
execution of this Lease, that this Lease, with the specific references to
written extrinsic documents, is the entire agreement of the parties, that there
are, and were, no verbal representations, warranties, understandings,
stipulations, agreements or promises pertaining to this Lease or the expressly
mentioned written extrinsic documents not incorporated in writing in this Lease.
Lessor and Lessee expressly agree that there are and shall be no implied
warranties of merchantability, fitness or of any other kind arising out of this
Lease. Lessee hereby waives any implied warranty by Lessor that the Leased
Premises are suitable for their intended commercial purposes and, further,
acknowledges that the obligations of Lessee under this Lease (including, without
limitation, the obligation of Lessee to pay rent) are independent of any such
implied warranty and are independent of all other covenants and warranties of
Lessor. It is likewise agreed that this Lease may not be altered, waived,
amended or extended except by an instrument in writing, signed by both Lessor
and Lessee. The captions appearing in this Lease are inserted only as a matter
of convenience and in no way define, limit, construe or describe the scope or
intent of such paragraph.


                    SECTION 28. EXTENT OF LESSOR'S LIABILITY:

     Except as otherwise provided in this Lease, Lessor shall be in default
under this Lease if Lessor fails to perform any of its obligations hereunder and
said failure continues for a period of thirty (30) days after written notice
thereof from Lessee to Lessor (unless such failure cannot reasonably be cured
within thirty (30) days and Lessor has commenced to cure said failure within
said thirty (30) days and continues to diligently pursue the curing of same. If
Lessor is in default under this Lease, and if as a consequence of such default,
Lessee recovers a money judgment against Lessor, such judgment shall only be
satisfied out of the proceeds of sale received upon execution of such judgment
and levy thereon against the right, title, and interest of Lessor in the
Building or the Project, as the same may then be encumbered. Lessor shall not be
liable for any deficiency; and in no event shall Lessee have the right to levy
execution against any property of Lessor other than its interest in the building
or the Project.


                              SECTION 29. BROKERS:

     Each party represents and warrants to the other party that it has not dealt
with any realtor, broker or agent in connection with this Lease, except for
Linda Parker for Lessee, and O'Connell Realty Advisors, Inc., for Lessor
(individually and collectively, the "Broker"). Each party shall indemnify and
hold the other party harmless from any cost, expense, loss or liability
(including cost of suit and reasonable attorney's fees) for any compensation,
commission or charges claimed by any other realtor, broker or agent in
connection with this Lease by reason of any act of that party. Lessor shall pay
all fees, charges and commissions owing to the Brokers in connection with this
Lease.

                        SECTION 30. TENANT IMPROVEMENTS:

     See Construction Of Leasehold Improvements Exhibit "B"


                           SECTION 31. HVAC WARRANTY:

     Lesser shall warranty the HVAC for a period of six (6) months from the
Commencement Date of this Lease, provided Lessee fulfills its obligations
regarding the HVAC maintenance and service requirements as specified in Section
32 of this Lease Agreement. Lesser reserves the right to use a contractor of its
choice to perform any and all repairs to said HVAC system.

             SECTION 32. HVAC MAINTENANCE AND SERVICE REQUIREMENTS:

     The service contract must become effective within thirty (30) days of the
date of occupancy of the facility and must be performed on at least a
semi-annual

                                       11


<PAGE>



basis. Please be sure that your contractor includes the following items in your
maintenance contract:

           1.     Adjust belt tension;
           2.     Lubricate all moving parts, as necessary;
           3.     Inspect and adjust all temperature and safety controls;
           4.     Check refrigeration system for leaks and operation;
           5.     Check refrigeration system for moisture;
           6.     Inspect compressor oil level and crank heater;
           7.     Check space conditions;
           8.     Check condensate drains and drain pans and clean, if necessary
           9.     Inspect and adjust damper;
           10.    Check and adjust dampers;
           11.    Run machine through complete cycle.
           12.    Replace filters on a monthly basis.

                         SECTION 33. SPECIAL PROVISIONS

     Lessor, at Lessor's expense, shall modify the south gate entrance to give
Lessee 24 hour access to the Leased Premises. Lessee shall have identification
on the Key Pad Directory. In the event Lessee's delivery trucks are unable to
effectively use the South entrance, Lessor and Lessee shall make reasonable
efforts to modify the north gate for truck usage.

                          SECTION 34, LETTER OF CREDIT:

     On or before December 7, 1997. Lessee shall deposit with Lessor a Letter of
Credit in the amount of $25,000.00, from a financial institution acceptable to
Lessor, to be held by Lessor as additional Security Deposit for the Lease. After
the first twelve (12) month anniversary of the Lease Agreement, provided tenant
is not in default under any of the terms or provisions of the Lease Agreement,
the $25.000.00 Letter of Credit may be exchanged for a Letter of Credit in the
amount of $10,000.00. After the eighteenth (18th) month anniversary of the Lease
Agreement, provided tenant is not in default under any of the terms or
provisions of the Lease Agreement, the $10,000.00 Letter of Credit will be
returned to Lessee and no further additional Security Deposit will be required.

     IN WITNESS WHEREOF, the Lessor and Lessee, acting herein by duly authorized
individuals, have caused these presents to be executed in multiple counterparts,
each of which shall have the force and effect of an original, on this day of
December 2, 1997.


     Lessor:       SOUTHWEST BELTWAY LIMITED PARTNERSHIP
                   by: Realty Investors III Limited Liability Company,
                   its sole general partner

     By:           /s/ Patrick J. O'Connell
                   -------------------------------
                   Patrick J. O'Connell, President


     Lessee.:      FRYGLAS, INC.

     By:           /s/ W. Jackson Belt
                   -------------------------------
                   W. Jackson Belt
                   Title: Corporate Secretary
                         -------------------------


EXHIBIT SCHEDULE:
-----------------

Exhibit "A"      Leased Premises
Exhibit "B"      Legal Description
Exhibit "C"      Building Rules And Regulations
Exhibit "D"      Southwest Beltway Signage Requirements
Exhibit "E"      Construction Of Leasehold Improvements
Exhibit "F"      Declaration of Commencement
Exhibit "G"      Acceptance Certificate


                                       12


<PAGE>


Fryglas, Inc.                                        "EXHIBIT "A"

schematic of space here



<PAGE>

                                   EXHIBIT "B"

LEGAL DESCRIPTION - SOUTHWEST BELTWAY

BEING 9.1354 ACRES OF LAND OUT OF AND A PART OF UNRESTRICTED RESERVE "F",
CORPORATE BUSINESS PARK, A SUBDIVISION RECORDED IN VOLUME 23, PAGE 5 IN THE FORT
BEND COUNTY MAP RECORDS, FORT BEND COUNTY, TEXAS, SAID TRACT ALSO BEING OUT OF
AND A PART OF A REPLAT OF UNRESTRICTED RESERVE "B", CORPORATE BUSINESS PARK, A
SUBDIVISION RECORDED IN VOLUME 22, PAGE 9 IN THE FORT BEND COUNTY MAP RECORDS,
FORT BEND COUNTY, TEXAS, SAID TRACT ALSO BEING IN THE H.J. DEWITT SURVEY,
ABSTRACT NO. 162, STAFFORD, FORT BEND COUNTY, TEXAS, SAID TRACT OF LAND ALSO
BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS:

BEGINNING AT A POINT AT THE INTERSECTION OF THE NORTH BOUNDARY LINE OF RESERVE
"F", CORPORATE BUSINESS PARK, A SUBDIVISION RECORDED IN VOLUME 22, PAGE 9 IN THE
MAP RECORDS OF FORT BEND COUNTY, TEXAS AND THE EXTENSION OF THE CENTERLINE OF
EXCHANGE DRIVE;

THENCE N 89 49' 00" E, ALONG THE NORTH BOUNDARY LINE OF RESERVE "F" OF SAID
CORPORATE BUSINESS PARK, A DISTANCE OF 280.00 FEET TO A 5/8 INCH IRON ROD FOR
CORNER;

THENCE S CO 03' 00" E, A DISTANCE OF 755.07 FEET TO A 5/8 INCH IRON ROD FOR
CORNER;

THENCE S 89 57' 00" W, A DISTANCE OF 250.00 FEET TO A POINT FOR A CORNER, SAID
POINT LYING ON THE EAST RIGHT-OF-WAY LINE OF EXCHANGE DRIVE (6O FEET WIDE);

THENCE 00 03' 00" W, ALONG THE EAST RIGHT-OF-WAY LINE OF EXCHANGE DRIVE (60 FEET
WIDE) A DISTANCE OF 80.00 FEET TO A POINT OF CURVATURE;

THENCE ALONG A CURVE TO THE LEFT HAVING A RADIUS OF 60.00 FEET, A CENTRAL ANGLE
BEING 299 59' 59", AN ARC LENGTH OF 314.15 FEET, A TANGENCY OF 69.29 FEET, SAID
CURVE ALSO HAVING A LONG CHORD BEARING OF S 59 56' 49" W, WITH A DISTANCE OF
60.00 FEET TO A POINT, SAID POINT LYING ON THE WEST RIGHT-OF-WAY LINE OF
EXCHANGE DRIVE (60 FEET WIDE);

THENCE S 00 03' 00" E, ALONG THE WEST RIGHT-OF-WAY LINE OF EXCHANGE DRIVE (60
FEET WIDE), A DISTANCE OF 45.00 FEET TO A POINT FOR A CORNER;

THENCE S 89 57' 00" W, A DISTANCE OF 250.00 FEET TO A POINT FOR A CORNER;

THENCE N 00 03' 00" W, A DISTANCE OF 718.77 FEET TO A 5/8 INCH IRON ROD FOR A
CORNER, SAID IRON ROD LYING ON THE NORTH PROPERTY LINE OF RESERVE "F", CORPORATE
BUSINESS PARK;

THENCE N 89 49' 00" E, ALONG THE NORTH PROPERTY LINE OF RESERVE "F", CORPORATE
BUSINESS PARK, A DISTANCE OF 280.00 FEET TO THE POINT OF BEGINNING AND
CONTAINING 9.1354 ACRES OF LAND, MORE OR LESS;

TOGETHER WITH RIGHTS OF INGRESS AND EGRESS ACROSS THAT CERTAIN CUL-DE-SAC
LOCATED AT THE NORTH END OF EXCHANGE DRIVE, CONSISTING OF 0.2596 ACRES AS
REFLECTED IN PLAT RECORDED IN VOLUME 23, PAGE 5 OF THE MAP RECORDS OF FORT BEND
COUNTY, TEXAS.

                                       14
<PAGE>


                                   EXHIBIT "C"

                         BUILDING RULES AND REGULATIONS


     1. LESSOR AGREES TO FURNISH LESSEE TWO KEYS WITHOUT CHARGE. ADDITIONAL KEYS
WILL BE FURNISHED AT A NOMINAL CHARGE.

     2. LESSEE WILL REFER TO ALL CONTRACTORS, CONTRACTOR' S REPRESENTATIVES AND
INSTALLATION TECHNICIANS, RENDERING ANY SERVICE ON OR TO THE LEASED PREMISES FOR
LESSEE FOR LESSOR'S APPROVAL AND SUPERVISION BEFORE PERFORMANCE OF ANY
CONTRACTUAL SERVICE. THIS PROVISION SHALL APPLY TO ALL WORK PERFORMED IN THE
BUILDING INCLUDING INSTALLATION OF TELEPHONE, TELEGRAPH EQUIPMENT, ELECTRICAL
DEVICES AND ATTACHMENTS AND INSTALLATIONS OF ANY NATURE AFFECTING FLOORS, WALLS,
WOODWORK, TRIM, WINDOWS, CEILINGS, EQUIPMENT OF ANY OTHER PHYSICAL PORTION OF
THE BUILDING.

     3. NO LESSEE SHALL AT ANY TIME OCCUPY ANY PART OF THE BUILDING AS SLEEPING
OR LODGING QUARTERS.

     4. LESSEE SHALL NOT PLACE, INSTALL OR OPERATE ON THE LEASED PREMISES OR IN
ANY PART OF THE BUILDING, ANY ENGINE, STORE OR MACHINERY, OR CONDUCT MECHANICAL
OPERATIONS OR COOK THEREON OR THEREIN, OR PLACE OR USE IN OR ABOUT THE LEASED
PREMISES ANY EXPLOSIVES, GASOLINE, KEROSENE, OIL, ACIDS, CAUSTICS, OR ANY
INFLAMMABLE, EXPLOSIVE, OR HAZARDOUS MATERIAL WITHOUT WRITTEN CONSENT OF LESSOR.

     5. LESSOR WILL NOT BE RESPONSIBLE FOR LOST OR STOLEN PERSONAL PROPERTY,
EQUIPMENT, MONEY OR JEWELRY FROM LESSEE'S AREA OR PUBLIC ROOMS REGARDLESS OF
WHETHER SUCH LOSS OCCURS WHEN AREA IS LOCKED AGAINST ENTRY OR NOT.

     6. NO BIRDS, FOWL OR ANIMALS SHALL BE BROUGHT INTO OR KEPT IN OR ABOUT THE
BUILDING.

     7. EMPLOYEES OF LESSOR SHALL NOT RECEIVE OR CARRY MESSAGES FOR OR TO ANY
LESSEE OR OTHER PERSON, NOR CONTRACT WITH OR RENDER FREE OR PAID SERVICES TO ANY
LESSEE OR LESSEE'S AGENTS, EMPLOYEES OR INVITEES.

     8. LESSOR WILL NOT PERMIT ENTRANCE TO LESSEE'S OFFICES BY USE OF PASS KEY
CONTROLLED BY LESSOR TO ANY PERSON AT ANY TIME WITHOUT WRITTEN PERMISSION BY
LESSEE, EXCEPT EMPLOYEES, CONTRACTORS, OR SERVICE PERSONNEL DIRECTLY SUPERVISED
BY LESSOR.

     9. NONE OF THE ENTRIES, PASSAGES, DOORS, ELEVATORS, HALLWAYS OR STAIRWAYS
SHALL BE BLOCKED OR OBSTRUCTED, OR ANY RUBBISH, LITTER, TRASH, OR MATERIAL OF
ANY NATURE PLACED, EMPTIED OR THROWN INTO THESE AREAS, OR SUCH AREAS, OR SUCH
AREAS TO BE USED AT ANY TIME EXCEPT FOR ACCESS OR EGRESS BY LESSEE, LESSEE'S
AGENTS, EMPLOYEES OR INVITEES.

     10. THE WATER CLOSETS AND OTHER WATER FIXTURES SHALL NOT BE USED FOR ANY
PURPOSE OTHER THAN THOSE FOR WHICH THEY WERE CONSTRUCTED, AND ANY DAMAGE
RESULTING TO THEM FROM MISUSE, OR BY THE DEFACING OR INJURY OF ANY PART OF THE
BUILDING SHALL BE BORNE BY THE PERSON WHO SHALL OCCASION IT. NO PERSON SHALL
WASTE WATER BY INTERFERING WITH THE FAUCETS OR OTHERWISE.

     11. NO PERSON SHALL DISTURB THE OCCUPANTS OF THE BUILDING BY THE USE OF ANY
MUSICAL INSTRUMENTS, THE MAKING OF UNSEEMLY NOISES, OR ANY UNREASONABLE USE.

     12. NOTHING SHALL BE THROWN OUT OF. THE WINDOWS OF THE BUILDING, OR DOWN
THE STAIRWAYS OR OTHER PASSAGES.

     13. THE WASHING OF MOTOR VEHICLES SHALL BE PROHIBITED.

     14. LESSEE AGREES NOT TO OVERBURDEN THE PARKING FACILITIES AND SPECIFICALLY
NOT TO PARK OR STORE MOTOR VEHICLES OR OTHER EQUIPMENT ON SUCH PARKING
FACILITIES FOR UNINTERRUPTED PERIODS OF TIME IN ALL EVENTS NOT TO EXCEED TEN
(10) DAYS, AND FURTHER AGREES TO COOPERATE WITH LESSOR AND OTHER LESSEES IN THE
USE OF PARKING FACILITIES, CONSENTING TO THE RELOCATION BY LESSOR OF ANY SUCH
PARKED OR STORED MOTOR VEHICLES OR EQUIPMENT TO MAINTAIN THE SAFE AND EFFICIENT
OPERATION AND FAVORABLE APPEARANCE OF THE PROJECT.

     IT IS LESSOR'S DESIRE TO MAINTAIN IN THE BUILDING THE HIGHEST STANDARD OF
DIGNITY AND GOOD TASTE CONSISTENT WITH COMFORT AND CONVENIENCE FOR LESSEES. ANY
ACTION OR CONDITION NOT MEETING THIS HIGH STANDARD SHOULD BE REPORTED DIRECTLY
TO LESSOR. YOUR COOPERATION WILL BE MUTUALLY BENEFICIAL AND SINCERELY
APPRECIATED. THE LESSOR RESERVES THE RIGHT TO MAKE SUCH OTHER AND FURTHER
REASONABLE RULES AND REGULATIONS AS IN ITS JUDGMENT MAY FROM TIME TO TIME BE
NEEDFUL, FOR THE SAFETY, CARE AND CLEANLINESS OF THE LEASED PREMISES, AND FOR
THE PRESERVATION OF GOOD ORDER THEREIN.

                                       15


<PAGE>


                               SOUTHWEST BELT WAY
                              PROTECTIVE COVENANTS
                                     "SIGNS"

     SIGNS: All proposed signs, including site information signs, shall be
subject to the approval by Lessor. All signs shall conform to the overall sign
program established by Lessor. Unless otherwise approved in writing by Lessor,
all signs must be attached to a building, parallel to and contiguous with its
wall, and must not project above its roof line. No sign of a flashing or moving
character shall be installed and no sign shall be painted on a building wall.
LESSEE IS TO INSTALL SAID SIGN ON THE NORTHWEST CORNER TILT WALL PANEL OF
BUILDING C. AN ADDITIONAL IDENTIFICATION SIGN OF APPROXIMATELY 1" X 4" IS TO BE
PLACED ABOVE THE DOOR ON THE SOUTHWEST CORNER OF BUILDING C, SUBJECT TO THE
APPROVAL OF LESSOR.


                             SOUTHWEST BELTWAY LEASE

                                   EXHIBIT "D"
                     SOUTHWEST BELTWAY SIGNAGE REQUIREMENTS

Size:                       4' x 8' with 1 1/2" radius edge

Background:                 Ivory

Material:                   Metal

Design:                     Any design/logo or lettering style you
                            choose. Color of lettering of your
                            choice.

Limitations:                Not more than 50% of the sign to be
                            colored any one color other than the
                            background color

Location:                   Northwest corner




                                       16
<PAGE>

                                  EXHIBIT "E"'

                     CONSTRUCTION OF LEASEHOLD IMPROVEMENTS

         1. Preparation of Lessee Plans.

         (a) Lessor shall provide and submit to Lessee for its approval the
Lessee Plans (hereinafter defined) necessary to price and construct the
Leasehold Improvements within the Leased Premises (herein referred to as
"Leasehold improvements") based on the plans prepared by Radian Design.

         (b) "Lessee Plans" means complete sets (at least three prints and one
reproducible copy) of architectural, structural, mechanical, electrical and
plumbing working drawings for any and all Leasehold Improvements (which shall
include such written instructions or specifications as may be necessary to
secure a building permit from the City of Houston and shall show the full
detailed scope of all Leasehold improvements). The Lessee Plans shall be
consistent with and shall conform to the Building plans and specifications and
all applicable laws, regulations, rules, ordinances and codes, which shall be
the obligation of Lessor. The structural, mechanical, electrical and plumbing
portions of the Lessee Plans shall be prepared (at Lessee's expense) by
engineers approved by Lessor, if such plans are necessary.

         (c) The Lessee Plans shall be completed on or before December 5, 1997.
Lessor shall submit the same for Lessee's approval on or prior to December 5,
1997, and Lessee agrees to review the same and respond to Lessor within two (2)
days of the day of receipt thereof.

         (d) If Lessor and Lessee have not agreed on the Lessee Plans by the end
of the two (2) day period as referenced in paragraph (c) above, then Lessor
shall have the right at its option, to terminate this Lease (without waiving any
other rights Lessor may have) and be relieved of any further obligations
hereunder.

         2. Construction of Leasehold Improvements.

         (a) After receipt and approval of Lessee's Plans, Lessor shall
administer the construction of Leasehold improvements in accordance with the
approved construction documents and proposal of Lessor's Contractor; provided,
however, that Lessor shall not be required to install any Leasehold improvements
which do not conform to Building plans and specifications or to any applicable
regulations, laws, ordinances, codes and rules. Such conformity shall be the
obligation of Lessee.

         (b) Lessor shall, at its expense, deliver the Leased Premises to Lessee
in an "As-is" condition without any representations or warranties, expressed or
implied, of any character or kind whatsoever, including, without limitation,
fitness for a particular purpose or tenantability, and without recourse to
Lessor. Lessor shall assign to Lessee (without any warranty express or implied)
any warranties Lessor receives from the contractor with respect to the Leasehold
improvements.

         (c) All Leasehold improvements shall be constructed by Lessor's
Contractor with the exception of telephone and computer equipment and wiring
which may be installed by Lessee subject to the limitations contained herein.
All such equipment furnished and installed by Lessee shall be installed in a
manner which conforms with Lessor's Contractor's schedule, and the work of
installation shall be handled in such a manner as not to interfere with or delay
the work of Lessor's Contractor. No portion of the work to be performed by
Lessor's Contractor shall be dependent upon completion of any work of
construction or installation to be performed by Lessee.

         (d) It is agreed that Lessee may authorize changes (Change Orders) in
the Leasehold improvements, provided that any Changes Orders must meet the
criteria set forth in paragraph 1(b) above, nor act to extend the time for
construction. Lessee shall pay any net increase in cost and any additional
administrative cost recovery fee as a result thereof (including the cost of all
modifications to Leasehold improvements which have theretofore been initiated or
constructed and any modifications required to the base building).

         The Leased Premises shall be deemed to be "ready" for Lessee's
occupancy when the build-out work (except for minor finishing jobs) has been
substantially completed as defined below:

<PAGE>

                          TERM - SUBSTANTIAL COMPLETION

The Term shall commence upon the date that the Leased Premises are ready for
occupancy. "Ready for Occupancy" means the first to occur of: (i) Substantial
Completion (defined below) of the Leasehold improvements (defined below), or
(ii) occupancy of the Leased Premises by Lessee, or (iii) the date that Lessor's
Work would have been substantially complete if no "Lessee Delay" days (defined
below) had occurred. The parties estimate that the Leasehold improvements will
be Substantially Complete on or about FEBRUARY 15, 1998. Lessee anticipates
occupying the warehouse area on DECEMBER 1, 1997, which is the Scheduled
Commencement Date for occupying the warehouse area only. The anticipated
Scheduled Commencement Date for occupying the office area is on or before
FEBRUARY 15, 1997. If the Leasehold improvements are not Substantially Complete
by the Scheduled Commencement Date for the office area for any reason, Lessor
shall not be liable for any claims, damages or liabilities in connection
therewith or by reason thereof, but the Term shall commence as provided above.
If Substantial Completion occurs prior to the Scheduled Commencement, Lessee
shall take occupancy of the Leased Premises as soon as possible thereafter, but
in any event no later that two (2) days thereafter and the Term shall commence
on the date of such occupancy or two (2) days after Substantial Completion
(whichever is sooner) and such date shall become the Commencement Date.

         "Substantial Completion" of the Leased Premises shall mean substantial
completion of the Leasehold improvements in accordance with the Lessee Plans (as
defined in Exhibit "A"), with a punch-list of uncompleted items which do not
interfere in any material respect with the use or enjoyment of the Leased
Premises.

         "Lessee Delay", as used herein, means delays in substantial completion
of the Leased Premises resulting from (i) Lessee's failure to meet the dates
established in paragraph 1 for submission and approval of Lessee Plans (as
defined in Exhibit "A"), (ii) High-risk Items as defined below, and (iii) any
other delays caused by Lessee in completing Lessee Improvements (as defined in
Exhibit "A"). including delays caused by changes requested by Lessee. "High-Risk
Items" means Lessee Improvements which Lessor acting in good faith reasonably
believes have a probability of not being completed by the originally scheduled
Commencement Date (due to limited supplies or suppliers, length of time to be
manufactured, delivered or installed or otherwise). Lessor shall designate any
High-risk Items at or prior to the time of approval of the Tenant Plans (or any
revisions thereof on which the same appear).

                                        2


<PAGE>

                                   EXHIBIT "F"


                           DECLARATION OF COMMENCEMENT


         By Lease Agreement (the "Lease") dated __________, 1996, SOUTHWEST
BELTWAY LIMITED PARTNERSHIP, (Lessor) leased to FYRGLAS, INC. (Lessee), 10,180
square feet of space (the Leased Premises) in the building located at 9303 w.
Sam Houston Parkway South, Bldg. C, in the City of Houston 77099, Harris
County, Texas.

         The Lease provides that in the event the Leased Premises are not ready
for occupancy on the Commencement Date, the Lease term shall commence on the
date the Leased Premises are ready for occupancy by Tenant.

Tenant hereby agrees as follows:

1)       The Leased Premises are ready for occupancy and the Lessor has
         fulfilled all of Lessor's obligations that are required to be fulfilled
         prior to the delivery of possession of the Leased Premises to Lessee.

2)       The Commencement Date of the lease is revised to __________________ and
         the Lease shall be in effect for the stated term of 60 months expiring
         on ___________________________,2002.

3)       The payment of the first month's Base Rental set forth in the Lease is
         hereby revised to $______________.

4)The    Lease is in full force and effect and the Lessor is not currently in
         default thereunder.

5)       Lessee acknowledges receipt of all keys to the Leased Premises and all
         access cards to the Building which Lessor is required to deliver to
         Lessee pursuant to the terms of the Lease.

EXECUTED this ____ day of _______________ ,1998.


LESSEE:    FYRGLAS, INC.

BY: __________________________________

NAME:_________________________________

TITLE:________________________________


<PAGE>



                                   Exhibit "G"


                             ACCEPTANCE CERTIFICATE


By Lease Agreement (the "Lease") dated _________________________, 1997,
SOUTHWEST BELTWAY LIMITED PARTNERSHIP, (Lessor), leased to FYRGLAS, INC.
(Lessee), 10,180 square feet of space (the Leased Premises) in the building
located at 9303 W. Sam Houston Parkway South, Bldg. C, in the City of Houston
77099, Harris County, Texas.

This shall serve to document our understanding that you have accepted occupancy
of the Leased Premises effective ________________________________ 1998. All
terms, covenants and conditions of the Lease Agreement are in full force and
effect. The Lease term commenced ___________________________________ and shall
terminate on ___________________________.

In addition, you are accepting occupancy of the Leased Premises in its present
condition and hereby acknowledge that you have inspected the Leased Premises and
that all construction, renovations and alterations to be performed by Lessor as
per the terms of the Lease Agreement and any attached plans and specifications,
if applicable, are completed and are acceptable to you.

You are accepting the Leased Premises in its current condition without any
warranties from Lessor.

EXECUTED this _____ day of ____________________,1998.

LESSEE: FYRGLAS, INC.

BY: ____________________________________

NAME: __________________________________

TITLE: _________________________________


<PAGE>



                               LESSOR'S AGREEMENT
                             (Oral or Written Lease)

This Agreement made and entered into by and between ____________________________
Fyrglas, Inc.___________________________________________________________________

(Renter - hereinafter called "Borrower"): and __________________________________
Southwest Beltway United Partnership____________________________________________

(hereinafter called "Lessor"; WITNESSETH:

WHEREAS, Borrower is presently renting from Lessor certain premises owned by
Lessor located at 9301 W. Sam Houston Pkwy S #100      Houston
                 ---------------------------------------------------------------
                         (Street Address)               (City)
          Texas                                   71099
--------------------------------------------------------------------------------
(State)                                           (Zip)

or situated and described as follows:

WHEREAS: Citizens National Bank of Texas (hereinafter referred to as
         -------------------------------
"Bank") has agreed to lend to Borrower the sum of ______________________________
Thirty Thousand Dollars and no/100 _____________________________________________
($30,000.00__________):

NOW, THEREFORE, for and in consideration of the mutual agreements and covenants
herein contained, and of disbursement of said loan or any party thereof.

IT IS MUTUALLY AGREED BY AND BETWEEN ALL PARTIES HERETO, as follows:

     a)  That, as of a data not more than thirty 30 days prior to any
         disbursement on account of the loan. Borrower is not in default under
         any terms or the rental of the premises.

     b)  That none of the property of the Borrower situated on said premises
         constitutes fixtures or any part of the real estate of the Landlord as
         same has been placed on said premises with the agreement and
         understanding that such property may be removed therefrom by the
         Borrower or assigns and all property hereafter placed on the leased
         premises by Borrower may be removed therefrom and shall not be
         considered a part of the real estate.

     (c) Lessor subordinates to all liens securing the Note, until payment in
         full, every lien and every right to institute proceedings to establish
         any lien or claim against any or all of the property hypothecated as
         collateral for the indebtedness in favor of "Bank" hereinabove referred
         to.

     (d) Certifies that he/she has full power and authority to execute this
         instrument and has title to the premises or such property rights
         therein as to make effective the vesting in Borrower of rights with
         respect thereto in accordance with the terms of said rental and this
         instrument.

IT IS MUTUALLY AGREED BY AND BETWEEN ALL THE PARTIES HERETO that this agreement
shall be executed in three (3) counterparts, each of which shall have the same
force and effect as an original, and that the terms used to designate any of the
parties herein shall be deemed to include the heirs, representatives,
successors. and assigns of such parties.

TO ALL OF WHICH WE MUTUALLY AGREE this 20th day of March 1998.

                                           Fyrglas, Inc.

                                           /s/ Elorian Lenders
                                           -------------------------------------
                                           Elorian Lenders, President

                                           /s/ Steven J. Wales
                                           -------------------------------------
                                           Steven J. Wales (BORROWER) Secretary

                                           Southwest Beltway Limited Partnership
                                           -------------------------------------

                                           -------------------------------------
                                           BY:                   (LESSOR)