OFFICE LEASE

                     BASIC DEFINITIONS AND LEASE PROVISIONS

                            COMMERCE PLAZA HILLCREST

          A. The  following  list sets out  certain  defined  terms and  certain
financial and other information pertaining to the lease:

          1. "Date of Lease":  September 8, 1999
                               ------------------------------------

          2.  "Landlord":  AETNA LIFE  INSURANCE  COMPANY,  C/O  ALLEGIS  REALTY
                           -----------------------------------------------------
INVESTORS, L.L.C.
-----------------

          3.  Landlord's  address:  12001 North Central  Expressway,  Suite 650,
                                    --------------------------------------------
Dallas, TX 75243-3735
---------------------

               Contact:  Asset Management
                         ----------------

               Telephone:  972-458-3300        Facsimile:  972-490-9440
                          ---------------                  ------------

          4. "Tenant": PHYMED, INC., a Texas Corporation
                       ---------------------------------

          5. Tenant's address: 12840 Hillcrest Road, Suite E100
                               --------------------------------
Dallas, Texas  75230
--------------------

              Contact:  Mr. George Barker
                        -----------------

              Telephone:                    Facsimile:
                         ------------------            ---------------------

          6.  Tenant's trade name:  PHYMED Diagnostic Imaging, Inc.
                                    -------------------------------

          7.  "Building":  Landlord's  property  located  in the City of Dallas,
Dallas  County,  Texas,  which  property is  described  or shown on Exhibit "A",
attached to the Lease.                                              -----------

          8. "Premises": A unit in the  Building containing  approximately 8,472
square feet in rentable area (measured by calculating  lengths and widths to the
exterior of outside walls and to the center of interior walls, without decuction
for any columns or projections necessary to the building, and, if applicable,  a
proportionate  share of any common  areas  located on the  floor(s) on which the
Premises is located and a  proportionate  share of any of the Building's  public
areas,  management  office,  engineer's  office,  and mechanical  spaces,  e.g.,
service  areas housing  communications,  HVAC,  plumbing,  fire  protection  and
elevator  equipment),  being known as Suite E100 and being described or shown on
Exhibit  "B",  attached to the Lease.  With regard to Exhibit  "B",  the parties
agree  that the  exhibit is  attached  solely for the  purpose of  locating  the
Building  and the  Premises  within  the  Building  and that no  representation,
warranty,  or  covenant is to be implied by any other  information  shown on the
exhibit (i.e., any information as to buildings, tenants or prospective tenants,


<PAGE>

etc.  is subject to change at any time).  Should a party  desire to measure  the
square footage of the Premises, it must do so at the time of construction of any
leasehold  improvements  prior  to the  Commencement  Date,  or if no  leasehold
improvements are to be constructed, then prior to the Commencement Date. If such
measurement  reflects a different  number,  then,  subject to the other  party's
verification of the number,  the parties agree to make adjustments based on such
measurement. In the event of a dispute regarding the method of calculation,  the
parties agree that the standards for  measurement set by the Building Owners and
Managers  Association  ("BOMA")  shall govern and control.  If no measurement is
made  prior to the  Commencement  Date,  then the  parties to this Lease will be
deemed to have  accepted the number  contained  herein as the square  footage of
rentable area of the Premises  throughout the Lease Term,  subject to adjustment
only for any subsequent additions or deletions of space.

          9. "Commencement Date": September 1, 1999, subject  to  extension  for
any delay other than a Tenant Delay (as defined in Exhibit "E").
                                                   -----------

          10. "Lease Term":  Commencing on the Commencement  Date and continuing
for  Sixty  (60)  months  after  the  Commencement  Date;  provided  that if the
Commencement  Date is a date other than the first day of a calendar month,  then
the Lease Term shall be extended  so that it expires at the end of the  calendar
month following the expiration of the months noted herein.

          11.  "Base  Rental":  The total  Base  Rental  for the Lease Term is $
826,020.00 , payable as follows:

                Month(s)   Amount per s.f.   Amount per year    Amount per month

                 1-60       $19.50            $165,204.00        $13,767.00

          12. "Base Expense Stop": 1999 Base Year
                                   --------------

          13. "Tenant's Pro Rata Share":3.68 %, which is the percentage obtained
by dividing (a) the square  footage of rentable  area of the Premises by (b) the
square footage of rentable area of the Building.

          14.  "Prepaid  Rental":  $ N/A , being an estimate of the Base Rental,
for the N/A  month(s)  of the Lease  Term,  such  prepaid  rental  being due and
payable upon execution of this Lease.

          15. "Security Deposit":  $ 55,068.00 , such Security Deposit being due

and payable upon execution of this Lease. If at the end of the 57th month of the
term of the  Lease,  Tenant is not,  and has never been in default of the Lease,
then $41,301.00 of the Security Deposit shall be credited toward the 58th, 59th,
and 60th months' Base Rental as herein defined.


          16.  "Permitted  Use":  Imaging  Center  only and for no other  use or
purpose.  Tenant  acknowledges that the above specification of a "Permitted Use"
means only that  Landlord  has no objection  to the  specified  use and does not
include any  representation  or warranty by  Landlord  that such  specified  use
complies with applicable laws and/or requires special governmental permits.

          17. "Rent" or "rental":  All amounts due from Tenant to Landlord under
Section 4.5 of the Lease), are deemed to be "rent" or "rental".

          18. "Brokers":  Kennedy-Wilson Properties of Texas, Ltd.
                          ----------------------------------------

          B. The foregoing Basic Lease Information is incorporated into and made
a part of the lease. If any conflict exists between any Basic Lease  Information
and the Lease, then the Lease shall control.



<PAGE>



         IN WITNESS WHEREOF,  Landlord and Tenant have entered into and executed
this Lease on the Date of the Lease written above.

LANDLORD:                                     TENANT:


AETNA LIFE INSURANCE COMPANY                  PHYMED, INC., a Texas Corporation

By:  Allegis Realty Investors, LLC,           By:
     Its Investment Advisor and Agent

                                              Printed Name: George Barker

By:                                           Title:  President
     --------------------------------

Name:  James G. Hughes
Title:  Vice President













<PAGE>


                                 LEASE AGREEMENT

                                    (Office)

         This  LEASE  AGREEMENT  (the "Lease") is entered into as of the Date of
Lease between AETNA LIFE  INSURANCE  COMPANY  ("Landlord")  and PHYMED,  INC., a
Texas Corporation ("Tenant").

                                    ARTICLE 1
                     BASIC DEFINITIONS AND LEASE PROVISIONS

         1.1 The  definitions  and  basic  provisions  set  forth  in the  Basic
Definitions and Lease Provisions  executed by Landlord and Tenant,  and attached
hereto, are incorporated herein by reference for all purposes.

                                    ARTICLE 2
                                   LEASE GRANT

         2.1 Subject to the terms and conditions of this Lease,  Landlord leases
to Tenant, and Tenant leases from Landlord, the Premises for the Lease Term.

         2.2 In addition,  Tenant is granted the  non-exclusive  right to use in
common with the other  tenants and  occupants the parking and other common areas
of the  Building,  as such may be modified  from time to time by  Landlord.  The
grant herein provided shall not include any easement for light or air.

                                    ARTICLE 3
                      DELIVERY OF THE PREMISES; LEASE TERM

         3.1 The Lease  Term shall be for the  period of time  specified  in the
Basic Definitions and Lease Provisions,  beginning on the Commencement  Date, as
such date may be adjusted  herein,  and expiring on the Expiration Date. If this
Lease is executed before the Premises become vacant, or otherwise available,  or
if any present  tenant or  occupant of the  Premises  holds over,  and  Landlord
cannot acquire  possession of the Premises to deliver to Tenant,  or if Landlord
is obligated  to  construct  leasehold  improvements  in the Premises  under the
provisions of Exhibit "E", but is unable to complete the leasehold  improvements
by the Commencement Date due to an unavoidable delay, as defined in Exhibit "E",
then Landlord shall not be deemed to be in default hereunder,  and Tenant agrees
to accept possession on such date as Landlord is able to deliver  possession and
the Commencement  Date shall be postponed  accordingly.  Thereafter,  this Lease
shall continue for the full number of months set forth in the Lease Term. Except
for a postponement of the Commencement Date, this Lease shall not be affected by
any failure to deliver possession as a result of an event noted above and Tenant
shall have no claim for damages  against  Landlord as a result  thereof,  all of
which claims are hereby waived and released by Tenant.

         3.2  If  Tenant  takes   possession  of  the  Premises   prior  to  the
Commencement  Date for any reason,  then such possession shall be subject to all
the terms and conditions of the Lease and Tenant shall pay Base Rental and other
rent to  Landlord  on a per diem  basis for each day of  occupancy  prior to the
Commencement  Date at the rate  payable  for the first  month of the Lease Term.
Tenant  shall not,  however,  be  obligated to pay Base Rental and other rent to
Landlord prior to the Commencement  Date if such early occupancy is only for the
purpose of  constructing  leasehold  improvements if Tenant is required to do so
under the provisions of Exhibit "E".

         3.3 By  taking  possession  of the  Premises,  it shall  be  conclusive
evidence that Tenant has inspected  the Premises (and has  sufficient  knowledge
and expertise to make such inspection or has caused the Premises to be inspected
on its behalf by one or more persons with such  knowledge and  expertise),  that
Tenant has accepted the Premises and Building as being in good and  satisfactory
condition,  suitable for the purposes  herein  intended and that the same comply
fully with Landlord's  covenants and obligations under the Lease with respect to
the  construction  of leasehold  improvements,  except for any  punchlist  items
agreed  to in  writing  by  Landlord  and  Tenant,  if  Landlord  performed  the
construction  of leasehold  improvements.  Tenant  acknowledges  and agrees that
Landlord has made no representation or warranty,  express or implied,  as to the
habitability,  suitability,  quality,  condition  or fitness of the  Premises or
Building,  and Tenant  waives,  to the extent  permitted by applicable  law, any
defects in the Premises or Building and any claims arising  therefrom,  save and
except those arising from any  construction  or repair  obligations  of Landlord
expressly provided for in the Lease.

<PAGE>


         3.4  Following  the  Commencement   Date,   Landlord  shall  prepare  a
Commencement  Date  Letter in the form  attached  hereto as Exhibit  "F" setting
forth the Commencement Date, Expiration Date, and confirming Tenant's acceptance
of the Premises and that  Landlord has  performed  all of its  obligations  with
respect to delivery of the Premises, except as to any punchlist items previously
specified  in writing and related to any  construction  performed  by  Landlord.
Tenant shall execute and deliver the Commencement Date Letter to Landlord within
ten (10) days after delivery by Landlord.

                                    ARTICLE 4
                                      RENT

         4.1 Tenant  promises and agrees to pay Landlord at  Landlord's  address
set forth in the Lease, or such other address as Landlord may provide to Tenant,
the Base Rental and all other rent charged under this Lease without deduction or
set off, for each month of the entire Lease Term. The first monthly  installment
of Base Rental shall be payable by Tenant to Landlord contemporaneously with the
execution of the Lease, and thereafter, a monthly installment of Base Rental, as
may be adjusted in accordance with the provisions of the Lease, shall be due and
payable, in advance, without notice or demand on or before the first day of each
succeeding  calendar  month  during  the Lease  Term.  The Base  Rental  for any
fractional month at the beginning or end of the Lease Term shall be prorated.

         4.2 The Base Rental is determined,  in part, on Landlord's  estimate of
Basic Costs  incurred by Landlord  each year in connection  with its  ownership,
operation  and  management  of the  Building.  In the event that the Basic Costs
increase, or are estimated by Landlord to increase,  above the levels charged to
Landlord on the Date of the Lease,  Landlord  shall  charge to Tenant and Tenant
agrees to pay as additional rental Tenant's Pro Rata Share of any such increases
in Basic Costs in accordance with the provisions of Exhibit "C".

         4.3 The Security  Deposit  shall be paid to Landlord  contemporaneously
with the  execution  of the  Lease.  Landlord  shall hold the  Security  Deposit
without  liability for interest and as security for the performance by Tenant of
Tenant's   covenants  and  obligations  under  the  Lease,  it  being  expressly
understood  that such  deposit  shall not be  considered  an advance  payment of
rental or a measure of Landlord's damages in case of default by Tenant. Upon the
occurrence  of any Event of Default by Tenant,  Landlord may, from time to time,
without  prejudice to any other remedy,  use the Security  Deposit to the extent
necessary  to make  good any  arrearage  of rent and any other  damage,  injury,
expense or liability caused to Landlord by such Event of Default.  Following any
such application of the Security Deposit, Tenant shall pay to Landlord on demand
the amount so applied in order to restore the  Security  Deposit to its original
amount. If Tenant is not then in default of this Lease, any remaining balance of
the Security Deposit shall be returned by Landlord to Tenant upon termination of
the Lease.  If Landlord  transfers its interest in the Premises during the Lease
Term,  Landlord may assign the Security Deposit to the transferee and thereafter
shall have no further liability for the return of the Security Deposit.

         4.4 Tenant  hereby  acknowledges  that late payment to Landlord of rent
due  hereunder  will  cause  Landlord  to  incur  costs  and  inconvenience  not
contemplated by the Lease, the exact amount of which will be extremely difficult
to  ascertain.  If any rent due from  Tenant  is not  received  by  Landlord  or
Landlord's designated agent within ten (10) days after its due date, then Tenant
shall pay to Landlord as a late charge ten percent (10%) of such overdue amount,
plus any attorney's  fees incurred by Landlord by reason of Tenant's  failure to
pay rent when due  hereunder.  The parties  hereby  agree that such late charges
represent a fair and reasonable estimate of the cost that Landlord will incur by
reason of Tenant's  late  payment.  Landlord's  acceptance  of such late charges
shall not  constitute a waiver of Tenant's  default with respect to such overdue
amount or estop  Landlord from  exercising  any of the other rights and remedies
granted hereunder.

         4.5 All  payments  required  of  Tenant  under  the  Lease  shall  bear
interest,  beginning  on the day after the due date  until paid at the lesser of
twelve  percent  ( 12  %)  per  annum  or  the  maximum  lawful  rate  ("Default
Interest").  In no  event,  however,  shall the  charges  permitted  under  this
paragraph or elsewhere in the Lease, to the extent the same are considered to be
interest under applicable law, exceed the maximum lawful rate of interest.

         4.6 No payment by Tenant or receipt by Landlord of a lesser amount than
the rent due under this lease shall be deemed to be other than on account of the
earliest rent due hereunder, nor shall any endorsement or statement on any check
or any letter  accompanying any check or payment as rent be deemed an accord and
satisfaction, and Landlord may accept such check or payment without prejudice to
Landlord's  right to  recover  the  balance  of such rent or to pursue any other
remedy provided in this lease or at law or in equity.

<PAGE>


                                    ARTICLE 5
                                    SERVICES

         5.1  Provided  no Event  of  Default  exists,  Landlord  shall  use all
reasonable efforts to furnish to Tenant the following  services:  (i) water (hot
and cold) at those  points of supply  provided for general use of tenants of the
Building; (ii) heated and refrigerated air conditioning ("HVAC") as appropriate,
during Normal Business Hours (which shall be on generally accepted business days
from  6:30am  to  8:30pm ,  Monday  through  Friday  and  8:00am  to  4:00pm  on
Saturdays),  and at such  temperatures  and in such  amounts  as are  reasonably
considered by Landlord to be standard;  (iii) janitorial  service  comparable to
that  provided in other  office  buildingson  business  days (if Tenant's use or
floor covering or other leasehold  improvements  require special services,  then
Tenant shall, at Landlord's option, either retain another cleaning contractor to
perform such services  [with  Landlord's  approval] or pay the  additional  cost
reasonably  determined  by Landlord  attributable  to the special  services,  as
additional  rent) and such window washing as may from time to time in Landlord's
judgment be reasonably required;  (iv) if a multi-floor building, then elevators
for ingress and egress to the floor on which the Premises are located, in common
with other tenants,  provided that Landlord may  reasonably  limit the number of
elevators in operation at times other than during  customary  business hours and
on holidays;  (v) replacement of  Building-standard  light bulbs and fluorescent
tubes;  and (vi)  electrical  current  other  than  for  lighting  or  equipment
requiring  more than 110 volts,  or other than for  lighting or  equipment  with
electrical  energy  consumption  that exceeds  normal office usage as reasonably
determined by Landlord. If Tenant desires any HVAC service after Normal Business
Hours,  such  service  shall be supplied  to Tenant upon the written  request of
Tenant  delivered  to  Landlord  before 3 p.m.  on the  business  day before the
service is to be  provided,  and Tenant  shall pay to Landlord  the cost of such
service  with the next due  installment  of  monthly  rent  after  Landlord  has
delivered to Tenant an invoice therefor.

         5.2 Tenant shall not install any electrical equipment requiring special
wiring  or  voltage  in  excess of 110  volts or  otherwise  exceeding  Building
capacity unless approved in advance by Landlord. If approved, Landlord shall use
reasonable  efforts to furnish electrical current for such lighting or equipment
through the  then-existing  feeders  and risers  serving  the  Building  and the
Premises,  and Tenant  shall pay to Landlord  the cost of such  service with the
next due  installment(s)  of monthly rent after Landlord has delivered to Tenant
an invoice  therefor.  Landlord  may  determine  the  amount of such  additional
consumption  and  potential  consumption  by  either  or both:  (i) a survey  of
Tenant's  potential  usage of electricity and that of standard or average tenant
usage  of  electricity  in the  Building  performed  by a  reputable  consultant
selected by  Landlord  and paid for by Tenant;  or (ii) a separate  meter in the
Premises installed, maintained, and read by Landlord, at Tenant's expense. In no
event  will the use of  electricity  in the  Premises  exceed  the  capacity  of
existing feeders and risers to or wiring in the Premises.  If additional  risers
or  wiring  are  required  to  meet  Tenant's  excess  electrical  requirements,
Landlord, in it sole and absolute judgment, may elect to permit same at the sole
cost and expense of Tenant,  provided such additional feeders, risers or wirings
shall not cause  permanent  damage or injury to the  Building  or the  Premises,
cause or  create  a  dangerous  or  hazardous  condition,  entail  excessive  or
unreasonable  alterations,  repairs,  or expenses,  or interfere with or disturb
other  tenants of the  Building.  If Tenant uses  machines or  equipment  in the
Premises which affect the standard  temperature  otherwise maintained by the air
conditioning system, Landlord may install supplemental air conditioning units or
other supplemental  equipment in the Premises,  and the cost thereof,  including
the cost of  installation,  operation,  use, and  maintenance,  shall be paid by
Tenant to Landlord  with the next due  installment  of rent after  Landlord  has
delivered to Tenant an invoice therefor.

         5.3 Landlord's  obligation to furnish  services under Section 5.1 shall
be subject to the rules and  regulations  of the  supplier of such  services and
governmental rules and regulations. Landlord may, upon not less than thirty (30)
days'  prior  written  notice to  Tenant,  discontinue  any such  service to the
Premises,  provided  Landlord  first  arranges for a direct  connection  thereof
through the supplier of such service.  Tenant shall, however, be responsible for
contracting  with the supplier of such service and for paying all deposits  for,
and costs relating to, such service.

<PAGE>


         5.4 Failure to any extent to  furnish any  service  described  above or
any stoppage or  interruption  of those services  resulting from any cause shall
not render  Landlord  liable in any respect for damages,  nor be construed as an
eviction  of  Tenant or work an  abatement  of rent,  nor  relieve  Tenant  from
fulfillment of any covenant or agreement contained in the Lease.

                                    ARTICLE 6
                                       USE

         6.1 Tenant shall use the Premises  only for the Permitted  Use.  Tenant
will not occupy or use the Premises, or permit any portion of the Premises to be
occupied or used,  for any business or purpose  other than the  Permitted Use or
for any use or purpose  which is  unlawful or deemed to be  disreputable  in any
manner, or dangerous to life, limb or property,  or extrahazardous on account of
fire, nor permit anything to be done which will in any way increase the premiums
for insurance  coverage on the Building or contents  therein,  or invalidate any
insurance coverage on the Building. Tenant will conduct its business and control
its  agents,  employees  and  invitees  in such a manner  as not to  create  any
nuisance, nor interfere with, annoy or disturb other tenants or Landlord, in the
management of the  Building.  Tenant will not commit waste and will maintain the
Premises in a clean, healthful and safe condition and will comply with all laws,
ordinances,  orders, rules and regulations (state, federal, municipal, insurance
and other agencies or bodies having any jurisdiction  thereof) with reference to
the use, condition or occupancy of the Premises,  including, without limitation,
all  environmental,  health and safety laws and the Americans with  Disabilities
Act. Tenant will secure at its own expense all permits and licenses required for
the  transaction of business from the Premises in accordance  with the Permitted
Use.  Tenant  will  receive or take  delivery of goods or  merchandise  and will
remove all garbage and trash only in the manner and areas prescribed by Landlord
from time to time.  Tenant  will not  display or sell  merchandise  outside  the
exterior  walls and  doorways  of the  Premises  and may not use such  areas for
storage.  Tenant will not keep any substance or carry on or permit any operation
which might emit offensive  odors or conditions into other parts of the Building
or use any apparatus which might make undue noise or vibrations in the Building.
Tenant  further  agrees not to install  any  exterior  lighting,  amplifiers  or
similar devices or use in or about the Premises an advertising  medium which may
be heard or seen outside the Premises,  such as flashing  lights,  searchlights,
loudspeakers, phonographs or radio broadcasts.

         6.2 Tenant will, and will cause all its employees,  agents, contractors
and invitees to,  comply  fully with all rules and  regulations  of the Building
adopted by Landlord from time to time. A copy of the rules and  regulations  for
the Building,  existing on the Date of the Lease, are attached hereto as Exhibit
"D".  Landlord  shall at all  times  have the  right to  change  such  rules and
regulations  or to promulgate  other rules and  regulations  in such  reasonable
manner as may be deemed  advisable for the safety,  care, or  cleanliness of the
Building or Premises,  and for the  preservation  of good order therein,  all of
which rules and regulations,  changes and amendments will be forwarded to Tenant
in writing and shall be carried out and observed by Tenant.

                                    ARTICLE 7
                                     SIGNAGE

         7.1 Tenant  shall not install any signs,  window or door  lettering  or
advertising  media of any type in, on or about the Premises or any part thereof,
except for such tenant  identification  information  as  Landlord  permits to be
included or shown on any directory maintained in the front lobby of the Building
and  adjacent to the access door or doors to the Premises or such other items as
Landlord  approves.  Should  Landlord  agree in writing to any of the  foregoing
items, Tenant agrees to maintain same in good condition and repair at all times.

                                    ARTICLE 8
                                  COMMON AREAS

         8.1 The use and  occupation by Tenant of the Premises shall include the
use in common with others entitled thereto of the common areas. The term "common
areas" shall mean those portions of the Building  intended for the common use of
all tenants including, among other facilities, the parking areas, service roads,
loading facilities, sidewalks, and such other facilities as may be designated by
Landlord from time to time as common areas,  subject,  however, to the terms and
conditions of this Lease and to the rules and  regulations  governing the use of
the common areas as  prescribed  from time to time by Landlord.  Landlord  shall
have the right  from  time to time to  change  the  area,  level,  location  and
arrangement of the common areas.

<PAGE>


         8.2 The common  areas  shall at all times be  subject to the  exclusive
control and  management of Landlord.  Landlord shall police the common areas and
maintain them in good condition and repair throughout the Lease Term.

         8.3 All common areas and  facilities,  which Tenant may be permitted to
use are to be used under a revocable license,  and if such areas are diminished,
Landlord  shall not be subject to any  liability nor shall Tenant be entitled to
any compensation or diminution or abatement of rent, nor shall the diminution of
such areas be deemed constructive or actual eviction.

         8.4 Tenant shall have the right to park in the parking  areas in common
with other tenants of the Building upon such terms and conditions established by
Landlord  at any time  during the Lease  Term,  including  the  imposition  of a
reasonable parking charge if required by governmental  authority or as otherwise
provided for in the Lease. Tenant agrees not to overburden the parking areas and
agrees to cooperate  with  Landlord and the other  tenants in use of the parking
areas.  Landlord  reserves  the right in its  absolute  discretion  to determine
whether the parking areas are becoming  overburdened  and to allocate and assign
parking  spaces among Tenant and other tenants,  and to reconfigure  the parking
areas and modify the  existing  ingress to and egress from the parking  areas as
Landlord shall deem appropriate.

                                    ARTICLE 9
                                   ALTERATIONS

         9.1 Any leasehold improvements to the Premises contemplated by Landlord
and  Tenant to be made  prior to the  commencement  of the Lease  Term  shall be
performed in accordance with the provisions of Exhibit "E".

         9.2 Other than any leasehold improvements to be made under Section 9.1,
Tenant  shall not  make,  or allow to be made,  any  alterations,  additions  or
improvements to the Premises without the prior written approval of Landlord. All
alterations,  additions  or  improvements  installed  on the  Premises by either
party,  including,  without limitation,  fixtures, but excluding readily movable
trade  fixtures,  shall become the property of Landlord at the expiration of the
Lease Term, unless Landlord requests their removal, in which event, Tenant shall
remove any such alterations,  additions or improvements and restore the Premises
to its original condition at Tenant's expense.

         9.3 Prior to commencing any construction  work on the Premises,  Tenant
must  furnish to  Landlord  adequate  plans and  specifications  for the written
approval  of  Landlord.  Once  approved,  Tenant  shall not modify the plans and
specifications  without,  again,  obtaining  the written  approval of  Landlord.
Landlord's approval of the plans and specifications  shall not be deemed to be a
representation  by  Landlord  that such  plans and  specifications  comply  with
applicable  insurance  requirements,   building  codes,   ordinances,   laws  or
regulations.

         9.4 All  construction  work shall be  performed  only by Landlord or by
contractors and subcontractors approved in writing by Landlord. If Landlord does
not  perform  the  construction  work,  then  Tenant  shall  cause  all  of  its
contractors  and  subcontractors  to procure  and  maintain  insurance  coverage
against such risks and in such amounts as Landlord  may  reasonably  require and
with such  companies  as Landlord  may  reasonably  approve.  Landlord  may also
require  Tenant  to  furnish  a  payment  and   performance   bond,   reasonably
satisfactory  to Landlord  in an amount  covering  the cost of the  construction
work,  and/or  require  Tenant to obtain a waiver and  release of liens from all
contractors and  subcontractors  prior to commencement of the construction work.
Tenant agrees to indemnify Landlord and hold Landlord harmless against any loss,
liability  or damage  resulting  from any such  construction  work  performed by
Tenant or on Tenant's behalf.

         9.5 All construction work by, or on behalf of, Tenant must be performed
in a good and  workmanlike  manner in  accordance  with the  approved  plans and
specifications,  lien-free,  and in compliance  with all  governmental  laws and
requirements. Tenant shall only utilize new materials of a quality that is equal
or better than the quality of those materials already on the Premises.

         9.6 Tenant shall not permit any  mechanic's  liens to be filed  against
the Premises or the Building for any work  performed,  materials  furnished,  or
obligation incurred by or at the request of Tenant,  including,  but not limited
to, any work performed,  materials  furnished,  or obligations incurred by or at
the request of Tenant for construction performed under the provisions of Exhibit
"E".  If such a lien is filed,  then  Tenant  shall,  within ten (10) days after
Landlord has delivered notice of the filing to Tenant,  either pay the amount of

<PAGE>

the lien or diligently  contest such lien, in which event,  Tenant shall deliver
to Landlord a bond or other security  reasonably  satisfactory  to Landlord.  If
Tenant  fails to timely take  either  such  action,  then  Landlord  may, at its
election, pay the lien claim without inquiry as to the validity thereof, and any
amounts so paid, plus  Landlord's  expenses and an  administrative  fee equal to
fifteen percent (15%) of the amount paid, shall be paid by Tenant to Landlord as
additional rental within ten (10) days after Landlord has delivered to Tenant an
invoice  therefor.  No work  which  Landlord  permits  Tenant to  perform in the
Premises  shall be deemed to be for the  immediate use or benefit of Landlord so
that no mechanics or other lien shall be allowed  against the estate of Landlord
by reason of its consent to such work.

                                   ARTICLE 10
                                     REPAIRS

         10.1 Landlord shall not be required to make any repairs or replacements
of any kind or character on the Premises during the Lease Term except repairs to
the exterior walls,  corridors,  window,  roof and other structural elements and
equipment of the Building,  except when such repairs are caused by fire or other
casualty, in which event, the provisions of Article 13 shall govern and control.
Landlord  shall not be  responsible  for  termite,  or other  insect,  or vermin
eradication.  Subject to the provisions of any waiver contained in Section 12.2,
Landlord  shall not be required to make any  repairs  occasioned  by the acts or
negligence of Tenant, its agents,  employees,  contractors and invitees.  Tenant
shall give  immediate  written  notice to  Landlord  of the need for  repairs or
corrections  and Landlord  shall have a reasonable  time to make such repairs or
corrections. Landlord's liability hereunder shall be limited to the cost of such
repairs or  corrections.  Tenant  waives the  provisions  of any law  permitting
Tenant the right to make repairs and deduct the expense of such repairs from the
rent due under the lease.

         10.2 Landlord may, at its option and at the cost and expense of Tenant,
repair or replace any damage or injury done to the Building or any part thereof,
caused by Tenant, its agents,  employees,  contractors or invitees. Tenant shall
pay such costs, plus an administrative fee equal to fifteen percent (15%) of the
costs,  to  Landlord  on the next  date an  installment  of Base  Rental  is due
following  notice from Landlord of the costs.  Tenant further agrees  throughout
the Lease Term to maintain  and keep the interior of the Premises in good repair
and condition at Tenant's expense.

                                   ARTICLE 11
                            ASSIGNMENT AND SUBLETTING

         11.1 Tenant shall not,  without the prior  written  consent of Landlord
(which  Landlord may grant or deny in its sole  discretion),  (i) advertise that
any portion of the Premises is available for lease,  (ii) assign,  transfer,  or
encumber  this Lease or any estate or interest  herein,  whether  directly or by
operation of law,  (iii) permit any other entity to become  Tenant  hereunder by
merger, consolidation, or other reorganization (iv) if Tenant is an entity other
than a  corporation  whose stock is publicly  traded,  permit the transfer of an
ownership  interest in Tenant so as to result in a change in the current control
of Tenant,  (v) sublet any  portion  of the  Premises,  (vi) grant any  license,
concession, or other right of occupancy of any portion of the Premises, or (vii)
permit the use of the  Premises  by any  parties  other than  Tenant (any of the
events listed in Sections  11.1(ii)  through  11.1(vii) being a "Transfer").  If
Tenant  requests  Landlord's  consent to a Transfer,  then Tenant shall  provide
Landlord with a written  description of all terms and conditions of the proposed
Transfer,  copies of the proposed  documentation,  and the following information
about  the  proposed  transferee:  name  and  address;  reasonably  satisfactory
information  about its business and  business  history;  its proposed use of the
Premises;  banking,  financial,  and  other  credit  information;   and  general
references  sufficient to enable Landlord to determine the proposed transferee's
creditworthiness  and  character.   Tenant  shall  reimburse  Landlord  for  its
attorneys' fees and other expenses  incurred in connection with  considering any
request  for its  consent to a  Transfer.  If  Landlord  consents  to a proposed
Transfer,  then the  proposed  transferee  shall  deliver to  Landlord a written
agreement  whereby it expressly  assumes the  obligations  of Tenant  hereunder;
however,  any  transferee of less than all of the space in the Premises shall be
liable only for the obligations under this Lease that are properly  allocable to
the space  subject  to the  Transfer,  and only to the extent of the rent it has
agreed to pay  Tenant  therefor.  Landlord's  consent  to a  Transfer  shall not
release Tenant from  performing  its  obligations  under this Lease,  but rather
Tenant  and its  transferee  shall be jointly  and  severally  liable  therefor.
Landlord's  consent to any Transfer shall not waive Landlord's  rights as to any
subsequent  Transfers.  If an Event of Default  occurs while the Premises or any
part thereof are subject to a Transfer,  then Landlord, in addition to its other
remedies,  may collect  directly from such  transferee all rents becoming due to

<PAGE>

Tenant and apply such rents against Base Rental and other amounts due under this
Lease.  Tenant  authorizes its  transferees to make payments of rent directly to
Landlord upon receipt of notice from Landlord to do so.

         11.2 Landlord may, within thirty (30) days after submission of Tenant's
written request for Landlord's consent to a Transfer,  cancel this Lease (or, as
to a subletting or assignment, cancel as to the portion of the Premises proposed
to be  sublet  or  assigned)  as of the date  the  proposed  Transfer  was to be
effective.  If Landlord  cancels  this Lease as to any portion of the  Premises,
then this Lease shall cease for such  portion of the  Premises  and Tenant shall
pay  to  Landlord  all  Base  Rental  and  other  amounts  accrued  through  the
cancellation  date  relating  to the  portion  of the  Premises  covered  by the
proposed  Transfer and all brokerage  commissions paid or payable by Landlord in
connection  with this Lease that are  allocable to such portion of the Premises.
Thereafter,  Landlord may lease such portion of the Premises to the  prospective
transferee (or to any other person) without liability to Tenant.

         11.3 Tenant shall pay to Landlord,  immediately  upon receipt  thereof,
all compensation  received by Tenant for a Transfer that exceeds the Base Rental
and other  amounts  due under the  Lease,  excluding  any  amount due under this
Section 11.3 and allocable to the portion of the Premises covered thereby.

         11.4 Landlord may sell,  transfer,  assign or convey all or any part of
its interest in the Building  and the Lease and, in the event  Landlord  assigns
its  interest  in this  Lease,  Landlord  shall be  released  from  any  further
obligation  and  liabilities  hereunder,  and  Tenant  agrees to attorn and look
solely to Landlord's successor-in-interest for performance of such obligation.

                                   ARTICLE 12
                   INSURANCE; WAIVERS; SUBROGATION; INDEMNITY

         12.1 Tenant shall at its expense  procure and maintain  throughout  the
Lease Term the following  insurance  policies:  (i) commercial general liability
insurance in amounts of not less than $1,000,000 per occurrence, combined single
limit,  or such  other  amounts  as  Landlord  may from time to time  reasonably
require,  insuring Tenant,  Landlord and Landlord's agents against all liability
for injury to or death of a person or persons or damage to property arising from
the use and  occupancy of the Premises,  (ii)  contractual  liability  insurance
coverage  sufficient to cover Tenant's indemnity  obligations  hereunder,  (iii)
casualty  insurance,  including  "all  risks"  and  fire and  extended  coverage
insurance covering the full value of Tenant's leasehold  improvements,  personal
property and other property (including the property of others), located in or on
the Premises,  (iv)  workman's  compensation  insurance,  containing a waiver of
subrogation  endorsement  reasonably  acceptable to Landlord,  (v) comprehensive
automobile liability insurance, insuring Tenant, Landlord and Landlord's agents,
(vi) business interruption insurance, and (vii) such other insurance and in such
amounts as Landlord may reasonably require from time to time. Tenant's insurance
shall  provide  primary  coverage to Landlord when any policy issued to Landlord
provides  duplicate or similar coverage,  and in such  circumstance,  Landlord's
policy will be excess over Tenant's policy. Tenant shall furnish certificates of
insurance and such other evidence satisfactory to Landlord of the maintenance of
all insurance  coverages  required hereunder prior to the Commencement Date, and
Tenant shall obtain a written  obligation on the part of each insurance  company
to notify  Landlord at least thirty (30) days before  cancellation or a material
change of any such insurance. All such insurance policies shall name Landlord as
additional insured or loss payee, as applicable, and otherwise shall be in form,
and  issued  by  companies,   reasonably   satisfactory  to  Landlord  and  with
deductibles  reasonably  satisfactory to Landlord.  Tenant's failure to maintain
any insurance hereunder shall constitute an Event of Default without any written
notice  required of Landlord and, in such event,  Landlord shall have the right,
but not the  obligation,  to purchase  any  insurance  that has  lapsed.  Should
Landlord  elect to purchase  insurance  on behalf of Tenant,  then Tenant  shall
reimburse to Landlord the cost of such  insurance and an  administrative  fee of
fifteen  percent (15%) of the amount of the premium  within ten (10) days of the
date of the notice from Landlord seeking the reimbursement. The policy limits of
any insurance  required to be carried by Tenant shall not limit the liability of
Tenant under this Lease.

         12.2  Landlord  shall not be liable  to  Tenant or those  claiming  by,
through,  or under Tenant for any injury to or death of any person or persons or
the damage to or theft,  destruction,  loss,  or loss of use of any  property or
inconvenience (a "Loss") caused by casualty,  theft, fire, third parties, or any
other matter  (including Losses arising through repair or alteration of any part
of the  Building,  or  failure  to make  repairs,  or  from  any  other  cause),
regardless  of whether the  negligence of any party caused such Loss in whole or
in part.  Landlord  and Tenant waive any claim each might have against the other
for any damage to or theft,  destruction,  loss, or loss of use of any property,
to the extent the same is covered  under any  insurance  policy  that covers the

<PAGE>

Building,  the Premises,  Landlord's or Tenant's  fixtures,  personal  property,
leasehold  improvements,  or business,  or, in the case of Tenant's  waiver,  is
required to be insured against under the terms of the Lease, regardless that the
negligence  or fault of the other party  caused such loss;  however,  the waiver
shall not apply to the  portion of any  damage  which is not  reimbursed  by the
damaged party's  insurance by reason of the deductible in such party's insurance
coverage, or apply to any coinsurance penalty which Landlord might sustain. Each
party  shall cause its  insurance  carrier to endorse  all  applicable  policies
waiving the carrier's rights of recovery under  subrogation or otherwise against
the other party.

         12.3 Subject to the  provisions of Section  12.2,  Tenant shall defend,
indemnify,  and hold  harmless  Landlord and its  employees  and agents from and
against all claims,  demands,  liabilities,  causes of action, suits, judgments,
and expenses (including attorneys' fees) for any Loss arising from an occurrence
on the Premises or caused by or resulting from the condition of the Premises, or
from the acts or omissions of Tenant or Tenant's employees,  agents, contractors
or invitees,  or from Tenant's  failure to perform any of its obligations  under
this Lease  (other  than a Loss  arising  from the gross  negligence  or willful
misconduct  of  Landlord or its  employees  or  agents),  even though  caused or
alleged to be caused by the joint,  comparative,  or  concurrent  negligence  or
fault of Landlord or its employees  and agents,  and even though any such claim,
cause of  action,  or suit is based  upon or alleged to be based upon the strict
liability of Landlord or its employees and agents,  provided that this indemnity
shall not apply to the gross negligence or willful misconduct of Landlord or its
employees or agents.  This indemnity provision is intended to indemnify Landlord
and its employees and agents against the consequences of their own negligence or
fault (but not the gross  negligence  or willful  misconduct  of Landlord or its
employees or agents) as provided above when Landlord or its employees and agents
are jointly, comparatively, or concurrently negligent with Tenant.

         12.4  Tenant  shall  not use,  and  shall  not  permit  any  subtenant,
licensee,  concessionaire,  employee, agent or invitee (hereinafter collectively
"Tenant's Representatives") to use, any portion of the Premises or Building, for
the  placement,  storage,  manufacture,  disposal or  handling of any  hazardous
materials  (hereinafter  defined)  unless Tenant  complies  with all  applicable
environmental  laws  (federal,  state or local),  including,  but not limited to
those  for  obtaining   proper   permits.   In  the  event  Tenant  or  Tenant's
Representatives  desire to use or place  hazardous  materials on the Premises it
shall notify  Landlord in writing thirty (30) days prior to such proposed use or
placement,  and  provide the names of the  hazardous  materials,  procedures  to
insure  compliance  with  the  applicable   environmental  law  and  such  other
information as Landlord may reasonably request.

         In the event  Tenant or Tenant's  Representatives  places,  releases or
discovers  any  hazardous  materials on the Premises or Building in violation of
applicable  environmental laws, Tenant shall immediately notify Landlord of such
fact in  writing  within  twenty-four  (24) hours of the  placement,  release or
discovery.  Tenant shall not attempt any removal,  abatement or  remediation  of
those   hazardous   materials  on  the  Premises  in  violation  of   applicable
environmental   laws,  without  obtaining  the  additional  written  consent  of
Landlord,  which consent may be specifically  conditioned on Landlord's right to
approve the scope, timing and techniques of any such work and the appointment of
all  contractors,  engineers,  inspectors and consultants in connection with any
such work.  Tenant shall be responsible  for the cost of any removal,  abatement
and remediation work of any hazardous  materials placed,  stored,  manufactured,
disposed of or handled by Tenant or Tenant's  Representatives on the Premises or
any other portion of the Building and for the cost of any removal,  abatement or
remediation of any hazardous materials which might be disturbed or released as a
result of any remodeling or  construction  in the Premises by Tenant or Tenant's
Representatives.  Such costs shall include, without limitation,  the cost of any
supervision by Landlord,  its employees or agents, in connection with such work.
Tenant  shall comply with all  environmental  laws in  connection  with any such
removal.

         Tenant shall indemnify Landlord, its shareholders, directors, officers,
employees and agents and hold them harmless,  from and against any loss,  damage
(including,  without limitation,  a loss in value of the Building or damages due
to restrictions on marketing  contaminated  space),  cost,  liability or expense
(including  reasonable attorneys' fees and expenses and court costs) arising out
of the  placement,  storage,  use,  manufacture,  disposal,  handling,  removal,
abatement  or  remediation  of any  hazardous  materials  by Tenant or  Tenant's
Representatives  on the  Premises or  Building,  or any  removal,  abatement  or
remediation  of any hazardous  materials  required  hereunder to be performed or
paid for by Tenant, with respect to any portion of the Premises or the Building,
or arising out of any breach by Tenant of its obligations under this paragraph.

         The  term  "hazardous  materials"  as used  herein  shall  mean (i) any
"hazardous  waste" as defined by the Resource  Conservation  and Recovery Act of
1976 (42  U.S.C.  Section  6901 et seq.),  as  amended  from  time to time,  and
regulations promulgated thereunder; (ii) any "hazardous substance" as defined by

<PAGE>

the Comprehensive Environmental Response, Compensation and Liability Act of 1980
(42 U.S.C. Section 9601, et seq.), as amended from time to time, and regulations
promulgated thereunder;  (iii) asbestos or polychlorinated  biphenyls;  (iv) any
substance the presence of which on the Building or on the Premises is prohibited
or regulated by any federal,  state or local law, regulation,  code or rule; and
(v) any other substance which requires  special  handling or notification of any
federal,  state  or  local  governmental  entity  in  its  collection,  storage,
treatment, or disposal.

         12.5 The  indemnification  provisions  contained  in  Article 12  shall
survive the termination of this Lease.


                                   ARTICLE 13
                                FIRE AND CASUALTY

         13.1 If the  Premises  or or  Building  or any  part  thereof  shall be
damaged by fire or other  casualty,  Tenant  shall give  prompt  written  notice
thereof to Landlord and  Landlord  may, at its option,  terminate  this Lease by
notifying Tenant in writing of such termination within sixty (60) days after the
date of such damage, in which event the rent hereunder shall be abated as of the
date of such  damage.  If  Landlord  does not  elect to  terminate  this  Lease,
Landlord  shall as soon as  reasonably  practical  after the date of such damage
commence to repair and restore the Building with  reasonable  diligence  (except
that  Landlord  shall not be  responsible  for delays  outside  its  control) to
substantially  the  same  condition  in which  it was  immediately  prior to the
happening  of the  casualty,  except  that  Landlord  shall not be  required  to
rebuild,  repair or replace any part of Tenant's leasehold  improvements (except
to the extent originally paid by Landlord),  furniture,  furnishings or fixtures
and equipment  removable by Tenant under the  provisions of this Lease,  and the
Lease  Term will be  extended  by the period of time equal to the time to repair
and  restore  the damage.  Tenant  agrees to rebuild  and restore any  leasehold
improvements  to the extent not required of Landlord.  Tenant shall commence any
such work upon written notice from Landlord.  Any insurance which may be carried
by Landlord or Tenant  against loss or damage to the Building or to the Premises
shall be for the sole benefit of the party carrying such insurance and under its
sole control.

         13.2 Landlord shall not be liable for any inconvenience or annoyance to
Tenant or injury to the business of Tenant resulting in any way from such damage
or the  repair  thereof.  Subject to the  provisions  of the  remainder  of this
paragragh, Landlord shall allow Tenant a fair diminution of rent during the time
and to the extent the Premises are unfit for  occupancy.  The diminution of rent
shall  expire on the date  Landlord  delivers  the  Premises to Tenant ready for
occupancy (if Landlord originally  provided the leasehold  improvements) or (ii)
on the date following an equivalent time allowed Tenant for the  construction of
leasehold improvements after Landlord delivered the Premises to Tenant ready for
Tenant to rebuild its leasehold improvements, as contemplated in Exhibit "E" (if
Tenant originally provided the leasehold  improvements).  If the Premises or any
other  portion of the  Building is damaged by fire or other  casualty  resulting
from the fault or negligence of Tenant or any of Tenant's  agents,  employees or
invitees,  the rent hereunder shall not be diminished  during the repair of such
damage and Tenant  shall be liable to  Landlord  for the cost and expense of the
repair and  restoration of the Building  caused thereby to the extent such costs
and expenses are not covered by insurance proceeds.

                                   ARTICLE 14
                                  CONDEMNATION

         14.1  If all of  the  Building  should  be  taken  for  any  public  or
quasi-public use under any governmental law, ordinance or regulation or by right
of eminent  domain or by private  purchase  in lieu  thereof,  this Lease  shall
terminate and the rent shall be abated during the unexpired portion of the Lease
Term,  effective  on the date  physical  possession  is taken by the  condemning
authority,  and Tenant shall have no claim against Landlord for the value of any
unexpired Lease Term.

         14.2 In the event a portion but not all of the Building  shall be taken
for any public or  quasi-public  use under any  governmental  law,  ordinance or
regulation,  or by right of eminent domain,  by private sale in lieu thereof and
the partial  taking or  condemnation  shall render the Building  unsuitable  for
continued  operation,   then  Landlord  shall  have  the  option,  in  its  sole
discretion,  of terminating  this Lease or, at Landlord's sole risk and expense,
restoring and  reconstructing  the Building to the extent necessary to make same
reasonably  tenantable.  Should Landlord not elect to terminate this Lease, then
Landlord  shall restore the Premises and the Lease shall  continue in full force
and effect  with the rent  payable  during the  unexpired  portion of this Lease
being  adjusted  to such an  extent  as may be fair  and  reasonable  under  the
circumstances,  and Tenant shall have no claim against Landlord for the value of
any interrupted portion of this Lease.

<PAGE>

         14.3  Landlord  shall be entitled  to receive  all of the  compensation
awarded upon a condemnation  (or the proceeds of a private sale in lieu thereof)
of all or any part of the Building or the Premises,  including any award for the
value of any unexpired  Lease Term,  and Tenant  hereby  assigns to Landlord and
expressly waives all claim to any such  compensation.  However,  Tenant reserves
for  itself  any  separate  award  made  for  relocation  cost or loss of any of
Tenant's trade  fixtures,  provided no such award shall diminish the amount that
would otherwise be awarded to Landlord.

                                   ARTICLE 15
                       SUBORDINATION, ATTORNMENT, ESTOPPEL

         15.1 This Lease shall be subordinate to any deed of trust, mortgage, or
other security instrument (a "Mortgage"),  or any ground lease, master lease, or
primary lease (a "Primary Lease"),  that now or hereafter covers all or any part
of the  Premises  (the  mortgagee  under any  Mortgage  or the lessor  under any
Primary Lease is referred to herein as  "Landlord's  Mortgagee"),  including any
modifications,  renewals  or  extensions  of such  Mortgage  or  Primary  Lease.
Notwithstanding the foregoing,  Tenant agrees that any such Landlord's Mortgagee
shall have the right at any time to  subordinate  such Mortgage or Primary Lease
to this  Lease on such  terms  and  subject  to such  conditions  as  Landlord's
Mortgagee may deem  appropriate in its discretion.  Tenant agrees upon demand to
execute such further  instruments  subordinating  this Lease or attorning to the
Landlord's  Mortgagee as Landlord may request.  In the event that Tenant  should
fail to execute any subordination or other agreement required by this paragraph,
promptly as requested,  Tenant hereby  irrevocably  constitutes  Landlord as its
attorney in fact to execute such  instrument in Tenant's name,  place and stead,
it being agreed that such power is one coupled with an interest.

         15.2 Tenant shall attorn to any party succeeding to Landlord's interest
in the Premises, whether by purchase,  foreclosure, deed in lieu of foreclosure,
power of sale,  termination of lease, or otherwise,  upon such party's  request,
and shall execute such  agreements  confirming such attornment as such party may
reasonably request.

         15.3  Tenant  shall not seek to enforce  any remedy it may have for any
default on the part of the  Landlord  without  first  giving  written  notice by
certified mail, return receipt  requested,  specifying the default in reasonable
detail, to any Landlord's  Mortgagee whose address has been given to Tenant, and
affording  such  Landlord's  Mortgagee  a  reasonable   opportunity  to  perform
Landlord's obligations hereunder.

         15.4 Tenant  agrees  that,  within ten (10) days of written  request by
Landlord,  it will execute and deliver to such persons as Landlord shall request
a statement in recordable  form  certifying that this Lease is unmodified and in
full force and effect (or if there have been modifications,  that the same is in
full force and effect as so modified), stating the dates to which rent and other
charges payable under this Lease have been paid, stating that Landlord is not in
default  hereunder  (or if Tenant  alleges a default  stating the nature of such
alleged  default)  and further  stating  such other  matters as  Landlord  shall
reasonably require.

                                   ARTICLE 16
                                EVENTS OF DEFAULT

         16.1 The following  shall be  deemed to  be Events of Default by Tenant
under this Lease:

         (a) Tenant  shall  fail to pay any  installment  of Base  Rental or any
other rent or monetary sum when due under the provisions of the Lease.

         (b) Tenant shall fail to comply with any term, provision or covenant of
this lease, other than the payment of a monetary sum, and such failure shall not
be cured within ten (10) days after written notice thereof to Tenant.

         (c) Tenant or any  guarantor of Tenant's  obligations  under this Lease
shall become insolvent, or shall make a transfer in fraud of creditors, or shall
make an assignment for the benefit of creditors.

<PAGE>


         (d) Tenant or any  guarantor of Tenant's  obligations  under this Lease
shall file a petition under any state or federal  bankruptcy or other insolvency
statutes or Tenant or any  guarantor  of Tenant's  obligations  under this Lease
shall be adjudged  bankrupt or insolvent in proceeding  filed against  Tenant or
guarantor  thereunder  and such  adjudication  shall not be vacated or set aside
within thirty (30) days.

         (e) A receiver or trustee shall be appointed  for all or  substantially
all of the assets of Tenant or any guarantor of the  obligations of Tenant under
this Lease and such receivership shall not be terminated or stayed within thirty
(30) days.

         (f) Tenant shall do or permit to be done anything  which creates a lien
upon the Premises or upon all or any part of the Building.

         (g) Tenant shall  desert or  vacate  any  substantial  portion  of  the
premises.

                                   ARTICLE 17
                                    REMEDIES

         17.1 Upon the  occurrence of an Event of Default,  Landlord  shall have
the  option to pursue  any one or more of the  following  remedies  without  any
notice or demand whatsoever, except if required by applicable law:

         (a)  Terminate  this  Lease in which  event  Tenant  shall  immediately
surrender the Premises to Landlord,  and if Tenant fails to do so, Landlord may,
without  prejudice  to any  other  remedy  which it may have for  possession  or
damages, enter upon and take possession and expel or remove Tenant and any other
person who may be  occupying  said  Premises or any part thereof  without  being
liable for prosecution or any claim for damages  therefor,  and Tenant agrees to
pay to Landlord,  as hereinafter set forth in Section 17.2, on demand the amount
of all loss and damage which Landlord may suffer by reason of such  termination,
whether  through  inability  to relet  the  Premises  on  satisfactory  terms or
otherwise.

         (b) Terminate Tenant's right to possession of the Premises, but not the
Lease,  in which  event  Tenant  shall  immediately  surrender  the  Premises to
Landlord,  and if Tenant fails to do so, Landlord may, without  prejudice to any
other remedy which it may have for  possession  or damages,  enter upon and take
possession  of the Premises and expel or remove  Tenant and any other person who
may be  occupying  the  Premises or any part  thereof  without  being liable for
prosecution  or any claim  for  damages  therefor  and  Tenant  agrees to pay to
Landlord,  as hereinafter set forth in Section 17.2, on demand the amount of all
loss and damage which Landlord may suffer by reason of such termination, whether
through inability to relet the Premises on satisfactory terms or otherwise.

         (c) Enter upon the Premises,  without terminating the Lease or Tenant's
right to possession  and without being liable for  prosecution  or any claim for
damages therefor, and do whatever Tenant is obligated to do under the provisions
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,  plus an  administrative  fee equal to  fifteen
percent (15%) of any expenses  incurred by Landlord,  and Tenant  further agrees
that  Landlord  shall not be liable for any damages  resulting to the Tenant for
such action.

         (d) Not to re-enter the Premises or terminate  the Lease,  but to allow
Tenant to remain in possession of the Premises, and bring suit against Tenant to
collect  the  monthly  rents and other  charges  provided  in this Lease as they
accrue.  Landlord shall have a right to allow such deficiencies of monthly rents
and other charges provided in this Lease to accumulate and to bring an action on
several or all of the accrued  deficiencies at one time. Any such suit shall not
prejudice  in any way the right of  Landlord  to bring a similar  action for any
subsequent deficiency or deficiencies.

         Tenant agrees that any re-entry into the Premises  under the provisions
of subpart (b) of this Section shall not be deemed a termination of the Lease or
an acceptance  of the surrender  thereof,  unless  Landlord  shall have notified
Tenant in writing  that it has so elected to  terminate  the Lease.  Tenant also
agrees that any notice  pursuant to an action for forcible  detainer or eviction
shall not be deemed to be a termination of the Lease unless  Landlord shall have
also  notified  Tenant in writing that it has so elected to terminate the Lease.
Any  election of the remedy  provided in subpart (b) of this  Section  shall not
preclude the subsequent  election by Landlord of the remedy under subpart (a) of
this Section.

<PAGE>


         Should  Landlord elect to re-enter the Premises under the provisions of
subparts  (a) or (b),  Landlord  shall  make  reasonable  efforts  to relet  the
Premises.  Nothing  herein,  however,  shall prohibit  Landlord from leasing any
other vacant space in the Building  before  leasing the Premises,  or from using
its  business  judgment in respect to the  releasing  of the  Premises.  In this
regard,  Landlord  shall not be required to relet the  Premises in part,  rather
than a whole,  or for a rental rate less than the rental rate then being offered
to prospective tenants for other space in the Building.

         17.2 Should Landlord at any time terminate this Lease or Tenant's right
to possession for an Event of Default,  Landlord shall recover from Tenant,  and
Tenant  shall be  liable  and pay to  Landlord,  as  damages  a sum equal to the
following:

          (i) the unpaid monthly rents and other charges  provided in this Lease
     and which accrued prior to the date of termination;

          (ii) an amount equal to the following:

         (A) Until Landlord is able,  through reasonable  efforts,  to relet the
Premises under terms  satisfactory to Landlord,  in its sole discretion,  Tenant
shall pay to Landlord  on or before the first day of each  calendar  month,  the
monthly  rentals and other  charges  provided  in this  Lease.  If and after the
Premises  have been  relet by  Landlord,  Tenant  shall pay to  Landlord  on the
twentieth  (20th) day of each calendar month the difference  between the monthly
rentals and other  charges  provided in this Lease for such  calendar  month and
that  actually  collected  by Landlord for such month.  If it is  necessary  for
Landlord to bring suit in order to collect any deficiency, Landlord shall have a
right to allow such deficiencies to accumulate and to bring an action on several
or all of the  accrued  deficiencies  at one  time.  Any  such  suit  shall  not
prejudice  in any way the right of  Landlord  to bring a similar  action for any
subsequent  deficiency or  deficiencies.  Any amount  collected by Landlord from
subsequent  tenants for any calendar month in excess of the monthly  rentals and
other charges  provided in this Lease,  shall be credited to Tenant,  first,  in
reduction  of Tenant's  liability  for any  calendar  month for which the amount
collected by Landlord  will be less than the monthly  rentals and other  charges
provided  in this Lease and,  then,  against  Tenant's  liability  for any other
damages of  Landlord  hereunder,  and  Tenant  shall have no right to any excess
other than the above-described credits; and

         (B) When Landlord desires,  Landlord may demand a final settlement,  in
which event,  Landlord  shall have a right to, and Tenant  hereby agrees to pay,
the difference between (1) the total monthly rents and other charges provided in
this Lease for the remainder of the Lease Term, and (2) the fair rental value of
the Premises for such period (determined as of the time of the final settlement)
such  difference  discounted to present value using the prime rate  published in
the Wall Street  Journal for the region in which the  Building is located on the
date of the final settlement; and

          (iii) all other damages which  Landlord may  demonstrate  it incurred,
     including,  without limitation, any and all costs of retaking the Premises,
     costs of maintaining  and preserving the Premises after such retaking,  and
     costs of  reletting  the  Premises,  such as costs to repair or remodel the
     Premises and to pay leasing commissions.

         If  Landlord  elects to  exercise  the  remedy  prescribed  in  Section
17.2(ii) (A) above,  this election shall not prejudice  Landlord's  right at any
time  thereafter  to cancel said  election in favor of the remedy  prescribed in
Section 17.2 (ii) (B) above.

         As used in Article  17,  the  phrase  "the  monthly  rentals  and other
charges  provided  in this Lease"  shall mean the monthly  amount of Base Rental
plus the monthly  amount of Tenant's Pro Rata Share of Excess  Basic  Costs.  If
Landlord  demands a final  settlement,  then  Landlord  shall  have the right to
estimate  Tenant's Pro Rata share of Excess Basic Costs for the remainder of the
Lease Term.

         Any past due  monthly  rents and other  charges  provided in this Lease
shall bear  interest at the Default  Interest  rate,  defined  elsewhere  in the
Lease.

         17.3 Upon the occurrence of an Event of Default, Landlord may alter all
locks and  security  devices at the Premises and will not be obligated to return
the key to Tenant if Landlord has elected  either to terminate  this Lease under
Section 17.1(a) or permanently  repossess the Premises under Section 17.1(b). If
Landlord  alters all locks and security  devices at the  Premises  because of an
Event of Default without  electing either to terminate this Lease or permanently

<PAGE>

repossess the Premises, then Landlord shall return the key to Tenant only during
the regular business hours of Landlord's  property manager and only in the event
Tenant has paid the rent or otherwise  performed  the  obligations  necessary to
cure the Event of Default and, further, Tenant provides reasonable assurances to
Landlord evidencing Tenant's ability to perform its remaining  obligations under
this Lease. In the event Landlord alters the locks and the keys are not returned
to Tenant,  then, upon the prior written  request of Tenant  accompanied by such
releases and waivers as Landlord may require,  Landlord,  at its option, may (i)
escort Tenant to the Premises to retrieve personal belongings and other property
not subject to Landlord's lien and security interest, or (ii) obtain from Tenant
a list of such personal  belongings and personal property and advise Tenant of a
time and place where such items will be made  available  to Tenant.  If Landlord
elects the latter  option,  then Tenant shall  reimburse to Landlord the cost of
moving  and/or  storing the items prior to Landlord's  making same  available to
Tenant.

         17.4 Should  Landlord  re-enter and take  possession  of the  Premises,
Landlord may,  with respect to any and all  furniture,  fixtures,  equipment and
other  personal  property  located on the Premises,  exercise one or more of the
following  rights:  (i) sell the personal property pursuant to any lien retained
by Landlord;  (ii) remove the personal  property from the Premises  (without the
necessity of obtaining a distress warrant,  writ of sequestration or other legal
process) and place same in storage 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;  or
(iii) dispose of any of the personal property.  Should Landlord elect to dispose
of any of the personal property, whether or not such personal property was first
placed in storage,  Landlord  shall give Tenant  written notice at Tenant's last
known  address  advising  Tenant  that  Landlord  will  dispose of the  personal
property unless Tenant  retrieves same within five (5) days from the date of the
notice and pays to  Landlord  any costs  incurred  for storage  and/or  removal.
Landlord  shall  also  have the  right to  relinquish  possession  of all or any
portion of such  personal  property  to any person  claiming  to be  entitled to
possession thereof who presents to Landlord a copy of any instrument represented
to Landlord by such person to grant such person the right to take  possession of
such personal property, without the necessity on the part of Landlord to inquire
into the  authenticity  of the copy of the instrument or of 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  such  person  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 of other personal property to the
person. The rights of Landlord herein stated shall be in addition to any and all
other rights which  Landlord has or may hereafter  have a law or in equity,  and
Tenant  stipulates  and  agrees  that the rights  herein  granted  Landlord  are
commercially  reasonable.  Tenant knowingly and irrevocably waives any claims it
may have  against  Landlord  arising  from  Landlord's  removal  and  storage of
Tenant's personal property in accordance with the provisions of this paragraph.

         17.5 No re-entry or taking possession of the Premises by Landlord shall
be  construed  as an election  on its part to  terminate  this  Lease,  unless a
written notice of such intention shall be given to Tenant.  Notwithstanding  any
such re-entry or taking  possession  of the  Premises,  Landlord may at any time
thereafter  elect to  terminate  this  Lease by reason of the Event of  Default.
Pursuit  of any of the  remedies  set forth in  Article  17 shall  not  preclude
pursuit of any of the other  remedies  in Article 17 or any others  provided  in
this Lease or any other  remedies  provided  by law or in equity.  The  specific
remedies to which  Landlord may resort under this Lease are  cumulative  and are
not  intended to be  exclusive  of any other  remedies to which  Landlord may be
lawfully  entitled  in case of a breach or  threatened  breach of the Lease.  In
addition to any other remedies provided in the Lease, Landlord shall be entitled
to seek injunctive  relief to restrain any violation or threatened  violation of
the  covenants,  conditions or  provisions  of this lease or to compel  specific
performance.  The  pursuit  of any  remedy  provided  in this  Lease  shall  not
constitute a forfeiture  or waiver of any rent due to Landlord  under this Lease
or of any damages  accruing to Landlord by reason of the violation of any of the
terms,  provisions and covenants contained in this Lease.  Landlord's acceptance
of rent  following  an Event of  Default  hereunder  shall not be  construed  as
Landlord's  waiver of such  Event of Default  unless  such  waiver is  expressly
stated in writing signed by Landlord.  No waiver by Landlord of any violation or
breach of the terms,  provisions,  and covenants of the Lease shall be deemed or
construed to constitute a waiver of any other  violation or breach of any of the
terms, provisions, and covenants of the Lease. No consent by Landlord to any act
of Tenant  under  this  Lease  shall be  deemed  to waive or render  unnecessary
consent to any subsequent or similar act. Forbearance by Landlord to enforce one
or more of the remedies  herein  provided  upon an Event of Default shall not be
deemed or  construed to  constitute a waiver of any other  violation or Event of
Default.

<PAGE>


         17.6  Landlord  and  Tenant  hereby  irrevocably  waive,  to the extent
permitted by law, any right to trial by jury in any lawsuit, action, proceeding,
or  counterclaim  brought by either party hereto against the other on any matter
arising out of or connected  with this Lease,  the acts or omissions of Landlord
or Tenant in connection  with this Lease,  or Tenant's  occupancy and use of the
Premises and the Building.

         17.7  Tenant  shall not for any  reason  withhold  or  reduce  Tenant's
required  payments of rent and other  charges  provided in this Lease,  it being
agreed that the  obligations  of Landlord  under this Lease are  independent  of
Tenant's  obligations  except  as  may  be  otherwise  expressly  provided.  The
immediately preceding sentence shall not be deemed to deny Tenant the pursuit of
all rights granted it under this Lease or at law;  however,  at the direction of
Landlord,  Tenant's  claims in this regard  shall be  litigated  in  proceedings
different from any litigation  involving rent claims or other claims by Landlord
against  Tenant  (i.e.,  each party may proceed to a separate  judgment  without
consideration,  counterclaim  or offset as to the claims  asserted  by the other
party).

         17.8 In the event of any default described in subsection (d) of Section
16.1 of this  Lease,  any  assumption  and  assignment  must  conform  with  the
requirements of the Bankruptcy  Code which provides,  in part, that the Landlord
must be provided with adequate assurance of the following: (i) that the proposed
assignee has sources to pay monthly  rents and any other  charges due under this
Lease;  (ii) that the  financial  condition  and  operating  performance  of any
proposed assignee and its guarantors,  if any, shall be similar to the financial
condition and operating performance of Tenant and its guarantors,  if any, as of
the date of execution of this Lease;  (iii) that any  percentage  rent due under
this  Lease  will  not  decline  substantially;  (iv)  that  any  assumption  or
assignment is subject to all of the provisions of this Lease (including, but not
limited  to,  restrictions  as to use) and will not  breach  any such  provision
contained in any other Lease, financing agreement or other agreement relating to
the Building;  and (v) that any  assumption  or assignment  will not disrupt any
tenant mix or balance in the Building.

         (a) In order to provide Landlord with the assurance contemplated by the
Bankruptcy Code, Tenant must fulfill the following  obligations,  in addition to
any  other  reasonable  obligations  that  Landlord  may  require,   before  any
assumption of this Lease is effective:  (i) all defaults under subsection (a) of
Section  16.1 of this Lease must be cured within ten (10) days after the date of
assumption;  (ii) all other defaults under Section 16.1 of this Lease other than
under  subsection  (d) of Section  16.1 must be cured within ten (10) days after
the date of assumption;  (iii) all actual  monetary  losses incurred by Landlord
(including,  but not limited  to,  reasonable  attorneys'  fees) must be paid to
Landlord  within ten (10) days after the date of  assumption;  and (iv) Landlord
must  receive  within  ten (10) days  after the date of  assumption  a  Security
Deposit in the amount of six (6) months  Base  Rental  (using the Base Rental in
effect for the first full month  immediately  following the  assumption)  and an
advance  prepayment of Base Rental in the amount of three (3) months Base Rental
(using the Base Rental in effect for the first full month immediately  following
the  assumption),  both sums to be held by Landlord in accordance with the other
provisions of this Lease, including, without limitation, Section 4.3, and deemed
to be rent under this Lease for the purposes of the  Bankruptcy  Code as amended
and from time to time in effect.

         (b) In  the  event  this  Lease  is  assumed  in  accordance  with  the
requirements  of the  Bankruptcy  Code  and  this  Lease,  and  is  subsequently
assigned,  then, in addition to any other  reasonable  obligations that Landlord
may require and in order to provide Landlord with the assurances contemplated by
the  Bankruptcy  Code,  Landlord  shall be provided  with the  following:  (i) a
financial  statement  of the  proposed  assignee  prepared  in  accordance  with
generally accepted accounting principles  consistently applied, though on a cash
basis,  which  reveals  a net  worth  in an  amount  sufficient,  in  Landlord's
reasonable  judgment,  to assure the future performance by the proposed assignee
of Tenant's  obligations  under this Lease; or (ii) a written guaranty by one or
more  guarantors  with  financial  ability   sufficient  to  assure  the  future
performance  of Tenant's  obligations  under this lease,  such guaranty to be in
form and content satisfactory to Landlord and to cover the performance of all of
Tenant's obligations under this Lease.

<PAGE>


                                   ARTICLE 18
                               LANDLORD'S DEFAULT

         18.1  Landlord  shall be in default under the Lease if Landlord has not
begun and pursued with reasonable  diligence the cure of any failure of Landlord
to meet its  obligations  under the Lease within thirty (30) days of the receipt
by  Landlord of written  notice  from Tenant of the alleged  failure to perform.
Tenant hereby waives any right to terminate or rescind this Lease as a result of
Landlord's default as to any covenant or agreement contained in this Lease or as
a result of the breach of any  promise  or  inducement  hereof,  whether in this
Lease or elsewhere  and Tenant  hereby  agrees that  Tenant's  sole remedies for
default  hereunder and for breach of any promise or inducement  shall be limited
to a suit for damages  and/or  injunctive  relief.  In addition,  Tenant  hereby
covenants  that,  prior to the exercise of any such  remedies,  it will give the
mortgagees holding mortgages on the project notice and a reasonable time to cure
any default by Landlord.

         18.2 The  liability  of  Landlord to Tenant for any default by Landlord
under the terms of this Lease shall be limited to Tenant's  actual  direct,  but
not consequential,  damages therefor. Tenant agrees to look solely to the estate
and interest of Landlord in the Building for the  collection  of any judgment or
other judicial  process  requiring the payment of money by Landlord in the event
of a default or breach by  Landlord  with  respect to this  Lease,  and no other
assets of Landlord shall be subject to levy of execution or other procedures for
the satisfaction of Tenant's rights.   This section shall not be deemed to limit
or deny any  remedies  which Tenant may have in the event of default by Landlord
hereunder which do not involve the personal liability of Landlord.

                                   ARTICLE 19
                           LANDLORD'S CONTRACTUAL LIEN

         19.1 Landlord shall have, at all times,  a valid  security  interest in
and upon the  present  and future  receivables  of Tenant and all goods,  wares,
equipment,  fixtures,  furniture,  improvements  and other personal  property of
Tenant  presently or which may  hereafter be situated on the  Premises,  and all
proceeds therefrom, and such property shall not be removed therefrom without the
consent of  Landlord  until all  arrearage  in rent as well as any and all other
sums of money  then due to  Landlord  hereunder  shall  first have been paid and
discharged  and all the covenants,  agreements  and conditions  hereof have been
fully  complied  with and  performed  by  Tenant.  This  contractual  lien is in
addition  to any and all liens in favor of  Landlord  and  arising  under law or
otherwise  and is given to secure  payment  of all rent and other  sums of money
becoming due under the Lease from Tenant and to secure payment of any damages or
loss  which  Landlord  may  suffer  by  reason  of the  breach  by Tenant of any
covenant,  agreement  or  condition  contained  herein  and  shall  survive  any
termination of this Lease by reason of a default by Tenant.  Upon the occurrence
of any Event of  Default by  Tenant,  Landlord  may,  in  addition  to any other
remedies provided herein, enter upon the Premises and take possession of any and
all  goods,  wares,  equipment,  fixtures,  furniture,  improvements  and  other
personal  property of Tenant  situated on the  Premises,  without  liability for
trespass or conversion,  store same (on or off the Premises or Project) and sell
the same at public or private sale,  with or without having such property at the
sale, after giving Tenant  reasonable notice of the time and place of any public
sale or of the time after  which any private  sale is to be made,  at which sale
the Landlord or its assigns may purchase  unless  otherwise  prohibited  by law.
Without  intending  to  exclude  any other  manner of giving  Tenant  reasonable
notice,  the  requirement  of  reasonable  notice shall be met if such notice is
given in the manner  prescribed  in this Lease at least five (5) days before the
time of sale  unless  otherwise  required  by law.  The  proceeds  from any such
disposition,  less any and all expenses connected with the taking of possession,
holding and selling of the property  (including  reasonable  attorneys' fees and
other expenses),  shall be applied as a credit against the indebtedness  secured
by the security  interest granted in this section.  Any surplus shall be paid to
Tenant  or  as  otherwise  required  by  law;  and  the  Tenant  shall  pay  any
deficiencies forthwith.  Upon request by Landlord,  Tenant agrees to execute and
deliver to Landlord  within ten (10) days of such request a financing  statement
in  form  sufficient  to  perfect  the  security  interest  of  Landlord  in the
aforementioned property and proceeds thereof under the provisions of the Uniform
Commercial Code in force in the State of Texas. Landlord may also file a copy of
this Lease to perfect its interest in the personal  property of Tenant described
above.

<PAGE>

                                   ARTICLE 20
                       SURRENDER OF PREMISES; HOLDING OVER

         20.1 No act by Landlord shall be deemed an acceptance of a surrender of
the  Premises,  and no agreement to accept a surrender of the Premises  shall be
valid  unless  the  same is made in  writing  and  signed  by  Landlord.  At the
expiration or  termination  of this Lease,  Tenant shall deliver to Landlord the
Premises  "broom-clean" and with all improvements located thereon in good repair
and  condition,  reasonable  wear and tear  and  condemnation  and fire or other
casualty damage not caused by Tenant excepted, and shall deliver to Landlord all
keys to the Premises.  Provided that Tenant has performed all of its obligations
hereunder,  Tenant may remove all  unattached  trade  fixtures,  furniture,  and
personal  property placed in the Premises by Tenant (but Tenant shall not remove
any  such  item  which  was  paid  for,  in  whole  or in  part,  by  Landlord).
Additionally,  Tenant shall remove such  alterations,  additions,  improvements,
trade fixtures, equipment, wiring, and furniture as Landlord may request. Tenant
shall repair all damage caused by such  removal.  All items not so removed shall
be deemed to have  been  abandoned  by  Tenant  and may be  appropriated,  sold,
stored, destroyed, or otherwise disposed of by Landlord at any time, thereafter,
without  notice to Tenant and without any  obligation to account for such items.
If Landlord incurs any cost in the storage or removal of any such items,  Tenant
shall pay to Landlord on demand any and all such charges. The provisions of this
paragraph shall survive the expiration or termination of the Lease.

         20.2 If Tenant, or any party under Tenant claiming rights to the Lease,
fails to vacate the Premises at the end of the Lease Term,  then such possession
shall be an unlawful detainer (Landlord  reserving the right to seek an eviction
or removal),  no tenancy shall be created,  and Tenant shall pay each day during
any  holdover  period  a daily  Base  Rental  equal  to the  greater  of (a) one
thirtieth  (1/30th)  of one hundred  fifty  percent  (150%) of the monthly  Base
Rental  payable  during the last month of the Lease Term, or (b) the  prevailing
rental  rate for  similar  space in the  Building,  plus,  Tenant  shall pay any
additional  rental due under the other  provisions of this Lease during any such
holdover  period.  In addition to payment of rent,  Tenant shall pay to Landlord
all other  damages to which  Landlord  may be  entitled  as a result of Tenant's
holding over.

                                   ARTICLE 21
                                 RIGHT OF ACCESS

         21.1  Landlord or  Landlord's  representatives  shall have the right to
enter into and upon the Premises at any and all reasonable times (i) to inspect,
clean or make  repairs or  alterations  or additions to the Premises as Landlord
may deem  necessary  (but without any  obligation  to do so, except as expressly
provided  elsewhere in the Lease),  or (ii) to show the Premises to  prospective
tenants,  purchasers  or  lenders;  and  Tenant  shall  not be  entitled  to any
abatement or reduction  of rent by reason  thereof,  nor shall any such entry be
deemed to be an actual or constructive eviction.

                                   ARTICLE 22
                               SUBSTITUTION SPACE

         22.1 From time to time during the Term, Landlord may substitute for the
Premises other space that has an area at least equal to that of the Premises and
is  located  in the  Building  or in any other  comparable  building  managed by
Landlord or an affiliate of Landlord (the "Substitution Space").

         22.2 If Landlord  exercises  such right by giving Tenant notice thereof
("Substitution  Notice") at least sixty (60) days before the  effective  date of
such substitution, then (i) the description of the Premises shall be replaced by
the  description  of the  Substitution  Space;  and  (ii) all of the  terms  and
conditions of this Lease shall apply to the  Substitution  Space except that (A)
if the then unexpired balance of the Lease Term shall be less than one (1) year,
then the Lease Term shall be  extended so that it shall be one (1) year from the
Substitution  Commencement  Date (defined  below),  and (B) if the  Substitution
Space contains more square footage than the Premises,  then the Base Rental then
in effect shall be increased  proportionately (provided that such increase shall
not exceed 105% of the Base Rental due for the Premises) and shall be subject to
adjustment as herein  provided.  The effective  date of such  substitution  (the
"Substitution   Commencement   Date")  shall  be  the  date   specified  in  the
Substitution Notice or, if Landlord is required to perform tenant finish work to
the  Substitution  Space  under this  Article,  then the date on which  Landlord
substantially  completes  such  tenant  finish  work.  If Landlord is delayed in
performing the tenant finish work by Tenant's actions (either by Tenant's change
in  the  plans  and  specifications  for  such  work  or  otherwise),  then  the
Substitution  Commencement  Date shall not be extended and Tenant shall pay rent
for the  Substitution  Space beginning on the date specified in the Substitution
Notice.

<PAGE>


         22.3 Tenant may either accept  possession of the Substitution  Space in
its  "as is"  condition  as of the  Substitution  Commencement  Date or  require
Landlord to alter the Substitution Space in the same manner as the Premises were
altered or were to be altered.  Tenant shall deliver to Landlord  written notice
of its  election  within  ten (10) days after the  Substitution  Notice has been
delivered to Tenant. If Tenant fails to timely deliver notice of its election or
if an Event of Default then exists,  then Tenant shall be deemed to have elected
to accept  possession of the  Substitution  Space in its "as is"  condition.  If
Tenant timely elects to require Landlord to alter the Substitution  Space,  then
(i)  notwithstanding  Section 22.2, if the then unexpired balance of the Term is
less than three (3) years,  then the Term shall be extended so that it continues
for three (3) years from the  Substitution  Commencement  Date,  and (ii) Tenant
shall  continue  to occupy the  Premises  (upon all of the terms of this  Lease)
until the Substitution Commencement Date.

         22.4 Tenant shall move from the Premises  into the  Substitution  Space
and shall  surrender  possession  of the Premises as provided in Section 20.1 by
the  Substitution  Commencement  Date. If Tenant occupies the Premises after the
Substitution Commencement Date, then Tenant's occupancy of the Premises shall be
a tenancy-at-will (and, without limiting all other rights and remedies available
to Landlord,  including  instituting a forcible detainer suit), Tenant shall pay
Base Rental for the  Premises as provided in Section 20.2 and all other rent due
therefor  until such  occupancy  ends;  such amounts shall be in addition to the
rent due for the Substitution Space.

         22.5 If Landlord exercises its substitution  right, then Landlord shall
reimburse  Tenant for  Tenant's  reasonable  out-of-pocket  expenses  for moving
Tenant's  furniture,  equipment,  supplies  and  telephone  equipment  from  the
Premises to the Substitution Space and for reprinting Tenant's stationery of the
same  quality and  quantity of Tenant's  stationery  supply on hand  immediately
prior to Landlord's  notice to Tenant of the exercise of this relocation  right.
If the Substitution Space contains more square footage than the Premises, and if
the Premises were  carpeted,  Landlord shall supply and install and equal amount
of carpeting of the same or equivalent quality and color.

                                   ARTICLE 23
                                  MISCELLANEOUS

         23.1 Attorneys'  Fees. In case it should be necessary or proper for one
party to bring an action  under  this Lease  against  the other , then the party
which  does not  prevail  agrees  in each and any such  case to pay to the party
which  prevails  its  reasonable  attorneys'  fees.  Furthermore,  should  it be
necessary  for  Landlord to consult an attorney  for the  enforcement  of any of
Landlord's rights hereunder  (including seeking payment of any amounts due under
the  Lease)   without  the  necessity  of  bringing  an  action,   then  Tenant,
nonetheless,  agrees in such event to pay to Landlord its reasonable  attorneys'
fees.

         23.2  Taxes.  Tenant  shall be liable for all taxes  levied or assessed
against  personal  property,  furniture,  or  fixtures  placed  by Tenant in the
Premises. If any taxes for which Tenant is liable are levied or assessed against
Landlord or Landlord's  property and Landlord  elects to pay the same, or if the
assessed value of Landlord's property is increased by inclusion of such personal
property,  furniture or fixtures  and Landlord  elects to pay the taxes based on
such increase, then Tenant shall pay to Landlord, upon demand, that part of such
taxes for which Tenant is primarily liable hereunder.

         23.3 Name.  Tenant shall not,  without the written consent of Landlord,
use the name of the  Building  for any purpose  other than as the address of the
business to be  conducted  by Tenant in the  Premises.  In no event shall Tenant
acquire any rights in or to such name and Landlord  reserves the right from time
to time and at any time to change the name of the Building.

         23.4 Financial Statements. Prior to the execution of this Lease, Tenant
has delivered financial  statements to Landlord,  prepared by a certified public
accountant and certified to be true and correct in all material aspects.  Tenant
further agrees to deliver to Landlord updated financial  statements from time to
time  within  ten  (10)  days of  Landlord's  written  request,  each  financial
statement  certified  to be true  and  correct  in all  material  aspects  by an
authorized person on behalf of Tenant.

         23.5  Brokerage.  Landlord and Tenant each warrant to the other that it
has not dealt with any broker or agent in  connection  with the  negotiation  or
execution  of  this  Lease,  other  than  the  person(s)  listed  in  the  Basic
Definitions and Lease Provisions of this Lease (the "Broker(s)"). Except for any
Broker(s)  who shall be  compensated  in  accordance  with the  provisions  of a
separate  agreement,  Landlord  and  Tenant  each agree to  indemnify  the other
against  all  costs,   expenses,   attorneys'  fees,  and  other  liability  for
commissions or other compensation  claimed by any other broker or agent claiming
the same by, through, or under the indemnifying party.

<PAGE>


         23.6 Quiet  Enjoyment.  Provided  Tenant has performed all of the terms
and conditions of this Lease to be performed by Tenant,  Tenant shall  peaceably
and quietly  hold and enjoy the Premises for the Term,  without  hindrance  from
Landlord or any party claiming by, through,  or under  Landlord,  subject to the
terms and conditions of this Lease.

         23.7 Force Majeure.  Whenever a period of time is herein prescribed for
action to be taken by either  party  hereto,  such party  shall not be liable or
responsible  for, and there shall be excluded from the  computation for any such
period of time, delays due to strikes, riots, acts of God, shortages of labor or
materials,  war, governmental laws, regulations,  or restrictions,  or any other
causes of any kind  whatsoever  which are beyond the control of such party.  The
foregoing shall not excuse,  however, the timely payment of rent by Tenant under
the provisions of this Lease.

         23.8 Notices.  All notices and other  communications given by one party
to the other under the  provisions of this Lease shall be in writing,  addressed
to the  party  at the  address  provided  in the  Basic  Definitions  and  Lease
Provisions,  and shall be by one of the  following:  (i) mailed by first  class,
United States Mail, postage prepaid,  certified,  with return receipt requested,
(ii) hand delivered by courier to the intended address, or (iii) sent by prepaid
telegram,  cable,  facsimile  transmission,  or telex followed by a confirmatory
letter.  Notice sent by certified  mail shall be effective  three (3) days after
being  deposited in the United States Mail; all other notices shall be effective
upon  delivery to the address of the  addressee.  The parties  hereto may change
their  addresses by giving notice  thereof to the other in conformity  with this
provision.

         23.9 Joint and  Several  Liability.  If there is more than one  Tenant,
then the obligations  hereunder  imposed upon Tenant shall be joint and several.
If there is a guarantor of Tenant's obligations hereunder,  then the obligations
hereunder  imposed  upon Tenant  shall be the joint and several  obligations  of
Tenant and such  guarantor,  and Landlord need not first proceed  against Tenant
before  proceeding  against  such  guarantor  nor  shall any such  guarantor  be
released from its guaranty for any reason whatsoever.

         23.10  Severability.  If any  clause  or  provision  of this  Lease  is
illegal,  invalid,  or  unenforceable  under  present or future  laws,  then the
remainder of this Lease shall not be affected thereby and in lieu of such clause
or provision, there shall be added as a part of this Lease a clause of provision
as  similar  in terms to such  illegal,  invalid,  or  unenforceable  clause  or
provision as may be possible and be legal, valid, and enforceable.

         23.11 Amendments;  Construction and Binding Effect.  This Lease may not
be amended  except by  instrument in writing  signed by Landlord and Tenant.  No
provision  of this Lease shall be deemed to have been waived by Landlord  unless
such waiver is in writing  signed by Landlord,  and no custom or practice  which
may evolve between the parties in the  administration of the terms thereof shall
waive or diminish the right of Landlord to insist upon the performance by Tenant
in strict accordance with the terms hereof.  The terms and conditions  contained
in this Lease  shall  inure to the  benefit of and be binding  upon the  parties
hereto,   and  upon  their   respective   successors   in  interest   and  legal
representatives,  except as otherwise herein expressly  provided.  This Lease is
for the sole  benefit  of  Landlord  and  Tenant,  and,  other  than  Landlord's
Mortgagee or a successor  thereto,  no third party shall be deemed a beneficiary
hereof.

         23.12  Captions.   The  captions   contained  in  this  Lease  are  for
convenience  of  reference  only,  and do not  limit or  enlarge  the  terms and
conditions of this Lease.

         23.13  Recording.  Tenant  shall not record or permit to be recorded in
the  official  records of the county where the Premises are located the Lease or
any memorandum of lease or other document  giving notice of the existence of the
Lease.

         23.14  Time of Essence.  Except as otherwise expressly provided in this
Lease, time is of the essence.

         23.15 Governing Law; Venue. The laws of the state in which the Building
is  located  shall  govern  the   interpretation,   validity,   performance  and
enforcement  of this Lease.  Venue for any action  under this Lease shall be the
county in which rentals are due.

<PAGE>


         23.16 Authority. If Tenant is a corporation or partnership,  the person
executing the Lease on behalf of Tenant hereby  represents and warrants that (i)
he is duly  authorized  and  empowered to execute the Lease on behalf of Tenant,
(ii) Tenant has full right and  authority  to enter into this  Lease,  and (iii)
upon full execution,  this Lease  constitutes a valid and binding  obligation of
Tenant.

         23.17 Approval.  Any approval of Landlord required under the provisions
of this Lease must be in writing or it shall not be deemed to be effective  and,
if not in  writing,  then in the  making  of proof  thereof,  Landlord  shall be
presumed not to have given its approval.

         23.18 No  Merger.  There  shall be no  merger of the  leasehold  estate
hereby  created  with the fee estate in the  Premises or any part thereof if the
same  person  acquires  or holds,  directly  or  indirectly,  this  Lease or any
interest  in this Lease and the fee estate in the  Premises  or any  interest in
such fee estate.

         23.19  No  Partnership.  Nothing  in this  Lease  shall  be  deemed  or
construed  by the  parties  hereto,  nor by any third  party,  as  creating  the
relationship  of  principal  and  agent or of  partnership  or of joint  venture
between the parties  hereto,  it being  understood  and agreed that  neither the
method of computation of rent, nor any other provision contained herein, nor any
acts of the parties hereto,  shall be deemed to create any relationship  between
the parties hereto other than the relationship of landlord and tenant.

         23.20 No Offer.  The submission of this Lease by Landlord to Tenant for
examination  shall not be construed as an offer to lease or a reservation  of an
option to lease. Further, it is the intention of the parties that Landlord shall
not be bound and Tenant  shall not have any rights  under this Lease  unless and
until Landlord executes a copy of this Lease and delivers it to Tenant.

         23.21 Exhibits.  All  exhibits  and  attachments  attached  hereto  are
incorporated herein by this reference.

                  Exhibit A -       Legal Description
                  Exhibit B -       Outline of Premises
                  Exhibit C -       Operating Expense Reimbursement
                  Exhibit D -       Building Rules and Regulations
                  Exhibit E -       Work Letter
                  Exhibit F -       Commencement Date Letter
                  Exhibit M -       Special Conditions

         23.22 Entire  Agreement.  This Lease,  including all exhibits  attached
hereto,  constitutes the entire agreement  between Landlord and Tenant regarding
the subject matter hereof and supersedes all oral  statements and prior writings
relating thereto.  Except for those set forth in this Lease, no representations,
warranties,  or  agreements  have been  made by  Landlord,  Landlord's  agent or
Tenant,  anyone of the  foregoing to the other with respect to this Lease or the
obligations to Landlord or Tenant in connection therewith.

<PAGE>


EXECUTED to be effective on the day and date first written above.

                                            LANDLORD:

                                            AETNA LIFE INSURANCE COMPANY

                                            By: Allegis Realty Investors LLC,

                                            Its Investment Advisor and Agent

                                            By:
                                                -----------------------------
                                            Printed Name: James G. Hughes
                                            Title:  Vice President
ATTEST:                                     TENANT:

                                            PHYMED, INC., a Texas Corporation

                                            By:
---------------------------                     -----------------------------
            (Title)                             Printed Name: George Barker
                                                Title:  President


<PAGE>


                                   EXHIBIT "A"
                                LEGAL DESCRIPTION
                            COMMERCE PLAZA HILLCREST

BEING block A/7467,  Hillcrest 635 Addition,  an Addition to the City of Dallas,
Dallas County, Texas, as recorded in Volume 71021, Page 2073-2080,  Map Records,
Dallas County,  Texas,  and being out of the HIRAM WILBURN SURVEY,  Abstract No.
1568:

BEGINNING  at a point  for a corner in the East  right of way line of  Hillcrest
Road with its  intersection  with the Southerly  right of way line of Interstate
Highway 635;

THENCE  South  82  degrees  15' 12"  East,  along  the  said  Southerly  Line of
Interstate Highway 635, 1136.34 feet to a point to a corner;

THENCE  South 17 degrees 29' 31" East along the  encroachment  limit line on the
West side of White Rock Creek,  340.62 feet to a point for a corner in the South
Line of City of Dallas  Block No.  7467 and in the North  Line of City of Dallas
Block 7466;

THENCE  North 89  degrees  00' 00" West,  along the North Line of City of Dallas
Block No.  7466,1249.71  feet to a point  for a corner in the East  right of way
line of Hillcrest Road, said right of way being 60.00 feet in width;

THENCE North 00 degrees 09' 18" East,  along said East Line of  Hillcrest  Road,
378.08 feet to a point for a corner;

THENCE  South 89  degrees  57' 07"  East,  continuing  along  the  East  Line of
Hillcrest Road, 20.00 feet to a point for a corner;

THENCE  North 00  degrees  06' 33"  East,  continuing  along  the  East  Line of
Hillcrest  Road 78.18 feet to the POINT OF BEGINNING and  containing  463,313.34
square feet or 10.636 acres of land, more or less.

And now known as Block A/7467,  Hillcrest 635 Addition,  an Addition to the City
of Dallas,  Texas,  according to the map thereof recorded in Volume 71021,  Page
2073, Map Records of Dallas County, Texas


<PAGE>


                                   Exhibit "B"



















<PAGE>


                                   EXHIBIT "C"

                         OPERATING EXPENSE REIMBURSEMENT

         This Exhibit is attached to and made a part of the Lease by and between
AETNA LIFE INSURANCE COMPANY  ("Landlord") and PHYMED, INC., a Texas Corporation
("Tenant").

         A. Tenant shall pay Tenant's  Pro-Rata Share of the  excess  ("Excess")
of actual  Basic Costs for a calendar  year over the actual  Basic Costs for the
calendar  year of 1999 , (the  "Expense  Stop").  Landlord may make a good faith
estimate of the Excess for any calendar  year or part  thereof  during the Lease
Term,  and,  Tenant  shall pay to  Landlord as  additional  rent along with each
monthly payment of Base Rental an amount equal to the estimated  Excess for such
calendar  year or part thereof  divided by the number of months in such calendar
year during the Lease Term. From time to time during any calendar year, Landlord
may revise its estimate of the Excess and deliver a copy of the revised estimate
to Tenant.  Thereafter,  the monthly  installments  of Excess  payable by Tenant
shall be appropriately  adjusted. In no event will the provisions of Exhibit "C"
serve to reduce the monthly Base Rental.

         B.  Landlord  will  maintain  books and  records of all Basic  Costs in
accordance with generally  accepted  accounting for similar types of properties,
applied on a consistent  basis.  After the end of every  calendar  year Landlord
will deliver to Tenant a statement  ("Annual Cost Statement")  setting forth the
actual Basic Costs for the prior  calendar year, the actual amount of any Excess
for the prior  calendar  year,  and Tenant's  Pro Rata Share.  If Tenant owes an
additional  amount of Excess over the  estimated  payments made during the prior
calendar  year,  this will also be noted in the Annual Cost Statement and Tenant
will pay such amount,  as additional rent, with the next due installment of Base
Rental.  If the Annual  Statement  reflects an  overpayment,  then Landlord will
credit  the  amount of the  overpayment  against  the next due  installments  of
additional  rent  payable  under the  provisions  of this Exhibit "C", or if the
Lease Term has expired, Landlord will refund the difference to Tenant.

         Notwithstanding  any  expiration or earlier  termination of this Lease,
Tenant's  obligation  to pay Tenant's Pro Rata Share of any Excess shall survive
any expiration or termination of this Lease.

         C. The term "Basic Costs" shall mean all expenses and  disbursements of
every kind (subject to the limitations  set forth below) which Landlord  incurs,
pays or becomes  obligated to pay in connection  with the ownership,  operation,
management,  repair  and  maintenance  (including  replacement  thereof)  of the
Project, including, but not limited to, the following:

               (a) Wages and salaries of all employees engaged in the operation,
repair, replacement,  and maintenance of the Project, including taxes, insurance
and benefits relating thereto;

               (b)  All  supplies   and   materials   used  in  the   operation,
maintenance, repair, replacement, and security of the Project;

               (c) Annual cost of all capital  improvements  made to the Project
which although capital in nature can reasonably be expected to reduce the normal
operating  costs of the  Project,  as well as all capital  improvements  made to
comply with any legal requirements, insurance requirements or environmental laws
which become  effective  after the date of this Lease, or to benefit or increase
the safety and security of the Project,  as amortized  over the useful  economic
life of such improvements as determined by Landlord in its reasonable discretion
(without regard to the period over which such improvements may be depreciated or
amortized for federal income tax purposes), and the amortized portion,  together
with interest on the unamortized portion of such improvements or expenditures at
an interest  rate equal to two percent  (2%) over the  interest  rate payable on
United States Treasury  securities having a maturity comparable to the period of
the  amortization at the time Landlord  incurred the cost,  shall be included in
operating  expenses  in the year in which  the  costs  are  incurred  and in any
subsequent years;

               (d) Cost of all  utilities,  other  than  the  cost of  utilities
actually reimbursed to Landlord by individual tenants ;

               (e) Cost of any insurance or insurance related expense applicable
to the Project and Landlord's  personal  property used in connection  therewith,
including without limitation,  the premiums for public liability coverage,  fire
and extended coverage, and rental loss coverage;

<PAGE>


               (f) All taxes and  assessments and  governmental  charges whether
federal, state, county or municipal,  and whether they be by taxing districts or
authorities  presently taxing or by others,  subsequently  created or otherwise,
and  any  other  taxes  and  assessments  attributable  to the  Project  (or its
operation),  and the grounds,  parking areas,  driveways,  and alleys around the
Project,  excluding,  however,  federal and state taxes on income (collectively,
"Taxes"); if the present method of taxation changes so that in lieu of the whole
or any part of any Taxes levied on the  Landlord or Project,  there is levied on
Landlord a capital tax directly on the rents  received  therefrom or a franchise
tax,  assessment,  or charge based, in whole or in part, upon such rents for the
Project,  then all such taxes,  assessments,  or charges, or the part thereof so
based,  shall be deemed to be included  within the term "Taxes" for the purposes
hereof;

               (g) Cost of repairs, replacements, and general maintenance of the
Project; and

               (h) Cost of service or  maintenance  contracts  with  independent
contractors for the operation,  maintenance, repair, replacement, or security of
the Project (including,  without limitation, alarm service, window cleaning, and
elevator  maintenance)  (Nothing  herein is  intended  to  obligate  Landlord to
provide any security for the Project.).

There are  specifically  excluded  from the  definition of the term "Basic Cost"
costs for the following:

               (1) Capital improvements made to the Project,  other than capital
improvements  described  above in this  Exhibit "C" and except for items  which,
though capital for accounting purposes,  are properly considered maintenance and
repair  items,  such as  painting  of  common  areas,  replacement  of carpet in
elevator lobbies, and the like;

               (2) Repair, replacements and general maintenance paid by proceeds
of insurance or by Tenant or other third parties,  and alterations  attributable
solely to tenants of the Project other than Tenant;

               (3) Debt service on loans to Landlord;

               (4) Depreciation of the Project;

               (5) Leasing commissions;

               (6) Legal  expenses,  other than those  incurred  for the general
benefit of the Building's tenants (e.g., tax disputes);

               (7) Wages and salaries and benefits of employees  above the level
of Project manager;

               (8) renovating or otherwise  installing  tenant  improvements for
occupants of the Project; and

               (9) correcting defects in the construction of the Project.

         D. With respect to any calendar year or partial  calendar year in which
the Project is not occupied to the extent of 100% of the rentable  area thereof,
the Basic Costs for such period shall, for the purposes hereof,  be increased to
the amount which would have been  incurred had the Project been  occupied to the
extent of 100% of the rentable area.


<PAGE>


                                   EXHIBIT "D"
                              RULES AND REGULATIONS

         This Exhibit is attached to and made a part of the Lease by and between
AETNA LIFE INSURANCE COMPANY  ("Landlord") and PHYMED,  INC, a Texas Corporation
("Tenant").

         A. The  following  rules  and  regulations shall apply to the Building,
including, without limitation the Premises:

         1. Sidewalks, doorways, vestibules, halls, stairways, and other similar
areas shall not be obstructed by Tenant or used by any Tenant for purposes other
than ingress and egress to and from its Premises. No rubbish,  litter, trash, or
material of any nature shall be placed, emptied, or thrown in those areas. At no
time  shall  Tenant  permit  Tenant's  employees  to loiter  in common  areas or
elsewhere in or about the Building.

         2.  Plumbing,  fixtures  and  appliances  shall  be used  only  for the
purposes for which designed, and no sweepings, rubbish, rags or other unsuitable
material  shall be thrown or  deposited  therein.  Damage  resulting to any such
fixtures  or  appliances  from  misuse  by Tenant or its  agents,  employees  or
invitees, shall be paid by such Tenant.

         3. No signs,  advertisements  or notices shall be painted or affixed on
or to any  windows  or doors or other  part of the  Building  without  the prior
written  consent  of  Landlord.  No nails,  hooks or  screws  shall be driven or
inserted in any part of the Building except by personnel of Landlord or retained
by  Landlord.  No curtains  or other  window  treatments  shall be placed on the
glass, without Landlord's prior approval.  No lighting which may be visible from
the exterior of the Premises may be utilized without Landlord's prior approval.

         4. Landlord may provide and maintain an alphabetical directory for  all
tenants in the main lobby of the Building.

         5. Landlord shall provide all door locks in Tenant's  Premises,  at the
cost of Tenant,  and  Tenant  shall not place any  additional  door locks in its
Premises without  Landlord's  prior written  consent.  Landlord shall furnish to
Tenant a reasonable  number of keys to the door lock's in Tenant's Premises free
of cost and additional keys, at Tenant's cost. Tenant shall not make a duplicate
of any key. All keys are to be returned to Landlord at the expiration or earlier
termination of this Lease.

         6. Movement in or out of the Building of furniture or office equipment,
or dispatch or receipt by Tenant of any  merchandise or materials  which require
use of elevators or stairways, common area loading docks or movement through the
Building  entrances or lobby shall be conducted under Landlord's  supervision at
such times and in such a manner as Landlord may reasonably  require. At the time
of seeking Landlord's approval,  Tenant shall provide to Landlord, in writing, a
detailed  listing  of the  activity.  Tenant  assumes  all risks of and shall be
liable for all damage to  articles  moved and injury to persons  resulting  from
such activity. If any equipment,  property and personnel of Landlord are damaged
or injured as a result of acts in  connection  with this  activity,  then Tenant
shall be solely liable for any and all damage or loss resulting therefrom.

         7.  Landlord  may  prescribe  weight   limitations  and  determine  the
locations for safes and other heavy equipment or items, which shall in all cases
be placed in the  Building  so as to  distribute  weight in a manner  which will
avoid  damage to the  Building,  which may  include  the use of such  supporting
devices  as  Landlord  may  require,  and which may not in any case  exceed  the
acceptable floor loading and weight  distribution for the Building.  All damages
to the  Building  caused by the  installation  or removal of any  property  of a
tenant, or done by a tenant's property while in the Building,  shall be repaired
at the expense of such tenant.

         8.       Corridor doors, when not in use, shall be kept closed.

         9. No birds or animals  (except  seeing eye dogs) shall be brought into
or kept in, on or about the  Premises.  No portion of the Premises  shall at any
time be used or occupied  as sleeping or lodging  quarters or for any immoral or
illegal purposes or for any purpose which would tend to injure the reputation of
the Building or impair the value of the Building.

<PAGE>


         10. Tenant shall not commit waste and shall keep its Premises  neat and
clean. All trash and debris must be placed in receptacles provided therefor.

         11.  Tenant  shall not make or permit any  improper,  objectionable  or
unpleasant  noises or odors to emanate  from the  Premises to other parts of the
Building or otherwise  interfere in any way with other tenants or persons having
business with them,  shall not solicit  business or  distribute,  or cause to be
distributed, in any portion of the Building any handbills, promotional materials
or other  advertising,  and shall not conduct or permit any other  activities in
the Building that might  constitute a nuisance.  Tenant shall not do any cooking
or operate a restaurant or food service business from the Premises (other than a
microwave oven for use by its employees or a beverage service that is free or of
nominal charge for use by employees and invitees).

         12. No machinery of any kind (other than normal office equipment) shall
be  operated  by  Tenant  on  its  Premises  without  Landlord's  prior  written
reasonable consent.

         13. No flammable, explosive  or  dangerous fluid or  substance shall be
used or kept by Tenant in the Premises.

         14.  Landlord  will  not be  responsible  for lost or  stolen  personal
property,  money  or  jewelry  from the  Premises  or  public  or  common  areas
regardless of whether such loss occurs when the area is locked  against entry or
not.

         15.  No  coin,  vending  or  dispensing  machines  of any  kind  may be
maintained  in any  Premises,  except that Tenant may from time to time maintain
soft drink  machines  for use by its  employees  and  invitees on a no-charge or
nominal charge basis.

         16. All mail chutes  located in the Building shall be available for use
by Landlord and all tenants of the Building according to the rules of the United
States Postal Service.

         17.  Neither  Tenant nor any agent,  contractor  or  employee of Tenant
shall have any right of access to the roof of the  Premises or the  Building and
neither shall install, repair, place or replace any aerial, fan, air conditioner
or other device on the roof of the  Premises or the  Building  without the prior
written  consent of Landlord.  Such consent may be  expressly  conditioned  upon
Landlord's  supervision  of access to the roof and upon  such  other  reasonable
restrictions as Landlord may advise Tenant. Any aerial,  fan, air conditioner or
device  installed  without such written consent shall be subject to removal,  at
Tenant's  expense,  without notice,  at any time. Tenant shall be liable for all
damages  resulting  from the  installation  or removal of any aerial,  fan,  air
conditioner or other device.

         18. Tenant will refer to Landlord for Landlord's supervision,  approval
and  control  all  contractors,  contractor  representatives,  and  installation
technicians   rendering  any  service  to  Tenant,  before  performance  of  any
contractual  service.  Such  supervisory  action by  Landlord  shall not  render
Landlord  responsible  for any work performed for Tenant.  This provision  shall
apply to all work performed in the Building,  including, without limitation, the
installation  of  telephones,  computer  wiring,  cabling,  electrical  devices,
attachments and installations of any nature.  Tenant shall be solely responsible
for complying with all applicable laws,  codes and ordinances  pursuant to which
such work shall be performed.

         19.  Landlord may from time to time (without any obligation to do so or
liability for not doing so) adopt  appropriate  systems and  procedures  for the
security  or safety  of the  Building,  its  occupants,  entry  and use,  or its
contents and Tenant,  its  employees,  contractors,  agents and  invitees  shall
comply therewith.

         20.  Canvassing,  soliciting,  and peddling in or about the Building is
prohibited  and Tenant shall  cooperate  and use  reasonable  efforts to prevent
same.

         21. At no time shall Tenant permit or shall Tenant's agents, employees,
contractors,  quests,  or  invitees  smoke in any common  area of the  Building,
unless such common area has been declared a designated smoking area by Landlord.

         22.  Tenant  accepts any and all  liability for damages and injuries to
persons and property resulting from the serving and sales of alcoholic beverages
from the Premises. Nothing contained herein shall be construed as the consent of
Landlord to permit the serving or sale of alcoholic beverages on the Premises.

         B. The  Landlord  reserves  the right to rescind any of these rules and
make such other and further rules and regulations as in the judgment of Landlord
shall  from  time  to time  be  needed  for the  safety,  protection,  care  and
cleanliness of the Building,  the operation  thereof,  the  preservation of good
order  therein,  and the  protection  and comfort of its tenants,  their agents,
employees and invitees, which rules when made and notice thereof given to Tenant
shall be binding upon him in like manner as if originally herein prescribed.

<PAGE>

                                   EXHIBIT "E"
                                   WORK LETTER

         This Exhibit is  attached to made  a part  of the Lease by and  between
AETNA LIFE INSURANCE COMPANY  ("Landlord") and PHYMED, INC., a Texas Corporation
("Tenant").

         A. Definitions.  Each term  used  in this  Work Letter  shall have  the
meaning hereinafter set forth:

1. "Architect" shall mean the architect selected by Landlord and responsible for
the drafting of the Plans and  Specifications and shall coordinate and supervise
with the Contractor the construction of the leasehold improvements.

2. "Construction Costs" shall mean all costs incurred in the construction of the
leasehold  improvements  in  accordance  with the Plans and  Specifications,  as
modified  from  time to time in  accordance  with the  provisions  of this  Work
Letter.  Such costs shall  include all hard costs and soft costs to complete the
improvements.  Hard costs shall include such costs as labor and materials.  Soft
costs shall include such cost as architectural  and engineering  fees, but shall
exclude  any  interest  incurred  on funds  expended  during  the  course of the
construction.  The cost of  signage  shall  not be part of  Construction  Costs,
unless this blank is checked x .

3. "Contractor"  shall mean the contractor  selected by Landlord and responsible
for the construction of leasehold improvements.

4. "Plans and Specifications"  shall mean the final plans and specifications for
the construction of leasehold  improvements mutually agreed upon by Landlord and
Tenant, in accordance with the provisions of Section B. 1 of this Work Letter.

5. "Tenant Delay" shall mean any delay in the construction of the Work caused by
Tenant  for  any  reason  whatsoever.  In  the  event  of a  Tenant  Delay,  the
Commencement Date shall be accelerated one (1) day for every day of delay caused
by Tenant.

6.  "Tenant  Improvement  Allowance"  shall mean the sum of $ N/A (or $ 0.00 per
square  foot of  rentable  area times N/A square  feet of  rentable  area) which
Landlord agrees to pay towards the Construction Costs.

7. "Work" shall mean the construction of leasehold  improvements on the Premises
in accordance with the Plans and Specifications.


         B.  Construction  of  Premises.  Landlord  shall  cause  the Work to be
constructed  substantially  in  accordance  with the Plans  and  Specifications.
Tenant shall  cooperate at all stages to promote the efficient  and  expeditious
completion  of the Work.  Upon  approval  of the Plans  and  Specifications  and
payment of any excess,  as  hereinafter  described,  Landlord shall enter into a
construction contract with the Contractor.  Landlord makes no representations or
warranties as to the Work and shall have no liability therefor;  Landlord's sole
obligation  shall be to enforce any warranty from the Contractor with respect to
the Work.

1. Plans and Specifications  Approval. Upon execution of the Lease, Tenant shall
furnish  to  Landlord  and  the  Architect   preliminary  space  plans  for  the
construction  of the Work which the Architect shall use to prepare and submit to
Landlord  within the next N/A (___) days the proposed  plans and  specifications
for the Work.  Landlord  shall  thereafter  have N/A (___) days within  which to
approve the proposed plans and  specifications  or  disapprove,  in which event,
Landlord shall advise Tenant and the Architect,  in writing,  of the reasons for
its  disapproval.  The  Architect  shall  have N/A  (___)  days from the date of
written disapproval from Landlord to make the adjustments  required by Landlord,
and  resubmit  the revised  plans and  specifications  to  Landlord  and Tenant.
Thereafter,  Landlord  shall again have N/A (___) days to approve or  disapprove
the revised plans and specifications.  If Tenant fails to submit the preliminary
space plans on a timely basis, it shall  constitute a Tenant Delay. The approval
of the Plans and  Specifications  by  Landlord  shall  not be  construed  as any
representation or warranty by Landlord with respect to the accuracy of the Plans
and Specifications or their compliance with applicable laws, including,  without
limitation,  compliance with the Americans With  Disabilities  Act, for which it
shall be the sole  responsibility  of the Tenant to insure the  Premises  are in
compliance therewith.

<PAGE>


2. Tenant's Share of Costs.  Tenant shall be liable and pay for all Construction
Costs except to the extent of the Tenant  Improvement  Allowance  which shall be
paid by Landlord. Upon approval of the Plans and Specifications,  Landlord shall
obtain  estimates  of the  Construction  Costs from the  Contractor  and furnish
copies to Tenant.  In the event  such  estimates  exceed the Tenant  Improvement
Allowance,  Tenant shall pay the excess to Landlord within N/A (___) days of the
notice  from  Landlord  of the  estimate  costs and,  in any  event,  before the
commencement  of  construction.  If Tenant  fails to tender the  excess  timely,
Landlord shall not proceed with construction,  and such delay shall constitute a
Tenant Delay for each day until the excess is paid.  Upon receipt of the excess,
Landlord shall cause the Contractor to commence construction. Upon completion of
the  construction,  Landlord  shall provide to Tenant an accounting of the final
costs,  crediting  Tenant for the Tenant  Improvement  Allowance  and any excess
previously  paid to Landlord.  If any  additional  amounts are due and owing for
payment of  Construction  Costs  beyond  those  amounts  previously  tendered to
Landlord, Tenant shall pay same to Landlord within N/A (___) days after the date
such accounting was provided to Tenant.

3. Construction of the Work.  Following approval of the Plans and Specifications
and payment of any excess by Tenant,  either the Landlord or the Contractor,  as
appropriate,  shall  apply  for a  building  permit,  and the  Contractor  shall
commence  construction  of the Work  immediately  upon receipt of the permit and
proceed with all due diligence until substantial  completion.  The Work shall be
deemed to be substantially  complete upon (i) Landlord's obtaining a certificate
of occupancy or its equivalent from the appropriate  governmental  authority and
(ii) the  Work is  sufficiently  complete  in  accordance  with  the  Plans  and
Specifications so that Tenant may occupy the Premises,  subject to any punchlist
items.

4.  Unavoidable  Delays.  Tenant  and  Landlord  acknowledge  that  there may be
unavoidable  delays  in the  construction  of the  Work.  The term  "unavoidable
delays"  shall mean events  beyond the  control of  Landlord or the  Contractor,
including, without limitation, acts of God, war, civil commotion, strikes, fire,
flood, earthquake or other casualty,  governmental regulation or restriction and
adverse  weather  conditions  or  continued   possession  by  prior  tenants  or
occupants.

5. Changes. If Tenant requests a change,  alteration or addition after the final
Plans and Specifications have been approved, Tenant shall submit same in writing
to Landlord and to the  Architect.  If Landlord  approves such change,  Landlord
shall obtain from the Contractor and provide Tenant with an estimate of the cost
of such  change.  Tenant shall  notify  Landlord  within one (1) business day if
Tenant  elects to  proceed  with the  change,  in which  event,  Landlord  shall
incorporate  the  change  into the  Plans and  Specifications.  The cost of such
change shall also be incorporated in the calculation of the Construction  Costs.
If Landlord  disapproves of such change, it shall  immediately  notify Tenant in
writing  specifying the reasons for such disapproval and the construction  shall
proceed  in  accordance   with  the   previously   approved,   final  Plans  and
Specifications. Any delay in construction time (determined in accordance with he
next  sentence)  caused by such changes  shall  constitute a Tenant  Delay.  The
Architect,  in  his  sole  discretion,   shall  determine  whether  such  change
necessitates a delay in construction and the length of such delay.

6. Governmental Regulations.  Tenant shall be solely responsible for causing the
design and  construction  of the Work to conform to any and all  requirements of
applicable building, plumbing, electrical and fire codes and the requirements of
any authority having  jurisdiction over the Work, as such codes and requirements
may from time to time be amended or supplemented.

7. Entry by Tenant.  During the course of construction  of the Work,  Tenant may
enter the  Premises  for  purposes  of  inspecting  the Work,  installing  trade
fixtures,  erecting  signs,  stocking  merchandise and such other Work as may be
necessary or  desirable  to prepare to occupy and conduct its business  from the
Premises,  provided  that (i)  Tenant  assumes  the risk of injury to person and
damage to its  property,  (ii) any entry shall be subject to the  provisions  of
this Lease,  except that the Lease Term shall not commence and rent shall not be
due, and (iii) Tenant shall not unreasonably  interfere with the construction of
the Work on the Premises.  Tenant shall also provide evidence of insurance prior
to any such entry.  If such entry shall  interfere with the  construction of the
Work, then Tenant shall immediately leave upon the request of Landlord.

         C. Delivery of the Premises. Subject to unavoidable delays, the Work is
estimated to be  substantially  completed for delivery of the Premises to Tenant
by the Commencement  Date. If an unavoidable  delay will prevent the substantial
completion of the Work prior to the scheduled  Commencement  Date, then Landlord
will notify Tenant in writing. Upon substantial completion of the Work, Landlord
will notify  Tenant in writing and afford Tenant an  opportunity  to inspect the
Premises prior to delivery. At the inspection,  Landlord and Tenant will prepare
and agree upon a punchlist of any items that remain to be completed.

<PAGE>


         If the  Work is  substantially  completed  to  permit  delivery  of the
Premises prior to the Commencement Date, Landlord shall notify Tenant in writing
and, should Tenant elects to take occupancy  early,  then Tenant may inspect the
Premises and prepare, with Landlord, a punchlist prior to delivery.

         D. Limitation.  This Exhibit shall  not  be  deemed  applicable to  any
additional space added to the original Premises or, in the event of a renewal of
the Lease Term,  to the  original  Premises,  itself,  during the renewal  term,
unless expressly so provided in the Lease or any amendment thereto.
















<PAGE>


                                   EXHIBIT "F"

                            COMMENCEMENT DATE LETTER

         This Exhibit is attached to and made a part of the Lease by and between
AETNA LIFE INSURANCE  COMPANY  ("Landlord")  PHYMED,  INC., a Texas  Corporation
("Tenant").

          1.   The Lease Term commenced on September 1, 1999.

          2.   The Lease Term will expire on August 31, 2004 , unless renewed or
extended.


          3.   Tenant   acknowledges   that  the  Work  has  been  completed  in
accordance with the Plans and  Specifications  and accepts such Work, subject to
any punch list items being completed.

          4.   Tenant,   further,   acknowledges  that  any  tenant  improvement
allowance  owed to  Tenant  or  other  obligations  of  Landlord  to  Tenant  in
connection with the Work and all other conditions  precedent to the commencement
of the Lease Term have occurred and that the Lease is in full force and effect.

          5.   There are no existing  defenses or offsets which,  as of the date
hereof, Tenant has against the enforcement of the Lease by Landlord.

         EXECUTED on the ____ day of ____________, 19__.


                                              LANDLORD:

                                              AETNA LIFE INSURANCE COMPANY

                                              By:  Allegis Realty Investors LLC,
                                              Its Investment Advisor and Agent

                                              By:
                                                  ----------------------------

                                              Printed Name:  James G. Hughes
                                              Title:  Vice President

ATTEST:                                       TENANT:

                                              PHYMED, INC., a Texas Corporation

                                              By:
-------------------------------------             ----------------------------
               (Title)
                                              Printed Name:  George Barker
                                              Title:  President


<PAGE>


                                   EXHIBIT "M"
                               SPECIAL CONDITIONS

         This Exhibit is attached to and made a part of the Lease by and between
AETNA LIFE INSURANCE COMPANY  ("Landlord") and PHYMED, INC., a Texas Corporation
("Tenant").

SPECIAL ALTERATIONS AND ADDITIONS BY TENANT

Tenant  acknowledges that the Premises  presently  contain a Magnetic  Resonance
Imager (MRI) and related equipment,  including but not limited to lead shielding
and other Leasehold improvements. Should Tenant repair, replace or in any manner
alter the MRI or other related  equipment in any manner that alters the Project,
Building or Premises (specifically  including but not limited to the exterior of
the  Building,  the  windows,  parking  areas and  landscaping),  Tenant will be
required to receive  landlord's  prior written consent to begin such alterations
and such consent shall be conditioned upon Landlord's approval of the following:
(i) Tenant's  contractor(s);  (ii)  detailed  plans and work  specifications  of
Tenant   Alterations;   and  (iii)   certificates  of  insurance  from  Tenant's
contractor(s)  as listed in Paragraph 9 of the Lease.  In addition,  Tenant must
obtain  all  approvals  and  permits   required  by  any  and  all  governmental
authorities  and provide same to Landlord prior to commencement of any work, and
after work  commences  must comply with all  conditions  of such  approvals  and
permits  to  perform  work in a prompt  and  expeditious  manner  with  good and
sufficient  materials.  Upon completion of each alteration or upon the demand of
Landlord,  Tenant shall immediately  commence to make any and all repairs to the
Project, Building and Premises and return them to their original condition prior
to the  commencement  of the  alterations,  all at  Tenant's  sole  cost  and to
Landlord's  satisfaction.  If  Tenant  does not  commence  to make the  required
repairs or the repairs are not made to  Landlord's  satisfaction,  Landlord  may
immediately  commence to do so, at Tenant's sole cost plus a construction fee of
fifteen percent (15%).

MAGNETIC RESONANCE IMAGERS

Notwithstanding  anything  contained within the Lease to the contrary,  Landlord
hereby agrees to allow Tenant to assemble and operate Magnetic Resonance Imaging
(MRI) machines  within the Leased Premises and to vent the machine's waste gases
to the exterior of the building.  Tenant agrees to shield the aforementioned MRI
machine  with a steel  enclosure  and  conform  to all  applicable  governmental
standards, guidelines and codes. Design and location of venting machines must be
approved by Landlord.

SERVICE BY LANDLORD

Separate  meters are  currently  installed and future meters may be installed at
Landlord's option, to measure Tenant's use of electric,  water and other utility
services as a result of independent  janitorial services or the increased use of
such  metered  utility by Tenant.  Tenant  will be required to pay all such fees
associated with installation of submetering and actual submetering, upon demand,
with full documentation regarding the method of computation.

D.

Tenant herein agrees that in return for Landlord's permission to allow Tenant to
utilize its MRI units within the Leased  Premises that Tenant will  guarantee to
accommodate Landlord or any other effected Tenants in the project as a result of
the gauss line  emissions  or any other type of emissions as a result of its use
of its MRI units or any other equipment in the Lease Premises including, but not
limited to, the following:

1. Tenant  agrees that it will provide,  at its sole cost and expense,  whatever
shielding or other  protection  is necessary  to prevent  interference  with any
electrical or electric  equipment of other  Tenants  within the project that may
result from Tenant's use of its MRI units or other  equipment  within the Leased
Premises.

2. If Tenant is not able or willing to provide the necessary  shielding or other
protections  to these  suites,  Tenant  agrees  to lease  said  suites,  or,  at
Landlord's sole discretion,  the affected  portion of said suite,  provided that
the unleased portion is in a leasable  configuration,  (Landlord's sole option),
on the same terms and  conditions of this Lease except that the rate shall be at
the then market rate unless the market rate is less than the rate then in effect
on Tenant's Premises in which case the higher rate shall prevail.  Additionally,
Tenant  agrees to pay all cost of  relocation  (including,  but not  limited to,

<PAGE>

Tenant  improvements,  relocation of phone  systems,  reprinting of  stationary,
moving costs, etc.) of the Tenants of the effected suites and any loss income of
any nature to the Landlord  (including  Landlord's  inability  to find  suitable
space for such  Tenants  within the project and its  resulting  additional  lost
income  therefrom)  as a result of the  unwillingness  or inability of Tenant to
provide the necessary shielding or protection as indicated herein.

3. If Tenant fails to provide the necessary shielding or protection as indicated
herein, or in the alternative, fails to pay all costs associated with relocating
any  Tenants in effected  suites,  such  failure  shall  constitute  an event of
default  under  this Lease and in  addition  to any other  rights  and  remedies
Landlord may have  hereunder or at law,  Landlord  shall have the right,  at its
sole option to (1) provide  whatever  shielding or other protection is necessary
to prevent  interference  with any  electrical  or electric  equipment  of other
Tenants within the project that may result from Tenant's use of its MRI units or
other equipment within the Leased Premises, or (2) as provided in subparagraph 2
above.

E.

Tenant herein agrees that it will be responsible  for any and all submetering or
other  electrical  alterations,  additions,  or deletions to the Premises or the
project in general as a result of its use of its suite or suites  past,  present
or future.  Tenant  agrees that upon  termination  of this Lease for any reason,
Tenant shall at its sole cost and at  Landlord's  option  return the  electrical
system to its  condition  prior to Tenant's use of the  Premises.  Additionally,
Tenant agrees that it will pay all costs of electrical  usage and water usage as
a result of after hours and above normal use in its Premises.

F.

Tenant herein agrees and understands that all construction  plans for the Leased
Premises or future Premises are subject to review and express  written  approval
and supervision of the architects and engineers of Landlord.

G.

In addition to Tenant's  obligation set forth in Paragraph D of this Exhibit, at
the termination of this Lease, Tenant shall, at its sole cost, and at Landlord's
option,  remove  any  improvements  made to the  Leased  Premises  by  Tenant or
Tenant's equipment,  including, without limitation, any alterations or additions
made to the Leased  Premises to accommodate the MRI units or other equipment and
restore the Leased  Premises to the existing  condition as of September 1, 1999,
at Tenant's sole cost and expense.

END OF SPECIAL PROVISIONS