III METRO SQUARE

                             OFFICE LEASE AGREEMENT

THIS LEASE  AGREEMENT is made and entered into on April 12, 1995, by and between
GJSI - Texas, Inc., a Texas Corporation, (hereinafter referred to as "Landlord")
and, TBX  Resources,  Inc.,  a Texas  Corporation,  (hereinafter  referred to as
"Tenant").

IN CONSIDERATION  OF THE MUTUAL  COVENANTS and agreements  herein set forth, and
any other  consideration,  Landlord  leases to Tenant  and  Tenant  leases  from
Landlord  Suite 265  ("Premises"),  which is part of III Metro Square located at
12300 Ford Road, Dallas, Texas 75234 (hereinafter referred to as the "Building).
(Refer to Exhibit "All for space plan of Premises.)

                                LEASE PROVISIONS

1. TERM. The term of this lease shall be twelve (121 months commencing on may 1,
1995,  (the  "Commencement  Date"),  and  terminating on April 30, 1996,  unless
sooner terminated as provided hereinafter.

2. BASIC  RENTAL  PROVISION.  Tenant will pay to Landlord  without  deduction or
setoffs,  the sum of $941.00 ("Basic Rent") as rent for each month of the entire
lease  term,  unless  more  specifically   itemized  in  Paragraph  38,  Special
Provisions. One full monthly rental installment together with a security deposit
of $941.00 shall be payable by Tenant to Landlord  upon  execution of this lease
agreement.  Rent for any  fractional  month at the beginning or end of the lease
term shall be pro-rated. The security deposit shall be held by Landlord, without
liability for interest,  as security for the  performance  by Tenant of Tenant's
covenants and obligations under this lease. Such deposit shall not be considered
an advance payment of rent or the full measure of Landlord's  damages in case of
a 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 such
security deposit to the extent necessary to make good any arrears of rent or any
other damage,  injury, expense or liability caused to Landlord by any such event
of default. Following any such application of the security deposit, Tenant shall
pay to Landlord on demand any amount so applied in order to restore the security
deposit  to its  original  amount.  If Tenant is not in default  hereunder,  any
remaining  balance of such deposit  shall be returned to Tenant by Landlord upon
termination  of this 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 such
security deposit.




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3. LANDLORD'S OBLIGATIONS

     A. Landlord will furnish to Tenant at Landlord's cost and expense:

          (i) water at those  points of supply  provided  for the general use of
     tenants of the Building;

          (ii) heated and refrigerated air conditioning in season, at such times
     as Landlord  determines,  and at such  temperatures  and in such amounts as
     reasonably  considered necessary by Landlord.  Service of such conditioning
     on  Sundays,  Saturdays,  and  holidays  are  optional  on the  part of the
     Landlord.

          (iii)  janitorial  services to the  premises  on  weekdays  other than
     holidays  and such  window  washing as may from time to time in  Landlord's
     judgment  be  reasonably  required.  Any person  employed by Landlord to do
     janitorial  work while in the  Building is subject to and under the control
     and direction of the employer of the janitorial company and does not act as
     an agent or employee of the Landlord.

          (iv)  operatorless  passenger  elevators for ingress and egress to the
     floor on which the  premises  are  located,  in common with other  tenants.
     Landlord  reserves  the  right to  regulate  at all  times  the  number  of
     elevators  that will be  operated in the  Building  and shall never be held
     liable for any claim arising in consequence of the use, non-use,  or number
     thereof. Landlord also reserves the right to stop the elevators at any time
     in cases of breakage,  repair, or replacement of machinery or any emergency
     or accident.

          (v) replacement of Building standard light fixtures; and

          (vi) electric  lighting for all public areas and special service areas
     of the Building in a manner and to the extent  deemed by the Landlord to be
     reasonable.

     B. Landlord shall furnish Tenant all electrical  current required by Tenant
in a normal office use,  occupancy of the premises.  If there is any consumption
or use of  electricity  for  anything  other  than  small  office  machines  and
lighting, Tenant agrees to pay Landlord's cost for any such excess or additional
electricity,  which shall be  collectible  as additional  Rent unless  otherwise
agreed to hereinafter.

     C.  Failure  to  furnish,  stoppage,  or  interruption  of  these  services
resulting  from any cause  shall not render  Landlord  liable in any respect for
damages to either person,  property or business,  or be construed as an eviction
of Tenant,  work an abatement of rent, or relieve Tenant from fulfillment of any
covenant or agreement hereof. Should any equipment or machinery furnished by

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Landlord break down or for any cause cease to function properly,  Landlord shall
use reasonable diligence to repair the same promptly.

4.  IMPROVEMENTS.  Landlord agrees to install at Landlord's cost and expense the
Building  improvements  described in "Exhibit Bit attached  hereto in accordance
with all the provisions of "Exhibit B". All other or additional  improvements to
the premises 'shall be installed at the cost and expense of Tenant in accordance
with  plans and  specifications  which  have been  previously  submitted  to and
approved in writing by Landlord.  Such work shall be performed  only by Landlord
or by contractors and subcontractors approved by Landlord.

5.  RELOCATION.  Landlord  shall have the right to relocate  tenant to space the
same size or larger and the rent shall remain the same regardless of the size of
the suite.

6. USE OF  PREMISES.  Tenant will use the leased  premises  for office  purposes
only, unless Landlord shall give Tenant prior written consent for different use.
Tenant will not use,  occupy,  permit the use or occupancy,  in the Building for
any purpose which is forbidden by law,  ordinance or  governmental  or municipal
regulation  or order,  or which may be dangerous  to life limb or  property,  or
permit the  maintenance of any public or private  nuisance,  or do or permit any
other thing which may disturb the quiet  enjoyment for all of the  Building,  or
keep  any  substance  or carry on or  permit  any  operation  which  might  emit
offensive  odors or conditions  into other  portions of the Building,  or at any
time sell, purchase,  or give away, or permit the sale, purchase or gift of food
in any form by or to any of Tenant I s agents or employees  or other  parties in
the  Building,  or use any  apparatus  which  might make  undue  noise or set up
vibrations in the building,  or permit  anything to be done which would increase
the fire and extended coverage  insurance rate on the Building or contents,  and
if there is any increase in such rate by reason of acts of Tenants,  then Tenant
agrees to pay such increase promptly upon demand therefore by Landlord.  Payment
by Tenant of any such rate  increase  shall not be a waiver of Tenant's  duty to
comply herewith.

          Tenant  shall  not  inscribe,  paint,  affix  or  display  any  signs,
     advertisements  or notices  on or in the  Building  except for such  tenant
     identification  information as Landlord  permits to be included or shown on
     the directory in the main lobby.

7.  TENANT'S  OBLIGATIONS.  Tenant  will not in any manner  deface or injure the
Building  and will pay the cost of  repairing  any damage or injury  done to the
Building  or any part  thereof  by  Tenant or  Tenant's  agents,  employees,  or
invitees.  Tenant  shall  take good care of the  premises  and keep them free of
waste  and  nuisance.  Tenant  will keep the  premises  including  all  fixtures
installed by Tenant in good condition and repair. If Tenant fails to make such

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necessary  repairs  within (15) fifteen days after the  occurrence  of damage or
injury,  Landlord may, at its option,  make such repairs and Tenant shall,  upon
demand,  pay Landlord the cost thereof plus interest at the rate of fifteen (15)
percent per year from demand until paid. Upon termination of this lease,  Tenant
shall deliver to Landlord the premises with all improvements  located thereon in
good  repair  and  condition,  and shall  deliver  to  Landlord  all keys to the
premises.  Tenant will not make or allow to be made any  alterations or physical
additions in or to the premises  without prior written  consent of Landlord.  At
the termination of this lease,  Tenant shall, if Landlord so elects,  remove all
alterations,  physical  additions  or  improvements  as directed by Landlord and
restore the premises.  All of Tenants fixtures and personal property not removed
from the  premises  at the  termination  of this lease shall be presumed to have
been abandoned by Tenant, and shall become the property of the Landlord.

8.  INDEMNITY.  Landlord  shall not be liable for and Tenant will  indemnify and
save Landlord harmless of and from all fines, suits,  claims , demands,  losses,
and actions,  including  attorney's fees, for any injury to persons or damage to
or loss  of  property  on or  about  the  premises  caused  by the  Tenant,  its
employees,  invitees, liscencees, or by an other person entering the premises or
the Building under express or implied  invitation of the Tenant,  or arising out
of Tenant's use of premises.

9. MORTGAGES.  Tenant accepts this lease subject to any deeds of trust, security
interests,  or mortgages which might now or hereafter constitute a lien upon the
Building or improvements. Tenant shall at any time hereafter, on demand, execute
any such  instruments,  release or other  documents  that may be required by any
mortgagee for the purposes of  subjecting  and  subordinating  this lease to any
such deed of trust, security interest or mortgage.

10.  ASSIGNMENT AND SUBLEASING.  Tenant shall not assign this lease, or -' allow
it to be  assigned,  in whole  or in  part,  by  operation  of law or  otherwise
(including  without  limitation  by  transfer  of a majority  interest of stock,
merger,  or  dissolution) or mortgage or pledge the same, or sublet the Premises
or any part thereof,  without prior written consent of Landlord, and in no event
shall any such assignment or sublease ever release Tenant from any obligation or
liability  hereunder.  No assignee or  sublessee  of the Premises or any portion
thereof may assign or sublet the Premises or any portion thereof.

     If Tenant  desires to assign or sublet all or any part of the Premises,  it
shall so notify  Landlord  at least  sixty  (60) days in  advance of the date on
which Tenant desires to make such  assignment or sublease.  Tenant shall provide
Landlord  with  a  copy  of  the  proposed  assignment  or  sublease,  and  such
information  as Landlord  might  request  concerning  the  proposed  assigned or
sublessee to allow Landlord to make informed judgments as to the financial

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condition,  reputation  operations,  and general  desirability  of the  proposed
sublesees(s) or assignee(s).  After such information has been received  Landlord
shall have the option to:

          A. Cancel the Lease as to the Premises or portion thereof  proposed to
     be assigned or sublet; or

          B. Consent to the  proposed  assignment  or sublease,  in which event,
     however,  is the rent due and payable by any  assignee or  sublessee  under
     such permitted assignment or sublease (or a combination of the rent payable
     under such assignment or sublease plus any bonus or any other consideration
     therefore or any payment  incident  thereto) exceeds the Rent payable under
     the Lease for such space, Tenant shall pay to Landlord all such excess rent
     and other  excess  consideration  within  ten (10) days  following  receipt
     thereof by Tenant: or

          C. Refuse its consent to the proposed  assignment  or sublease,  which
     option shall always be deemed to be elected  unless  Landlord  gives Tenant
     written notice otherwise.

11. EMINENT  DOMAIN.  If the Premises shall be taken or condemned in whole or in
part f or public purposes or sold under threat of condemnation, this lease shall
terminate at the option of Landlord.  Landlord  shall be entitled to receive the
entire  award of any  condemnation  proceedings  or the proceeds in sale in lieu
thereof,  including  any award for the value of the  unexpired  portion  of this
lease.

12. ACCESS. Landlord or its authorized agent shall at any and all times have the
right to enter the Premises to inspect the same, to supply janitorial service or
any other  service to be provided by Landlord to Tenant  hereunder,  to show the
premises to prospective  lenders,  purchasers or tenants, to alter,  improve, or
repair the  Premises or any other  portion of the  Building  all  without  being
deemed  guilty of an eviction of Tenant and without  abatement of Rent,  and may
for  that  purpose  erect  scaffolding  and  other  necessary  structures  where
reasonably  required by the character of the work to be performed,  provided the
business  of  Tenant  shall  be  interfered  with  as  little  as is  reasonably
practicable.  Tenant  hereby  waives  any claim for  damages  for any  injury or
inconvenience to or interf erence. with Tenant's business, any loss of occupancy
or quiet enjoyment of the Premises,  and any other loss occasioned thereby.  For
each of the aforesaid  purposes,  Landlord  shall at all times have and retain a
key with  which to unlock  all of the doors in,  about,  and upon the  Premises.
Landlord  shall have the right to use any and all means which  Landlord may deem
proper to open any door(s) in emergency without liability therefore.

13.  CASUALTY.  In the event the building  should be totally  destroyed by fire,
tornado,  or other  casualty or in the event the  premises or the Building be so
damaged that repairs cannot be

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completed within 120 days after the date of Such damage,  Landlord may terminate
this lease.  Landlord shall not be required to rebuild,  repair,  or replace any
part of the furniture,  equipment,  fixtures,  and other  improvements which may
have been placed by Tenant or other Tenants in the Building or the premises. Any
insurance  which may be carried by Landlord or Tenant  against loss or damage to
the  Building  or the  premises,  shall  be for the sole  benef it of the  party
carrying such insurance and under its sole control.

14. WAIVER OF SUBROGATION. Tenant waives any and every claim which arises or may
arise in its favor  against  the  Landlord or any other  tenant of the  building
during the term of this lease, or any renewal or extension  hereof,  for any and
all  loss  of or  damage  to any of its  property  located  within  or  upon  or
constituting a part of the Premises  hereunder,  which loss or damage is covered
by valid and collectible fire and extended  coverage  insurance  policies to the
extent that such loss or damage is recoverable  under said  insurance  policies.
This waiver shall be in addition to, and not in limitation or derogation of, any
other  waiver or release  contained in this lease with respect to any loss of or
damage to property of the Tenant. Inasmuch as the above waiver will preclude the
assignment of any aforesaid claim by way of subrogation to an insurance  company
(or any other  person),  Tenant  agrees  immediately  to give to each  insurance
company which has issued to it policies of fire and extended coverage  insurance
written notice of the terms of this waiver,  and to have said insurance policies
properly  endorsed,  if necessary to prevent the  invalidation of said insurance
coverage by reason of this waiver.

15. HOLDING OVER. In the event Tenant,  or any other party under Tenant claiming
rights  to  this  agreement,  retains  possession  of  the  Premises  after  the
expiration or earlier  termination of this lease,  such  possession  shall be an
unlawful detainer, and no tenancy or interest shall result from such possession.
Such parties  shall be subject to eviction  and removal,  and Tenant or any such
party shall pay Landlord as rent for the period of such holdover an amount equal
to twice the rental rate being charged by Landlord for the Premises. Tenant will
vacate the  Premises  and deliver  same to Landlord  immediately  upon  Tenant's
receipt of notice from Landlord to so vacate.  No holding over by Tenant whether
with or without the consent of Landlord, shall operate to extend this lease.

16. TAXES ON TENANT'S  PROPERTY.  Tenant shall be liable for all taxes levied or
assessed  against personal  property,  furniture or fixtures placed by Tenant in
the premises.  If any such taxes for which Tenant is liable are rendered against
or assessed  against  Landlord or Landlord's  property,  the same can be paid by
Landlord  and Tenant  shall pay to  Landlord  upon  demand the taxes on Tenant's
property for which  Tenant is  primarily  liable  hereunder.  Any claim  arising
against Tenant by Landlord under this provision shall be

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assessed  interest at f if teen percent  (15%) per year until the claim has been
satisfied.

17. LANDLORDS LIEN. In addition to the statutory  Landlords lien,, Tenant hereby
grants to Landlord a security  interest  to secure  payment of all rent or other
sums of money coming due  hereunder  from Tenant,  and to secure  payment of any
damages or loss which  Landlord  may suffer by reason of the breach of Tenant of
any covenant,  agreement,  or condition contained herein, upon all goods, wares,
or fixtures, in or on the Premises . Such property shall not be removed from the
premises  without the consent of the Landlord  until all  arrearages  in rent as
well as any other sums of money due to Landlord  hereunder shall first have been
paid and discharged,  and all covenants,  agreements, and conditions hereof have
been  fulfilled  and  performed by Tenant.  In addition,  to any other  remedies
provided herein, upon an event of default,  Landlord or its assigns may sell the
property  unless such sale is  otherwise  prohibited  by law.  Unless  otherwise
provided by law,  the  requirement  of  reasonable  notice  shall be met if such
notice is given to Tenant at the  address  hereinafter  prescribed  prior to the
time of the  sale.  The  statutory  lien for rent is not  waived;  the  security
interest herein granted is in addition and supplementary thereto.

18. MECHANICS LIENS.  Tenant shall keep the Premises free from any liens arising
out of any work performed,  materials  furnished,  or obligations incurred by or
for Tenant.  In the event the Tenant shall not,  within (10) days  following the
imposition of any such lien,  cause the same to be released of record by payment
or posting of a proper  bond,  Landlord  shall  have,  in  addition to all other
remedies provided herein and by law, the right but not the obligation,  to cause
the same to be release by such means as Landlord  shall deem  proper,  including
payment of or defense  against the claim giving rise to such lien. All sums paid
by Landlord and all expenses incurred by it in connection therewith shall create
automatically an obligation of Tenant to pay, on demand, an equivalent"  amount,
plus fifteen  percent  (15%)  interest  per year thereon as Rent.  No work which
Landlord permits Tenant to perform in the Premises shall be deemed to be for the
immediate  use and 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.

19. EVENTS OF DEFAULT. The occurrence of any of the following shall constitute a
default and breach of this lease by Tenant:

          A. Any  failure  by Tenant  to pay the Rent or make any other  payment
     required to be made by Tenant  hereunder when due, no notice being required
     for default in payment.

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          B. Any failure by Tenant to observe and perform any  provision of this
     Lease where such  failure  continues  for fifteen (15) days after notice to
     Tenant.

          C. When Tenant or any  guarantor  of Tenant's  obligations  hereunder,
     cannot meet its  obligation  as they  become due, or is declared  insolvent
     according to any law, or assignment of Tenant's or guarantor's  property is
     make  for the  benefit  of its  creditors,  or a  receiver  or  trustee  is
     appointed  for Tenant or  guarantor  or its  property,  or the  interest of
     Tenant or guarantor under this lease is levied on-under  execution or under
     other legal  process,  or any  petition is filed or other  action  taken to
     reorganize or modify Tenant's or guarantor's  debts or obligations,  or any
     petition is filed or other action taken to reorganize or modify Tenant's or
     guarantor's   capital   structure  if  either  Tenant  or  guarantor  be  a
     corporation or other entity.

          D. The abandonment of the Premises by Tenant which shall mean that the
     Tenant is absent from the Premises for (10) ten consecutive days.

20.  REMEDIES.  Upon the  occurrence  of any event of default  specified in this
lease  agreement or otherwise,  Landlord shall have the option to pursue any one
or more of the following remedies without any notice or demand whatsoever.

          A.  Terminate  this lease,  in which event  Tenant  shall  immediately
     surrender  the  premises to  Landlord.  If Tenant  fails to  surrender  the
     premisses to Landlord, Landlord may, without prejudice to any other remedy,
     enter  upon and take  possession  and expel or remove  Tenant and any other
     person who may be occupying said premises or any part thereof,  by force if
     necessary,  without being liable for  prosecution or any claim for damages.
     Tenant  agrees to pay to  Landlord  upon  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,
     including the loss of rental for the remainder of the lease term.

          B. If  Landlord  so elects,  Landlord  may relet the  premises on such
     terms as Landlord  shall deem  advisable  and  receive the rent  therefore.
     Tenant agrees to pay the Landlord  upon demand any  deficiency of rent that
     may arise by reason of such reletting for the remainder of the lease term.

          C. Enter  upon the  premises,  by force if  necessary,  without  being
     liable for  prosecution 'or any claim for damages and do whatever Tenant if
     obligated to do under the terms of this lease.  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.  Tenant
     further agrees that Landlord shall not be liable for any damages  resulting
     to the Tenant from such action.

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     Pursuit of any of the foregoing  remedies shall not preclude the pursuit of
     any other remedies herein provided,  or any other remedies provided by law,
     nor shall pursuit of any remedy herein provided  constitute a forfeiture or
     waiver of any rent due Landlord  hereunder,  or of any damages  suffered by
     Landlord by reason of violation of any term,  provision or covenant  herein
     contained.

No waiver by  Landlord  of any  violation  or breach of any term,  provision  or
covenant  herein  contained  shall be  deemed  or  construed  as a waiver of any
violation or breach of any default shall not be deemed or construed to be waiver
of such default.

21. SURRENDER OF PREMISES. No act or thing done by Landlord or its agents during
the term  hereby  granted  shall be deemed as  acceptance  of  surrender  of the
premises. No agreement to accept surrender of the premises shall be valid unless
the same is in writing and signed by the Landlord.

22.  ATTORNEYS  FEES.  If, on  account of any breach or default by Tenant of any
respective  obligation  under this lease, it shall become necessary for Landlord
to  employ an  attorney  to  enforce  or defend  any of its  rights or  remedies
hereunder,  and  Landlord  should  prevail,  it shall be entitled to  reasonable
attorney fees incurred in such connection.

23.  FORCE  MAJEURE.  Whenever a period of time is  prescribed  for action to be
taken by Landlord,  Landlord shall not be liable or  responsible  for, and there
shall be excluded  from the  computation  for any such period of time any delays
due to  strikes,  riots,  acts of God,  shortages  of labor or  materials,  war,
governmental laws, regulations, or restrictions, or any other causes of any kind
whatsoever which are beyond the control of the Landlord.

24.  GOVERNMENTAL  REGULATIONS.  Tenant will  comply with all laws,  ordinances,
orders, rules and regulation of all governmental agencies having jurisdiction of
the premises with reference to the use, construction,  condition or occupancy of
the premises.

25.  APPLICABLE  LAW. This lease shall be governed by and construed  pursuant to
the laws of the state of Texas.

26. SUCCESSORS AND ASSIGNS.  Except as otherwise  provided in this Lease, all of
the covenants,  conditions and provision of this Lease shall be binding upon and
shall  inure to the benefit of the parties  hereto and their  respective  heirs,
successors, and assigns.

27.  SEVERABILITY.  If any provision of this Lease or the application thereof to
any person or circumstances shall be invalid or unenforceable to any extent, the


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remainder of this Lease and the  application of such provisions to other persons
or  circumstances  shall not be  affected  thereby  and shall be enforced to the
greatest extent permitted by law.

28. 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,  and in no event shall Tenant acquire
any rights in or to such names.

29. NOTICES Any notice or document  required to be delivered  hereunder shall be
deemed to be delivered whether or not actually  received,  when deposited in the
United States mail, postage prepaid,  certified or registered mail, addressed to
the parties hereto at their respective addresses set forth below:

         LANDLORD ADDRESS:

         GJSI - TEXAS, INC.
         12300 FORD ROAD, SUITE 160
         DALLAS, TEXAS 75234

         TENANT ADDRESS:

         TBX Resources, Inc.
         12300 FORD ROAD, SUITE 265
         DALLAS, TEXAS 75234


30. DEFINED TERMS AND MARGINAL  HEADINGS.  The words  "Landlord" and "Tenant" as
used herein shall include the plural as well as the  singular.  If more than one
person  is named as  Tenant,  the  obligations  of such  persons  are  joint and
several.  The  headings and titles to the articles of this lease are not part of
this lease and shall have no effect upon the construction or  interpretation  of
any part thereof. Captions contained herein are for the convenience of reference
only and in no way limit or enlarge the terms or conditions of this lease.

31. CORPORATE AUTHORITY. If Tenant executes this Lease as a corporation, each of
the persons  executing  this lease on behalf of Tenant  does  hereby  personally
covenant and warrant that Tenant is a duly authorized and existing  corporation,
that Tenant has and is qualified to do business in Texas,  that the  corporation
has full right and  authority  to enter into this  lease,  and that each  person
signing on behalf of the corporation was authorized to do so.

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32. LIQUIDATED DAMAGES. If the space for the Premises is not ready for occupancy
by the  commencement  date of this  lease,  the rent under this lease  shall not
commence  until the lease  Premises  are ready for  occupancy  by  Tenant.  Such
allowance for rent shall be received by Tenant in full settlement for any claims
which Tenant  might  otherwise  have by reason of the leased  premises not being
ready for occupancy.

33. INTEGRATED AGREEMENT. This Lease contains the entire integrated agreement of
the  parties  hereto with  respect to any matter  covered or  mentioned  in this
Lease. No prior  agreement,  understanding or  representation  pertaining to any
such matter shall be effective  for any purpose.  No provision of this lease may
be amended or added to except by an agreement  in writing  signed by the parties
hereto or their respective successors in interest.

34. RENTAL DUE DATE AND LATE FEE. In the event that Tenant fails to pay the full
monthly rent reserved herein,  including all additional rents due hereunder, and
any arrears of previous  rent,  on or before the tenth  (10th) day of any month,
Landlord,  without  waiving any other  rights or remedies  available to Landlord
under  the  terms of this  lease  or under  law,  shall  charge  Tenant a sum as
additional rent hereunder as an administration fee equal to ten percent (10%) of
the total of said amount of monthly rent as described  above which shall be paid
by Tenant to Landlord immediately upon written notice from Landlord of the basis
and  amount of such  hereinabove  and the  failure  of Tenant to make  immediate
payment of said sum shall  constitute a default  hereunder in the payment of the
rent reserved herein.

35. INDEMNITY. Tenant will indemnify and hold harmless Landlord from and against
any loss,  damage or  liability  occasioned  by or  resulting  from any  default
hereunder  or any willful or  negligent  act on the part of Tenant,  its agents,
employees,  or invitees, or persons permitted on the Demised Premises by Tenant,
Tenant agrees to place and maintain at Tenant's sole cost and expense, insurance
policies covering Tenant's aforesaid  indemnity with respect to Tenant's use and
occupancy of the Demised  Premises.Such  policies shall be issued in the name of
Tenant  and  Landlord  as  their  interest  may  appear,  or  shall  contain  an
"additional  insured"  endorsement  in favor of  Landlord,  and with  limits  of
liaility of at least FIVE HUNDRED THOUSAND DOLLARS  ($500,000.00) per occurrence
for bodily injury and ONE HUNDRED THOUSAND  DOLLARS  (100,000.00) per occurrence
for property damage.Duplicate  originals of such policies and endorsements shall
bedelivered to Landlord within thirty (30) days from the execution date hereof.

A. Insurance Policy Requirements. Insurance policies required hereunder shall be
issued by companies which are currently rated B+ or better in "Best's  Insurance
Guide"  and are  licensed  to do  business  in the state of Texas.  The  maximum
deductibles for these insurance policies shall not exceed One Thousand Dollars

                                       11


<PAGE>


($1,000.00),  and Tenant shall be responsible  for paying all deductibles in the
event of an insured loss. Tenant shall deliver to Landlord copies of policies of
liability insurance required in this Section 35 and certificates  evidencing the
existence and amounts of property  insurance required under this Section 35, all
of which shall include loss payable clauses  satisfactory  to Landlord.  No such
policy  shall be  cancelable  or  subject  to  reduction  of  coverage  or other
modifications  except  after ten (10) days' prior  written  notice to  Landlord.
Tenant shall,  within ten (10) days prior to the  expiration  of such  policies,
furnish to Landlord with renewals or "binders" thereof. If Tenant fails to do so
Landlord  may, but shall not be required to,  procure such  insurance and charge
the cost thereof to Tenant, which amount shall be payable by Tenant upon demand.
Tenant shall not do or permit to be done  anything  which shall  invalidate  the
insurance policies required herein under this Section 35.

36. RENTAL ADJUSTMENT one (1) year after the commencement of this lease and each
one (1) year  thereafter  as set forth  herein the base rental shall be adjusted
and changed as follows:

     Such adjustment of the base rent shall be determined in accordance with the
cost of living changes in the "Consumer  Price Index for all Urban  Consumers --
U. S. City Average" as published by the Bureau of Labor Statistics United States
Department of Labor, ("BLS Consumer Price Index").

The "BLS  Consumer  Price  Index"  figure for month and year in which this lease
commences is the base figure in the computation of adjustment of rentals. At the
beginning  of each one (1) year period as provided  in this  paragraph  the "BLS
Consumer Price Index" for the preceding  month thereto shall be ascertained  and
noted and the rent  commencing  with the start of each such  period of the lease
and  continuing  throughout  such next one (1) year period  shall be adjusted by
increasing  the basic rent,  percentage-wise,  as the said "BLS  Consumer  Price
Index" for the month has increased as compared with the base "BLS Consumer Price
Index" as herein fixed.

37. EXHIBITS. The following exhibits are attached and made a part hereof:


                  Exhibit A           Space Plan of Premises
                  Exhibit B           Tenant Improvements
                  Exhibit C           Rules and Regulations

38. SPECIAL PROVISIONS.

      Not Applicable

                                       12


<PAGE>


IN WITNESS HEREOF this Lease has been executed the day and year set forth below:

LANDLORD:                        GJSI-TEXAS, INC.
                                 a Texas Corporation

                                 --------------------------------------

                                 Glenn J. Solomon
                                 --------------------------------------
                                 President

                                 --------------------------------------
                                  Date

TENANT:                          TBX Resources, Inc.
                                 a Texas corporation
                                  /s/  Tim Burroughs
                                 --------------------------------------
                                 By
                                 Tim Burroughs
                                 --------------------------------------
                                 Printed

                                 owner/President
                                 --------------------------------------
                                 Title
                                  April 12-1995
                                 --------------------------------------
                                  Date






                                       13


<PAGE>






                                   EXHIBIT A

                             SPACE PLAN OF PREMISES

                     III METRO SQUARE OFFICE LEASE AGREEMENT


                               [DRAWING OMITTED]

















                                       A-1



<PAGE>











                                    EXHIBIT B

                               TENANT IMPROVEMENTS

Tenant  improvements  shall  consist of fresh  building  standard  paint and new
building  standard  carpet.  The reception area shall be enlarged,  the interior
conference room shall also be enlarged, and the interior storage/work area shall
be enclosed. Please refer to Exhibit A for a more specific sketch of the suite.
















                                       A-1


<PAGE>



                                    EXHIBIT C

                              RULES AND REGULATIONS

         1. No sign, picture, advertisement,  name or notice shall be inscribed,
displayed  or  affixed on or to any part of the  inside of the  Building  or the
Lease premises without the prior written consent of Lessor and Lessor shall have
the right to remove any such sign, placard, advertisement, name or notice to and
at the expense of Lessee.

All approved  signs or lettering  on doors and the building  directory  shall be
printed,  painted,  affixed or  inscribed  at the  expense of Lessee by a person
approved by Lessor.

                  Lessee shall not place anything or allow anything to be placed
         near the glass of any window,  door, partition or wall which may appear
         unsightly  from outside the leased  premises  provided,  however,  that
         Lessor may furnish and install a Building  standard  window covering at
         all exterior  windows.  Lessee  shall  not-without  written  consent of
         Lessor cover or otherwise sunscreen any window.

         2. Lessor shall approve in writing,  prior to installation,  the method
of attachment  of any objects  affixed to walls,  ceilings,  or doors other than
reasonable pictures, plaques and similar items.

         3. The directory of the Building will be provided  exclusively  for the
display of the name and location of Lessee only and Lessor reserves the right to
exclude any other names therefrom.

         4. The sidewalks,  halls,  passages,  exits,  entrances,  elevators and
stairways  shall not be.  obstructed by Lessee or used by lessee for any purpose
other than ingress to and egress *from the leased premises. The halls, passages,
exits, entrances,  elevators,  stairways, balconies and roof are not for the use
of the general  public and the Lessor  shall.  in all cases  retain the right to
control and prevent access thereto by all persons whose presence in the judgment
of the Lessor shall be  prejudicial  to the safety,  character,  reputation  and
interests  of the  Building  and  its  Lessees,  provided  that  nothing  herein
contained  shall be  construed  to prevent  such access to persons with whom the
Lessee  normally deals in the ordinary  course of Lessee's  business unless such
persons  are  engaged  in illegal  activities.  No Lessee  and no  employees  or
invitees of any Lessee shall go upon the roof of the Building.

         5.  Locks - No  Additional  locks or bolts of any kind  shall be placed
upon any of the doors or  windows by  Lessee,  nor shall any  changes be made in
existing locks or the mechanisms  thereof  without the prior written  consent of
the Lessor.  Lessee must, upon the termination of Lessee"s  tenancy,  restore to
Lessor all keys of

                                       C-1


<PAGE>


storage,  offices and toilet rooms either furnished to or otherwise  procured by
Lessee and in the event of the loss of any key so furnished  Lessee shall pay to
Lessor the cost  thereof or of changing the lock or locks opened by lost keys if
Lessor deems it necessary to make a change.

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

         7. Lessee shall not overload the floor of the Leased  premises or mark,
drive nails,  screw or drill into the partitions,  woodwork or plaster or in any
way def ace the leased  premises  or any part  thereof.  No  boring,  cutting or
stringing of wires shall be permitted  except with the prior written  consent of
the Lessor and as the Lessor may direct.

         8. No furniture, freight or equipment of any kind shall be brought into
the  Building  without the consent of Lessor and. all moving of same into or out
of the  Building  shall be done at such time and in such manner as Lessor  shall
designate.  Lessor  shall  have the  right to  prescribe  the  weight,  size and
position of all safes and other heavy  equipment  brought  into the Building and
also the times  and  manner of  moving  the same in and out of the  Building  by
moving or  maintaining,  such safe or other  property  shall be  repaired at the
expense of Lessee. There shall not be used in any space, or in the public halls,
of the  Building,  either by any Lessee or others,  any hand trucks except those
equipped with rubber tires and side guards.

          9. Janitorial  Service - Lessee shall not employ any person or persons
for the purpose of cleaning the Leased  Premises  without the consent of Lessor.
Lessor shall be in no way  responsible  to Lessee for any loss of property  from
the leased premises,  however,  occurring or for any damages done to the effects
of Lessee by the Janitorial Service or any Lessor's  employees,  or by any other
person.  Janitorial  service  will not include the cleaning of carpets and rugs,
other than  vacuuming.  Lessee  shall not cause  unnecessary  labor by reason of
Lessee's  carelessness  and  indifference in the  preservation of good order and
cleanliness.

          10.  Lessee  shall  not  use,  keep or  permit to  be used any food or
noxious  gas or  substance  in leased  premises,  or permit or suffer the leased
premises to be occupied or used in a manner  offensive or  objectionable  to the
Lessor or other  occupants  of the  Building  by reason of noise,  odors  and/or
vibrations,  or interfere in any way with other Lessees or those having business
therein  nor shall any  animals  or birds by  brought in or kept in or about the
leased


                                      C-2

                       [GRAPHIC OMITTED][GRAPHIC OMITTED]


<PAGE>


premises or the Building. No Lessee shall make or permit to be made any unseemly
or  disturbing  noises  or  disturb  or  interfere  with  occupants  of  this or
neighboring  Buildings  or leased  premises or those having  business  with them
whether by the use of any musical instruments,  radio, phonograph, unusual noise
or in any other way.  No Lessee  shall throw  anything  out of doors or down the
passageways. No trash shall be placed in the common area before 5:00 P. M..

         11. Tenant shall  only be permitted  use as general of f ice space.  No
Lessee shall occupy or permit any portion of his leased  premises to be occupied
for lodging or sleeping or for any illegal purposes.

         12. Lessee shall not use or keep in the lease premises  or the Building
any kerosene, gasoline or combustible fluid or material.

         13. Lessor will direct  electricians  as to where and how telephone and
telegraph  wires  shall be  introduced.  No boring or cutting  for wires will be
allowed  without the consent of Lessor.  The location of telephones,  call boxes
and other office  equipment  affixed to the leased  premises shall be subject to
the approval of Lessor.

         14.  Installation  of floor coverings - No Lessee shall lay linoleum or
other similar  floor  covering so that same shall be affixed to the floor of the
leased  premises  in any way  except by a paste,  or other  material,  which may
easily be  removed  with  water,  the use of cement  or other  similar  adhesive
materials being expressly  prohibited.  The method of affixing any such linoleum
or other similar floor covering to the floor,  as well as the method of affixing
carpets or rugs to the leased premises,  shall be subject to approval by Lessor.
The expense of  repairing  any damage  resulting  from a violation  of this rule
shall be borne by Lessee by whom,  or by whose agents,  employees,  or visitors,
the damage shall have been caused.

         15.  Carpet/Floor  protection - Lessee shall provide and use chair pads
and carpet protectors at all desk and furniture locations.

         16. No Furniture,  packages,  supplies equipment or merchandise will be
received in the Building or carried up or down in the elevators,  except between
such hours and in such elevators as shall be designated by Lessor.

         17. On Saturdays,  Sundays and legal holidays and on other days between
the hours of 6:00 p.m. and 6:30 a.m. the following day,  access to the Building,
or to the halls,  corridors,  elevators  or  stairways in the Building or to the
leased  premises may be refused unless the person seeking access is known to the
person or  employee  of the  Building  in charge  and has a pass or is  properly
identified.

                                       C-3


<PAGE>


The Lessor  shall in no case be liable for  damages for any error with regard to
the  admission  to or  exclusion  from the  Building of any  person.  In case of
invasion, mob, riot, public excitement,  or other commotion, the Lessor reserves
the right to prevent access to the Building  during the  continuance of the same
by closing the doors or others for the safety of the Lessees and  protection  of
property in the Building. The Lessor reserves the right to close and keep locked
all  entrance  and exit doors of the  Building on  Saturdays,  Sundays and legal
holidays  and on other  days  between  the hours of 6:00 a.m.  and  during  such
further hours as Lessor may deem advisable for the - adequate protection of said
Building and the property of Lessees.

         18.  Access to the building and parking may be controlled by the use of
electronic  card key or by other method  deemed  necessary  by Landlord.  Tenant
shall be issued card keys or other ingress/egress devices and a deposit for each
card or device  shall be paid upon  issuance  of the  cards.  In the event  that
Tenant shall damage or lose the card key(s) or device(s)  then Tenant's  deposit
for such card or device will be forfeited and Tenant will pay another deposit in
order to replace it.

                                       C-4