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                                                                    Exhibit 10.7

Standard Industrial Lease Agreement            Approximately 118,080 square feet
NML 98                                          4810 EISENHAUER ROAD, SUITE 240
                                                    San Antonio, Texas 78218

                                 Lease Agreement

THIS LEASE AGREEMENT, made and entered into by and between THE NORTHWESTERN
MUTUAL LIFE INSURANCE COMPANY, a Wisconsin corporation, hereinafter referred to
as "Landlord", and CAI, L.P., a Texas limited partnership, hereinafter referred
to as "Tenant";

                                   WITNESSETH:

1.   Premises and Term.

     A.   In consideration of the mutual obligations of Landlord and Tenant set
          forth herein, Landlord leases to Tenant, and Tenant hereby takes from
          Landlord the approximately 118,080 square feet more particularly
          outlined on the floor plan attached as Exhibit "A-1" (the "Premises"),
          which Premises are part of that approximately 295,200 square foot
          building(s) ("the Building") located on the real property situated
          with the County of Bexar, State of Texas, which real property is more
          particularly described on Exhibit "A" attached hereto and incorporated
          herein by reference (the "Land"), together with all rights,
          privileges, easements, appurtenances, and amenities belonging to or in
          any way pertaining to the Premises, to have and to hold, subject to
          the terms, covenants and conditions in this Lease.

     B.   The Term of this Lease shall commence on the Commencement Date as
          defined in the following Paragraph C (the "Commencement Date"). The
          term of this Lease shall end on the last day of the calendar month
          that is ONE HUNDRED TWENTY-ONE (121) full calendar months after the
          Commencement Date.

     C.   The Commencement Date shall be deemed February 1, 2001, Tenant shall
          be allowed early occupancy on December 1, 2000 or as soon as
          practicable for the purposes of storage of merchandise, installing
          equipment and set up provided that Tenant does not interfere with
          Landlord's construction and otherwise complies with the provisions of
          this Lease.

2.   Base Rent, Security Deposit and Escrow Payments.

     A.   Tenant agrees to pay to Landlord Base Rent for the Premises in
          advance, without demand, deduction or set off, at the monthly rate as
          follows:

          Month 1                             $38,966.00
          Months 2                                   -0-;
          Month 3-36                          $38,966.00
          Months 37-60                        $40,147.00;
          Months 61-96                        $41,328.00; and
          Months 97-121                       $42,509.00.

          The monthly installment for Month 1 ($38,966.00), plus one (1) month's
          portion ($9,946.00) of the other monthly charges set forth in
          Paragraph 2C below shall be due and payable in advance on the date
          hereof. Subsequent monthly installments shall be due and payable in
          advance on or before the first day of each calendar month succeeding
          the Commencement Date, except that the Base Rent and other monthly
          charges set forth in Paragraph 2C below shall be abated in Month 2.

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     B.   Intentionally deleted.

     C.   Tenant agrees to pay as additional rent, its Proportionate Share (as
          defined in Paragraph 22B below) of (1) Taxes (hereinafter defined)
          payable by Landlord pursuant to Paragraph 3A below, (2) the cost of
          any jointly metered utilities payable pursuant to Paragraph 8, below,
          (3) the cost of maintaining insurance, and (4) the cost of repairs,
          replacement (excluding the replacement of Capital Items which are
          defined as improvements or replacements which, under generally
          accepted accounting principles are amortized for five (5) years or
          more), and other operating expenses required by this Lease. During
          each month of the term of this Lease, on the same day that Base Rent
          is due hereunder, Tenant shall escrow with Landlord an amount equal to
          1/12 of the estimated annual cost of its Proportionate Share of such
          items. Tenant authorizes Landlord to use the funds deposited with
          Landlord under this Paragraph 2C to pay such costs, subject to
          accounting to Tenant for such use annually. The initial monthly escrow
          payments are based upon the estimated amounts for the year in
          question, and shall be increased or decreased annually to reflect the
          projected actual cost of all such items. If Tenant's total escrow
          payments are less than Tenant's actual Proportionate Share of all such
          items, Tenant shall pay the difference to Landlord within ten (10)
          days after written demand. If the total escrow payments of Tenant are
          more than Tenant's actual Proportionate Share of all such items,
          Landlord shall retain such excess and credit it against Tenant's next
          annual escrow payments, except during the final year of the Lease, for
          which Landlord will promptly refund any excess to Tenant. The amount
          of the monthly rental and the initial monthly escrow payments are as
          follows:

          (1)  Base Rent as set forth in Paragraph 2.A                $38,966.00
          (2)  Taxes as set forth in Paragraph 2C(1)                  $ 5,117.00
          (3)  Insurance as set forth in Paragraph 2C(3)              $   401.00
          (4)  Operating Expenses as set forth
               in Paragraphs 2C(2) and (4)                            $  4428.00
                                                                      ----------

               Monthly Payment Total                                  $48,912.00
                                                                      ==========

3.   Taxes.

     A.   Landlord agrees to pay all taxes, assessments and/or governmental
          charges of any kind and nature (collectively referred to herein as
          "Taxes") that accrue against the Premises, the Land and/or the
          Building. If at any time during the term of this Lease, there shall be
          levied, assessed or imposed on Landlord a capital levy or other tax
          directly on the rents received therefrom and/or a franchise tax,
          assessment, levy or charge measured by or based, in whole or in part
          upon such rents from the Premises, the Land and/or the Building, then
          all such taxes, assessments, levies or charges, or the part, thereof
          so measured or based, shall be deemed to be included within the term
          "Taxes" for the purposes hereof. The Landlord shall have the right to
          employ a tax consulting firm to attempt to assure a fair tax burden on
          the building and grounds within the applicable taxing jurisdiction.
          Tenant agrees to pay its Proportionate Share of the cost of such
          consultant.

     B.   Tenant shall be liable for all taxes levied or assessed against any
          personal property or fixtures placed in the Premises. If any such
          taxes are levied or assessed against Landlord or Landlord's property
          and (i) Landlord pays the same or (ii) the assessed value of
          Landlord's property is increased by inclusion of such personal
          property and fixtures and Landlord pays the increased taxes, then,
          upon demand Tenant shall pay to Landlord such taxes. In addition, if
          the Building is a multiple occupancy Building and the cost of any
          improvements constructed to the Tenant's Premises is
          disproportionately higher than the cost of improvements constructed to
          the Premises of other tenants of the Building, then upon written
          demand Tenant shall pay the amount of Taxes attributable to such
          disproportionately more

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          expensive improvements in addition to its Proportionate Share of
          Taxes.

4.   Landlord's Repairs.

     A.   Tenant understands and agrees that this Lease is intended to be a
          "net" lease, and as such, Landlord's maintenance, repair and
          replacement obligations are limited to those set forth in this
          Paragraph 4A. Landlord, at its own cost and expense, shall be
          responsible only for roof repair (except for preventative
          maintenance), roof replacement and for repair and replacement of only
          the foundation and the structural members of the exterior walls of the
          Building and for replacement of Capital Items as above defined. The
          terms "roof' and "walls" as used herein shall not include skylights,
          windows, glass or plate glass, doors, special storefronts or office
          entries. Tenant shall immediately give Landlord written notice of
          defect or need for repairs, after which Landlord shall have reasonable
          opportunity to repair same or cure such defect. Landlord's liability
          with respect to any defects, repairs, replacement or maintenance for
          which Landlord is responsible hereunder shall be limited to the cost
          of such repairs or maintenance or the curing of such defect.

5.   Tenant's Maintenance and Repair Obligations.

     A.   Tenant, at its own cost and expense, shall maintain all parts of the
          Premises (except those for which Landlord is expressly responsible
          hereunder) in good condition, ordinary wear and tear excepted, and
          promptly make all necessary repairs and replacements to the Premises.

     B.   Landlord shall be responsible for causing the parking areas,
          driveways, alleys and grounds surrounding the Premises to be
          maintained in a good, neat, clean and sanitary condition, consistent
          with the operation of a first class office/warehouse building, which
          includes without limitation, prompt maintenance, repairs and
          replacements (1) intentionally deleted, (2) of the parking area
          associated with the Building, (3) of all grass, shrubbery and other
          landscape treatments surrounding the Building, (4) of the exterior of
          the Building (including painting), (5) of sprinkler systems, sewage
          lines, and (6) of any other maintenance, repair or replacement items
          normally associated with the foregoing. However, Tenant shall repair
          and pay for any damage caused by the negligence of Tenant, or Tenant's
          employees, agents or invitees, or caused by Tenant's default
          hereunder.

     C.   Tenant shall be liable for its Proportionate Share (as defined in
          Paragraph 22B below) of the cost and expense of such repair,
          replacement, maintenance and other such items defined in the foregoing
          Paragraph 2B. The amount of Tenant's rental obligation set forth in
          Paragraph 2A above does not include the cost of such items, and
          Landlord's performance of repair, replacement, maintenance and other
          items, is not a condition to payment of such rental obligations.

     D.   Tenant agrees to pay its Proportionate Share of the cost of (1)
          operation, maintenance and/or landscaping of any property or facility
          that is operated, maintained or landscaped by any property owner or
          community owner association that is named in any restrictive covenants
          or deed restrictions to which the Premises are subject and which are
          actually billed to the Building, and (2) operating and maintaining any
          property, facilities or services provided for the common use of Tenant
          and other tenants of the Building, which costs shall include, without
          limitation, reasonable and customary management fees, maintenance and
          repair costs, sewer, landscaping, trash and security (if furnished by
          Landlord), wages and employee benefits payable to employees of
          Landlord whose duties are directly connected with the operation and
          maintenance of the Building (but not such costs resulting from
          Landlord's make-ready work for other tenants), amounts paid to
          contractors or subcontractors for work or services performed in
          connection with the operation and maintenance of the Building, all
          service, supplies, repairs, replacements (excluding Capital Items as
          defined above) or other

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          expenses for maintaining and operating the Building, and any other
          facilities or services provided for the common use of Tenant and other
          tenants of the Building.

     E.   Tenant shall, at its sole cost and expense, during the term of this
          Lease maintain a regularly scheduled preventative maintenance/service
          contract with a maintenance contractor for the servicing of all hot
          water, heating and air-conditioning systems and equipment within the
          leased premises. The maintenance contractor and contract must be
          approved by Landlord and must include all services suggested by the
          equipment manufacturer. Tenant shall at all times conduct maintenance
          on the heating, ventilation and air-conditioning ("HVAC") equipment
          within the leased premises in accordance with all Federal, state or
          local laws. In the event that a leak occurs in any portion of the HVAC
          equipment on the premises, Tenant shall promptly repair such leak in
          accordance with such Federal, state or local laws and shall, in any
          event, repair such leaks within the deadline imposed by such Federal,
          state or local laws. Tenant hereby agrees to indemnify, defend and
          hold Landlord harmless against any and all damages, liabilities,
          losses, costs and expenses, including reasonable attorneys' fees,
          incurred by Landlord as a result of Tenant's failure to conduct
          maintenance on the HVAC equipment at the Property in accordance with
          Federal, state or local laws. In lieu of providing the specified
          maintenance/service contract, Tenant may utilize its employees to
          service the hot water, heating and air-conditioning systems and
          equipment provided that Landlord is provided with acceptable evidence
          that said employees are qualified and licensed to perform such
          service.

     F.   Intentionally deleted.

6.   Alterations. Tenant shall not make any alterations, additions or
     improvements to the Premises without the prior written consent of Landlord
     which consent shall not be unreasonably withheld or delayed provided that
     said alterations, additions or improvements shall not involve the exterior,
     structural components or roof of the Premises or Building. Tenant, at its
     own cost and expense, may, without the prior consent of Landlord, erect
     such shelves, bins, machinery and trade fixtures as it desires provided
     that (a) such items do not alter the basic character of the Premises or the
     Building; (b) such items do not overload or damage the same; (c) such items
     may be removed without injury to the Premises; and (d) the construction,
     erection or installation thereof complies with all applicable governmental
     laws, ordinances, regulations and with Landlord's specifications and
     requirements. All shelves, bins, machinery and trade fixtures installed by
     Tenant shall be removed on or before the earlier to occur of the date of
     termination of this Lease or vacating the Premises, at which time Tenant
     shall restore the Premises to their original condition. All installations,
     removals and restorations shall be performed in a good and workmanlike
     manner so as not to damage or after the primary structure or structural
     qualities of the Building or the Premises. If Tenant is not in default,
     upon expiration or earlier termination of this Lease, all trade fixtures
     which constitute the personal property of Tenant may be removed by Tenant
     at Tenant's sole expense.

7.   Signs. Any signage, decorations, advertising media, blinds, draperies,
     window treatments, bars, and security installations Tenant desires for the
     Premises shall be subject to Landlord's prior written approval and shall be
     submitted to Landlord prior to the Commencement Date. Tenant shall repair,
     paint, and/or replace the building facia surface to which its signs are
     attached upon vacation of the Premises, or the removal or alteration of its
     signage, all of which shall be accomplished at Tenant's sole cost and
     expense. Tenant shall not, (i) make any changes to the exterior of the
     Premises, (ii) install any exterior lights, decorations, balloons, flags,
     pennants, banners or painting, or (iii) erect or install any signs, windows
     or door lettering, decals, window and storefront stickers, placards,
     decorations or advertising media of any type that can be viewed from the
     exterior of the Premises, without Landlord's prior written consent.

8.   Utilities. Tenant shall obtain and pay for all water, gas, heat, light,
     power, telephone, sewer, sprinkler charges and other utilities and services
     used on or at the Premises, together with any taxes,

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     penalties, surcharges or the like pertaining to the Tenant's use of the
     Premises, and any maintenance charges for utilities. Landlord shall have
     the right to cause any of said services to be separately metered to Tenant,
     at Tenant's expense. Tenant shall pay its pro rata share as reasonably
     determined by Landlord, of all charges for jointly metered utilities.
     Landlord shall not be liable for any interruption or failure of utility
     service on the Premises.

9.   Insurance.

     A.   Landlord's Insurance. At all times during the Term, Landlord shall
          procure and keep in force and effect the following insurance:

          (1)  All-Risk property insurance insuring the Building, its equipment,
               and common area furnishings, all in such amounts and with such
               deductibles as Landlord considers appropriate;

          (2)  Commercial General Liability insurance insuring its interests in
               the Project; and

          (3)  Intentionally deleted.

     B.   Tenant's Insurance. Tenant shall at its sole cost and expense, keep in
          full force and effect the following insurance:

          (1)  All-Risk property insurance on "Tenant's Property" for the full
               replacement value. Such policy shall contain an agreed amount
               endorsement in lieu of a coinsurance clause. "Tenant's Property"
               is defined to be all improvements and betterments of Tenant
               located in or on the Premises, Common Areas or Building,
               excluding that which may be insured by Landlord's All-Risk
               property insurance as set forth in Paragraph 9.A.(1) above;

          (2)  Commercial General Liability insurance insuring Tenant against
               any liability arising out of its use, occupancy or maintenance of
               the Premises or the business operated by Tenant pursuant to the
               Lease. Such insurance shall be in the amount of at least
               $2,000,000 per occurrence. Such policy shall name Landlord,
               Landlord's wholly owned subsidiaries and agents and any
               mortgagees of Landlord as additional insureds; and

          (3)  Worker's Compensation insurance as required by state law, unless
               Tenant shall elect, on a company-wide basis, to become
               self-insured therefor; and

          (4)  Any other form or forms of insurance or increased amounts of then
               reasonable and customary insurance as Landlord or any mortgagees
               of Landlord may reasonably require from time to time.

          All such policies shall be written in a form reasonably satisfactory
          to Landlord and any mortgagees of Landlord, and shall provide that
          Landlord, and any mortgagees of Landlord, shall receive not less than
          thirty (30) days' prior written notice of any cancellation. Policies
          will be written by insurance companies authorized to transact business
          in the State of Texas with a Best's Rating of "A" or higher. Prior to
          or at the time that Tenant takes possession of the Premises, Tenant
          shall deliver to Landlord copies of policies or certificates
          evidencing the existence of the amounts and forms of coverage
          satisfactory to Landlord. Tenant shall, within thirty (30) days prior
          to the expiration of such policies, furnish Landlord with renewals or
          "binders" thereof, or Landlord may order such insurance and charge the
          cost thereof to Tenant as Additional Rent.

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     C.   Forms of Policies. All policies maintained by Tenant will provide that
          they may not be terminated nor may coverage be reduced except after
          thirty (30) days' prior written notice to Landlord. All Commercial
          General Liability and All-Risk property policies maintained by Tenant
          shall be written as primary policies, not contributing with and not
          supplemental to the coverage that Landlord may carry.

     D.   Waiver of Subrogation. Notwithstanding that any loss or damage may de
          due to or result from the negligence of either of the parties hereto,
          Landlord and Tenant, for themselves and their respective insurers,
          each waive any and all rights to recover against the other; against
          any subsidiary or joint venture of such other party; against any other
          tenant or occupant of the Project; or against the officers, directors,
          shareholders, partners, employees, agents, customers, invitees, or
          business visitors of such other party, of such other tenant or
          occupant of the Project, of any subsidiary or joint venture of such
          other party, for any loss or damage to the property of such waiving
          party arising from any cause.

     E.   Adequacy of Coverage. Landlord, its agent and employees make no
          representation that the limits of liability specified to be carried by
          Tenant pursuant to this Paragraph 9, are adequate to protect Tenant.
          If Tenant believes that any of such insurance coverage is inadequate,
          Tenant will obtain such additional insurance coverage as Tenant deems
          adequate, at Tenant's sole expense.

     F.   Certain Insurance Risks. Except to the extent that Tenant shall be
          expressly authorized in writing by Landlord to perform certain acts
          and to bring certain substances onto the Premises, Tenant shall not
          otherwise do or permit to be done any act or thing upon the Premises
          or the Project which would (a) jeopardize or be in conflict with fire
          insurance policies covering the Project or fixtures and property in
          the Project; (b) increase the rate of fire insurance applicable to the
          Project to an amount higher than it otherwise would be for normal
          warehouse or distribution use; or (c) subject Landlord to any
          liability or responsibility for injury to any person or persons or to
          property by reason of any business or operation being carried on upon
          the Premises.

10.  Fire and Casualty Damage.

     A.   Tenant immediately shall give written notice to Landlord if the
          Premises or the Building are damaged or destroyed. If the Premises or
          Building should be totally destroyed or so damaged by an insured peril
          and in Landlord's estimation, rebuilding or repairs cannot be
          completed within one hundred eighty (180) days after the date of
          Landlord's actual knowledge of such damage, this Lease shall terminate
          and the rent shall be abated during the unexpired portion of this
          Lease, effective upon the date of the occurrence of such damage.

     B.   If the Building or the Premises should be damaged by any insured
          peril, and in Landlord's estimation rebuilding or repairs can be
          substantially completed within one hundred eighty (180) days after the
          date of Landlord's actual knowledge of such damage, this Lease shall
          not terminate, and Landlord shall restore the Premises to
          substantially its previous condition, except that Landlord shall not
          be required to rebuild, repair or replace any part of the partitions,
          fixtures, additions and other improvements required to be covered by
          Tenant's insurance pursuant to Paragraph 9B above. Effective upon the
          date of the occurrence of such damage and ending upon substantial
          completion (as defined in Paragraph 1. above), if the Premises are
          untenantable in whole or part during such period, the rent shall be
          reduced to such extent as may be fair and reasonable under all of the
          circumstances. If such repairs and rebuilding have not been
          substantially completed within one hundred eighty (180) days after the
          date of such damage, Tenant, as Tenant's exclusive remedy, may
          terminate this Lease by delivering thirty (30) days prior written
          notice of termination to Landlord in which

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          event the rights and obligations hereunder shall cease and terminate
          thirty (30) days after receipt of such written notice by Landlord.

     C.   In connection with any repair or reconstruction to the Premises
          arising from or necessitated by fire or other casualty which is
          covered by the insurance provided pursuant to Paragraph 9A above,
          Tenant shall pay Landlord the amount of the deductible of such
          insurance if the cost of such repair or reconstruction is necessitated
          by the negligent act of the Tenant.

     D.   Notwithstanding anything herein to the contrary, in the event the
          holder of any indebtedness secured by a mortgage or deed of trust
          covering the Premises requires that the insurance proceeds be applied
          to such indebtedness, then Landlord shall have the right to terminate
          this Lease by delivering written notice of termination to Tenant
          within fifteen (15) days after such requirement is made known by any
          such holder, whereupon all rights and obligations hereunder shall
          cease and terminate. During the first five (5) years of this Lease,
          Landlord agrees to use its reasonable best efforts to cause any such
          holder of any indebtedness to allow the use of insurance proceeds for
          the repair and rebuilding of the Premises.

     E.   Anything in this Lease to the contrary notwithstanding except as set
          forth in Paragraph 10C above, to the extent of a recovery of loss
          proceeds under the policies of insurance described in this Lease,
          Landlord and Tenant hereby waive and release each other and any
          related parties and affiliates of and from any and all rights of
          recovery, claim action or cause of action, against each other, their
          agents, officers and employees, for any loss or damage that may occur
          to the Premises, the Building, or personal property within the
          Building and/or Premises arising from or caused by fire or other
          casualty or hazard covered or required to be covered by hazard
          insurance under this Lease. Upon execution of this Lease, Landlord and
          Tenant shall notify their respective insurance companies of the mutual
          waivers contained herein and, if available, shall cause each policy
          described in this Lease to be so endorsed.

11.  Liability and Indemnification.

     A.   Landlord's Indemnification. Landlord shall hold Tenant harmless and
          defend Tenant against any and all claims, actions, damages or
          liability (including without limitation, all costs, attorneys fees and
          expenses incurred in connection therewith) in connection with any
          loss, injury or damage to any person or property occurring in, on or
          about or arising out of all or part of the Premises and/or the
          Building or the use or occupancy thereof, or the conduct or operation
          of Landlord's business, when such injury or damage shall be caused by
          the act, neglect, fault of, or omission of, any duty with respect to
          the same by Landlord, its agents, servants and employees (unless the
          indemnified loss is caused wholly or in part by Tenant's negligence,
          in which event this indemnity shall not apply to the allocable share
          of such loss resulting from Tenant's negligence).

     B.   Tenant's Indemnification. Except for any injury to persons or damage
          to property that is caused by or results from the negligence or
          deliberate act of Landlord, its employees, or agents, and subject to
          the provisions of Paragraph 9D above, Tenant shall indemnify and hold
          Landlord, Landlord's wholly owned subsidiaries and the employees and
          agents of Landlord and Landlord's wholly owned subsidiaries,
          (hereinafter collectively referred to as the "Indemnified Parties" and
          individually as an "Indemnified Party") harmless from and against, any
          and all demands, claims, causes of action, fines, penalties, damages,
          liabilities, judgments, and expenses (including, without limitation,
          reasonable attorneys' fees) incurred in connection with or arising
          from:

          (1)  the use or occupancy or manner of use or occupancy of the
               Premises by Tenant or any person claiming under Tenant;

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          (2)  any activity, work, or thing done or permitted by Tenant in or
               about the premises, the Building, or the Project;

          (3)  any breach by Tenant or its employees, agents, contractors, or
               invitees of this Lease;

          (4)  any injury or damage to the person, property, or business of
               Tenant, its employees, agents, contractors, or invitees entering
               upon the Premises under the express or implied invitation of
               Tenant; and:

          (5)  any alleged violation by Tenant of the ADA and/or any other law,
               rule, code, or regulation. Landlord, at Landlord's expense, shall
               insure that the exterior of the Building complies with applicable
               accessibility standards imposed by the State of Texas as of the
               Commencement Date. However, Tenant shall be responsible for the
               cost of any future accessibility compliance as it relates
               directly to the Premises or its Proportionate Share of the cost
               of any future accessibility compliance as it relates to the
               Building or Common Areas.

          If any action or proceeding is brought against an Indemnified Party by
          reason of the foregoing Tenant, upon written notice from such
          Indemnified Party, shall defend the same at Tenant's expense, with
          counsel reasonably satisfactory to Landlord.

     C.   Waiver and Release. Tenant and Landlord, as a material part of the
          consideration passing to the other, by this Paragraph 11C,
          respectively waive and release all claims against the other, the
          other's wholly owned subsidiaries, and all of the other's or the
          other's wholly owned subsidiaries' employees and agents with respect
          to all matters for which the respective parties have disclaimed
          liability pursuant to the provisions of this Lease.

     D.   The provisions of this Paragraph shall survive the expiration or
          termination of this Lease with respect to any claims or liability
          occurring prior to such expiration or termination. The indemnification
          provided by this Paragraph 11 is subject to Tenant's and Landlord's
          waiver of recovery in the preceding Paragraph 10 to the extent of
          either Tenant's or Landlord's recovery of loss proceeds under policies
          of insurance described in Paragraph 10.

12.  Use.

     A.   The Premises shall be used only for the purpose of receiving, storing,
          servicing, repairing, shipping and selling (other than retail)
          products, materials and merchandise made and/or distributed by Tenant
          and for such other lawful purposes as may be incidental thereto
          provided that Tenant shall not use the Premises for the receipt,
          storage or handling of any product, material or merchandise that is
          explosive or highly inflammable or hazardous or make any use of the
          Premises which would make void or voidable any policy of fire or
          extended coverage insurance covering any of the Building or property
          of Landlord. Outside storage, including without limitation, storage of
          trucks and other vehicles (except trucks and other vehicles used in
          Tenant's ordinary course of business at the Premises, which trucks and
          other vehicles may be parked on the Premises as needed by Tenant
          during business hours, and stored thereon by Tenant during
          non-business hours), is prohibited without Landlord's prior written
          consent. Tenant shall comply with all governmental laws, ordinances
          and regulations applicable to the use of the Premises, and promptly
          shall comply with all governmental orders and directives for the
          correction, prevention and abatement of nuisances in or upon, or
          connected with, the Premises, all at Tenant's sole expense. Tenant
          shall not permit any objectionable or unpleasant odors, smoke, dust,
          gas noise, or vibrations to emanate from the Premises, nor take any
          other action that would constitute a nuisance or would disturb,
          unreasonably interfere with, or endanger Landlord or any other tenants
          of the Building. Landlord warrants that the current zoning of the
          Premises is "BPD-Business Park

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          District".

     B.   Tenant and its employees, customers and licensees shall have the
          non-exclusive rights to use any parking areas associated with the
          Premises that have been designated for such use by Landlord, subject
          to (1) all reasonable rules and regulations promulgated by Landlord
          and (2) rights of ingress and egress of other tenants. Landlord shall
          not be responsible for enforcing Tenant's parking rights against any
          third parties. Tenant shall not sublease any parking spaces without
          Landlord's written consent.

13.  Inspection. Landlord and Landlord's agents and representatives shall have
     the right to enter the Premises at any reasonable time during business
     hours, to inspect the Premises and to make such repairs as may be required
     or permitted pursuant to this Lease. During the period that is twelve (12)
     months prior to the end of the Lease term, Landlord and Landlord's
     representatives may enter the Premises during business hours for the
     purpose of showing the Premises. In addition, Landlord shall have the right
     to erect a suitable sign on the Premises stating the Premises are
     available. Tenant shall notify Landlord in writing at least thirty (30)
     days prior to vacating the Premises and shall arrange to meet with Landlord
     for a joint inspection of the Premises prior to vacating. If Tenant fails
     to give such notice or to arrange for such inspection, then Landlord's
     inspection shall be deemed correct for the purpose of determining Tenant's
     responsibility for repairs and restoration of the Premises.

14.  Assignment and Subletting.

     A.   Tenant shall not have the right to sublet all or part of the Premises
          or to assign, transfer or encumber this Lease, or any interest
          therein, without the prior written consent of Landlord. Any attempted
          assignment, subletting, transfer or encumbrance by Tenant in violation
          of the terms and covenants of this Paragraph shall be void. No
          assignment, subletting or other transfer, whether consented to by
          Landlord or not, or permitted hereunder, shall relieve Tenant of its
          liability hereunder. If an event of default occurs while the Premises
          or any part thereof are assigned or sublet, then Landlord, in addition
          to any other remedies herein provided, or provided by law, may collect
          directly from such assignee, subtenant or transferee all rents payable
          to the Tenant and apply such rent against any sums due Landlord
          hereunder. No such collection shall be construed to constitute a
          novation or a release of Tenant from the further performance of
          Tenant's obligations hereunder.

     B.   Upon the occurrence of an assignment or subletting, whether consented
          to by Landlord, or mandated by judicial intervention, Tenant hereby
          assigns, transfers and conveys all rents or other sums received by
          Tenant under any such assignment or sublease, which are in excess of
          the rents and other sums payable by Tenant under this Lease, and
          agrees to pay such amounts within ten (10) days after receipt.

     C.   If this Lease is assigned to any person or entity pursuant to the
          provisions of the Bankruptcy Code, 11 U.S.C. (S) 101 et. seq., (the
          "Bankruptcy Code"), any and all monies or other consideration payable
          or otherwise to be delivered in connection with such assignment shall
          be paid or delivered to Landlord, shall be and remain the exclusive
          property of Landlord and shall not constitute property of Tenant or of
          the estate of Tenant within the meaning of the Bankruptcy Code. Any
          and all monies or other considerations constituting Landlord's
          property under the preceding sentence not paid or delivered to
          Landlord shall be held in trust for the benefit of Landlord and be
          promptly paid or delivered to Landlord.

     D.   Any person or entity to which this Lease is assigned pursuant to the
          provisions of the Bankruptcy Code, shall be deemed, without further
          act or deed, to have assumed all of the obligations arising under this
          Lease on and after the date of such assignment. Any such assignee
          shall upon demand execute and deliver to Landlord an instrument
          confirming such assumption.

                                                                               9

<PAGE>

     E.   Notwithstanding the provisions of Paragraph 14A, Tenant may, after
          prior written notice to Landlord, assign the Lease or any part
          thereof, or sublease the Premises, in whole or in part without
          Landlord's prior consent to:

          (1)  any corporation or other legal entity which has the power to
               direct Tenant's management and operation, or any corporation
               whose management and operation is controlled by Tenant; or

          (2)  any corporation a majority of whose voting stock is owned by
               Tenant; or

          (3)  any corporation or other entity in which or with which Tenant is
               merged or consolidated, in accordance with applicable statutory
               provisions for merger or consolidation of corporations or other
               entities, so long as the liabilities of the corporations or other
               entities participating in such merger or consolidation are
               assumed by the corporation or other entity surviving such merger
               or created by such consolidation; or

          (4)  any corporation or other entity acquiring this Lease and a
               substantial portion of Tenant's assets; or

          (5)  any corporate or other successor to a successor corporation or
               entity becoming such by either of the methods described in
               subsections (4); or

          (6)  any entity (or member of a group of affiliated entities) which is
               acquiring the majority of Tenant's business located and operated
               in the San Antonio, Texas, "Area of Dominant Influence for Media
               Coverage" (as such term is commonly defined in the advertising
               industry);

     F.   Tenant's right to assignment or sublet under Paragraph 14E above is
          conditioned upon the following:

          (1)  that the proposed subtenant or assignee is engaged in the
               substantially the same business activities as Tenant,

          (2)  that no more than two (2) subtenants or assignees may occupy the
               Premises; and

          (3)  that Tenant and Guarantor remain fully liable under this Lease.

15.  Condemnation. If ten percent (10%) or more of the Premises are taken for
     any public or quasi-public use under governmental law, ordinance or
     regulation, or by right of eminent domain, or by private purchase in lieu
     thereof and, in the reasonable opinion of Tenant, the taking prevents or
     materially interferes with the use of the Premises for the purpose for
     which they were leased to Tenant, then Tenant, at its election, may
     terminate this Lease by giving written notice to Landlord of such election
     and the rent shall be abated during the unexpired portion of this Lease,
     effective on the date of such taking. If less than ten percent (10%) of the
     Premises are taken for any public or quasi-public use under any
     governmental law, ordinance or regulation, or by right of eminent domain,
     or by private purchase in lieu thereof, this Lease shall not terminate, but
     the rent payable hereunder during the unexpired portion of this Lease shall
     be reduced to such extent as may be fair and reasonable under all of the
     circumstances. All compensation awarded in connection with or as a result
     of any of the foregoing proceedings shall be the property of Landlord and
     Tenant hereby assigns any interest in any such award to Landlord; provided,
     however, Landlord shall have no interest in any award made to Tenant for
     loss of business or goodwill or for the taking of Tenant's fixtures and
     improvements, if a separate award for such items is made to Tenant.

                                                                              10

<PAGE>

16.  Holding Over. At the termination of this Lease by its expiration or
     otherwise, Tenant immediately shall deliver possession to Landlord with all
     repairs and maintenance required herein to be performed by Tenant
     completed. If, for any reason, Tenant retains possession of the Premises
     after the expiration or termination of this Lease or fails to complete any
     repairs required hereby, unless the parties hereto otherwise agree in
     writing, such possession shall be subject to termination by either Landlord
     or Tenant at any time upon not less than ten (10) days advance written
     notice, and provided all of the other terms and provisions of this Lease
     shall be applicable during such period, except that Tenant shall pay
     Landlord from time to time, upon demand, as rental for the period of such
     possession, an amount equal to one hundred fifty percent (150%) of the rent
     in effect on the termination date, computed on a daily basis for any day of
     each calendar month of such period. No holding over by Tenant, whether with
     or without consent of Landlord, shall operate to extend this Lease except
     as otherwise expressly provided. The preceding provisions of this Paragraph
     16 shall not be construed as consent for Tenant to retain possession of the
     Premises in the absence of written consent thereto by Landlord.

17.  Quiet Enjoyment. Landlord covenants that on or before the Commencement Date
     it will have good title to the Premises, free and clear of all liens and
     encumbrances, excepting only the lien for current taxes not yet due, such
     mortgage or mortgages as are permitted by the terms of this Lease, zoning
     ordinances and other building and fire ordinances and governmental
     regulations relating to the use of such property, and easements,
     restrictions and other conditions of record. Landlord represents that it
     has the authority to enter into this Lease and that so long as Tenant pays
     all amounts due hereunder and performs all other covenants and agreements
     herein set forth, Tenant shall peaceably and quietly have, hold and enjoy
     the Premises for the term hereof without hindrance or molestation from
     Landlord, subject to the terms and provisions of this Lease.

18.  Events of Default. The following events (herein individually referred to as
     an "event of default") each shall be deemed to be events of nonperformance
     by Tenant under this Lease:

     A.   Tenant shall fail to pay any installment of the rent herein reserved
          when due, or any other payment or reimbursement to Landlord required
          herein when due or any payment or reimbursement required under any
          other lease with Landlord, and such failure shall continue for a
          period of five (5) days from the date such payment was due. Landlord
          shall provide written notice of Tenant's failure no more than two (2)
          times per lease year whereupon Tenant shall have five (5) days from
          the date of receipt of said notice to cure.

     B.   Tenant shall fail to pay any amounts owed to contractors or
          subcontractors for work or services performed, or bond-around any such
          disputed claim in a manner to free the Premises from any lien claim
          arising therefrom, in connection with the operation, construction,
          management or maintenance of the Building as provided herein, and such
          failure shall continue for a period of five (5) business days from the
          date Tenant is notified in writing that such payment was due.

     C.   The Tenant or any guarantor of the Tenant's obligations hereunder
          shall (i) become insolvent; (ii) admit in writing its inability to pay
          its debts; (iii) make a general assignment for the benefit of
          creditors; (iv) commence any case, proceeding or other action seeking
          to have an order for relief entered on its behalf as a debtor or to
          adjudicate it a bankrupt or insolvent, or seeking reorganization,
          arrangement, adjustment, liquidation, dissolution or composition of it
          or its debts under any law relating to bankruptcy, insolvency,
          reorganization or relief of debtors or seeking appointment of a
          receiver, trustee, custodian or other similar official for it or for
          all or of any substantial part of its property; or (v) take any action
          to authorize or in contemplation of any of the actions set forth above
          in this Paragraph 18.

     D.   Any case, proceeding or other action against the Tenant or any
          guarantor of the Tenant's

                                                                              11

<PAGE>

          obligations hereunder shall be commenced seeking (i) to have an order
          for relief entered against it as debtor or to adjudicate it a bankrupt
          or insolvent; (ii) reorganization, arrangement, adjustment,
          liquidation, dissolution or composition of it or its debts under any
          law relating to bankruptcy, insolvency, reorganization or relief of
          debtors; (iii) appointment of a receiver, trustee, custodian or other
          similar official for it or for all or any substantial part of its
          property, and such case, proceeding or other action (a) results in the
          entry of an order for relief against it which is not fully stayed
          within seven (7) business days after the entry thereof or (b) shall
          remain undismissed for a period of forty-five (45) days.

     E.   Tenant shall for a period of more than thirty (30) days (i) vacate all
          or a substantial portion of the Premises or (ii) fail to continuously
          operate its business at the Premises for the permitted use set forth
          herein, whether or not Tenant is in default of the rental payments due
          under this Lease.

     F.   Tenant shall fail to discharge or effectively bond-around any lien
          placed upon the Premises in violation of Paragraph 21, hereof within
          twenty (20) days after any such lien or encumbrance is filed against
          the Premises.

     G.   Tenant shall fail to comply with any term, provision or covenant of
          this Lease (other than those listed in this Paragraph 18), and shall
          not cure such failure within twenty (20) days after written notice
          thereof to Tenant.

19.  Remedies.

     A.   Upon each 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:

          (1)  Terminate this Lease; and/or

          (2)  Enter upon and take possession of the Premises without
               terminating this Lease; and/or

          (3)  Alter all locks and other security devices at the Premises with
               or without terminating this Lease, deny access to Tenant, and
               pursue, at Landlord's option, one or more remedies pursuant to
               this Lease, Tenant hereby specifically waiving any state or
               federal law to the contrary. This provision shall control over
               any conflicting provisions of the Texas Property Code or any
               successor statute governing the right of landlords to change the
               door locks of commercial tenants.

     B.   Upon the occurrence of any event of default Tenant immediately shall
          surrender the Premises to Landlord, and if Tenant fails so to do,
          Landlord, without waiving any other remedy it may have, may enter upon
          and take possession of the Premises and expel or remove Tenant and any
          other person who may be occupying such Premises or any part thereof,
          without being liable for prosecution or any claim of damages therefor.

     C.   If Landlord repossesses the Premises with or without terminating the
          Lease, Tenant, at Landlord's option, shall be liable for and shall pay
          Landlord on demand all rental and other payments owed to Landlord
          hereunder, accrued to the date of such repossession, plus all amounts
          required to be paid by Tenant to Landlord until the date of expiration
          of the term as stated in Paragraph 1. Actions to collect amounts due
          by Tenant to Landlord under this subparagraph may be brought from time
          to time, on one or more occasions, without the necessity of Landlord's
          waiting until expiration of the Lease term. In the event of any
          damages provable by Landlord, Tenant shall be liable and responsible
          to Landlord and termination shall not relieve Tenant from such
          liability.

                                                                              12

<PAGE>

     D.   Upon an event of default, in addition to any sum provided to be paid
          herein, Tenant also shall be liable for and shall pay to Landlord (1)
          any reasonable brokerage fees incurred by Landlord in connection with
          the execution of this Lease; (2) reasonable brokers' fees incurred by
          Landlord in connection with any reletting of the whole or any part of
          the Premises; (3) the costs of removing and storing Tenant's or other
          occupant's property; (4) the costs of repairing, altering, remodeling
          or otherwise putting the Premises into condition acceptable to a new
          tenant or tenants; and (5) all reasonable expenses incurred by
          Landlord in enforcing or defending Landlord's rights and/or remedies.
          If either party hereto institutes any action or proceeding to enforce
          any provision hereof by reason of any alleged breach of any provision
          of this Lease, the prevailing party shall be entitled to receive from
          the losing party all reasonable attorney's fees and all court costs in
          connection with such proceeding.

     E.   In the event Tenant fails to make any payment due hereunder when
          payment is due, to help defray the additional cost to Landlord for
          processing of such late payments, Tenant shall pay to Landlord on
          demand a late charge in an amount equal to five percent (5%) of such
          installment; and the failure to pay such amount within ten (10) days
          after demand therefore shall be an additional event of default
          hereunder. The provision for such late charges shall be in addition to
          all of Landlord's other rights and remedies hereunder or at law and
          shall not be construed as liquidated damages or as limiting Landlord's
          remedies in any manner.

     F.   Exercise by Landlord of any one or more remedies hereunder granted or
          otherwise is available, including without limitation, the institution
          by Landlord, its agents or attorney of a forcible detainer or
          ejectment action to re-enter the Premises shall not be construed to be
          an election to terminate this Lease or relieve Tenant of its
          obligation to pay rent hereunder and shall not be deemed to be an
          acceptance of surrender of the Premises by Landlord, whether by
          agreement or by operation of law, it being understood that such
          surrender can be effected only by the written agreement of Landlord
          and Tenant. Tenant and Landlord further agree that forbearance by
          Landlord to enforce its rights pursuant to the Lease at law or in
          equity, shall not be a waiver of Landlord's right to enforce one or
          more of its rights in connection with any subsequent default.

     G.   In the event of termination and/or repossession of the Premises for an
          event of default, Landlord shall use reasonable efforts to relet the
          Premises; provided, that, Tenant shall not be entitled to credit or
          reimbursement of any proceeds in excess of the rental owed hereunder.
          Landlord may relet the whole or any portion of the Premises for any
          period, to any tenant and for any use and purpose.

     H.   If Landlord fails to commence to perform any of its obligations
          hereunder within thirty (30) days after receipt of written notice from
          Tenant specifying such failure, Tenant's exclusive remedy shall be an
          action for damages, however, if the nature of Landlord's obligation is
          such that more than thirty (30) calendar days are required for its
          performance, then Landlord shall not be deemed in default if it is
          diligently pursuing the same to completion. Unless and until Landlord
          fails to so cure said default after such notice, Tenant shall not have
          any remedy or cause of action by reason thereof. All obligations of
          Landlord hereunder will be binding upon Landlord only during the
          period of its possession of the Premises and not thereafter. The term
          "Landlord" shall mean only the owner, for the time being of the
          Premises, and in the event of the transfer by such owner of its
          interest in the Premises, such owner shall thereupon be released and
          discharged from all covenants and obligations of the Landlord
          thereafter accruing, but such covenants and obligations shall be
          binding during the Lease term upon each new owner for the duration of
          such owner's ownership. Notwithstanding any other provision hereof,
          Landlord shall not have any personal liability hereunder. In the event
          of any breach or default by Landlord in any term or provision of this
          Lease, and, as a consequence, if Tenant shall recover a money judgment
          against Landlord, such judgment

                                                                              13

<PAGE>

          shall be satisfied only out of the proceeds received at a judicial
          sale upon execution and levy against the right, title and interest of
          Landlord in the Building, and in the rents or other income from the
          Building receivable by Landlord, and neither Landlord nor Landlord's
          owners, partners or venturers shall have any personal, partnership,
          corporate or other liability hereunder.

     I.   If Landlord repossesses the Premises pursuant to the authority herein
          granted, then Landlord shall have the right to (i) keep in place and
          use or (ii) remove and store all of the furniture, fixtures and
          equipment at the Premises at Tenant's sole expense, including that
          which is owned by or leased to Tenant at all times prior to any
          foreclosure thereon by Landlord or repossession thereof by any
          Landlord thereof or third party having a lien thereon. Landlord also
          shall have the right to relinquish possession of all or any portion of
          such furniture, fixtures and equipment and other property to any
          person ("Claimant") who represents to Landlord a copy of any
          instrument represented by Claimant to have been executed by Tenant (or
          any predecessor of Tenant) granting Claimant the right under various
          circumstances to take possession of such furniture, fixtures,
          equipment or other property, without the necessity on the part of
          Landlord to inquire into the authenticity or legality of said
          instrument, Landlord may, at its sole option and without prejudice to,
          or waiver of any right it may have i) escort Tenant to the Premises to
          retrieve any personal belongings of Tenant and/or its employees, or
          ii) obtain a list from Tenant of the personal property of Tenant
          and/or its employees, and make such property available to Tenant and
          or Tenant's employees; provided, however, Tenant first shall pay in
          cash all reasonable costs and estimated expenses to be incurred in
          connection with the removal of such property and making it available.
          The rights of Landlord herein stated shall be in addition to any and
          all other rights that Landlord has or may hereafter have at law or in
          equity, and Tenant stipulates and agrees that the rights herein
          granted Landlord are commercially reasonable.

     J.   Notwithstanding anything in this Lease to the contrary, all amounts
          payable by Tenant to or on behalf of Landlord under this Lease,
          whether or not expressly denominated as rent, shall constitute rent.

     K.   This is a contract under which applicable law excuses Landlord from
          accepting performance from (or rendering performance to) any person or
          entity other than Tenant.

20.  Mortgages. Tenant accepts this Lease subject and subordinate to any
     mortgages and/or deeds of trust now or at any time hereafter constituting a
     lien or charge upon the Premises or the improvements situated thereon or
     the Building, provided, however, that if the mortgagee, trustee, or holder
     of any such mortgage or deed of trust elects to have Tenant's interest in
     this Lease superior to any such instrument, then by notice to Tenant from
     such mortgagee, trustee or holder, this Lease shall be deemed superior to
     such lien, whether this Lease was executed before or after said mortgage or
     deed of trust. Tenant agrees to attorn to any mortgagee, trustee under a
     deed of trust or purchaser at a foreclosure sale or trustee's sale as
     Landlord under this Lease. Tenant, at any time hereafter, within ten (10)
     days after demand, shall execute any instruments, releases or other
     documents that may be required by any mortgagee for the purpose of
     subjecting and subordinating this Lease to the lien of any such mortgage
     provided that mortgagee assures the right of possession of the Premises to
     Tenant under the terms of this Lease. Landlord represents that, as of the
     date hereof, there exists no mortgage or deed of trust affecting the
     Premises.

21.  Mechanic's Liens. Tenant has no authority, express or implied, to create or
     place any lien or encumbrance of any kind or nature whatsoever upon, or in
     any manner to bind the interest of Landlord or Tenant in the Premises or to
     charge the rentals payable hereunder for any claim in favor of any person
     dealing with Tenant, including those who may furnish materials or perform
     labor for any construction or repairs. Tenant covenants and agrees that it
     will pay or cause to be paid all sums legally due and payable by it on
     account of any labor performed or materials furnished in connection

                                                                              14

<PAGE>

     with any work performed on the Premises, or will duly and timely bond
     around 150% of any disputed claim and that it will save and hold Landlord
     harmless from any and all loss, cost or expense based on or arising out of
     asserted claims or liens against the leasehold estate or against the right,
     title and interest of the Landlord in the Premises or under the terms of
     this Lease. Tenant agrees to give Landlord immediate written notice of the
     placing of any lien or encumbrance against the Premises.

22.  Miscellaneous.

     A.   Words of any gender used in this Lease shall be held and construed to
          include any other gender, and words in the singular number shall be
          held to include the plural, unless the context otherwise requires. The
          captions inserted in this Lease are for convenience only and in no way
          define, limit or otherwise describe the scope or intent of this Lease,
          or any provision hereof, or in any way affect the interpretation of
          this Lease.

     B.   In the event the Premises constitute a portion of a multiple occupancy
          building, Tenant's Proportionate Share, as used in this Lease, shall
          mean a fraction, the numerator of which is the space contained in the
          Premises and the denominator of which is the entire rentable space
          contained in the Building.

     C.   The terms, provisions and covenants and conditions contained in this
          Lease shall run with the land and shall apply to, inure to the benefit
          of, and be binding upon, the parties hereto and upon their respective
          heirs, executors, personal representatives, legal representatives,
          successors and assigns, except as otherwise herein expressly provided.
          Landlord shall have the right to transfer and assign, in whole or in
          part, its rights and obligations in the Building and property that are
          the subject of this Lease. Each party agrees to furnish to the other,
          promptly upon demand, a corporate resolution, proof of due
          authorization by partners, or other appropriate documentation
          evidencing the due authorization of such party to enter this Lease.

     D.   Landlord and Tenant shall not be held responsible for delays in the
          performance of its non-monetary obligations hereunder when caused by
          material shortages, acts of God or labor disputes.

     E.   Tenant agrees, from time to time, within ten (10) days after request
          of Landlord, to deliver to Landlord, or Landlord's designee, a
          Certificate of Occupancy, financial statements and an estoppel
          certificate stating that this Lease is in full force and effect, the
          date to which rent has been paid, the unexpired term of this Lease and
          such other factual matters pertaining to this Lease as may be
          requested by Landlord. It is understood and agreed that Tenant's
          obligation to furnish such estoppel certificates in a timely fashion
          is a material inducement for Landlord's execution of this Lease. If
          Tenant fails to execute the same within such ten (10) day period,
          Landlord is hereby authorized to execute the same as attorney-in-fact
          for Tenant.

     F.   This Lease constitutes the entire understanding and agreement of the
          Landlord and Tenant with respect to the subject matter of this Lease,
          and contains all of the covenants and agreements of Landlord and
          Tenant with respect thereto. Landlord and Tenant each acknowledge that
          no representations, inducements, promises or agreements, oral or
          written, have been made by Landlord or Tenant, or anyone acting on
          behalf of Landlord or Tenant, which are not contained herein, and any
          prior agreements, promises, negotiations, or representations not
          expressly set forth in this Lease are of no force or effect. This
          Lease may not be altered, changed or amended except by an instrument
          in writing signed by both parties hereto.

     G.   All obligations of Tenant hereunder not fully performed as of the
          expiration or earlier termination of the term of this Lease shall
          survive the expiration or earlier termination of the

                                                                              15

<PAGE>

          term hereof, including without limitation, all payment obligations
          with respect to taxes and insurance and all obligations concerning the
          condition and repair of the Premises. Upon the expiration or earlier
          termination of the term hereof, and prior to Tenant vacating the
          Premises, Tenant shall pay to Landlord any amount reasonably estimated
          by Landlord as necessary to put the Premises, including without
          limitation, all heating and air conditioning systems and equipment
          therein, in good condition and repair, reasonable wear and tear
          excluded. Tenant shall also, prior to vacating the Premises, pay to
          Landlord the amount, as estimated by Landlord, of Tenant's obligation
          hereunder for real estate taxes and insurance premiums for the year in
          which the Lease expires or terminates. All such amounts shall be used
          and held by Landlord for payment of such obligations of Tenant
          hereunder, with Tenant being liable for any additional costs therefor
          upon demand by Landlord, or with any excess to be returned to Tenant
          after all such obligations have been determined and satisfied as the
          case may be. Any security deposit held by Landlord shall be credited
          against the amount due for Tenant under this Paragraph 22G.

     H.   Landlord expressly reserves the right, at Landlord's sole cost and
          expense, to remove Tenant from the Premises and to relocate Tenant in
          some other space (the "New Premises") of Landlord's choosing of
          approximately the same dimensions and size within the Building or any
          other building owned or managed by Landlord in the vicinity of the
          Building, which other space shall be improved in such a manner so that
          the New Premises shall be comparable in its interior design and
          decoration to the Premises; provided, however, that if Landlord
          exercises Landlord's election to remove and relocate Tenant in the New
          Premises, which is at that time leasing for a higher rate of Base
          Rent, then Tenant shall not be required to pay the difference between
          the Base Rent of the Premises and the higher Base Rent of the New
          Premises, provided further, that if Tenant is removed and relocated to
          the New Premises which is then leasing at a Base Rent less than the
          Base Rent of the Premises at that time, Tenant's Base Rent shall be
          reduced to the Base Rent then being charged for the New Premises.
          Nothing herein contained shall be construed to relieve Tenant, or
          imply that Tenant is relieved, of the liability for or obligation to
          pay any additional rental due by reason of any of other provisions of
          this Lease, which provisions shall be applied to the New Premises.
          Tenant agrees that Landlord's exercise of Landlord's election to
          remove and relocate Tenant shall not terminate this Lease or release
          Tenant, in whole or in part, from Tenant's obligation to pay the
          rental and perform the covenants and agreements hereunder for the full
          term of this Lease. In the event of any such relocation, this Lease
          shall continue in full force and effect with no change in the terms,
          covenants or conditions hereof other than (i) the substitution of the
          New Premises for the Premises specified in Paragraph 1, hereof, and
          (ii) the reduction of Base Rent from the amount specified in Paragraph
          2A hereof, as provided above, in the event that the New Premises is
          leasing at a Base Rent less than the Base Rent for the Premises at the
          time of such relocation. Upon request from Landlord, Tenant shall
          execute an amendment to this Lease reflecting the aforesaid changes.
          Notwithstanding the above, should Landlord elect to relocate Tenant to
          the New Premises, Landlord shall be required to fixture and finish the
          interior comparable to the Premises and Tenant shall not be required
          to move to the New Premises until the New Premises is complete, ready
          for occupancy, with fixtures and finish in place, all at Landlord's
          expense.

     I.   If any clause or provision of this Lease is illegal, invalid or
          unenforceable under present or future laws effective during the term
          of this Lease, then and in that event, it is the intention of the
          parties hereto that the remainder of this Lease shall not be affected
          thereby, and it is also the intention of the parties to this Lease
          that in lieu of each clause or provision of this Lease that is
          illegal, invalid or unenforceable, there be added, as a part of this
          Lease, a clause or provision as similar in terms to such illegal,
          invalid or unenforceable clause or provision as may be possible and be
          legal, valid and enforceable.

     J.   All references in this Lease to "the date hereof" or similar
          references shall be deemed to refer

                                                                              16

<PAGE>

          to the last date, in point of time, on which all parties hereto have
          executed this Lease.

     K.   Tenant represents and warrants that it has dealt with no broker, agent
          or other person in connection with this transaction or that no broker,
          agent or other person brought about this transaction, other than
          CAVENDER & HILL PROPERTIES, INC. and OSBORN PROPERTIES, and Tenant
          agrees to indemnify and hold Landlord harmless from and against any
          claims by any other broker, agent or other persons claiming a
          commission or other form of compensation by virtue of having dealt
          with Tenant with regard to this leasing transaction.

     L.   If and when included within the term "Landlord", as used in this
          instrument, there is more than one person, firm or corporation, all
          shall jointly arrange among themselves for their joint execution of a
          notice specifying some individual at some specific address for the
          receipt of notices and payments to Landlord. If and when included
          within the term "Tenant", as used in this instrument, there is more
          than one person, firm or corporation, all shall jointly arrange among
          themselves for their joint execution of a notice specifying some
          individual at some specific address within the continental United
          States for the receipt of notices and payments to Tenant. All parties
          included within the terms "Landlord" and "Tenant", respectively, shall
          be bound by notices given in accordance with the provisions of
          Paragraph 23, hereof to the same effect as if each had received such
          notice.

     M.   Tenant acknowledges that (1) it has inspected and accepts the Premises
          in an "As Is, Where Is" condition, (2) the buildings and improvements
          comprising the same are suitable for the purpose for which the
          Premises are leased and Landlord has made no warranty, representation,
          covenant, or agreement with respect to the merchantability or fitness
          for any particular purpose of the Premises, (3) the Premises are in
          good and satisfactory condition, (4) no representations as to the
          repair of the Premises, nor promises to alter, remodel or improve the
          Premises have been made by Landlord (unless and except as may be set
          forth in Exhibit "B" attached to this Lease, if one shall be attached,
          or as is otherwise expressly set forth in this Lease), and (5) there
          are no representations or warranties, expressed, implied or statutory,
          that extend beyond the description of the Premises.

23.  Notices. Each provision of this instrument or of any applicable
     governmental laws, ordinances, regulations and other requirements with
     reference to the sending, mailing or delivering of notice or the making of
     any payment by Landlord to Tenant or with reference to the sending, mailing
     or delivering of any notice or the making of any payment by Tenant to
     Landlord shall be deemed to be complied with when and if the following
     steps are taken:

     A.   All rent and other payments required to be made by Tenant to Landlord
          hereunder shall be payable to Landlord at the address for Landlord set
          forth below or at such other address as Landlord may specify from time
          to time by written notice delivered in accordance herewith. Tenant's
          obligation to pay rent and any other amounts to Landlord under the
          terms of this Lease shall not be deemed satisfied until such rent an
          and other amounts have been actually received by Landlord. In addition
          to Base Rent due hereunder, all sums due Landlord hereunder shall be
          deemed to be additional rental owed to Landlord.

     B.   All payments required to be made by Landlord to Tenant hereunder shall
          be payable to Tenant at the address set forth below, or at such other
          address within the continental United States as Tenant may specify
          from time to time by written notice delivered in accordance herewith.

     C.   Any written notice or document required or permitted to be delivered
          hereunder shall be deemed to be delivered upon the earlier to occur of
          (1) tender of delivery (in the case of a hand-delivered notice,
          courier or overnight delivery for which a receipt is given) or (2)
          upon

                                                                              17

<PAGE>

          receipt or refusal of U.S. Certified Mail, Return Receipt Requested,
          addressed to the parties hereto at the respective addresses set out
          below, or at such other address as they have theretofore specified by
          written notice delivered in accordance herewith.

24.  Hazardous Waste.

     A.   The term "hazardous substance(s)" as used in the Lease, is defined as
          follows:

          Any element, compound, mixture, solution, particle or substance, which
          presents danger or potential danger for damage or injury to health,
          welfare or to the environment including, but not limited to: (i) those
          substances which are inherently or potentially radioactive, explosive
          ignitable, corrosive, reactive, carcinogenic or toxic and (ii) those
          substances which have been recognized as dangerous or potentially
          dangerous to health, welfare or to the environment by any federal,
          municipal, state, county or other governmental or quasi-governmental
          authority and/or any department or agency thereof.

     B.   Tenant represents and warrants to Landlord that at all times during
          the term of this Lease and any extensions or renewals thereof, Tenant
          shall:

          (i)  obtain Landlord's prior written consent, which consent shall be
               granted or withheld in Landlord's sole discretion, to the
               manufacturing, processing, distributing, using, producing,
               treating, storing (above or below ground level), disposing of, or
               allowing to be present (the "Presence") of any hazardous
               substance in or about the Premises. In connection with each such
               consent requested by Tenant, Tenant shall submit to Landlord a
               description, including the composition, quantity and all other
               information requested by Landlord concerning the proposed
               Presence of any hazardous substance. Landlord's consent to the
               Presence of any hazardous substance may be deemed given only by
               inclusion of a description of the composition and quantity of the
               proposed hazardous substance on Exhibit "C" to this Lease. Any
               hazardous substance, which Landlord has agreed to the Presence
               thereof, shall be deemed to be an Allowed Substance for purposes
               of this Article. Landlord's consent to the Presence of any
               hazardous substance at any time during the lease term or renewal
               thereof shall not waive the requirement of obtaining Landlord's
               consent to the subsequent Presence of any other, or increased
               quantities of, hazardous substance in or about the Premises. If
               Landlord subsequently consents to the Presence of any other
               hazardous substance, or to increased quantities of any hazardous
               substance, such consent shall be deemed given only by amendment
               of Exhibit "C" to this Lease. Notwithstanding the foregoing,
               Tenant acknowledges that, unless specifically approved by
               Landlord in writing, chlorinated solvents including, but not
               limited to, Trichloroethene(TCE), 1,1,1 Trichloroethene (TCE),
               1,1 Dichloroethane (DCA), 1,2, Dichloroethane (DCA), and 1,1
               Dichlorethene (DCE), ("Chlorinated Solvents") shall be deemed not
               to be Allowed Substances, and the Presence, manufacture,
               processing, distribution, production, treatment, storage below
               ground level, or disposal of Chlorinated Solvents on the demised
               premises or the Project is strictly prohibited.

          (ii) refrain from (and prohibit others from) allowing the Presence of
               any hazardous substance in or about the Premises which is not an
               Allowed Substance;

          (iii) promptly comply at Tenant's own cost and expense, with all laws,
               orders, rules, regulations, certificates of occupancy, or other
               requirements, as the same now exist or may hereafter be enacted,
               amended or promulgated, of any federal, municipal, state, county
               or other governmental or quasi-governmental authorities and/or
               any department or agency thereof relating to the Presence of
               hazardous substances in or about the Premises which were created
               or allowed to be present by Tenant, its

                                                                              18

<PAGE>

               employees, contractors, agents or invitees, whether or not such
               substances are Allowed Substances.

          (iv) indemnify and hold Landlord, its agents and employees, harmless
               from any and all demands, claims, causes of action, penalties,
               liabilities, judgments, damages (including consequential damages)
               and expenses including, without limitation, court costs and
               reasonable attorneys fees incurred by Landlord as a result of (a)
               Tenant's failure or delay in complying, to Landlord's
               satisfaction, with the provisions of sections (B)(i) or (ii)
               above; (b) Tenant's failure or delay in properly complying with
               such law, order, rule, regulation, certificate of occupancy or
               other requirement referred to in section (B) (iii), above or (c)
               any adverse effect which results from the Presence of any
               hazardous substance in or about the Premises which were created
               or allowed to be present by Tenant, its employees, contractors,
               agents or invitees, whether or not such hazardous substance is an
               Allowed Substance. If any action or proceeding is brought against
               Landlord, its agents or employees by reason of any such claim,
               Tenant, upon notice from Landlord, will defend such claim at
               Tenant's expense with counsel reasonably satisfactory to
               Landlord. This indemnification by Tenant of Landlord shall
               survive the termination of the Lease.

          (v)  promptly disclose to Landlord by delivering, in the manner
               prescribed for delivery of notice in the Lease, a copy of any
               forms, submissions, notices, reports, or other written
               documentation (Communications) relating to the Presence of any
               hazardous substance in or about the Premises, whether or not such
               hazardous substance is an Allowed Substance, and whether such
               Communications are delivered to Tenant or are requested of Tenant
               by any federal, municipal, state, county or other government or
               quasi-governmental authority and/or any department or agency
               thereof.

          (vi) notwithstanding any other provisions of this Lease, allow
               Landlord, any authorized representative of Landlord, access and
               the right to enter and inspect the Premises for the Presence of
               any hazardous substance, whether or not such hazardous substance
               is an Allowed Substance, at any time deemed reasonable by
               Landlord, without prior notice to Tenant.

     C.   Compliance by Tenant with any provisions of this Article shall not be
          deemed a waiver of any other provision. Without limiting the
          foregoing, Landlord's consent to the Presence of any hazardous
          substance shall not relieve Tenant of its indemnity obligations under
          the terms of this Article.

25.  Waiver of Landlord's Lien. Landlord hereby waives any statutory liens and
     rights of distress with respect to the personal property (trade fixtures,
     equipment and merchandise) of Tenant from time to time located within the
     Premises ("Tenant's Property"). This Lease does not grant a contractual
     lien or any other security interest to Landlord or in favor of Landlord
     with respect to Tenant's Property. Landlord further agrees to execute and
     deliver such instruments reasonably requested by any lender of Tenant
     having a security interest in Tenant's Property ("Tenant's Lender") from
     time to time to evidence or effect the aforesaid waiver and agreements.

26.  Leasehold Improvements. Landlord, at Landlord's expense, shall construct
     one (1) sheetrock demising wall (320 I.f.) separating the Premises from the
     remainder of the building. Landlord shall be responsible for no other
     improvements or modifications to the Premises and Tenant agrees to accept
     the Premises in its current "as-is" condition. Landlord shall provide a
     Leasehold Improvement Allowance of up to Two Hundred Thirty-six Thousand
     One Hundred Sixty and No/100 Dollars ($236,160.00) to be applied toward the
     costs of Tenant's Leasehold Improvements to the Premises. Prior to
     commencement of construction, Tenant shall submit plans and specifications
     for Landlord's reasonable approval which shall be attached hereto as
     Exhibit "B". All improvements shall be

                                                                              19

<PAGE>

     constructed in a good and workmanlike manner by a general contractor
     reasonably approved by Landlord in advance and in accordance with all
     applicable statutes, laws, regulations, permits, licenses and other legal
     requirements. Landlord shall reimburse Tenant for its bona fide costs of
     Tenant's Leasehold Improvements not the exceed the Leasehold Improvement
     Allowance after all of the following events have taken place:

          A.   completion by Tenant and approval by Landlord of all of Tenant's
               Leasehold Improvements;
          B.   Receipt by Landlord from Tenant of a Certificate of Occupancy
               issued by the City of San Antonio; and
          C.   Receipt by Landlord from Tenant a release and waiver of liens by
               the general contractor, holding Landlord harmless from any
               obligation whatsoever which may be or may have been incurred by
               Tenant or Tenant's contractors or subcontractors, during the
               construction of the Leasehold Improvements.

27.  Authority. The parties executing this document represent, warrant and
     covenant that they are fully authorized and empowered to execute this Lease
     Agreement on behalf of the respective parties, and that the execution
     hereof by the parties shown below is legally binding, respectively, on the
     Landlord and Tenant named herein.

28.  Guaranty. This Lease is conditioned upon the execution by Conn Appliances,
     Inc. of that certain Continuing Lease Guaranty by Corporation attached
     hereto as Exhibit "D".

29.  Exhibits. The following Exhibits are hereby incorporated into this Lease:

     Exhibit "A"     Property Description
     Exhibit "A-1"   Floorplan
     Exhibit "B"     Office Finish-out Plans and Specifications
     Exhibit "C"     Allowed Substances
     Exhibit "D"     Continuing Lease Guaranty by Corporation

EXECUTED BY LANDLORD, this 5 day of December, 2000.

THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY

By: Cavender & Hill Properties, Inc.
Its: Managing Agent


     By: /s/ J. Mark Cavender
         --------------------------
           J. Mark Cavender

     Title: President

Address:

     The Northwestern Mutual Life Insurance Company
     c/o Cavender & Hill Properties, Inc.
     900 Isom Road
     Suite 306
     San Antonio, Texas 78216

                                                                              20

<PAGE>

EXECUTED BY TENANT, this 30 day of November 2000.

CAI, L.P.

By: Conn Appliances, Inc.
    A Texas Corporation

Its: General Partner


     By: /s/ Thomas J. Frank
         ------------------------
           Thomas J. Frank

     Its: Chief Executive Officer

 Address:

     CAI, L.P.
     Conn's Appliances
     3295 College Street, Suite A
     Beaumont, Texas 77701

                                                                              21

<PAGE>

                                    EXHIBIT A
                              PROPERTY DESCRIPTION

Approximately 15.62 acres out of Lot 31, Block 1, NCB 12191, San Antonio, Bexar
County, Texas.

                                                                              22

<PAGE>

                                   EXHIBIT A-1
                                    FLOORPLAN

                                    [GRAPHIC]

                                                                              23

<PAGE>

                                    EXHIBIT B
                                OFFICE FINISH-OUT
                            PLANS AND SPECIFICATIONS

To be attached

                                                                              24

<PAGE>

                                    EXHIBIT B
                                OFFICE FINISH-OUT
                            PLANS AND SPECIFICATIONS

                                    [GRAPHIC]

<PAGE>

                                    EXHIBIT B
                                OFFICE FINISH-OUT
                            PLANS AND SPECIFICATIONS

                                    [GRAPHIC]

<PAGE>

                                    EXHIBIT B
                                OFFICE FINISH-OUT
                            PLANS AND SPECIFICATIONS

                                    [GRAPHIC]

<PAGE>

                                   EXHIBIT C
                               ALLOWED SUBSTANCES

                                       Maximum Quantity of Allowed Substances
Composition of Allowed Substances             At any one (1) time
---------------------------------      --------------------------------------

Acetylene                              100 pounds
Freeze-It                              12 cans (16 oz. cans)
R-1 34a Freon                          180 pounds
R-22 Freon                             250 pounds
R-12 Freon                             30 pounds
WD-40                                  12 cans (16 oz. cans)
Denatured alcohol                      1 gallon
Tun-O-Wash                             12 cans (16 oz. cans)
Service Solvent (acetone)              1 gallon
Acetelyne                              100 pounds
Oxygen                                 100 pounds
Coil Master (condenser coil cleaner)   6 gallons
Soldering Flux                         1 pound
Small engine oil                       24 quarts
Silicone RTV                           48 tubes (6 oz. tubes)
Contact cement                         1 quart
Nitrogen                               125 pounds
Super-Glue                             12 tubes (10 oz. tubes)
Clorox                                 6 gallons
Pine-O-Pine                            2 gallons
Easy-Off oven cleaner                  2 gallons
Windex                                 5 gallons

Tenant warrants that only Air Conditioning Technicians will utilize any Freon or
Freon products, and that all of Tenant's Air Conditioning Technicians have been
tested and certified by the Environmental Protection Agency (E.P.A.) of the
United States of America on the proper handling, recovery and reclaiming of
C.F.C. Refrigerants. Further, any area used for handling or storage of Freon or
Freon products shall be sealed with a concrete sealer or coating acceptable to
Landlord such that the slab is impervious to Freon spills.

                                                                              25

<PAGE>

                                    EXHIBIT D
                    CONTINUING LEASE GUARANTY BY CORPORATION

C.A.I., L.P., a limited partnership organized under the laws of the State of
Texas ("Tenant") is (a) engaged in business as an affiliate of the undersigned,
or (b) engaged in selling, marketing, using or otherwise dealing in merchandise,
supplies, products, equipment or other articles supplied to it by the
undersigned, or (c) because of our inter-corporate or business relations, or by
reason of any of the foregoing, it will be in our direct interest and advantage
to assist Tenant in securing a lease. Therefore, in consideration of the making
of the Lease Agreement by and between The Northwestern Mutual Life Insurance
Company, as Landlord, and CAI, L.P., as Tenant, dated December 5, 2000, for the
premises commonly described as 4810 Eisenhauer Road, Suite 240; San Antonio,
Texas (hereinafter referred to as the "Lease") and for the purpose of inducing
Landlord to enter into and make the Lease, the undersigned hereby
unconditionally guarantees the full and prompt payment of rent and all other
sums required to be paid by Tenant under the Lease ("Guaranteed Payments") and
the full and faithful performance of all terms, conditions, covenants,
obligations and agreements contained in the Lease on the Tenant's part to be
performed ("Guaranteed Obligations") and the undersigned further promises to pay
all of Landlord's costs and expenses (including reasonable attorney's fees)
incurred in endeavoring to collect the Guaranteed Payments or to enforce the
Guaranteed Obligations or incurred in enforcing this Guaranty as well as all
damages which Landlord may suffer in consequence of any default or breach under
the Lease or this Guaranty.

1.   Landlord may at any time and from time to time, without notice to the
     undersigned, take any or all of the following actions without affecting or
     impairing the liability and obligations of the undersigned on this
     Guaranty:

     (a)  grant an extension or extensions of time of payment of any Guaranteed
          Payment or time for performance of any Guaranteed Obligation;

     (b)  grant an indulgence or indulgences in any Guaranteed Payment or in the
          performance of any Guaranteed Obligation;

     (c)  modify or amend the Lease or any term thereof, or any obligation of
          Tenant arising thereunder by agreement with Tenant;

     (d)  consent to any assignment or assignments, sublease or subleases and
          successive assignments or subleases by Tenant or the Tenant's assigns
          or subTenants or a change or different use of the leased premises;

     (e)  consent to an extension or extensions of the term of the Lease;

     (f)  accept other guarantors; and/or

     (g)  release any person primarily or secondarily liable.

     The liability of the undersigned under this Guaranty shall in no way be
     affected or impaired by any failure or delay in enforcing any Guaranteed
     Payment or Guaranteed Obligation or this Guaranty or any security therefor
     or in exercising any right or power in respect thereto, or by any
     compromise, waiver, settlement, change, subordination, modification or
     disposition of any Guaranteed Payment or Guaranteed Obligation or of any
     security therefor. In order to hold the undersigned liable hereunder, there
     shall be no obligation on the part of Landlord, at anytime, to resort for
     payment to Tenant or any other guaranty or to any security or other rights
     and remedies, and Landlord shall have the right to enforce this Guaranty
     irrespective of whether or not other proceedings or steps are pending or
     being taken seeking resort to or realization upon or from any of the
     foregoing.

2.   The undersigned waives all diligence in collection or in protection of any
     security, presentment,

                                                                              26

<PAGE>

     protest, demand, notice of dishonor or default, notice of acceptance of
     this Guaranty, notice of any extensions granted or other action taken in
     reliance hereon and all demands and notices of any kind in connection with
     this Guaranty or any Guaranteed Payment or Guaranteed Obligation.

3.   The undersigned hereby acknowledges full and complete notice and knowledge
     of all of the terms, conditions, covenants, obligations and agreements of
     the Lease.

4.   The payment by the undersigned of any amount pursuant to this Guaranty
     shall not in any way entitle the undersigned to any right, title or
     interest (whether by subrogation or otherwise) of the Tenant under the
     Lease or to any security being held for any Guaranteed Payment or
     Guaranteed Obligation.

5.   This Guaranty shall be continuing, absolute and unconditional and remain in
     full force and effect until all Guaranteed Payments are made, all
     Guaranteed Obligations are performed, and all obligations of the
     undersigned under this Guaranty are fulfilled.

6.   This Guaranty shall also bind the successors and assigns of the undersigned
     and inure to the benefit of Landlord, its successors and assigns. This
     Guaranty shall be construed according to the laws of the State of Texas, in
     which state it shall be performed by the undersigned.

7.   If this Guaranty is executed by more than one person, all singular nouns
     and verbs herein relating to the undersigned shall include the plural
     number and the obligation of the several guarantors shall be joint and
     several.

8.   The Landlord and the undersigned intend and believe that each provision of
     this Guaranty comports with all applicable law. However, if any provision
     of this Guaranty is found by a court to be invalid for any reason, the
     parties intend that the remainder of this Guaranty shall continue in full
     force and effect and the invalid provision shall be construed as if it were
     not contained herein.

IN WITNESS WHEREOF, the undersigned has caused this Guaranty to be executed by
its duly authorized officers this 30 day of November 2000, and delivered to
Landlord in Bexar County, Texas.

CONN APPLIANCES, INC.


By: /s/ Thomas J. Frank
    ------------------------
Name: Thomas J. Frank
Its: Chief Executive Officer

ATTEST:

Secretary

[Affix Corporate Seal]

                                                                              27