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                                                                   EXHIBIT 10.22


                               FOURTH AMENDMENT TO
                             OFFICE LEASE AGREEMENT


         This Fourth Amendment to Office Lease Agreement (the "Amendment") is
made and entered into this 13" day of October, 1999, by and between HASTINGS
ENTERTAINMENT, INC., a Texas corporation ("Hastings") and OMNI CAPITAL
CORPORATION, a Texas corporation ("Omni").

                                    RECITALS

         A. On the 3rd day of August, 1994, Hastings and Omni entered into that
certain Office Lease Agreement (the "Office Lease") covering the premises
located at 3601 Plains Blvd., Suite 1, Amarillo, Texas.

         B. The Office Lease was amended by (a) that certain Amendment to Office
Lease Agreement dated January 23, 1995, by and between Hastings and Omni, (b)
that certain Lease Amendment dated March 26, 1997, by and between Hastings and
Omni, and (c) that certain Third Lease Amendment dated January 29, 1998, by and
between Hastings and Omni. The Office Lease, as amended, shall hereinafter be
referred to as the "Lease".

         C. Hastings and Omni desire to amend the Lease.

                                   AGREEMENT

         For good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, Hastings and Omni agree as follows:

         1.       Effective as of the date of this Amendment, the Premises (as
                  defined in the Lease) shall be amended to include the
                  additional 11,250 square feet of space that is colored blue on
                  the attached Exhibit "A" (the "Additional Space"). Minimum
                  Rent (as defined in the Lease) shall be increased by $1,318.75
                  per month ($2.11 per square foot per annum on 7,500 square
                  feet of the Additional Space) beginning on February 1, 2000.
                  There shall be no increase in the Minimum Rent for the
                  remaining 3,700 square feet of the Additional Space until the
/s/[ILLEGIBLE]    Lease is amended in accordance with paragraph six (6)
                  of this Amendment. Any and all terms and provisions of the
                  Lease are amended wherever necessary (even though not
                  specifically addressed in this Amendment) so as to conform to
                  the amendments set forth in this paragraph.

         2.       Omni (at its sole cost and expense) agrees to (a) replace the
                  roof covering the Additional Space, (b) commence work on
                  replacing the roof on or before November 12, 1999, (c) perform
                  such work in a good and workmanlike manner, and (d) complete
                  such work on or before December 13, 1999.

         3.       Effective when that certain Lease Agreement dated May 25,
                  1993, by and between Omni and KCI Therapeutic Services, Inc.
                  expires on March 31, 2000, (a) the Premises shall be amended
                  to include the additional 5,948 square feet of space that is
                  colored green on the attached Exhibit "A" (the "KCI Space"),
                  and (b) Minimum Rent shall be increased by $1,045.86 per month
                  ($2.11 per square foot per annum on the KCI Space). Any and
                  all terms and provisions of the Lease are amended wherever
                  necessary (even though not specifically addressed in this
                  amendment) so as to conform to the amendments set forth in
                  this paragraph.

         4.       Omni agrees that the KCI Space shall be delivered to Hastings
                  on March 31, 2000, (a) in "broom clean" condition, and (b)
                  with the roof in good condition and repair and not leaking.

         5.       Contemporaneously with the Lease being amended to include the
                  KCI Space, that certain Lease Agreement dated February 14,
                  1998, by and between Hastings and Omni, covering 7,000 square
                  feet located at 3701 Plains Blvd., Space 83-F, Amarillo,


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                  Texas shall terminate, and Hastings and Omni shall have no
                  further rights or obligations under such lease, except for any
                  liabilities or obligations that were incurred or accrued prior
                  to such termination.

         6.       Effective October 1, 2000, the Lease shall be amended as
                  follows:

                  a.       The Lease shall have a new Initial Term of thirty-six
                           (36) months beginning October 1, 2000.

                  b.       Minimum Rent during the new Initial Term shall be
                           $143,159.28 per annum, payable in monthly
                           installments of $11,929.94 each.

                  c.       Hastings shall have four (4) options to extend the
                           term of the Lease for periods of three (3) years
                           each, with each extended term to begin upon the
                           expiration of the preceding initial or extended term.
                           If Hastings desires to exercise an option to extend
                           the term of the Lease, it shall do so by giving Omni
                           written notice of Hastings' election to extend the
                           term of the Lease not later than three (3) months
                           prior to the expiration of the then current initial
                           or extended term. If Hastings timely exercises an
                           option to extend the term of the Lease, the Lease
                           shall continue on the same provisions, except the
                           Minimum Rent shall be (i) $12,778.04 per month during
                           the first extended term, if exercised, (ii)
                           $14,417.70 per month during the second extended term,
                           if exercised, (iii) $16,848.92 per month during the
                           third extended term, if exercised, and (iv)
                           $18,092.80 per month during the fourth extended term,
                           if exercised. If Hastings fails to timely exercise
                           any option to extend the term of the Lease, Hastings
                           shall not have the right to exercise any succeeding
                           option to extend the term of the Lease.

         7.       If Omni desires to lease any of the space that is outlined and
                  striped in yellow on the attached Exhibit "A" to a third
                  party, Omni shall promptly give written notice to Hastings
                  with full information concerning the proposed lease, which
                  shall include the name and address of the prospective lessee,
                  the rental amount, and all other terms of the lease. Hastings
                  shall have the right, for a period of ten (10) days after
                  receipt of the notice, to elect to lease the space on the same
                  terms and conditions. If Hastings elects to lease the space,
                  Hastings and Omni shall execute a lease of such space within
                  thirty (30) days after the date Hastings elects to lease the
                  space. If Hastings elects not to lease the space, and Omni
                  does not lease the space or does not lease the space on the
                  terms and conditions contained in Omni's notice to Hastings,
                  the space shall remain subject to Hastings' preferential right
                  to lease. If Omni leases the space and the lease expires or
                  terminates, the space shall again be subject to Hastings'
                  preferential right to lease.

         8.       By that certain letter agreement dated September 30, 1999,
                  Hastings waived its right of first refusal to lease space nos.
                  16, 19-23 and 24-26 in the Building (as defined in the Lease)
                  that contain 22,880 square feet of space (the "Space"). Omni
                  has leased the Space to A La Galleria for a three (3) year
                  term expiring on September 21, 2002 (the "Expiration Date").
                  Omni will provide Hastings with an executed copy of the three
                  (3) year lease covering the Space. On the Expiration Date,
                  Hastings shall have the right to lease the Space, provided
                  Hastings gives Omni written notice of its intent to lease the
                  Space at least one hundred twenty (120) days prior to the
                  Expiration Date. If Hastings timely gives Omni written notice
                  of its intent to lease the Space, on the Expiration Date the
                  Premises (as defined in the Lease) shall be amended to include
                  the Space, and the Minimum Rent (as defined in the Lease)
                  shall be increased proportionately based on the addition of
                  the Space. If Hastings does not timely give Omni written
                  notice of its intent to the lease the Space, Omni shall have
                  the right to lease the Space to another party.

         9.       Except as modified by this Amendment, the Lease shall remain
                  in full force and effect, enforceable in accordance with its
                  terms.


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         10.      This Amendment shall be governed by and construed and
                  enforced in accordance with the laws of the State of Texas.

         11.      This Amendment shall be binding upon and shall inure to the
                  benefit of the parties to this Amendment and their respective
                  successors and assigns.

                                              OMNI CAPITAL CORPORATION

                                              By: /s/ C.W. CROUCH
                                                 -----------------------------
                                                 C.W. Crouch, President

                                              HASTINGS ENTERTAINMENT, INC.

                                              By: /s/ JOHN H. MARMADUKE
                                                 -----------------------------
                                                 John H. Marmaduke, President

THE STATE OF TEXAS         )
                           )
COUNTY OF POTTER           )

         This instrument was acknowledged before me on October 14, 1999, by
C.W. Crouch, President of Omni Capital Corporation, a Texas corporation, on
behalf of said corporation.

[SEAL]
                                                 /s/ AMELIA H. DAVIS
                                                 -----------------------------
                                                 Notary Public, State of Texas


THE STATE OF TEXAS         )
                           )
COUNTY OF POTTER           )

         This instrument was acknowledged before me on October 22, 1999, by
John H. Marmaduke, President of Hastings Entertainment, Inc., a Texas
corporation, on behalf of said corporation.

[SEAL]
                                                 /s/ JUSTIN G. FRANCIS
                                                 -----------------------------
                                                 Notary Public, State of Texas





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