<PAGE>

                                          
                            GRANITE TOWER AT THE CENTRE
                                          
                                          
                                    OFFICE LEASE
                                          
                                      BETWEEN
                                          
                                GRANITE TOWER, LTD.
                                     Landlord,
                                          
                                        And
                                          
                              CARREKER-ANTINORI, INC. 
                                       Tenant
                                          
                                          
                                          
                                          
                                          
                                          
                                          

<PAGE>


                                 TABLE OF CONTENTS

<TABLE>

<S>         <C>                                                         <C>
Article  1  General Provisions. . . . . . . . . . . . . . . . . . . . . .1
  1.01.     Introduction Provisions and Definitions . . . . . . . . . . .1

Article  2  Premises. . . . . . . . . . . . . . . . . . . . . . . . . . .2
  2.01.     Premises. . . . . . . . . . . . . . . . . . . . . . . . . . .2
  2.02.     Improvements by Landlord. . . . . . . . . . . . . . . . . . .2
  2.03.     Condition . . . . . . . . . . . . . . . . . . . . . . . . . .2

Article  3  Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
  3.01.     Term. . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
  3.02.     Commencement. . . . . . . . . . . . . . . . . . . . . . . . .3
  3.03.     Late Possession . . . . . . . . . . . . . . . . . . . . . . .3
  3.04.     Early Possession  . . . . . . . . . . . . . . . . . . . . . .3
  3.05.     Acceptance of Premises. . . . . . . . . . . . . . . . . . . .3

Article  4  Rental. . . . . . . . . . . . . . . . . . . . . . . . . . . .3
  4.01.     Base Rent . . . . . . . . . . . . . . . . . . . . . . . . . .3
  4.02.     Payment of Rent . . . . . . . . . . . . . . . . . . . . . . .3
  4.03.     Security Deposit  . . . . . . . . . . . . . . . . . . . . . .4

Article  5  Operating Expense . . . . . . . . . . . . . . . . . . . . . .4
  5.01.     Operating Expense Reimbursement   . . . . . . . . . . . . . .4
  5.02A.    Operating Expenses. . . . . . . . . . . . . . . . . . . . . .5
  5.02B.    Tenant's Electricity Charge . . . . . . . . . . . . . . . . .5
  5.03.     Proration and Adjustment of Operating Expenses. . . . . . . .6
 
Article  6  Use . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
  6.01.     Use . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6

Article  7  Landlord's Services . . . . . . . . . . . . . . . . . . . . .6
  7.01.     Landlord's Services . . . . . . . . . . . . . . . . . . . . .6
  7.02.     Additional Services . . . . . . . . . . . . . . . . . . . . .7
  7.03.     Interruption of Services. . . . . . . . . . . . . . . . . . .7
  7.04.     Keys and Locks. . . . . . . . . . . . . . . . . . . . . . . .8
  7.05.     Signs . . . . . . . . . . . . . . . . . . . . . . . . . . . .8

Article  8  Alterations and Repairs . . . . . . . . . . . . . . . . . . .8
  8.01.     Alterations . . . . . . . . . . . . . . . . . . . . . . . . .8
  8.02.     Removal of Trade Fixtures and Personal Property . . . . . . .9
  8.03.     Repairs by Landlord . . . . . . . . . . . . . . . . . . . . .9
  8.04.     Repairs by Tenant . . . . . . . . . . . . . . . . . . . . . .9
 
Article  9  Insurance . . . . . . . . . . . . . . . . . . . . . . . . . .9
  9.01.     Landlord's Insurance. . . . . . . . . . . . . . . . . . . . .9
  9.02.     Tenant's Insurance. . . . . . . . . . . . . . . . . . . . . 10
  9.03.     Waiver of Subrogation . . . . . . . . . . . . . . . . . . . 11
  9.04.     Indemnity . . . . . . . . . . . . . . . . . . . . . . . . . 11

Article 10  Casualty. . . . . . . . . . . . . . . . . . . . . . . . . . 11
  10.01.    Casualty. . . . . . . . . . . . . . . . . . . . . . . . . . 11
  10.02.    End of Term Casualty. . . . . . . . . . . . . . . . . . . . 12

Article 11  Condemnation. . . . . . . . . . . . . . . . . . . . . . . . 12
  11.01.    Condemnation. . . . . . . . . . . . . . . . . . . . . . . . 12
  11.02.    Condemnation Award. . . . . . . . . . . . . . . . . . . . . 12

Article 12  Access. . . . . . . . . . . . . . . . . . . . . . . . . . . 12
  12.01.    Access. . . . . . . . . . . . . . . . . . . . . . . . . . . 12

Article 13  Subordinations and Attornment . . . . . . . . . . . . . . . 12
  13.01.    Subordination . . . . . . . . . . . . . . . . . . . . . . . 12
  13.02.    Attornment. . . . . . . . . . . . . . . . . . . . . . . . . 12
  13.03.    Quiet Enjoyment . . . . . . . . . . . . . . . . . . . . . . 13

Article 14  Assignment. . . . . . . . . . . . . . . . . . . . . . . . . 13
  14.01.    Assignment. . . . . . . . . . . . . . . . . . . . . . . . . 13
  14.02.    Consent . . . . . . . . . . . . . . . . . . . . . . . . . . 13
  14.03.    Transfer by Landlord. . . . . . . . . . . . . . . . . . . . 13


                                   ii

<PAGE>


Article 15  Default . . . . . . . . . . . . . . . . . . . . . . . . . . 14
  15.01.    Default by Tenant . . . . . . . . . . . . . . . . . . . . . 14
  15.02.    Rights Upon Default by Tenant . . . . . . . . . . . . . . . 14
  15.03.    Expense of Repossession . . . . . . . . . . . . . . . . . . 16
  15.04.    Cumulative Remedies: Waiver or Release. . . . . . . . . . . 16
  15.05.    Attorney's Fees . . . . . . . . . . . . . . . . . . . . . . 16
  15.06.    Financial Statements. . . . . . . . . . . . . . . . . . . . 16
  15.07.    Landlord's Contractual Security Interest. . . . . . . . . . 16
  15.08.    Use and Storage of Personal Property. . . . . . . . . . . . 16
  15.09.    Default by Landlord . . . . . . . . . . . . . . . . . . . . 16

Article 16  Environmental . . . . . . . . . . . . . . . . . . . . . . . 17
  16.01.    Hazardous Waste . . . . . . . . . . . . . . . . . . . . . . 17

Article 17  Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . 17
  17.01.    Substitute Premises . . . . . . . . . . . . . . . . . . . . 17
  17.02.    Estoppel Letters. . . . . . . . . . . . . . . . . . . . . . 17
  17.03.    Holdover. . . . . . . . . . . . . . . . . . . . . . . . . . 17
  17.04.    Surrender . . . . . . . . . . . . . . . . . . . . . . . . . 17
  17.05.    Notice. . . . . . . . . . . . . . . . . . . . . . . . . . . 17
  17.06.    Rules and Regulations . . . . . . . . . . . . . . . . . . . 18
  17.07.    Landlord's Liability. . . . . . . . . . . . . . . . . . . . 18
  17.08.    Texas DTPA Waiver . . . . . . . . . . . . . . . . . . . . . 18
  17.09     Americans with Disabilities Act . . . . . . . . . . . . . . 18
  17.10.    Inability to Perform. . . . . . . . . . . . . . . . . . . . 18
  17.11.    Tenant Authorization. . . . . . . . . . . . . . . . . . . . 18
  17.12.    Broker. . . . . . . . . . . . . . . . . . . . . . . . . . . 19
  17.13.    Memorandum of Lease . . . . . . . . . . . . . . . . . . . . 19
  17.14.    Parking . . . . . . . . . . . . . . . . . . . . . . . . . . 19
  17.15.    Other Taxes . . . . . . . . . . . . . . . . . . . . . . . . 19
  17.16.    Joint and Several Liability . . . . . . . . . . . . . . . . 19
  17.17.    Acceptance by Landlord. . . . . . . . . . . . . . . . . . . 19
  17.18.    Time of Essence . . . . . . . . . . . . . . . . . . . . . . 19
  17.19.    Entire Agreement. . . . . . . . . . . . . . . . . . . . . . 19
  17.20.    Amendment . . . . . . . . . . . . . . . . . . . . . . . . . 19
  17.21.    Severability. . . . . . . . . . . . . . . . . . . . . . . . 19
  17.22.    Successors. . . . . . . . . . . . . . . . . . . . . . . . . 21
  17.23.    Captions. . . . . . . . . . . . . . . . . . . . . . . . . . 20
  17.24.    Number and Gender . . . . . . . . . . . . . . . . . . . . . 20
  17.25.    Governing Law . . . . . . . . . . . . . . . . . . . . . . . 20
  17.26.    Rights Reserved to Landlord . . . . . . . . . . . . . . . . 20
  17.27.    Visible Areas Clause. . . . . . . . . . . . . . . . . . . . 21
  17.28.    No Presumption Against Drafter. . . . . . . . . . . . . . . 21
  17.29     Examination of Lease. . . . . . . . . . . . . . . . . . . . 21
  17.30     Defined Terms and Marginal Headings . . . . . . . . . . . . 21
  17.31     No Representations. . . . . . . . . . . . . . . . . . . . . 21
  17.32     No Light, Air or View Easement. . . . . . . . . . . . . . . 21
  17.33     Survival of Indemnities . . . . . . . . . . . . . . . . . . 21

                                  EXHIBITS

Exhibit "A" - Floor Plan. . . . . . . . . . . . . . . . . . . . . . . . 22

Exhibit "B" - Legal Description . . . . . . . . . . . . . . . . . . . . 24

Exhibit "C" - Rules and Regulations . . . . . . . . . . . . . . . . . . 25

Exhibit "D" - Work Letter . . . . . . . . . . . . . . . . . . . . . . . 28

Exhibit "D-1" - Building Shell Improvements . . . . . . . . . . . . . . 32

Exhibit "E" - Acceptance of Premises Memorandum . . . . . . . . . . . . 33

Exhibit "F" - Parking Garage. . . . . . . . . . . . . . . . . . . . . . 34

Exhibit "G" - Operating Expense Exclusions. . . . . . . . . . . . . . . 35

Exhibit "H" - Use By Tenant . . . . . . . . . . . . . . . . . . . . . . 36

Exhibit "I" - Cleaning Specifications . . . . . . . . . . . . . . . . . 37

Exhibit "J" - Commission Agreement. . . . . . . . . . . . . . . . . . . 40

Exhibit "K" - Signage Location. . . . . . . . . . . . . . . . . . . . . 43

Rider 1 - Renewal Option. . . . . . . . . . . . . . . . . . . . . . . . 44

Rider 2 - Cap on Certain Operating Expenses . . . . . . . . . . . . . . 45

Rider 3- Signage. . . . . . . . . . . . . . . . . . . . . . . . . . . . 46

Rider 4 - Right of First Refusal and Expansion Option . . . . . . . . . 47

Schedule A - Right of First Refusal Space . . . . . . . . . . . . . . . 49

</TABLE>


                                  iii

<PAGE>


                                         LEASE



     THIS LEASE ("Lease") is entered into as of the _________________________
day of _____________________________________ , 1999, by and between  GRANITE
TOWER, LTD.    ("Landlord"), and CARREKER-ANTINORI, INC. ("Tenant").

                                 W I T N E S S E T H:

                                      ARTICLE 1
                                      =========

     1.01.  INTRODUCTORY PROVISIONS AND DEFINITIONS.  The Lease provisions and
definitions set forth in this Section 1.01 in summary form are solely to
facilitate convenient reference by the parties.  If there is any conflict
between this Section and any other provisions of this Lease, the latter shall
control.

     (a) Addresses for notices
          due under this Lease
          (See Article 17)

          Landlord's Name 
          and Address:             Granite Tower, Ltd.
                                   ----------------------------------------
                                   4099 McEwen Road, Suite 370
                                   ----------------------------------------
                                   Dallas, Texas 75244
                                   ----------------------------------------
                                   Fax: (972) 386-6811
                                   ----------------------------------------
                                   Attn:   Property Manager
                                   ----------------------------------------

                                   Prior To Commencement Date:

        Tenant's Name and          Carreker-Antinori, Inc.
         Address:                  ----------------------------------------
                                   4055 Valley View Lane, Suite 900 & 1000
                                   ----------------------------------------
                                   Dallas, Texas 75244
                                   ----------------------------------------
                                   Fax:  (972) 701-0758
                                   ----------------------------------------
                                   Attn: Jim Dow

        With Notices To:
                                   Carreker-Antinori, Inc.
                                   ----------------------------------------
                                   4055 Valley View Lane, Suite 900 & 1000
                                   ----------------------------------------
                                   Dallas, Texas 75244
                                   ----------------------------------------
                                   Attn:
                                   ----------------------------------------

     (b) Building:                 Granite Tower at The Centre
                                   ----------------------------------------
                                   4055 Valley View Lane
                                   ----------------------------------------
                                   Dallas,  Texas  75244
                                   ----------------------------------------
                                   containing approximately 240,153 square
                                   feet of total rentable area.  Rentable 
                                   area shall be measured in accordance with
                                   1996 BOMA National Standards ANSI Z265.
     
     (c) Premises:                 Approximately 47,720 square feet of
                                   rentable area on the NINTH AND TENTH floors
                                   of the Building, designated as Suite No.  900
                                   & 1000 RESPECTIVELY (See Exhibit "A")

                    Surface Parking             Garage Parking

     (d) Parking:   31 Unreserved spaces        149 Unreserved spaces @ $ 0.00
                    @ $  0.00 per month each    per month each


                                                11 Reserved spaces @ $ 0.00 
                                                per month each (See Exhibit "F")

                    Landlord agrees to substitute the thirty-one (31) surface
                    parking spaces with thirty-one (31) garage parking spaces on
                    a month to month basis.  If, in Landlord's opinion, it
                    becomes necessary, Landlord may, with thirty (30) days prior
                    written notice to Tenant, take back the thirty-one (31)
                    substitute garage parking spaces and replace with thirty-one
                    (31) surface parking spaces.


                                       1

<PAGE>

     (e) Permitted Use:            General Office Use and the permitted
                                   ancillary uses described on Exhibit "H"
                                   attached hereto (per Article 6 herein)

     (f) Primary Term:             ELEVEN (11) years and ZERO (0) months
                                   -----------           --------
                                   (See Article 3)

     (g) Commencement Date:        June 1, 1999 (See Article 3) 
                                   ------------
     (h) Expiration Date:          May 31, 2010 (See Article 3)
                                   ------------
     (i) Tenant's Pro Rata
         Share:                    19.87% (See Article 5)
                                   ------
     (j) Base Rent:

<TABLE>

                                       Rate per Square      Base                Base
     Rental                            Foot of              Annual              Monthly
     Period                            Rentable Area        Rent                Rent
     ------                            -------------        ----                ----
     <S>                               <C>                  <C>                 <C>
     June 1, 1999 - May 31, 2000            $12.00          $   572,640.00      $47,720.00
     June 1, 2000 - May 31, 2004            $22.00          $1,049,840.04       $87,486.67
     June 1, 2004 - May 31, 2010            $23.00          $1,097,559.96       $91,463.33

</TABLE>

     
     (k) Base Operating
         Expense:                  Operating Expenses per square foot of
                                   rentable area for the calendar year 2000
                                   (excluding electricity). (See Article 5.)

     (l) Security Deposit:         N/A (See Article 4) 

     (m) Guarantor:                N/A (See "Rider No. " )

     (n) Tenant's Broker:          The Amend Group  (such broker is
                                   ---------------
                                   represented by
                                   John Amend and Greg Biggs )
                                   -------------------------
     (o) Address for Payment of Base Rent:
     (See Article 4)               Granite Tower,  Ltd.
                                   --------------------------------
                                   P.O. Box 911597
                                   --------------------------------
                                   Dallas, Texas 75391-1597
                                   --------------------------------


                                      ARTICLE 2
                                  = = = = = = = = ==
 
     2.01.  PREMISES.  In consideration of the obligation of Tenant to pay Rent
as herein provided and in consideration of the other terms, covenants and
conditions hereof, Landlord hereby does lease, let and demise unto Tenant, and
Tenant hereby does lease and rent from Landlord, upon and subject to the
provisions of this Lease, rentable area which is hereby stipulated and for all
purposes hereof agreed to be as stated in 1.01(c) above and as reflected on  the
floor plan(s) attached hereto as Exhibit "A" and incorporated herein for all
purposes (such space so leased to Tenant is herein called the "Premises")
located in the Building as set forth in Article 1.01(b) and situated on the
tract of "Land" herein so called in Exhibit "B" attached  hereto and
incorporated herein for all purposes (the  Building, the Land, and the parking
area and garage being hereinafter collectively referred to as the "Project"), TO
HAVE AND TO HOLD said Premises for the Term, subject to the provisions of this
Lease.
     
     2.02.  IMPROVEMENTS BY LANDLORD. Landlord shall deliver the Premises to
Tenant in "Shell Condition" (as such term is defined in Exhibit "D" attached
hereto. All installations now or hereafter placed on the Premises in excess of
Building Standard items as determined by Landlord and as set forth in Exhibit
"D" shall be for Tenant's account and at Tenant's cost (and Tenant shall pay ad
valorem taxes and increased insurance thereon), which costs shall be payable by
Tenant to Landlord as additional rent hereunder promptly upon being invoiced
therefor, and failure by Tenant to pay same in full within fifteen (15) days
shall constitute an event of default by Tenant  hereunder giving rise to all
remedies available to Landlord under this Lease and at law for non-payment of
rent.
     
     2.03.  CONDITION  OF PREMISES.  Tenant has inspected the Premises and the
common areas of the Building and 


                                       2

<PAGE>

the parking facilities, is familiar with their condition and accepts same in
their present "AS IS" condition. Tenant acknowledges that Landlord is not
obligated to do any further construction or make any additional improvements,
except as provided in Section 2.02 and Exhibit "D" hereof. The taking of
possession of the Premises by Tenant shall be deemed to conclusively establish
that the Premises have been accepted and are in good and satisfactory condition,
except for minor "punch list" items agreed to in writing by Landlord and Tenant,
which Tenant will promptly remedy. Tenant hereby waives any and all warranties,
express or implied, as to the Premises, including, without limitation, the
implied warranty of suitability of the Premises for Tenant's intended use.


                                      ARTICLE 3
                                 = = = = = = = = = =

     3.01.  TERM.  Subject to the other provisions hereof, this Lease shall be
and continue in full force and effect for the Primary Term as set forth in
Section 1.01(f) and commencing on the  Commencement Date set forth in Section
1.01(g) and expiring on the Expiration Date set forth in Section 1.01(h).  Such
term, as it may be extended or modified only by written agreement of the parties
or pursuant to an express provision of this Lease, is herein called the " Term".
     
     3.02.  COMMENCEMENT. The Commencement Date shall be June 1, 1999

     3.03.  LATE  POSSESSION.  No delay in the completion of the Premises
resulting from delay or failure on the part of Tenant, Tenant's agents, or
contractors in furnishing information, work or other matters required in Exhibit
"D" shall delay the Commencement Date, the Expiration Date or the commencement
of installments of Rent.
     
     3.04.  EARLY POSSESSION.  If prior June 1, 1999, Tenant shall occupy all or
any part of the Premises, and commence operation of business, such occupancy
shall be subject to all of the provisions of this Lease, and the Term and the
payment of all Rent shall commence, with respect to all or such part of the
Premises as are so occupied by Tenant, on the date of such entry, and the total
amount of all Rent due hereunder shall be increased accordingly, provided that
no such early entry shall operate to change the Expiration Date provided for
herein.

     3.05.  ACCEPTANCE OF PREMISES MEMORANDUM. Upon Substantial Completion (as
defined in Exhibit "D") of Tenant's Improvements, Landlord and Tenant shall
execute the Acceptance of Premises Memorandum, a form of which is attached
hereto as Exhibit "E" and incorporated herein for all purposes.  If Tenant
occupies the Premises without executing an Acceptance of Premises Memorandum,
Tenant shall be deemed to have accepted the Premises for all purposes and
Substantial Completion shall be deemed to have occurred on the earlier to occur
of (i) actual occupancy or (ii) the Commencement Date. 




                                      ARTICLE 4
                                      =========
     
     4.01.  BASE RENT.  Tenant, in consideration for this Lease and the leasing
of the Premises for the Term, agrees to pay to Landlord as Base Rent  in such
amounts as set forth in Section 1.01(j) (subject to adjustments as provided for
herein).  Base Rent is payable in advance, and without demand, on the first day
of each calendar month during the Term.  If the Commencement Date is other than
the first day of a month, Tenant shall be required to pay only a pro rata
portion of the monthly installment of Base Rent for such partial month. 
     
     4.02.  PAYMENT OF  RENT.  As used in this Lease, "Rent" shall mean the Base
Rent,  the Operating Expense reimbursements pursuant to Section 5.01, Tenant's
Electricity Charge pursuant to Section 5.02B, the Parking Rent pursuant to
Section 17.14 hereof, and all other monetary obligations provided for in this
Lease to be paid by Tenant, all of which shall constitute rental in
consideration for this Lease and the leasing of the Premises. Without invoice or
other notice from Landlord, Tenant shall send Base Rent and other sums due
hereunder in legal tender of the United States of America to Landlord at the
address set forth in Section 1.01(o) or to such other person or at such other
address as Landlord may from time to time designate in writing. The Rent shall
be paid without notice, demand, abatement, deduction, or offset except as may be
expressly set forth in this Lease. Upon execution of this Lease, Tenant shall
pay to Landlord an amount equal to one months rent as described in
Section1.01(l) and any such amount shall be applied to this first month's Rent
due hereunder.
     
     Landlord shall, at its option, have the right to collect from Tenant, five
cents ($.05) for each dollar ($1.00) of each installment of Rent which is not
received within five (5) business days of its due date after Landlord's written
notice to Tenant  for any reason whatsoever and Tenant agrees to pay such amount
immediately on demand as liquidated damages to cover the additional costs of
collecting and processing such late payments.  Tenant acknowledges that the late
payment by Tenant to Landlord of Rent due hereunder will cause Landlord to incur
costs not contemplated by this Lease, the exact amount of which will be
extremely difficult to ascertain.  Such costs include, but  are not limited to,
processing and accounting charges, and such late charges represent a fair and
reasonable estimate of the cost that Landlord will incur by reason of the late
payment by Tenant.  If such failure to pay Rent continues beyond a five (5) day
period, any and all due and unpaid Rent shall bear interest at the lesser of (i)
eighteen percent (18%) per annum, or (ii) the maximum non-usurious rate allowed
by applicable law (the  "Default Interest Rate"), from  the date such Rent
became due until the date such Rent is received by Landlord.  Such interest
shall be immediately due and payable as additional Rent hereunder.  The
collection of such late charge and/or such interest by Landlord shall be in
addition to and cumulative of any and all other remedies available to 


                                       3

<PAGE>


Landlord.

     It is the intention of Landlord and Tenant to conform to all applicable
laws concerning the contracting for, charging and receiving of interest.  In the
event that any payments of interest required under this Lease are ever found to
exceed any applicable limits, Landlord  shall credit the amount of any such
excess paid by Tenant against any amount  owing under this Lease or if all
amounts owing under this Lease have been paid, Landlord shall refund to Tenant
the amount of such excess paid by Tenant.  Landlord and Tenant agree that
Landlord shall not be subject to any applicable penalties in connection with any
such excess interest, it being agreed that any such excess interest contracted
for, charged or received pursuant to this Lease shall be deemed a result of a
bona fide error and a mistake.  The obligation of Tenant to pay  Rent is an
independent covenant, and no act or circumstance, whether constituting a breach
of covenant by Landlord or  not, shall release or modify Tenant's obligation to
pay Rent.

     4.03. SECURITY DEPOSIT.  Not required.


                                      ARTICLE 5
                                      =========
     
     5.01.  OPERATING EXPENSE REIMBURSEMENT.  The Base Rent payable under
Section 4.01 of this Lease includes an annual allocation for operating expenses
equal to the Operating Expense (defined in Section 5.02A hereof) per square foot
of rentable area  of the Premises for calendar year set forth in Section1.01(k) 
(the "Base Operating Expense"). In the event that Tenant's Pro Rata share of
Operating Expenses (defined in Section 5.02A hereof) of the Building during any
calendar year of the Term shall exceed the Base Operating Expense, Tenant shall
pay to Landlord its proportionate share of the increase in such Operating
Expenses over the Base Operating Expense.  On or before the first day of each
calendar year during the Term (or as soon thereafter as is reasonably possible),
Landlord shall provide to Tenant the Estimated Operating Expense Increase for
the upcoming year.  In addition to the Base Rent, Tenant shall pay in advance on
the first day of each calendar month during the Term, installments equal to
1/12th of Tenant's Pro Rata Share (as set forth in Section 1.01 (i) of the
Estimated Operating Expense Increase, except that the first such monthly
installment is due upon the Commencement Date.


     As soon as possible after the end of each calendar year during the Term,
Landlord shall furnish to Tenant a statement of the Actual Operating Expense
Increase  (hereinafter defined) for the immediately preceding calendar year,
which statement shall specify the various types of Operating Expenses and set
forth Landlord's calculations of Tenant's Pro Rata Share of the Actual Operating
Expense Increase.  If Tenant's Pro Rata Share of the Estimated Operating Expense
Increase paid to Landlord during the previous calendar year exceeds Tenant's Pro
Rata Share of the Actual Operating Expense Increase, then Landlord shall, at
Tenant's option, either refund the difference to Tenant at the time Landlord
furnishes the statement of the Actual Operating Expense Increase or credit the
amount overpaid by Tenant to Tenant's Pro Rata Share of the  Estimated Operating
Expense Increase for the next calendar year.  If Tenant's Pro Rata Share of
Estimated Operating Expense Increase paid to Landlord during the previous
calendar year is less than Tenant's Pro Rata Share of the Actual Operating
Expense Increase, then Tenant shall pay to Landlord the amount of such
underpayment. Unless Tenant takes written exception to any item within thirty
(30) days after the furnishing of an annual statement, such statement shall be
considered final and accepted by Tenant. Any amount due Landlord as shown on any
such statement shall be paid by Tenant within thirty (30) days after it is
furnished to Tenant.

     The "Estimated Operating Expense Increase" shall equal Landlord's estimate
of Tenant's Pro Rata share of Operating Expenses for the applicable calendar
year, less the Base Operating Expense.  Landlord's statement of the Estimated
Operating Expense Increase shall control for the year specified in such
statement and for each succeeding year during the Term until Landlord provides a
new statement of the Estimated  Operating Expense Increase.  The "Actual
Operating  Expense Increase" shall equal Tenant's Pro Rata share of the actual
Operating Expenses for the applicable calendar year, less the Base Operating
Expense. If Operating Expenses change  during a calendar year or if the number
of square feet of rentable area in the Premises changes, Landlord may revise the
estimated Additional Rent during such year by giving Tenant written notice to
that effect and thereafter Tenant shall pay to Landlord, in each of the
remaining months of such year, an amount commensurate with the change in the
estimated Additional Rent divided by the number of months remaining in such
year.

     Tenant shall have the right to perform an annual audit at Tenant's expense
on Landlord's books and records to the extent necessary to verify Landlord's
calculation of the Base Operating Expense and/or the Actual Operating Expense
Increase for the prior calendar year, provided that such audit shall be
conducted by an unrelated, third party Certified Public Accountant and further
provided that the auditor's report reflecting the results of such audit shall be
promptly delivered to Landlord.  Any such audit shall be conducted, if at all,
(i) within ninety (90) days after the receipt of the annual statement of the
Base Operating Expense or the Actual Operating Expense Increase (as applicable)
from Landlord, (ii) during Landlord's normal business hours, (iii) at the place
in Dallas, Texas where Landlord maintains it records and (iv) only after
Landlord has received thirty (30) days prior written notice.  If the audit
report reflects an overcharge in the Actual Operating Expense Increase of more
than four percent (4%) in the aggregate for such audited calendar year, then
Landlord shall reimburse Tenant for all reasonable costs incurred by Tenant due
to such audit.  If the audit report reflects that the Actual Operating Expense
Increase was overcharged or undercharged in the audited calendar year, Tenant
shall, within twenty (20) days after receipt of such report, pay to Landlord the
amount of any underpayment or, if applicable, Landlord shall pay to Tenant the
amount of any overpayment. 


                                  4

<PAGE>


     5.02A.  OPERATING EXPENSES.  The term "Operating Expenses" shall mean and
include all those amounts, expenses, and costs of whatsoever nature (other than
electricity) that Landlord incurs, pays or becomes obligated to pay because of
or in connection with the ownership, operation, management, repair, or
maintenance of the Project and Landlord's personal property used in connection
therewith.  Operating Expenses shall be determined on an accrual basis in
accordance with generally accepted accounting principles consistently applied
and shall include, without limitation, the following:

     (a) Wages, salaries, fees, related taxes, insurance, benefits, and
reimbursable expenses of all personnel engaged in operating, repairing, and
maintaining the Project and providing traffic control about the Project;
provided, however, that if during the Term such personnel are also working on
other projects being operated by Landlord, their wages, salaries, fees and
related expenses shall be allocated by Landlord in good faith among all of such
projects and only that portion of such expenses allocable to the Project shall
be included as an "Operating Expense."

     (b) Cost of all labor, supplies, tools, equipment and materials used in
operating, repairing, and maintaining the Project.
     
     (c) Cost of all utilities (except for electricity) for the Project,
including, without limitation, water, gas and fuel oil. 

     (d) Cost of all maintenance, security, window cleaning, elevator
maintenance, landscaping, repair, janitorial, and other similar service
agreements for the Project and the equipment and other personal property of
Landlord therein and thereon used in connection with the operation, management,
repair or maintenance of the Project.
     
     (e) Cost of all insurance relating to the Project and its occupancy or
operations, including but not limited to (i) the cost of casualty and liability
insurance applicable to the Project or Landlord's personal property used in
connection with the operation of the Project, (ii) the cost of business
interruption insurance in such amounts as will reimburse Landlord for all losses
of earnings and other income attributable to the ownership and operation of  the
Project, and (iii) the cost of insurance against such perils and occurrences as
are commonly insured against by prudent landlords.
     
     (f) All taxes, assessments, and governmental charges and fees of whatsoever
nature, whether now existing or subsequently created, attributable to the
Project or its occupancy or operation, excluding only franchise and income taxes
of Landlord (but not excluding such taxes if imposed in the future wholly or
partially in lieu of present real estate, ad valorem, or similar taxes), and
including all such taxes whether assessed to or paid by Landlord or third
parties, but excluding such taxes to the extent, if any, that Tenant, any other
tenant of the Project, or any other party specifically reimburses Landlord
therefor (other than through the payment of Operating Expense reimbursements).
Tenant hereby agrees not to protest any valuation of  the Property pursuant to
Section 41.413 of the Texas Property Tax Code, unless Tenant notifies Landlord
in writing of Tenant's intent to so protest and Landlord fails to protest the
valuation within fifteen (15) days after receipt of Tenant's written notice. 
Furthermore, Tenant hereby releases Landlord of its obligations to provide
Tenant a copy of any notice of the reappraisal of the Property pursuant to
Section 41.413 of the Texas Property Tax Code.

     (g) Costs of repairs to and maintenance of the Project undertaken by
Landlord in its sole discretion on or of the Project, excluding any such costs
as are paid by the proceeds of insurance, by Tenant, or by other third parties,
and excluding any alterations of space occupied by other tenants of the
Building.

     (h) A reasonable management fee for management services rendered in
connection with the Project which shall not exceed four percent (4%) of the
gross revenues received by Landlord from the operation of the Project. 
     
     (i) The cost of capital investment items which are installed primarily to
reduce Operating Expenses for the benefit of all of the Project's tenants (but
not in excess of Landlord's good faith estimate of the aggregate cost savings to
be realized as a result of such capital investment items) and the cost of
capital investment items that are required under any law, statute or regulation
that is issued or enacted after the Commencement Date).  To the best of
Landlord's knowledge, there are no capital investment items that are anticipated
in the Base Operating Expense.  All such costs, including interest costs, shall
be amortized over the reasonable life of the capital investment items, with the
reasonable life and amortization schedule being determined by Landlord according
to generally accepted accounting principles, but in no event to extend beyond
the reasonable life of the Building.

     (j) Landlord's central accounting costs, and legal, appraisal (if such
appraisal is related to efforts to reduce Operating Expenses), and other such
third party fees relating to the operation of the Project.

     (k) The fair market rental value of Landlord's and the property manager's
offices, if any, in the Building.

     Nothing contained in  this Section 5.02A shall be construed as requiring
Landlord to provide any  services which are not specifically set forth in this
Lease as obligations of Landlord.

     The term "Operating Expenses" shall not include the items listed on Exhibit
"G" attached hereto.
     
     5.02 B.   TENANT'S ELECTRICITY CHARGE.  Tenant covenants and agrees to pay
to Landlord as additional Rent without any setoff or deduction whatsoever
Tenant's Pro Rata Share as set forth in Section 1.01(i) of all electricity
consumed in the use, occupancy, and operation of the Building, the parking
garage associated with the Building and the exterior perimeter lights for the
remainder of the Building and Project (hereinafter called "Tenant's Electricity
Charge").  Landlord shall bill Tenant for Tenant's Electricity Charge throughout
the term of this Lease and Tenant shall pay same within fifteen (15) 


                                     5

<PAGE>

days after receipt of each such bill.  Landlord shall bill Tenant for 
Tenant's Electricity Charge for the last month or portion thereof of the term 
of this Lease as soon as practicable after the termination of this Lease and 
Tenant shall pay same within five (5) days after receipt of such bill; the 
Tenant's obligation to pay such billing shall survive the termination of the 
Lease.  All payments for Tenant's Electricity Charge are to be predicated 
upon separate and specific bills by Landlord and are not to be included as 
part of the Base Rent payment required to be paid pursuant to Section 1.01(j) 
hereof.  To the extent feasible, Landlord shall make a good faith effort to 
coordinate the timing of the billing of Tenant's Electricity Charge such that 
Tenant can pay Tenant's Electricity Charge concurrently with the monthly 
installments of Base Rent.

     Notwithstanding anything to the contrary hereinbefore contained, Landlord
may at any time during the term hereof, elect to install meters measuring
electricity used in the Building and/or the Premises at Landlord's expense
(except as provided in Section 7.02(h) hereof), which may also include meters
measuring electricity used for heating and cooling the Building and/or the
Premises and in such cases, Tenant's Pro Rata Share of such costs shall then be
based on actual use as measured by such meters but with any areas sharing a
meter being prorated on the basis that the area of the Premises bears to the
area covered by the meters.

     Electrical power which is separately metered or is otherwise separately
assessable to tenants of the area served by such facilities and the cost of
normal and after-hours air conditioning supplied to tenants of the area so
served shall be excluded in computing Tenant's Pro Rata Share of such costs as
aforesaid.

     5.03.  PRORATION AND ADJUSTMENT OF OPERATING EXPENSES.  If this Lease
commences on other than the first day of a calendar year, or if this Lease
expires on other than the last day of a calendar year, then the Operating
Expenses for all of such calendar year shall be prorated  according to the
portion of the Term that occurs during such calendar year.  If at any time the
Building is not fully  occupied or Landlord is not supplying all services to all
portions of the Building during an entire calendar year, then, Base Operating
Expenses, Operating Expenses, the Actual Operating Expense Increase and the
Estimated Operating Expense Increase shall be adjusted as though the Building
had been ninety-five percent (95%) occupied and Landlord were supplying all
services to such portions of the Building during the entire calendar year.



                                     ARTICLE 6
                                     =========

     6.01.  USE.  Tenant shall use and occupy the Premises only for the
Permitted Use set forth in Section 1.01(e) hereof, and for no other purposes. 
Tenant shall not use or permit the Premises or any portion thereof to be used
for any purpose other than the Permitted Use or for any unlawful purpose or in
any unlawful manner, and shall comply with all federal, state, and local
governmental laws, ordinances, orders, rules and regulations applicable to the
Premises, the Project, and the occupancy thereof and Tenant shall give prompt
written notice to Landlord of any notification to Tenant of any claimed
violation thereof.  Tenant shall not do or permit anything to be done in or
about the Premises, nor bring or keep anything therein which will in any way
increase the existing rate of or affect any fire or other insurance upon the
Project or any of its contents, or cause cancellation of any insurance policy
covering the Project or any part thereof or any of its contents. In the event
that, by reason of any acts of Tenant or its conduct of business, there shall be
any increase in the rate of insurance on the Building or its contents, Tenant
hereby agrees to pay such increase.  Tenant covenants that at all times during
the Term of this Lease, Tenant will not allow occupancy of the Premises to
exceed a ratio of four persons for every one thousand square feet of the
Premises without Landlord's consent. Tenant shall not do or permit anything to
be done in or about the Premises and/or Project which will in any way obstruct
or interfere with the rights  of other tenants or occupants of the Project or
injure or annoy them.  Tenant shall not permit any nuisance in, on or about the
Premises.  Tenant shall not commit or suffer to be committed any waste in or
upon the Premises.  Without limitation of the foregoing, Tenant shall not,
without Landlord's prior written consent, use, store, install, spill, remove,
release or dispose of, within or about the  Premises or any other portion of the
Project, any asbestos-containing  materials or any sold, liquid or gaseous
material now or hereafter considered toxic or hazardous under the provisions of
42  U.S.C. 9601, et seq., or any other applicable environmental law which may
now or hereafter be in effect.  If Landlord does give written consent to Tenant
pursuant to the foregoing sentence, Tenant shall comply with all applicable
laws, rules and regulations pertaining to and governing such use by Tenant, and
shall remain liable for the costs of any clean up or removal required to be
performed with respect to such asbestos-containing, toxic or hazardous
materials.


                                      ARTICLE 7
                                      =========

     7.01.  LANDLORD'S SERVICES.  Provided Tenant is not in default hereunder
and subject to the availability of necessary service from the appropriate public
utility or other entity responsible for providing such service, Landlord shall,
at Landlord's expense, except as provided to the contrary in this Lease, furnish
to Tenant in the occupied portion of the Premises the following services:
     
     (a) Air-conditioning and central heat at such temperatures and in such
amounts as are reasonably considered to be standard for the Building, during
normal business hours for the Building as set forth in the Rules and Regulations
attached as Exhibit "C" attached hereto and incorporated herein for all
purposes. 
     
     (b) Janitorial cleaning services in the Premises and public and exterior
portions of the Building for all days, except 


                                        6

<PAGE>


Saturdays, Sundays and holidays; provided, however, if Tenant's floor 
covering or other improvements is other than Building Standard, Tenant shall 
pay the additional cleaning cost attributable thereto as additional Rent upon 
presentation of a statement therefor by Landlord.  The janitorial services 
provided by Landlord shall be substantially in accordance with the 
specifications attached hereto as Exhibit "I".

     (c) Hot and cold water at those points of supply provided for general use
of other tenants in the Building.
     
     (d) Normal and customary routine maintenance for all public, structural,
and exterior  portions of the Project according to Landlord's reasonable
standards.

     (e) Electric lighting service for all public portions of the Project in the
manner and to the extent reasonably deemed by Landlord to be standard for
comparable buildings in the market area.
     
     (f) Automatic passenger elevator service for access to and egress from the
Premises.  Freight elevator service, in common with other tenants, shall  be
provided during reasonable business hours and at such other times as prescribed
by Landlord, exclusive of Saturdays, Sundays, and holidays.  Landlord may reduce
the number of elevators operating outside of business hours.
     
     (g) All Building Standard fluorescent bulb replacement in the Premises and
in all common and public areas, toilet and restroom areas and stairwells, and
the electrical power required for Building Standard fluorescent fixtures;
provided, however, bulb replacement required for lights in the Premises which
are above Building Standard shall be paid for by Tenant in a manner determined
by Landlord, in Landlord's reasonable discretion.
     
     (h) Electrical facilities to furnish sufficient power for typewriters,
calculating machines, personal computers and other machines of similar low
electrical consumption such that the total electrical power usage shall not
exceed four (4) watts per square foot of rentable area; but not including
electricity required for electronic data processing equipment, special lighting
in excess of Building Standard, and any other item of electrical equipment, the
electrical power equipment of which (singly) is more than 0.5 kilowatts per hour
at rated capacity or requires a voltage other than 110/120 volts single phase;
and provided that Landlord shall not be obligated to provide  dedicated circuits
or electrical power in excess of Building Standard and provided that if the
installation of  said electrical equipment requires additional air conditioning
capacity above that provided by the Building Standard system, then the
additional air conditioning installation and operating costs will be the
obligation of Tenant.  Landlord, at its option, may cause a water meter,
electric current meter or such similar device to be installed on the Premises so
as to measure the amount of water and electric current consumed by Tenant.  The
cost of any such meters and of the installation, maintenance and repair thereof
shall be paid for by Tenant and Tenant agrees to pay Landlord, promptly upon
demand by Landlord, for all such excess water and electric  expense incurred. 
If a separate meter is not installed or Landlord is prevented from installing a
separate meter by operation of law or other cause beyond Landlord's control,
such  excess costs for such water and electric current will be  established by
an estimate made by the utility company, electrical engineer, or an independent
consultant, which estimate shall be binding on Tenant. 

     (i) Security guard service for the Project from 7:00 p.m. until 7:00 a.m.
seven (7) days per week; such guard shall be provided by a third party security
firm as Landlord may from time to time reasonably determine to be providing
security services for comparable buildings in the market area.  NOTWITHSTANDING
ANYTHING HEREIN TO THE  CONTRARY, TENANT EXPRESSLY ACKNOWLEDGES AND AGREES THAT
LANDLORD IS NOT WARRANTING THE EFFICIENCY OF  ANY SUCH SECURITY PERSONNEL,
SERVICE, PROCEDURES OR EQUIPMENT AND  THAT TENANT IS NOT RELYING AND SHALL NOT
HEREAFTER RELY  ON ANY SUCH PERSONNEL, SERVICE, PROCEDURES OR EQUIPMENT. 
LANDLORD  SHALL NOT BE RESPONSIBLE OR LIABLE IN ANY MANNER FOR FAILURE OF ANY
SUCH SECURITY PERSONNEL, SERVICES, PROCEDURES OR EQUIPMENT TO PREVENT, CONTROL,
OR APPREHEND ANYONE SUSPECTED OF CAUSING PERSONAL INJURY OR DAMAGE IN, ON OR
AROUND THE PROJECT.

      Notwithstanding anything hereinabove to the contrary, Landlord reserves
the right from time to time to make reasonable modifications to the above
standards for utilities and services that are provided to all tenants in the
Building.

     7.02.    ADDITIONAL SERVICES. Landlord may impose a reasonable charge for
any utilities and services, (including without limitation, janitorial,
maintenance, security, air conditioning, electrical current and water), provided
by Landlord by reason of any use of the services at any time other than the
hours as set forth in the Rules and Regulations attached hereto as Exhibit "C"
or beyond the levels or quantities that Landlord agrees herein to furnish or
because of special electrical, cooling or ventilating needs created by Tenant's
hybrid telephone equipment, computers or other equipment; provided, however,
that Tenant's excessive use or consumption of heating, air conditioning and/or
electrical services in violation of Section 7.01 above, without Landlord's prior
written consent, shall constitute a Default under this Lease. Upon request of
Tenant to be given to the Property Manager of the Project before 5:00 p.m. of
the business day preceding the day of requested extra usage, Landlord shall make
available, at Tenant's expense, after hours heat or air conditioning. The hourly
rate for the use of after hours heat or air conditioning (HVAC) shall be the
actual cost of the utilities to Landlord of providing such service plus an
equipment depreciation charge as reasonably determined by Landlord's third party
engineers (such determination to be substantiated to the reasonable satisfaction
of Tenant).  For purposes of this Lease, the hourly rate for 1999 for such after
hours HVAC is $12.58 PER FLOOR. 

     7.03.  INTERRUPTION OF  SERVICES.  Notwithstanding anything herein to  the
contrary, the obligations of the Landlord to provide the services and utilities
provided above shall be subject to governmental regulation (e.g., rationing,
temperature, control, etc.) and any such regulation which requires Landlord to
provide or not provide such services or utilities other than as herein provided,
shall not constitute a default hereunder, but rather compliance with such
regulation shall be 


                                     7

<PAGE>


deemed to be compliance by Landlord hereunder.  Any failure or defect in 
Landlord's  hereinabove described services shall not be construed as an 
eviction of Tenant, nor entitle Tenant to any reduction, abatement, offset, 
or refund of Rent or to any damages from Landlord and in no event shall 
Landlord be liable for damage to persons or property (including, without 
limitation, business interruption) or be in default hereunder as a result of 
any such uncontrollable event or results or effects thereof.  Landlord shall 
not be in breach or default under this Lease, provided Landlord uses 
reasonable diligence to restore any such failure or defect promptly after 
Landlord receives written notice thereof.  Notwithstanding the foregoing, in 
the event of the failure to furnish, any stoppage of or other interruption in 
the furnishing of the services or utilities described in Section 7.01, which 
continues for five (5) consecutive business days after receipt by Landlord of 
written notice thereof from Tenant, and such failure, stoppage or 
interruption is not caused by force majeure (defined in Section 17.10 
hereof), a casualty covered by Section 10.01 hereof, a failure on the part of 
a public utility, or by any act or omission of Tenant, its agents, employees 
or contractors, Tenant shall be entitled, as its sole and exclusive remedy, 
to an abatement of Base Rent and Actual Operating  Expense Increases in 
proportion to the area of the Premises that is rendered untenantable by such 
failure, stoppage or interruption, with such abatement to begin on the sixth 
(6th) business day after the receipt by Landlord of written notice of such 
occurrence and continuing until such failure, stoppage or interruption has 
been cured.

     7.04.  KEYS AND LOCKS.  Landlord shall furnish to Tenant two (2) keys for
each corridor door entering the Premises.  Additional keys will be furnished at
a charge by Landlord on an order signed by Tenant or Tenant's authorized
representative.  All such keys shall remain the property of Landlord.  Tenant
shall be permitted to install additional locks and or other security devices in
the Premises and on the ninth (9th) and tenth (10th) floor Building stairwell
doors provided Landlord is provided with a set of duplicate keys or a master
key.  Upon termination of this Lease, Tenant shall surrender to Landlord all
keys to the Premises, and give to Landlord an explanation of the combination of
all locks for safes, safe cabinets and vault doors, if any, in the Premises.
     
     7.05.  SIGNS.  Landlord shall, at Landlord's cost, provide and install all
letters and numerals on entrance doors in or at the Premises.  All such letters
and numerals  are to be Building Standard graphics, and no other letters,
numbers, or signage  shall be used or permitted on the Premises without the
prior written consent of Landlord.  Tenant shall not place signs on the Premises
which are visible from outside the Premises, without Landlord's prior written
consent.  Tenant shall not place or permit to be placed or maintained on any
exterior door, wall or window of the Premises any sign, awning, canopy,
advertising matter or similar item of any kind, and will not place or maintain 
any decoration, lettering or advertising matter on the glass of any window or
door of the Premises  without first obtaining  Landlord's prior written approval
in each instance.  Tenant shall maintain any such sign, awning, canopy,
decoration, lettering, advertising matter or similar item as may be approved by
Landlord, in good condition and repair at all times.
                                                                           

                                      ARTICLE 8
                                      =========

     8.01.  ALTERATIONS.  Except for non-structural additions or alterations
which do not cost more than $50,000.00 in the aggregate, Tenant shall not make
or allow to be made any alterations, installations, additions, or improvements
in or to the Premises or install any equipment or machinery (other than standard
office equipment and unattached personal property), without Landlord's prior
written consent (which shall not be unreasonably withheld or delayed).  Should
Tenant desire to perform any alterations, Tenant shall submit plans and
specifications for same to Landlord for Landlord's written approval before
beginning such work.  Upon receipt by Tenant of the written approval of Landlord
of such plans and specifications, and upon payment by Tenant to Landlord of the
reasonable fees (not to exceed $500.00) incurred by Landlord to have such plans
and specifications reviewed, Tenant may proceed to make such approved
alterations so long as they are in compliance with such approved plans and
specifications and are performed by a contractor  approved by Landlord. Any and
all such alterations, physical additions or improvements, including those
improvements made at the Tenant's expense or under any agreement with the Tenant
whereby the Tenant is given an allowance or rent reduction in exchange for
Tenant's agreement to install or allow to be installed lease improvements, such
as by way of example, but not limitation, wall coverings, floor coverings or
carpet, paneling, doors, cabinets, appliances (such as built-in refrigerators
and dishwashers) and hardware, shall become the property of Landlord at the
expiration or termination of this Lease or the termination of Tenant's right to
possession of the Premises and shall in no event be removed by Tenant; provided,
however, that Landlord may require Tenant, at Tenant's cost, to remove any or
all of such items upon the expiration or termination of this Lease or the
termination of Tenant's right to possession of the Premises and, at Tenant's
expense, repair any damage caused by such removal. All installations shall be at
Tenant's sole cost and expense. Without in any way limiting Landlord's consent
rights, Landlord shall not be required to give its consent until (a) Landlord
approves the contractor or person making such  and approves such contractor's
insurance coverage to be provided in connection with the work, (b) Landlord
approves final and complete plans and specifications for the work and (c) the
appropriate governmental agency, if any, has approved the plans and
specifications for such work. All work performed by Tenant or its contractor
relating to the installations shall conform to applicable governmental laws,
rules and regulations, including, without limitation, the Disability Acts. Upon
completion of the installations, Tenant shall deliver to Landlord "as built"
plans. If Landlord performs such installations, Tenant shall pay Landlord, as
additional Rent, the cost thereof plus fifteen percent (15%) as reimbursement
for Landlord's overhead. Each payment shall be made to Landlord within twenty
(20) days after receipt of an invoice from Landlord. 
     
     
     All work performed by Tenant with respect to the Premises shall (a) be
performed so as not to alter the exterior appearance of the Building, (b) be
performed so as not to adversely affect the structure or safety of the Building,
(c) comply with all building, safety, fire, and other codes and governmental and
insurance requirements, (d) be performed so as not to result in any usage in
excess of Building Standard quantities of water, electricity, gas, heating,
ventilating, or air-conditioning (either during or after such work) unless prior
written arrangements reasonably satisfactory to Landlord are made with respect


                                        8

<PAGE>


thereto, (e) be completed promptly and in a good and workmanlike manner and in a
quality equivalent to Building Standard, (f) be performed at Tenant's expense
and at such times and in such manner as Landlord may designate from time to time
to insure minimum disruption to other tenants in the Building, and (g) be
performed in such a manner that no valid mechanic's, materialman's, or other
similar liens be attached to Tenant's leasehold estate and in no event shall
Tenant permit, or be authorized to permit, any such liens (valid or alleged) or
other claims to be asserted against Landlord or Landlord's rights, estates, and
interests with respect to the Project or this Lease. Landlord will have the
right, but not the obligation, to inspect periodically the work in the Premises.
  

     If any mechanic's lien is filed against the Premises or the Project or any
portion thereof, Tenant shall cause same to be discharged within thirty (30)
days after the lien is filed by paying or bonding over said lien.  If Tenant
fails to comply with the foregoing sentence, Landlord shall (without limitation
of its other rights or remedies) have the right, but not the obligation, to
discharge said lien and Tenant shall immediately reimburse Landlord for any sum
of money expended by Landlord in connection with obtaining such discharge
(together with an additional fifteen percent (15%) thereof to cover Landlord's
administrative costs), which amount shall be deemed to be Rent hereunder for all
purposes.  Landlord may require (prior to commencement of construction), at
Tenant's sole cost and expense, a lien and completion bond in an amount equal to
the estimated cost of any improvements, additions or alterations in the Premises
which have been approved by Landlord.

     Any approval by Landlord (or Landlord's architect and/or engineers) of any
of Tenant's contractors or Tenant's drawings, plans or specifications which are
prepared in connection with any construction of improvements (including without
limitation, Tenant's Improvements) in the Premises shall not in any way be
construed as or constitute a representation or warranty of Landlord as to the
abilities of the contractor or the adequacy or sufficiency of such drawings,
plans or specifications or the improvements to which they relate, for any use,
purpose or condition.
     
     8.02.  REMOVAL OF TRADE FIXTURES AND PERSONAL PROPERTY.  Tenant agrees to
remove all of its trade fixtures, personal property and, if so required by
Landlord prior to installation, certain other (or all) additions, installations,
and/or improvements on or before the date of expiration or termination of the
Term, and shall promptly reimburse Landlord for the cost of repairing all damage
done to the Premises or the Project by such removal and the cost of restoring
the Premises to its original condition, reasonable wear and tear excepted, after
such removal.  If Tenant fails to deliver the Premises in the condition
aforesaid, then Landlord may restore the Premises to such a condition at
Tenant's expense including an overhead charge of fifteen percent (15%). All
property required to be removed pursuant to this Section not removed within the
time period required hereunder shall thereupon be conclusively presumed to have
been abandoned by Tenant and Landlord may, at its option, take over possession
of such property and either (a) declare the same to be the property of Landlord
by written notice to Tenant at the address provided herein or (b) at the
reasonable sole cost and expense of Tenant, remove and store and/or dispose of
the same or any part thereof in any manner that Landlord shall choose without
incurring liability to Tenant or any other person.
     
     8.03.  REPAIRS BY  LANDLORD.  Landlord shall repair and maintain the
structural portions of the Project, including the exterior windows of the
Building (both interior and exterior faces), the balcony outside the tenth
(10th) floor, basic plumbing, the building standard sprinkler system, air
conditioning, heating and electrical systems installed or furnished by Landlord,
and all areas of the Project for the common non-exclusive use of all tenants in
the Project, unless such maintenance and repairs are caused in part or in whole
by the act, neglect, or omission of any duty by the Tenant, its agents,
servants, employees or invitees, or unless such maintenance or repairs are
otherwise herein provided to be made by Tenant.  Landlord shall not be liable
for any failure to make such repairs or to perform any maintenance unless such
failure shall persist for an unreasonable time after written notice of the need
of such repairs or maintenance is given to Landlord by Tenant.  Landlord shall
not be liable for any damages, compensation or claim for loss of the use of the
whole or any part of the Premises or Tenant's personal property, or any
inconvenience, loss  of business, or annoyance arising from any such  repair
and/or maintenance performed by Landlord hereunder, except for damage resulting
from Landlord's gross negligence or willful  misconduct.  Landlord reserves the
right to make such repairs, changes, alterations, additions, or improvements in
or to any portion of the Project and the fixtures and equipment thereof as it
may deem necessary or desirable.
     
     8.04.  REPAIRS  BY TENANT.  Tenant shall, at Tenant's sole cost and
expense, keep  the Premises and any appliances in good condition and repair. 
Tenant shall, upon the expiration or earlier termination of this Lease,
surrender the Premises to the Landlord in good condition, ordinary wear and tear
excepted.  Any injury or damage to the Premises or Project, or the appurtenances
or fixtures thereof, caused by or resulting from the act, omission or neglect of
Tenant or Tenant's employees, servants, agents, invitees, assignees, or
subtenants shall be repaired or replaced by Tenant, or at Landlord's option by
Landlord at the expense of Tenant.  If Tenant fails to maintain the Premises or
fails to repair or replace any damage to the Premises or Project resulting from
the act, omission or neglect of Tenant, its employees, servants, agents,
invitees, assignees or subtenants, Landlord may, but shall not be obligated to
cause such maintenance, repair or replacement to be done, as Landlord deems
necessary, and Tenant shall immediately pay to Landlord all costs related
thereto, plus a charge for overhead of fifteen percent (15%) of such cost.




                                      ARTICLE 9
                                      =========
     
     9.01.  LANDLORD'S INSURANCE . Landlord covenants and agrees that from and
after the date of delivery of the Premises from Landlord to Tenant, Landlord
will carry and maintain the insurance set forth in  Section 9.01(a) and (b) of
this article.


                                      9

<PAGE>


     (a)  Commercial general liability insurance covering the Building and all
common areas of the Project, but excluding the Premises, insuring against claims
for personal or bodily injury or death or property damage occurring upon, in or
about the Building or common areas of the Project to afford protection to the
limit of not less than $2,000,000.00 combined single limit in respect to injury
or death to any number of persons and property damage arising out of any one (1)
occurrence. This insurance coverage shall extend to any liability of Landlord
arising out of the indemnities provided for in this Lease.

     (b)  Landlord shall at all times during the Term hereof maintain in effect
a policy or policies of "special form" or "all risks" insurance covering the
Building (excluding property required to be insured by Tenant) in such amounts
as Landlord may from time to time determine, providing protection against perils
included within the standard Texas form of "special form" or  "all risks"
insurance coverage, with no exclusions thereunder with respect to sprinkler
damage, vandalism and malicious mischief and with any such deductibles as
Landlord may from time to time determine.

     Any insurance provided for in Subsections 9.01(a) and (b) above may be
effected by self-insurance or by a policy or policies of blanket insurance
covering additional items or locations or assureds, provided that the
requirements of Sections 9.01(a) and (b) are otherwise satisfied. Tenant shall
have no rights in any policy or policies maintained by Landlord.

     


     9.02.  TENANT'S INSURANCE.    Tenant covenants and agrees that from and
after the date of delivery of the Premises from Landlord to Tenant, Tenant will
carry and maintain, at its sole cost and expense, the insurance set forth in
paragraphs (a), (b), (c) and (d) of this subsection. No policy shall be
cancellable or subject to reduction of coverage except after thirty (30) days'
prior written notice to Landlord.

     (a)  The broadest available form of commercial general liability insurance
covering the Premises and Tenant's use thereof against claims for personal or
bodily injury or death or property damage occurring upon, in or about the
Premises (including,  to the extent available and applicable, contractual
indemnity and liability coverage), such insurance to insure both Tenant and its
employees and to afford protection to the limit of not less than $1,000,000.00,
combined single limit, in respect to injury or death to any number of persons
and all property damage arising out of any one (1) occurrence, with no
deductible or self-insured retention in excess of an amount acceptable to
Landlord. The foregoing commercial general liability insurance will include,
without limitation, the following required endorsements, to wit: (i) if such
policy contains a general aggregate limit, an "Aggregate Limits of Insurance Per
Location" or equivalent form as may be applicable from time to time or at any
time during the Term of this Lease and acceptable to Landlord; (ii) Landlord
Parties (as defined hereinbelow) will be included as "additional insureds" using
an additional insured endorsement form as may be applicable from time to time or
at any time during the Term of this Lease and acceptable to Landlord, without
modification (and under the commercial umbrella, if any); and (iii) a waiver of
subrogation in favor of the Landlord Parties using such form as may be
applicable from time to time or at any time during the Term of this Lease and
acceptable to Landlord (and under the commercial umbrella, if any).  For
purposes hereof, the term "Landlord Parties" (herein so called) shall mean,
collectively, Landlord, Landlord's property manager, and Landlord's mortgagee,
if any, and the respective shareholders, members, partners, affiliates,
subsidiaries, directors, officers, employees, agents or contractors of any such
persons or entities.  All such commercial general liability policies maintained
by Tenant pursuant hereto shall be written as and endorsed to be primary
policies, not contributing with and not supplemental to any coverage that
Landlord and/or any Landlord's mortgagee may carry (with any policies of
Landlord or Landlord's mortgagee being excess, secondary and non-contributing). 
If the rentable area of the Premises is more than 30,000 square feet, then, in
addition to and not in lieu of the above stated coverage, Tenant shall carry
umbrella or so called excess coverage in an amount not less than $1,000,000.00
over Tenant's base coverage amount. This insurance coverage shall, to the extent
available and applicable, extend to any liability of Tenant arising out of the
indemnities provided for in this Lease.

     (b)  The broadest available "special form" or "all risks" insurance
coverage (including coverage against fire, wind, tornado, vandalism, malicious
mischief, water damage and sprinkler leakage) covering all fixtures, equipment
and personalty located in the Premises, in an amount not less than one hundred
percent (100%) of the full replacement cost thereof, with no exclusions
permitted thereunder with respect to vandalism, malicious mischief or sprinkler
leakage and with an endorsement thereto showing, among others, Landlord as
"insured as its interest may appear" and with an ordinance or law coverage
endorsement, and with a waiver of subrogation endorsement in favor of the
Landlord Parties (as defined hereinabove). The property insurance may, with the
consent of the Landlord, provide for a reasonable deductible.

     (c)   Workers' compensation insurance insuring against and satisfying
Tenant's obligations and liabilities under the workers' compensation laws of the
State of Texas, with a waiver of subrogation endorsement in favor of the
Landlord Parties.

     (d)   Employer's liability insurance in an amount not less than
$1,000,000.00.

     All such insurance will be issued and underwritten by companies reasonably
acceptable to Landlord, duly licensed in the State of Texas, and will contain
endorsements that (a) such insurance may not lapse with respect to Landlord or
Property Manager or be canceled or amended with respect to Landlord or Property
Manager without the insurance company giving Landlord and Property Manager at
least thirty (30) days' prior written notice of such cancellation or amendment,
(b) Tenant will be solely responsible for payment of premiums, (c) in the event
of payment of any loss covered by such policy, Landlord or Landlord's designees
will be paid first by the insurance company for Landlord's loss and (d) Tenant's
insurance is primary in the event of overlapping coverage which may be carried
by Landlord.


                                        10

<PAGE>


     Tenant shall deliver to Landlord duplicate originals of all policies of
insurance required by this Section or duly executed originals of the
certificates of such insurance (in form and content acceptable to Landlord)
evidencing in-force coverage, within ten (10) days prior to the commencement of
construction of Tenant's Improvements. Further, Tenant shall deliver to Landlord
renewals thereof at least thirty (30) days prior to the expiration of the
respective policy terms.


     In no event shall Landlord be responsible for loss or damage with respect
to Tenant's personal property unless caused by Landlord's gross negligence.

     9.03.  WAIVER  OF SUBROGATION.   Landlord and Tenant each hereby waives any
rights it may have against the other (including, but not limited to, a direct
action for damages) on account of any loss or damage occasioned to Landlord or
Tenant, as the case may be (whether or not such loss or damage is caused by the
fault, negligence or other tortious conduct, acts or omissions of Landlord or
Tenant or their respective officers, directors, employees, agents or invitees),
to their respective property, the Premises, its contents or to any other portion
of the Building or the Property arising from any risk covered by the current
Texas State Board of Insurance promulgated form of "special form" or "all risks"
insurance coverage required to be carried by Landlord and Tenant, respectively,
under Sections 9.01(b) and 9.02(b) above. If a party waiving rights under this
Section is carrying a fire and extended coverage insurance policy in the
promulgated form used in the State of Texas and an amendment to such promulgated
form is passed, such amendment shall be deemed not a part of such promulgated
form until it applies to the policy being carried by the waiving party. Without
in any way limiting the foregoing waivers and to the extent permitted by
applicable law, the parties hereto each, on behalf of their respective insurance
companies insuring the property of either Landlord or Tenant against any such
loss, waive any right of subrogation that Landlord or Tenant or their respective
insurers may have against the other party or their respective officers,
directors, employees, agents or invitees and all rights of their respective
insurance companies based upon an assignment from its insured. Each party to
this Lease agrees immediately to give to each such insurance company written
notification of the terms of the mutual waivers contained in this Section and to
have said insurance policies properly endorsed, if necessary, to prevent the
invalidation of said insurance coverage by reason of said waivers. The foregoing
waiver shall be effective whether or not the parties maintain the required
insurance.
     
     9.04.  INDEMNITY.  Tenant will indemnify and hold Landlord and Landlord's
respective officers, directors, employees and agents (including, but not limited
to Landlord's property manager) harmless from all claims, demands, actions,
damages, loss, liabilities, judgments, costs and expenses, including without
limitation, attorney's fees and court costs (each a "Claim" and collectively the
"Claims") which (i) are suffered by, recovered from or asserted against
Landlord, (ii) are not paid by insurance carried by Tenant or Landlord (without
in any way affecting the requirements of or Landlord's rights under Sections
9.01 and 9.02 above and (iii) arise from or in connection with (a) the use or
occupancy of the Premises and/or any accident, injury or damage occurring in or
at the Premises or (b) any breach by Tenant of any representation or covenant in
this Lease; provided, however, such indemnification of Landlord by Tenant shall
not include any Claim waived by Landlord under Section 9.03 above, any Claim to
the extent caused by the gross negligence  or willful misconduct of Landlord or
any Claim relating to hazardous or toxic materials except to the extent such
Claim arises out of a breach by Tenant of any of the provisions of Section 16.01
of this Lease.

     Landlord will indemnify and hold Tenant and its officers, directors,
employees and agents harmless from all Claims which are suffered by, recovered
from or asserted against Tenant and which are not paid by proceeds of insurance
carried by Landlord or Tenant and which arise from or in connection with (i) the
use of the common areas of the Project and/or any accident, injury or damage
occurring in or on the Common Areas solely as a result of Landlord's gross
negligence or (ii) any breach by Landlord of any representation or covenant in
this Lease; provided, however, such indemnification of Tenant by Landlord shall
not include any Claim waived by Tenant under Section 9.03 above, any Claim to
the extent caused by the negligence or willful misconduct of Tenant or any Claim
relating to hazardous or toxic materials except to the extent such Claim arises
out of a breach by Landlord of any of the provisions of Section 16.01 of this
Lease.

     
                                      ARTICLE 10
                                      ==========
     
     10.01.  CASUALTY.  If the Premises or Project, or any portion of either,
shall be damaged by fire or other casualty covered by the insurance carried by
Landlord hereunder, and the cost of repairing such damage shall not be greater
than ten percent (10%) of the then full replacement cost thereof, then, subject
to the following provisions of this Article, Landlord shall repair the Premises
and/or Project. 
     
     If the Premises or Project  shall be damaged (a) by fire or other casualty
not  covered by insurance carried by Landlord hereunder, (b) by fire or other
casualty covered by insurance carried by Landlord hereunder and Landlord's
mortgagee requires that such insurance proceeds be used to retire the mortgage
debt, or (c) to an extent greater than ten percent (10%) of the then full
replacement cost thereof, then Landlord shall have the option to either (i)
repair or reconstruct the same to substantially the same condition as
immediately prior to such fire  or other casualty, or (ii) terminate this Lease
by so notifying Tenant within one hundred twenty (120) days after the date of
such fire or other casualty, such termination to be effective as of the date of
such notice. 
     
     The Rent required to be paid hereunder shall be abated in  proportion to
the portions of the Premises, if any, which are rendered untenantable by fire or
other casualty hereunder until repairs of the Premises are completed, or if the
Premises are not repaired, until the termination date hereunder.  Other than 
such Rent abatement, no damages, compensation or claim shall be payable by
Landlord for loss  of the use of  the whole or any part of the Premises,
Tenant's personal property, or any 


                                    11

<PAGE>


inconvenience, loss of business, or annoyance arising from any  such repair 
and reconstruction. If any portion of Rent is abated under this Article 10, 
Landlord shall have the option to extend the expiration date of this Lease 
for a period equal to the length of the abated period. 

     If the damage results from default or negligence of Tenant, its agents,
employees, licensees or invitees, then Tenant shall not be entitled to any
abatement or reduction of any Rent or other sums due hereunder and, if the cost
to repair such damage is not fully covered by Landlord's insurance, such damage
shall be repaired by Tenant, or at Landlord's option by Landlord at Tenant's
expense (to the extent Landlord is not reimbursed by insurance).  If this Lease
is terminated as provided in (c)(ii) above, all Rent shall be apportioned and
paid up to the termination date.  Landlord shall not be required to repair or
replace any furniture, furnishings or other personal property which Tenant may
be entitled to remove from the Premises or any property constructed and
installed by or for Tenant  in the Premises.

     10.02.  END OF  TERM CASUALTY.  Notwithstanding anything to the contrary in
this Article 10, Landlord shall not have any obligation whatsoever to repair,
reconstruct or restore the Premises or the Project when the damage resulting
from any casualty covered under this Article  10 occurs during the last eighteen
(18) months of the Term or any extension thereof. 


                                      ARTICLE 11
                                      ==========

     11.01.  CONDEMNATION.  If all or substantially all of the Premises shall be
taken by virtue of eminent domain or for any public or quasi-public use or
purpose, this Lease and the estate hereby granted shall terminate on the date
the condemning authority takes possession.  If only a part of the Premises is so
taken, or if a portion of the Project not including the Premises is taken, this
Lease and the estate hereby granted shall, at the election of Landlord, either
(i) terminate on the date the condemning authority takes possession by
Landlord's giving notice thereof to Tenant within thirty (30) days after the
date of such taking of possession, or (ii) continue in full force and effect as
to that part of the Premises not so  taken and the Base Rent shall be reduced
(from and after the date of such taking of possession) in the proportion that
the number of square feet of the Premises so taken, if any, bears to the total
number of square feet contained in the Premises.

     11.02.  CONDEMNATION AWARD.  Landlord shall be entitled to the whole of 
any and all awards which may be paid or made in connection with any such taking.
As long as it does not diminish the amount of Landlord's award hereunder, Tenant
shall have the right to assert a claim for and recover from the condemning
authority, but not from Landlord, such compensation as may be awarded on account
of Tenant's moving and relocation expenses and depreciation to and loss of
Tenant's movable personal property.


                                     ARTICLE 12
                                     ==========

     12.01.   ACCESS.  Without being deemed guilty of an eviction of Tenant and
without abatement of Rent, Landlord or its authorized agents shall have the
right to enter the Premises, upon reasonable notice, to inspect the Premises, to
show the Premises to prospective lenders, purchasers or tenants and to fulfill
Landlord's obligations or exercise its rights under this Lease; provided,
however, Landlord will show the Premises to prospective tenants only during the
last nine (9) months of the term of this Lease.  Tenant hereby waives any claim
for damages for any injury or inconvenience to or interference with Tenant's
business, any loss of occupancy or quiet enjoyment of the Premises and any other
loss occasioned thereby.  For each of the aforesaid purposes, Landlord shall at
all times have and retain a key with which to unlock the doors to and within the
Premises, excluding Tenant's vaults and safes.  Landlord shall have the right to
use any and all means which Landlord may deem proper to enter the Premises in an
emergency without liability therefor.   

                                           

                                      ARTICLE 13
                                      ==========
     
     13.01.  SUBORDINATION.  Provided that Tenant shall have been provided with
a Non-Disturbance Agreement in a form reasonably acceptable to Tenant by the
applicable Underlying Party (hereafter defined), this Lease is and shall be
subject and subordinate to any and all ground or similar leases affecting the
Project, all mortgages which may now or hereafter encumber or affect the Project
and to all renewals, modifications, consolidations, replacements and extensions
of any such leases and/or mortgages; provided, however, that at the option of
any Underlying Party (hereinafter defined), this Lease shall be superior to the
lease or mortgage of such Underlying Party.  The provisions of this Section
13.01 shall be self-operative and shall require no further consent or agreement
requested by any such landlord or mortgagee in connection with this Section
13.01.  Tenant shall, however, execute promptly any appropriate certificate or
instrument evidencing same that Landlord may request.  Tenant hereby irrevocably
appoints Landlord as Tenant's attorney-in-fact to execute the same.  As used in
this Lease, the term "Underlying Party" shall mean the holder of the Landlord's
interest under any ground or similar lease and/or the mortgagee or purchaser at
foreclosure with respect to any mortgage.  Tenant agrees that any Underlying
Party may unilaterally subordinate its mortgage or lease to this Lease at any
time by filing a notice of such subordination in the Official Public Records of
Real Property of the County where the Building is located.
     
     13.02.  ATTORNMENT.  In the event of the termination of any ground or
similar lease affecting the Project or the enforcement by the trustee or the
beneficiary under any mortgage or deed of trust of remedies provided by law or
by such 


                                      12

<PAGE>


mortgage or deed of trust, Tenant will, upon request of any person or party 
succeeding to the interest of Landlord as the result of such termination or 
enforcement, automatically become the Tenant of such successor in interest 
without change in the terms or other provisions of this Lease; provided, 
however, that such successor in interest shall not be bound by (a) any 
payment of Rent for more than one (1) month in advance, or (b) any amendment 
or modification of this Lease made without the written consent of such 
trustee or such beneficiary or such successor in interest.  Upon request by 
any such successor in interest, Tenant shall execute and deliver within ten 
(10) days of receipt an instrument or instruments confirming the attornment 
provided for herein. The failure by Tenant to execute such instrument(s) 
shall be deemed an event of Default hereunder.

     
     13.03.  QUIET ENJOYMENT.  Tenant, upon paying the Rent and keeping and
performing all of the conditions and covenants herein contained, shall and may
peaceably and quietly enjoy the Premises for the Term, subject to all applicable
laws and ordinances, applicable insurance requirements and regulations, and the
provisions of this Lease.

     
                                      ARTICLE 14
                                      ==========
     
     14.01.  ASSIGNMENT.  Tenant shall not assign or in any manner transfer this
Lease or any estate or interest herein, or sublet the Premises or any part
thereof, or grant any license, concession or other right of occupancy of any
portion of the Premises without the prior written consent of Landlord.  If such
proposed sublease or assignment would cover more than one (1) full floor of the
Building, then Landlord shall have the option, upon receipt of Tenant's notice
to Landlord of its intent to sublet or assign,  to cancel this Lease with
respect to the portion of the Premises which is the subject of such proposed
assignment or sublease as of the date which is fifteen (15) days following the
receipt by Landlord of Tenant's intent to sublet or assign.  The option of
Landlord to cancel this Lease, as provided for above, shall be exercised, if at
all, within fifteen (15) days following Landlord's receipt of such written
notice, by delivering to Tenant written notice of Landlord's intention to
exercise the  option to so cancel this Lease.  Thereafter, if Landlord elects
not to cancel and Tenant desires to enter into an assignment of this Lease or a
sublease of the Premises or any portion thereof, Tenant shall give written
notice to Landlord of its desire to do so, which notice shall contain (i) the
name of the proposed assignee or subtenant, (ii) the nature of the proposed
assignee's or subtenant's business to be carried on in the Premises, (iii) the
terms and provisions of the proposed assignment or sublease, and (iv) resumes,
business plans, references, financial information, and other information as
Landlord may reasonably request concerning the proposed assignee or subtenant. 
Landlord shall give Tenant notice of either its consent or its denial of consent
to the proposed assignment or sublease within the same fifteen (15) day period.
Landlord shall be deemed to have reasonably withheld its consent to any sublease
or assignment if the refusal is based on (i) Landlord's determination (in its
sole discretion) that such subtenant or assignee is not of the character or
quality of a tenant to whom Landlord would generally lease space of the
Building, (ii) the fact that such sublease or assignment is not in form and of
substance reasonably satisfactory to Landlord, (iii) such sublease or assignment
conflicts in any manner with this Lease, including, but not limited to, the
Permitted Use, (iv) the proposed subtenant or assignee is a governmental entity
or a medical office, (v) the proposed subtenant's or assignee's business is
prohibited by any non-compete clause then affecting the Building, (vi) the
character of the business to be conducted within the Premises by the proposed
subtenant or assignee is likely to substantially increase the costs of providing
Building services, or the burden on parking, existing janitorial services or
elevators in the Building, (vii) the sublease or assignment would cause Landlord
to breach any recorded covenants or contractural obligations to which the
Project or Landlord is subject, or (viii) such subtenant or assignee shall not
meet the creditworthiness standards applied by Landlord generally in the
selection of tenants for the Building (but taking into consideration the fact
that Tenant remains liable under this Lease).     

     In the event, however, that such written consent of Landlord is granted, if
the rent due and payable by a sublessee under any such permitted sublease (or a
combination of the rent payable under such sublease plus any bonus or other
consideration therefor or incident thereto) exceeds the hereinabove provided
Rent payable under this Lease or if with respect to a permitted assignment,
permitted license or other transfer by Tenant permitted by Landlord, the
consideration payable to Tenant by the assignee, licensee or other transferee
exceeds the Rent payable under this Lease, then Tenant shall be bound and
obligated to pay Landlord fifty percent (50%) of all such excess rental and
other excess consideration within ten (10) days following receipt thereof by
Tenant from such sublessee, assignee, licensee or other transferee, as the case
might be.  Tenant shall, despite any permitted assignment or sublease, remain
directly and primarily liable for the performance of all of the covenants,
duties, and obligations of Tenant hereunder and Landlord shall be permitted to
enforce the provisions of this Lease against Tenant or any assignee or sublessee
without demand upon or proceeding in any way against any other person. 

     14.02.  CONSENT.  Consent by Landlord to a particular assignment or
sublease shall not be deemed a consent to any other or subsequent transaction. 
If this Lease is assigned or if the Premises or any portion thereof are
subleased without the permission of Landlord, then Landlord may nevertheless
collect rent from the assignee or sublessee and apply the net amount collected
to the Rent payable hereunder, but no such transaction or collection of rent or
application thereof by Landlord shall be deemed a waiver of any provision hereof
or a release of Tenant from the performance by Tenant of its obligations
hereunder.
     
     14.03.  TRANSFER BY LANDLORD.  In the event of the transfer and assignment
by Landlord of its interest in this Lease and in the Project to a person
expressly assuming Landlord's obligations under this Lease, Landlord shall
thereby be released from any further obligations thereafter accuring hereunder,
and Tenant agrees to look solely to such successor in interest of the Landlord
for performance of such obligations.  Any security given by Tenant to secure
performance of Tenant's obligations hereunder may be assigned and transferred by
Landlord to such successor in interest, and Landlord shall thereby 


                                       13

<PAGE>

be discharged of any further obligation relating thereto.


                                      ARTICLE 15
                                      ==========

     15.01.  DEFAULT BY TENANT.  Each of the following shall constitute a
"Default" by Tenant:

     (a) With respect to the first two payments of Rent not made by Tenant when
due in any twelve (12) month period, the failure by Tenant to make such payment
to Landlord within five (5) days after Landlord gives Tenant written notice
specifying that the payment was not made when due.  With respect to any other
payment of Rent, the failure by Tenant to make such payment of Rent to Landlord
when due, no notice of any such failure being required; or

     (b) Tenant shall fail to fulfill or perform, in whole or in part, any of
its obligations under this Lease (other than the payment of Rent) and such
failure or non-performance shall continue for a period of thirty (30) days after
written notice thereof has been given by Landlord to Tenant; provided that if
such failure by its nature cannot be cured within such thirty (30) day period,
Tenant shall not be in default hereunder so long as Tenant commences curative
action within such thirty (30) day period, diligently and continuously pursues
the curative action and fully cures the failure within ninety (90) days after
Landlord gives such written notice to Tenant; or

     (c) The entry of a decree or order by a court having jurisdiction adjudging
Tenant or any guarantor to be bankrupt or insolvent or approving as properly
filed a petition seeking reorganization of Tenant or such guarantor under the
National Bankruptcy Act, or any other similar applicable Federal or State law,
or a decree or order of a court having jurisdiction for the appointment of a
receiver or liquidator or a trustee or assignee in bankruptcy or insolvency of
Tenant or such guarantor or its property or for the winding up or liquidation of
its affairs; or Tenant or any guarantor shall institute proceedings to be
adjudicated a voluntary bankruptcy or shall consent to the filing of any
bankruptcy, reorganization, receivership or other proceeding against Tenant or
such guarantor, or any such proceedings shall be instituted against Tenant or
any guarantor and the same shall not be vacated within ninety (90) days after
the same are commenced; or

     (d) Tenant shall make an assignment for the benefit of Tenant's creditors
or admit in writing Tenant's inability to pay the debts of Tenant generally as
they may become due; or

     (e) Intentionally deleted.

     (f) Intentionally deleted.

     (g) Intentionally deleted. 

     (h) Intentionally deleted.
     
     (i) Tenant shall fail to vacate the Premises upon the expiration or
termination of this Lease; or

     (j) If Tenant is a corporation or limited partnership, Tenant fails to
maintain its right to do business in the State of Texas or fails to pay any
applicable annual franchise taxes as and when same become finally due and
payable; or

     
     (k) If Tenant is a corporation or partnership, Tenant dissolves or
liquidates. 

     15.02.  RIGHTS UPON DEFAULT BY TENANT.

     (a) This Lease and the Term and estate hereby granted and the demise hereby
made are subject to the limitation that if and whenever there shall occur any
event of Default, as enumerated above, Landlord may, at Landlord's option,
without any notice or demand whatsoever (any such notice and demand being
expressly waived by Tenant) and without judicial process, in addition to any
other remedy or right given hereunder or by law or equity do any one or more of
the following:
     
     (1) Terminate this Lease by written notice to Tenant, in which event Tenant
     shall immediately surrender possession of the Premises to Landlord;

     (2) Terminate Tenant's right to possession of the Premises under this Lease
     without terminating the Lease itself, by written notice to Tenant, in which
     event Tenant shall immediately surrender possession of the Premises to
     Landlord;
     
     (3) Enter upon and take possession of the Premises and expel or remove
     Tenant and any other occupant therefrom, with or without having terminated
     this Lease;
     
     (4) Alter locks and other security devices at the Premises so that Tenant
     will not have access to the Premises with or without having terminated this
     Lease or Tenant's right to possession under the Lease;

     (5) Apply all or any portion of the Security Deposit to cure such event of
     Default;

     (6) Any right of Tenant through contract, statute or otherwise to receive
     notice of Landlord's intent to exercise any of 


                                       14

<PAGE>


     Landlord's remedies hereunder is hereby waived by Tenant. Any right of 
     Tenant through contract, statute, or otherwise to cure any Default 
     before Landlord may exercise any of its remedies hereunder is hereby 
     waived by Tenant.

     (7) In the event of any Default described in subsection (b) of Section
     15.01, Landlord shall have the right to enter upon the Premises by force if
     necessary without being liable for prosecution or any claim for damages
     therefor, and do whatever Tenant is obligated to do under the terms of this
     Lease; and Tenant agrees to  reimburse Landlord on demand for any
     reasonable expenses which Landlord may incur in thus effecting compliance
     with Tenant's obligations under this Lease, and Tenant further agrees that
     Landlord shall not be liable for any damages resulting to Tenant from such
     action.

     (b) It is hereby expressly stipulated by Landlord and Tenant that any of
the above listed actions including, without limitation, termination of this
Lease, termination of Tenant's right to possession, and re-entry by Landlord,
will not affect the obligations of Tenant for the unexpired Term of this Lease,
including the obligations to pay unaccrued monthly Rent and other charges
provided in this Lease for the remaining portion of the Term of the Lease.  The
following provisions shall override and control any conflicting provisions of
Section 93.002 of the Texas Property Code. If an event of Default occurs,
Landlord is entitled and is hereby authorized, without any notice to Tenant
whatsoever, to enter upon the Premises by use of a master key, a duplicate key,
or other peaceable means, and to change, alter, and/or modify the door locks on
all entry doors of the Premises, thereby permanently excluding Tenant, and its
officers, principals, agents, employees, and representatives therefrom.  In the
event that Landlord has either terminated Tenant's right to possession of the
Premises pursuant to the foregoing provisions of this Lease, or has terminated
the Lease by reason of Tenant's default, Landlord shall not thereafter be
obligated to provide Tenant with a key to the Premises at any time; provided,
however, that in any such instance, during Landlord's normal business hours and
at the convenience of Landlord, and upon the written request of Tenant
accompanied by such written waivers and releases as the Landlord may require,
Landlord will escort Tenant or its authorized personnel to the Premises to
retrieve any personal belongings or other property of Tenant not subject to the
Landlord's lien or security interest described in Section 15.07 below.  If
Landlord elects to exclude  Tenant from the Premises without permanently
repossessing the Premises or terminating the Lease pursuant to the foregoing
provisions of this Lease, then Landlord  (at any time prior to actual permanent
repossession or termination) shall not be obligated to provide Tenant a key to
re-enter the Premises until such time as all delinquent Rent and other amounts
due  under this Lease have been paid in full (and all other defaults, if any,
have been completely cured to Landlord's satisfaction), and Landlord has been
given Tenant's recent financial statements and other such assurance reasonably
satisfactory to Landlord evidencing Tenant's ability to satisfy its remaining
obligations under this Lease.  During any such temporary period of exclusion,
Landlord will, during Landlord's regular business hours and at Landlord's
convenience, upon written request by Tenant accompanied by such waivers and
releases as the Landlord may require, escort Tenant or its authorized personnel
to the Premises to retrieve personal belongings of Tenant or its employees, and
such other property of Tenant as is not subject to the Landlord's lien and
security interest described in Section 15.07, below.  This remedy of Landlord
shall be in addition to, and not in lieu of, any of its other remedies set forth
in this Lease, or otherwise available to Landlord at law or in equity.

     (c) Exercise by Landlord of any one or more remedies hereunder granted or
otherwise available shall not be deemed to be an acceptance of surrender of the
Premises by Tenant, whether by agreement or by operation of law, it being
understood that such surrender can be effected only by the written agreement of
Landlord.  No such alteration of locks or other security devices and no removal
or other exercise of dominion by Landlord over the property of Tenant or others
at the Premises shall be deemed unauthorized or constitute a conversion, Tenant
hereby consenting, after any event of Default, to the aforesaid exercise of
dominion over Tenant's property within the Premises.  All claims for damages by
reason of such re-entry and/or repossession and/or alteration of locks or other
security devices are hereby waived, as are all claims for damages by reason of
any distress warrant, forcible detainer proceedings, sequestration proceedings
or other legal process.  

     Tenant agrees that any re-entry by Landlord may be pursuant to a judgment
obtained in forcible detainer proceedings or other legal proceedings or without
the necessity for any legal proceedings, as Landlord may elect, and Landlord
shall not be liable in trespass or otherwise.

     (d)  In the event Landlord elects to terminate this Lease by reason of an
event of Default, then notwithstanding such termination, the Tenant shall be
liable for and shall pay to the Landlord, at the address specified in Section
1.01(a) above, the sum of all Rent accrued to the date of such termination,
plus, as damages,  the cost of recovering, reletting and remodeling the
Premises, and  an amount equal to the total of the Rent provided in this Lease
for the remaining portion of the Term of the Lease (had such Term not  been
terminated by Landlord prior to the Expiration Date stated in Section 3.01),
less the reasonable rental value of the Premises for such period, (the
undersigned  parties here stipulating that such reasonable rental value shall in
no event be deemed to exceed 40% of the then present value of the Rent for such
period); such amount to be discounted to present value at the rate of six
percent (6%) per annum.

      In the event Landlord elects to terminate this Lease by reason of an event
of Default, in lieu of exercising the right of Landlord under the preceding
paragraph, Landlord may instead hold Tenant liable for all Rent accrued to the
date of such termination, plus such Rent as would otherwise have been required
to be paid by Tenant to Landlord during the period following termination of the
Term measured from the date of such termination by Landlord until the Expiration
Date stated in Section 3.01 (had Landlord not elected to terminate the Lease on
account of such event of Default) diminished by any net sums thereafter received
by Landlord through reletting the Premises during said period (after deducting
expenses incurred by Landlord as provided in Section 15.03 hereof).  Actions to
collect amounts due by Tenant as provided for in this paragraph may be brought
from time to time by Landlord during the aforesaid period, on one or more
occasions, without the necessity of Landlord's waiting until expiration of such
period; and in no event shall Tenant be entitled to any excess of rent obtained
by reletting over and above the Rent provided for in this Lease.  If Landlord
elects to  exercise the remedy prescribed in this 


                                    15

<PAGE>


paragraph, this election shall in no way prejudice Landlord's right at any 
time hereafter to cancel said election in favor of the remedy prescribed in 
the preceding paragraph.

     (e) In the event that Landlord elects to repossess the Premises without
terminating the Lease, then Tenant shall be liable for and shall pay to Landlord
at the address specified in Section 1.01(a) above, all Rent accrued to the date
of such repossession, plus Rent required to be paid by Tenant to Landlord during
the remainder of the Term until the Expiration Date of the Term as stated in
Section 3.01, diminished by any net sums thereafter received by Landlord through
reletting the Premises during said period (after deducting expenses incurred by
Landlord as provided in Section 15.03).  Actions to collect amounts due by
Tenant as provided in this paragraph may be brought from time to time by
Landlord during the aforesaid period, on one or more occasions, without the
necessity of Landlord's waiting until expiration of the Term and in no event
shall Tenant be entitled to any excess of any rent obtained by reletting over
and above the Rent provided for in this Lease.

     (f) In  the event of termination of the Lease or repossession of the
Premises for an event of Default, Landlord shall not have any obligation to
relet or attempt to relet the Premises, or any portion thereof, or to collect
rental after reletting; and in the event of reletting Landlord may relet the
whole or any portion of the Premises for any period, to any tenant and for any
use and purpose.

     (g) In the event of a Default in the payment of Rent, Tenant shall in
addition to all other sums owed to Landlord, pay to Landlord an amount equal to
the dollar amount of all "concessions" provided to Tenant in connection with
this Lease, including, but not limited to, rental concessions, above standard
tenant improvements, relocation allowances, cash payments and the like.  The
foregoing shall not, however, act to limit in any manner the damages or remedies
to which Landlord may be entitled under this Lease or by law, but shall act only
as a reimbursement of such concessions as may have been provided to Tenant as an
incentive to enter into this Lease.
     
     15.03.  EXPENSE OF REPOSSESSION.  It is further agreed that, in addition to
payments required pursuant to Section 15.02 above, Tenant shall compensate
Landlord for all reasonable expenses incurred by Landlord in repossession
(including among other reasonable expenses, the total amount of any increase in
insurance premiums caused by the vacancy of the Premises), all expenses incurred
by Landlord in reletting (including among other expenses, repairs, remodeling,
replacements, advertisements and brokerage fees), and all losses incurred by
Landlord as a direct or indirect result of Tenant's default.
     
     15.04.  CUMULATIVE REMEDIES; WAIVER OR RELEASE.  Landlord may restrain or
enjoin any breach or threatened breach of any covenant, duty or obligation of
Tenant herein contained without the necessity of proving the inadequacy of any
legal remedy or irreparable harm.  The remedies of Landlord hereunder shall be
deemed cumulative and not exclusive of each other.  No action, omission or
commission by Landlord, including specifically, the failure to exercise any
right, remedy or recourse, shall be deemed a waiver or release of the same.  A
waiver or release shall exist and be effective only as set forth in a written
document executed by Landlord, and then only to the extent recited therein.  A
waiver or release with reference to any one event shall not be construed as
continuing as to, or as a bar to, or as a waiver or a release of, any right,
remedy or recourse as to any other or subsequent event.
     
     15.05.  ATTORNEYS' FEES.  In the event of any legal action or proceeding
brought by either party against the other arising out of this Lease, the
prevailing party in such action shall be entitled to recover from the non-
prevailing party therein reasonable attorneys' fees and costs incurred in such
action (including, without limitation, all costs of appeal) and such amount
shall be included in any judgment rendered in such proceeding.

     
     15.06.  FINANCIAL STATEMENTS.  Tenant warrants and represents that (i) all
financial statements, operating statements or other financial data at any time
given to Landlord by or on behalf of Tenant and any guarantor are, or will be,
as of their respective dates, true and correct in all material respects and do
not (or will not) omit any material liability, direct or contingent; and (ii)
there have been no material changes between the respective dates thereof and the
date  of this Lease in any such financial statements, operating statements or
other financial data given to Landlord prior to the date hereof by or on behalf
of Tenant or any guarantor.  A breach of any of the foregoing warranties or
representations shall, at the election of Landlord, be deemed a Default
hereunder.

     15.07.  LANDLORD'S CONTRACTUAL SECURITY INTEREST.  Intentionally deleted.

     15.08.  USE AND  STORAGE OF PERSONAL PROPERTY.  Intentionally deleted. 
     
     15.09.  DEFAULT BY LANDLORD.  Landlord shall be in default under this Lease
if Landlord fails to perform any of its obligations hereunder and said failure
continues for a period of thirty (30) days after Tenant delivers written notice
thereof to Landlord (to each of the addresses required by this Section) and each
mortgagee who has a lien against any portion of the Property and whose name and
address has been provided to Tenant, provided that if such failure cannot
reasonably be cured within said thirty (30) day period, Landlord shall not be in
default hereunder if the curative action is commenced within said thirty (30)
day period and is thereafter diligently pursued until cured.  Any notice of a
failure to perform by Landlord shall be sent to Landlord at the addresses and to
the attention of the parties set forth in Section 1.01(a). Any notice of a
failure to perform by Landlord not sent to Landlord at all addresses and/or to
the attention of all parties required under this Section and to each mortgagee
who is entitled to notice or not sent in compliance with Section 17.05 below
shall be of no force or effect.


                                       16

<PAGE>

                                      ARTICLE 16
                                      ==========
     
     16.01.  HAZARDOUS WASTE.  Tenant hereby represents and warrants to Landlord
the following:
     
     (a) No toxic or hazardous substances or wastes, pollutants or contaminants
(including, without limitation, asbestos, urea formaldehyde, the group of
organic compounds known as polychlorinated biphenyls, petroleum products
including gasoline, fuel oil, crude oil and various constituents of such
products, radon, and any hazardous substance as defined in the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, 42 USC
9601-9657, as amended ("CERCLA") (collectively, "Environmental Pollutants") will
be generated, treated, stored, released or disposed of, or otherwise placed,
deposited in or located on the Premises or Project by Tenant or any of the
employees, officers, contractors, agents, guests or invitees, and no activity
shall be undertaken on the Premises or Project that would cause or contribute to
(i) the Premises to become a generation, treatment, storage or disposal facility
within the meaning of, or otherwise bring the Premises within the ambit of the
Resource Conservation and Recovery Act of 1976 ("RCRA"), 42 USC 6901 et. seq.,
or any similar state law or local ordinance, (ii) a release or threatened
release of toxic or hazardous wastes or substances, pollutants or contaminants,
from the Premises or Project within the meaning of, or otherwise result in
liability in connection with the  Premises within the ambit of CERCLA, or any
similar state law or local ordinance, or (iii) the discharge of pollutants or
effluents into any water source or system, the dredging or filling of any
waters, or the discharge into the air of any emissions, that would require a
permit under the Federal Water Pollution Control Act, 33 USC 1251 et. seq., or
the Clean Air Act, 42 USC 7401 et. seq. or any similar state law or local
ordinance.

     (b) Tenant agrees to indemnify and hold Landlord harmless from and against
and to reimburse Landlord with respect to, any and all claims, demands, causes
of action, loss, damage, liabilities, costs and expenses (including reasonable
attorneys' fees and court costs) of any and every kind or character, known or
unknown, fixed or contingent, asserted against or incurred by Landlord at any
time and from time to time by reason of or arising out of the breach of any
representation or warranty contained in Section 16.01(a) above. Landlord shall
have the right at Tenant's expense to periodically inspect, take samples for
testing and otherwise investigate the Premises for the presence of hazardous or
toxic materials.

     (c) Landlord agrees to hold and indemnify Tenant harmless from and against
any and all claims, demands, causes of action, loss, damage, liabilities, costs
and expenses (including reasonable attorneys' fees and court costs) of any kind
or character, known or unknown, fixed or contingent, asserted against or
incurred by Tenant as a result of any Environmental Pollutants being generated,
treated, stored, released or disposed of, or otherwise placed, deposited in or
located on the Premises or Project by Landlord or any of its employees,
officers, contractors, agents, guests or invitees.     

     (d) All representations and warranties contained in this Article 16 shall
survive the expiration or termination of this Lease.

                                      ARTICLE 17
                                      ==========
     
     17.01.  SUBSTITUTE PREMISES.  Intentionally deleted. 
     
     17.02.  ESTOPPEL LETTERS.  Tenant  agrees, periodically, to execute and
acknowledge, within twenty (20) business days after Landlord's request, a
certificate stating whether this Lease is in full force and effect, whether any
amendments or modifications exist, whether there are any defaults hereunder, and
any such other related information as may be requested. Any such certificate may
be relied upon by any ground lessor, prospective purchaser, secured party,
mortgagee or any beneficiary under any mortgage, deed of trust on the Building
or the Land or any part thereof or interest of Landlord therein. 
     
     17.03.  HOLDOVER.  If Tenant shall remain in possession of the Premises
after the expiration or earlier termination of this Lease, Tenant will be deemed
to be a tenant at sufferance and shall be subject to immediate eviction and
removal and shall pay for each month or partial month of holdover period as rent
an amount equal to one hundred fifty percent (150%) of the prevailing  then
actual Base Rent for the Premises on the date of such expiration or termination.
The remaining in possession by Tenant or the acceptance by Landlord of the
payment of said rent shall not be construed as an extension or renewal of this
Lease unless extended by Landlord pursuant to the preceding sentence.  The
rental payable to Landlord under this Section shall not be deemed to be in lieu
of any damages or other remedy to which Landlord may be entitled by virtue of
Tenant's holding over. Tenant shall pay to Landlord all damages sustained by
Landlord as a result of Tenant's holding over and shall additionally indemnify
Landlord against all claims for damages by any other tenant to whom Landlord may
have leased all or any part of the Premises effective upon the termination of
this Lease.
     
     17.04.  SURRENDER.  Upon the expiration or earlier termination of the Lease
or upon the exercise by Landlord of its right to re-enter the Premises without
termination of this Lease, Tenant shall peacefully quit and surrender the
Premises in good order and condition, excepting ordinary wear and tear, but
subject to Sections 8.01 and 8.02 hereof.
     
     17.05.  NOTICE.  Any notice or communication required or permitted in this
Lease shall be given in writing, sent by (i) personal delivery, (ii) expedited
delivery service with proof of delivery, (iii) United States registered or
certified mail, return receipt requested or (iv) prepaid telegram (provided that
such telegram is confirmed by expedited delivery service or by mail 


                                     17

<PAGE>


in the manner previously described), addressed as provided in Section 1.01(a) 
or to such other address or to the attention of such other person as shall be 
designated from time to time in writing by the applicable party and sent in 
accordance herewith. Notice also may be given by telex or fax, provided each 
such transmission is confirmed (and such confirmation is supported by 
documented evidence) as received and further provided a telex or fax number, 
as the case may be, is set forth in  Section 1.01(a). Any such notice or 
communication shall be deemed to have been delivered, whether actually 
received or not, when deposited in the US Mail, postage paid, certified or 
return receipt requested at the address and in the manner provided herein, or 
any such notice or communication shall have been deemed to  have been given 
as of the date so delivered and actually received at the address and in the 
manner provided herein in the case of personal delivery, telegram, telex or 
fax.

     17.06.  RULES AND REGULATIONS.  Tenant, as well as any assignee or
sublessee approved by Landlord, will comply with the Rules and Regulations of
the Project adopted by Landlord, which are set forth in Exhibit "C" attached
hereto and made a part hereof for all purposes.  Landlord shall have the right
to change such Rules and Regulations or to amend them in any reasonable manner
for the safety, care and cleanliness of the Project, and the Premises, and for
preservation of good order therein, all of which changes and amendments will be
sent by Landlord to Tenant in writing and shall be thereafter binding  upon,
carried out and observed by Tenant.  Tenant shall further be responsible for the
compliance with such Rules and Regulations by the employees, servants, agents
and invitees of Tenant.

     17.07.  LANDLORD'S LIABILITY.  Tenant is granted no contractual right of
termination by this Lease. If Tenant shall recover a money judgment against
Landlord, such judgment shall be satisfied only out of the right, title and
interest of Landlord in the Property as the same may then be encumbered and
Landlord shall not be liable for any deficiency, it being agreed that Landlord
shall never be personally liable for any such judgment. If Landlord is found to
be in default hereunder by reason of its failure to give a consent that it is
required to give hereunder, Tenant's sole remedy will be an action for specific
performance or injunction. The foregoing sentence shall in no event be construed
as mandatorily requiring Landlord to give consents under this Lease. In no event
shall Landlord be liable to Tenant for consequential or special damages by
reason of a failure to perform (or a default) by Landlord hereunder or
otherwise. In no event shall Tenant have the right to levy execution against any
property of Landlord other than its interest in the Property as hereinbefore
expressly provided.

     Notwithstanding the foregoing, unless caused by Landlord's gross negligence
or willful misconduct, Landlord shall not be liable to Tenant for any claims,
actions, demands, costs, expenses, damage or liability of any kind (i) arising
out of the use, occupancy or enjoyment of the Premises by Tenant or any person
therein or holding under Tenant or by or through the acts or omissions of any of
their respective employees, officers, agents, invitees or contractors, (ii)
caused by or arising out of fire, explosion, falling sheetrock, gas,
electricity, water, rain, snow or dampness, or leaks in any part of the
Premises, (iii) caused by or arising out of damage to the roof, pipes,
appliances or plumbing works or any damage to or malfunction of heating,
ventilation or air conditioning equipment or (iv) caused by tenants or any
persons either in the Premises or elsewhere in the Building (other than Common
Areas) or by occupants of property adjacent to the Building or Common Areas or
by the public or by the construction of any private, public or quasi-public
work. In no event shall Landlord be liable to Tenant for any loss of or damage
to property of Tenant or of others located in the Premises or the Building by
reason of theft or burglary.


     17.08.  WAIVER OF CONSUMER RIGHTS. Tenant hereby waives its rights under
the Texas Deceptive Trade Practices - Consumer Protection Act, Section 17.41 ET.
SEQ. of the Texas Business and Commerce Code, a law that gives consumers special
rights and protections.  After consultation with an attorney/legal counsel of
its own selection, Tenant voluntarily consents to this waiver.  Tenant covenants
and warrants that such attorney/legal counsel was not directly or indirectly
identified, suggested or selected by Landlord or agent of Landlord.



     17.09.  AMERICANS WITH DISABILITIES ACT AND TEXAS ARCHITECTURAL BARRIERS
ACT.  Tenant agrees to cause the Premises to comply with all requirements of the
Americans with Disabilities Act (Public Law (July 26, 1990)) and the Texas
Architectural Barriers Act (Article 9102, Tex. Rev. Civ. St. (1991)) and any
other similar federal, state or local laws applicable to the Premises (herein,
collectively, the "Disability Acts").  Tenant acknowledges that it will be
wholly responsible for any accommodations or alterations which need to be made
to the Premises to accommodate disabled employees, customers and invitees of
Tenant.  No provision in this Lease should be construed in any manner as
permitting, consenting to or authorizing Tenant to violate requirements under
any of the Disability Acts and any provision of the Lease which could arguably
be construed as authorizing a violation of any of the Disability Acts shall be
interpreted in a manner which permits compliance with such Disability Acts and
is hereby amended to permit such compliance.  Landlord shall be responsible for
causing all other areas of the Project (exclusive of the Premises and premises
occupied by other tenants of the Building) to comply with the Disability Acts.

     17.10.  INABILITY TO PERFORM.  If, by reason of inability reasonably to
obtain and utilize labor, materials, equipment, or supplies, or by reason of
circumstances directly or indirectly the result of any state of war or national
or local emergency, or by reason of any laws, rules, orders, regulations,
action, non-action, or requirements of any governmental authority now or
hereafter in force, or by reason of strikes or riots, or by reason of accidents
in, damage to, or the making of repairs, replacements, or improvements to the
Project or the Premises, or any of the equipment of either, or by the reason of
any other cause beyond the reasonable control of Landlord ("force majeure"),
Landlord shall be unable to perform or shall be delayed in the performance of
any obligation hereunder, then this  Lease and the obligation of Tenant to pay
the Base Rent or additional items of Rent and to perform and comply with all of
the other covenants and agreements hereunder shall in no manner be affected or
impaired, and such nonperformance or delay in performance by Landlord shall not 
give rise to any claim against Landlord for damages or constitute a total or
partial eviction, constructive or otherwise.  Landlord shall exercise due
diligence in undertaking to remedy such inability to perform or delay in
performance with all reasonable dispatch, but shall 


                                   18

<PAGE>


not be required to adjust a labor dispute against its will.

     17.11.  TENANT AUTHORIZATION.  If Tenant signs as a corporation, each of
the persons executing this Lease on behalf of Tenant represents and warrants
that Tenant is a duly organized and existing corporation, that Tenant has and is
qualified to do business in Texas, that the corporation has full right and
authority to enter into this Lease, and that all persons signing on behalf of
the corporation were authorized to do so by appropriate corporate actions.  If
Tenant is a general partnership, limited partnership, trust, or other legal
entity, each individual executing this Lease on behalf of said entity represents
and warrants that he or she is duly authorized to execute this Lease on behalf
of such entity and in accordance with such entity's governing instruments, and
that this Lease is binding upon such entity.  Upon the Landlord's request,
Tenant shall furnish Landlord with proper proof of due authorization for
Tenant's execution of this Lease as Landlord shall require.

     17.12.  BROKER. Tenant warrants that it has had no dealings with any real
estate broker or agent in connection with the negotiation of this Lease,
excepting only the broker named in of  Section 1.01 (n) ("Broker") and that it
knows of no other real estate brokers or agents who are or might be entitled to
a commission in connection with this Lease. Furthermore, Tenant warrants and
agrees that Tenant shall deal with no real estate broker other than Broker in
connection with any renewal of this lease or expansion of the Premises. 
Accordingly, Tenant agrees to indemnify and hold harmless Landlord from and
against any liability or claim, whether meritorious or not, arising with respect
to brokers and/or agents other than Broker, either in connection with the
initial term of this Lease or with respect to any renewal of this lease or
expansion of the Premises. Landlord has agreed to pay the fees of Broker (but
only Broker) named in Section 1.01(n) to the extent that Landlord has agreed to
do so pursuant to a written agreement with such Broker, a copy of which is
attached hereto as Exhibit "J".

     17.13.  MEMORANDUM OF LEASE.  Without the prior written consent of Landlord
(which may be granted or withheld in Landlord's sole discretion), Tenant shall
not record this Lease or a memorandum or other instrument with respect to this
Lease.

     17.14.  PARKING. "Exhibit "F" attached hereto, sets forth the agreements
between Landlord and Tenant relating to the parking garage. The parking areas
for the garage and for surface parking shall be designated for automobile
parking on a first come, first serve non-exclusive basis for all Property
tenants (including Tenant) and their respective employees, customers, invitees
and visitors. Parking and delivery areas for all vehicles shall be in accordance
with parking regulations established from time to time by Landlord, with which
Tenant agrees to conform. Tenant shall only permit parking of automobiles by its
employees, customers and agents in appropriate designated parking areas.  Tenant
covenants that at all times during the term of this Lease Tenant shall not use
in excess of four (4) garage and surface parking spaces for each one thousand
(1,000) square feet in the Premises for Tenant's employees, visitors and
invitees.
     
     17.15.  OTHER TAXES.  Tenant shall be liable for all taxes levied or
assessed against personal property, furniture or fixtures placed by Tenant on
the Premises. If such taxes for  which Tenant is liable are levied or assessed
against Landlord or Landlord's property and if Landlord elects to pay the same,
or if the assessed value of the Project is increased by the inclusion of
personal property, furniture or fixtures, placed by Tenant on the Premises, and
Landlord elects to pay the taxes based on  such increase, Tenant shall pay to
Landlord upon demand, that part  of such taxes for which Tenant is primarily
liable hereunder, together with interest thereon until paid at the Default
Interest Rate  set forth in Section 4.02 hereof. Tenant shall be liable for any
and all sales, use or other taxes levied in connection with the Premises and
Tenant's parking. 

     17.16.  JOINT AND SEVERAL LIABILITY.  If there is more than one Tenant, the
obligations hereunder imposed upon Tenant shall be joint and several.  If there
is a guarantor of the obligations hereunder imposed upon Tenant, there shall be
a joint and several obligation of Tenant and such guarantor, and Landlord shall
not be required to first proceed against Tenant before proceeding against such
guarantor, nor shall any such guarantor be released from its guaranty for any
reason whatsoever.
     
     17.17.  ACCEPTANCE BY LANDLORD.  The acceptance by Landlord as evidenced by
the execution of this Lease by its duly authorized representative is subject to
the condition precedent of obtaining written approval of the terms and
provisions of this Lease by any financial institution possessing the right to
approve the form and content of each lease at the Building.  In the event
Landlord is unable to obtain the required written approval from any financial
institution, this Lease shall become null and void ab initio and shall have no
further legal force and effect.

     17.18.  TIME  OF ESSENCE.  Time is of the essence of this Lease and all of
its  provisions in which performance is a factor.
     
     17.19.  ENTIRE AGREEMENT.  This Lease, including the Exhibits attached
hereto (which Exhibits are hereby incorporated herein and shall constitute a
portion hereof), contains the  entire agreement between Landlord and Tenant with
respect to the subject matter hereof.

     17.20.  AMENDMENT.  Any agreement hereafter made between Landlord and
Tenant shall be ineffective to modify, release or otherwise affect this Lease,
in whole or in part, unless such agreement is in  writing and signed by the
party to be bound thereby.

     17.21.  SEVERABILITY.  If any term or provision of this Lease shall, to any
extent, be held invalid or unenforceable by a final judgment of a court of
competent jurisdiction, the remainder of this Lease shall not be affected
thereby.


                                      19

<PAGE>


     17.22.  SUCCESSORS.  Subject to the limitations and conditions set forth 
elsewhere herein, this Lease shall bind and inure to the benefit of the
respective heirs, legal representatives, successors, and  assigns of the parties
hereto.  All rights, powers, privileges, immunities, and  duties of Landlord
under this Lease, including, but not limited to, any notices required or
permitted to be delivered by Landlord to Tenant hereunder, may, at Landlord's
option, be exercised or performed by Landlord's agent or attorney.
     
     17.23.  CAPTIONS.  The captions in this Lease are inserted only as a matter
of convenience and for reference only and they in no way define, limit, or
describe the scope of this Lease or the intent of any provisions hereof.

     17.24.  NUMBER AND GENDER.  All genders used in this Lease shall include
the other genders, the singular shall include the plural, and the plural shall
include the singular, whenever and as often as may be appropriate.
     
     17.25.  GOVERNING LAW.  This Lease shall be governed by and construed in
accordance with the laws of the State of Texas.

     17.26.  RIGHTS RESERVED TO LANDLORD. Landlord, in addition to all other
rights which it may possess, hereby expressly reserves the following rights
exercisable from time to time without notice and without liability to Tenant for
damage or injury to property, person or business and without effecting an
eviction or disturbance of Tenant's use or possession or giving rise to any
claim for setoff or abatement of Rent or affecting any of Tenant's obligations
under this Lease:

     (a)  To change the name or street address of the Building (in which event
Landlord shall reimburse Tenant for reasonable costs of replacing stationery and
business cards).

     (b)  Subject to Rider 3, to install and maintain signs on the exterior and
interior of the Building, except in the Premises.

     (c)  To prescribe the location and style of the suite number and
identification sign or lettering for the  Premises occupied by Tenant.

     (d)  To retain at all times, and to use in appropriate instances, pass keys
to the leased Premises occupied by Tenant.

     (e)  To grant to anyone the right to conduct any commercially reasonable
business or render any service in the Building, whether or not it is the same as
or similar to the use expressly permitted to Tenant by Section 1.01(e) hereof.

     (f)  To exhibit the leased Premises during the last nine (9) months of the
Term at reasonable hours, and upon reasonable notice to Tenant, and to decorate,
remodel, repair, alter or otherwise prepare the Premises for reoccupancy at any
time after Tenant vacates or abandons the Leased Premises.

     (g)  To have access for Landlord to any mail chutes according to the rules
of the United States Postal Service.

     (h)  To require all persons entering or leaving the Building during such
hours as Landlord may from time to time reasonably determine to identify
themselves to watchmen (by registration or otherwise), and to establish their
right to enter or leave in accordance with the provisions of the applicable
Building Rules and Regulations.  Landlord shall not be liable in damages for any
error with respect to admission to or eviction or exclusion from the Building of
any person.  In case of fire, invasion, insurrection, mob, riot, civil disorder,
public excitement, hazardous condition or other commotion, or the threat
thereof, Landlord reserves the right to limit or prevent access to the Building
during the continuance of the same, shut down elevator service, activate
elevator emergency controls, or otherwise take such action or preventive
measures deemed necessary by Landlord for the safety of tenants or other
occupants of the Building or the protection of the Building and the property in
the Building.  Tenant agrees to fully cooperate in any reasonable safety program
developed by Landlord.

     (i)  To control and prevent access to common areas and other non-general
public areas pursuant to the provisions of the applicable Building Rules and
Regulations.

     (j)  Provided that reasonable access to the Premises shall be maintained
and the business of Tenant shall not be unreasonably interfered with or
disrupted unreasonably, Landlord reserves the right to relocate, enlarge, reduce
or change lobbies, exits or entrances in or to the Building and to decorate and
to make, at Landlord's own expense (except to the extent same constitutes
Operating Expenses), repairs, alterations, additions and improvements,
structural or otherwise, in or to the Building or any part thereof, and any
adjacent building, land, street or alley, including for the purpose of
connection with or entrance into or use of the Building in conjunction with any
adjoining or adjacent building or buildings, now existing or hereafter
constructed, and may for such purposes erect scaffolding and other structures
reasonably required by the character of the work to be performed, and during
such operations may enter upon the Premises and take into and upon or through
any part of the Building, including the Premises, all materials that may be
required to make such repairs, alterations, improvements or additions, and in
that connection Landlord may temporarily close public entry ways, other public
spaces, stairways or corridors and interrupt or temporarily suspend any services
or facilities agreed to be furnished by Landlord, all without the same
constituting an eviction of Tenant in whole or in part and without abatement of
Rent by reason of loss or interruption of the business of Tenant or otherwise
and without in any manner rendering Landlord liable for damages or relieving
Tenant from the performance of any of Tenant's obligations under this Lease. 
Landlord may at its option make any repairs, alterations, improvements and
additions in and about the Building and the Premises during ordinary business
hours and if Tenant desires to have such work done during other than business
hours and Landlord consents to such change, 


                                   20

<PAGE>


Tenant shall pay all overtime and additional expenses resulting therefrom.

     (k)  To designate and approve, prior to installation, all types of window
shades, blinds, drapes, awnings, and similar equipment, and to control all
internal lighting that may be visible from the exterior of the Building.

     (l)  Intentionally deleted. 

     17.27     VISIBLE AREAS CLAUSE.   Tenant agrees to keep any visible portion
of the Premises (the "Visible Area") in a neat, clean and attractive condition
at all times.  Tenant shall cause the walls in the Visible Area to be painted or
covered with wall coverings, and the interior of the Visible Area shall be
tastefully furnished, as determined by Landlord in its sole and absolute
discretion.  All paint, wall coverings, signs, artwork, floor materials, floor
coverings, furniture and other articles in the Visible Area and the arrangement,
style, color and appearance thereof, and any changes thereto shall be approved
in advance of installation by Landlord, in its sole and absolute discretion. 
Landlord reserves the right to require Tenant to correct any non-conformity with
the provisions of this paragraph and Tenant agrees that any failure to comply
with the provisions of this paragraph shall constitute a major event of Default
under the Lease entitling Landlord to exercise any of its remedies pursuant to
the other provisions of this Lease, at law or in equity.


     17.28     NO PRESUMPTION AGAINST DRAFTER.    Landlord and Tenant
understand, agree and acknowledge that: (i) this Lease has been freely
negotiated by both parties; and (ii) that in any controversy, dispute, or
contest over the meaning, interpretation, validity, or enforceability of this
Lease or any of its terms or conditions, there shall be no inference,
presumption or conclusion drawn whatsoever against either party by virtue of
that party having drafted this Lease or any portion thereof.     

     17.29     EXAMINATION OF LEASE. Submission by Landlord of this instrument
to Tenant for examination or signature does not constitute a reservation of or
option for lease. This Lease will be effective as a lease or otherwise only upon
execution by and delivery to both Landlord and Tenant.

     17.30     DEFINED TERMS AND MARGINAL HEADINGS. The words "Landlord" and
"Tenant" as used herein shall include the plural as well as singular. If more
than one person is named as Tenant, the obligations of such persons are joint
and several. The headings and titles to the articles, sections and subsections
of this Lease are not a part of this Lease and shall have no effect upon the
construction or interpretation of any part of this Lease.

     17.31     NO REPRESENTATIONS.  LANDLORD AND LANDLORD'S AGENTS HAVE MADE NO
WARRANTIES, REPRESENTATIONS OR PROMISES (EXPRESS OR IMPLIED) WITH RESPECT TO THE
PREMISES, THE BUILDING OR ANY OTHER PART OF THE PROPERTY (INCLUDING, WITHOUT
LIMITATION, THE CONDITION, USE OR SUITABILITY OF THE PREMISES, THE BUILDING OR
THE PROPERTY), EXCEPT AS HEREIN EXPRESSLY SET FORTH AND NO RIGHTS, EASEMENTS OR
LICENSES ARE ACQUIRED BY TENANT BY IMPLICATION OR OTHERWISE EXCEPT AS EXPRESSLY
SET FORTH IN THE PROVISIONS OF THIS LEASE.

     17.32     NO LIGHT, AIR OR VIEW EASEMENT.  Any diminution or shutting off
of light, air or view by any structure which may be erected on the Project or
lands adjacent to the Project shall in no way affect this Lease or impose any
liability on Landlord (even if Landlord is the adjacent land owner).

     17.33     SURVIVAL OF INDEMNITIES. Each indemnity agreement and hold
harmless agreement contained herein shall survive the expiration or termination
of this Lease.



IN WITNESS WHEREOF, Landlord and Tenant have respectively  executed this Lease
as of the day and year first above written.

LANDLORD: Granite Tower, Ltd.        TENANT: Carreker-Antinori, Inc.

By: Granite Properties, Inc.
Its: General Partner



By:                                  By:
      ---------------------------          -----------------------------
Name:     Jim Kirchhoff              Name:
      ---------------------------          -----------------------------
Title:    Director of Marketing      Title:
      ---------------------------          -----------------------------


                                     21

<PAGE>


                                    EXHIBIT "A"

                                    FLOOR PLAN 
                                    PAGE 1 OF 2









                                         22

<PAGE>


                                    EXHIBIT "A"
                                          
                                    FLOOR PLAN 
                                    Page 2 of 2







                                         23


<PAGE>


                                 EXHIBIT "B"
                                          
                              LEGAL DESCRIPTION
                                          
                                          
Lot 1-R, Block A Granite Tower at the Centre, City of Farmers Branch, County of
                            Dallas, State of Texas.
                                          
                                          
                                          
                                          




                                        24

<PAGE>


                                    EXHIBIT "C"
                                          
                               RULES AND REGULATIONS

     1.   The sidewalks, walks, plaza entries, corridors, concourses, ramps,
staircases, escalators and elevators of the Project shall not be obstructed or
used by Tenant, or the employees, agents, servants, visitors or licenses of
Tenant for any purpose other than ingress and egress to and from the Premises. 
No bicycle or motorcycle shall be brought into the Building or kept on the
Premises without the prior written consent of Landlord.

     2.   No freight, furniture or bulky matter of any description will be
received into the Project or carried into the elevators except in such a manner,
during such hours and using such elevators and passageways as may be approved by
Landlord, and then only upon having been scheduled in advance.  Any hand trucks,
carryalls, or similar equipment used for the delivery or receipt of merchandise
or equipment shall be equipped with rubber tires, side guards and such other
safeguards as Landlord shall require.

     3.   Landlord shall have the right to prescribe the weight, position and
manner of installation of safes or other heavy equipment which shall, if
considered necessary by Landlord, be installed in a manner which shall insure
satisfactory weight distribution.  All damage done to the Project by reason of a
safe or any other article of Tenant's office equipment being on the Premises
shall be repaired at the expense of Tenant.  The time, routing and manner of
moving safes or other heavy equipment shall be subject to prior approval by
Landlord.

     4.   Only persons authorized by Landlord will be permitted to furnish
newspapers, ice, drinking water, towels, barbering, shoe shining, janitorial
services, floor polishing and other similar services and concessions to Tenant,
and only at hours and under regulations fixed by Landlord.  

     5.   Tenant, or the employees, agents, servants, visitors or licensees of
Tenant, shall not at any time leave, place or discard any rubbish, paper,
articles or objects of any kind whatsoever outside the doors of the Premises or
in the corridors, stairways or passageways of the Project. 

     6.   Landlord shall have the right to prohibit any advertising by Tenant
which, in Landlord's opinion, tends to impair the reputation of the Project or
its desirability for offices and, upon written notice from Landlord, Tenant will
refrain from or discontinue such advertising.

     7.   Tenant shall not place, or cause or allow to be placed, any sign,
placard, picture, advertisement, notice or lettering whatsoever, in, about or on
the exterior of the Premises, Building or Project except in and at such places
as may be designated by Landlord and consented to by Landlord in writing.   Any
such sign, placard, advertisement, picture, notice or lettering so placed may be
removed by Landlord without notice to and at the expense of Tenant.  All
lettering and graphics on corridor doors shall conform to the Building Standard
prescribed by Landlord.  No trademark shall be displayed in any event.

     8.   Canvassing, soliciting or peddling in the Building and/or Project is
prohibited, and Tenant shall cooperate to prevent same.

     9.   Landlord shall have the right to exclude any person from the Project
other than during customary business hours as set forth in the Lease, and any
person in the Project will be subject to identification by employees and agents
of Landlord.  All persons in or entering the Project shall be required to comply
with the security policies of the Project.  If Tenant desires any additional
security service for the Premises, Tenant shall have the right (with the advance
written consent of Landlord) to obtain such additional service at Tenant's sole
cost and expense.  Tenant shall keep doors to unattended areas locked and shall
otherwise exercise reasonable precautions to protect property from theft, loss
or damage.  Landlord shall not be responsible for the theft, loss or damage of
any property or for any error with regard to the exclusion from or admission to
the Project of any person.  In case of invasion, mob, riot or public excitement,
Landlord reserves the right to prevent access to the Project during the
continuance of same by closing the doors or taking other measures for the safety
of the tenants and protection of the Project and property or persons therein.

     10.  Only workmen employed, designated or approved by Landlord may be
employed for repairs, installations, alterations, painting, material moving and
other similar work that may be done in or on the Premises.  Tenant will refer
all contractors, contractor's representatives and installation technicians
rendering any service on or to the Premises for Tenant to Landlord for
Landlord's approval and supervision before performance of any contractual
service. This provision shall apply to all work performed in the Building
including installation of telephones, telegraph equipment, electrical devices
and attachments and installations of any nature affecting floors, walls,
woodwork, trim, windows, ceilings equipment or any other physical portion of the
Building.

     11.  Tenant shall not do any cooking except on the tenth (10th) floor,
provided however, such use shall be separately vented to outside air (other than
warming in a microwave oven) or conduct any restaurant, luncheonette, automat or
cafeteria for the sale or service of food or beverages to its employees or to
others, or permit the delivery of any food or beverage to the Premises, except
by such persons delivering the same as shall be approved by Landlord and only
under regulations fixed by Landlord.  Tenant may, however, operate a coffee bar
by and for its employees.


                                  25

<PAGE>


     12.  Tenant shall not bring or permit to be brought or kept in or on the
Premises or Project any inflammable, combustible, corrosive, caustic, poisonous,
or explosive substance, or cause or permit any odors to permeate in or emanate
from the Premises, or permit or suffer the Premises to be occupied or used in a
manner offensive or objectionable to Landlord or other occupants of the Project
by reason of light, radiation, magnetism, noise, odors and/or vibrations, or
interfere in any way with other tenants or those having business in the Project.

     13.  Tenant shall not mark, paint, drill into (with the exception of
installing white boards), or in any way deface any part of the Project or the
Premises.  No boring, driving of nails or screws, cutting or stringing of wires
shall be permitted, except with the prior written consent of Landlord, and as
Landlord may direct.  Tenant shall not install any resilient tile or similar
floor covering in the Premises except with the prior approval of Landlord.  The
use of cement or other similar adhesive material is expressly prohibited.

     14.  Landlord shall furnish two keys for each lock on exterior doors to the
Premises and shall, on Tenant's request and at Tenant's expense, provide
additional duplicate keys.  Tenant shall not make duplicate keys.  All keys
shall be returned to Landlord upon the termination of this Lease, and Tenant
shall give to Landlord explanations of the combinations of all safes, vaults and
combination locks remaining with the Premises.  Landlord may at all times keep a
pass key to the Premises.  All entrance doors to the Premises shall be left
closed at all times and left locked when the Premises are not in use.  Landlord
agrees to furnish to Tenant, at Landlord's expense, one hundred eighty five
(185) CardKeys for access to the Building during such times as the Building is
not open to the public.  Upon written request from Tenant, or other parties
authorized by Tenant, Landlord will furnish additional CardKeys to Tenant at
Tenant's expense.  Should any CardKeys be lost or stolen, Tenant will
immediately notify Landlord and Landlord will issue replacement CardKeys with a
different computer code number.  Such replacement CardKeys will be at Tenant's
expense.

     15.  Tenant shall give immediate notice to Landlord in case of theft,
unauthorized solicitation or accident in the Premises or in the Project or of
defects therein or in any fixtures or equipment, or of any known emergency in
the Project.

     16.  Tenant shall not use the Premises or permit the Premises to be used
for photographic, multilith or multigraph reproductions, except in connection
with its own business and not as a service for others without Landlord's prior
permission.

     17.  Tenant shall not use or permit any portion of the Premises to be used
as an office for a public stenographer or typist, offset printing, the sale of
liquor or tobacco, a barber or manicure shop, an employment bureau, a labor
union office, a doctor's or dentist's office, a dance or music studio, any type
of school, or for any use other than those specifically granted in this Lease.

     18.  Tenant shall not advertise for laborers giving the Premises as an
address, nor pay such laborers at a location in the Premises.

     19.  The requirements of Tenant will be attended to only upon application
of Landlord in the Building or at such other address as may be designated by
Landlord in the Lease.  Employees of Landlord shall not perform any work or do
anything outside of their regular duties, unless under special instructions from
the office of Landlord.

     20.  Tenant shall not place a load upon any floor of the Premises which
exceeds the load per square foot which such floor was designed to carry and
which is allowed by law.  Business machines and mechanical and electrical
equipment belonging to Tenant which cause noise, vibration, electrical or
magnetic interference, or any other nuisance that may be transmitted to the
structure or other portions of the Project or to the Premises to such a degree
as to be objectionable to Landlord or which interfere with the use or enjoyment
by other tenants of their premises or the public portions of the Project shall
be placed and maintained by Tenant, at Tenant's expense, in settings of cork,
rubber, spring type, or other vibration eliminators sufficient to eliminate
noise or vibration.

     21.  No awning, draperies, shutters or other interior or exterior window
coverings that are visible from the exterior of the Building or from the
exterior of the Premises within the Building may be installed by Tenant.

     22.  Tenant shall not place, install or operate within the Premises or any
other part of the Project any engine, stove, or machinery, or conduct mechanical
operations therein, without the written consent of Landlord.

     23.  No portion of the Premises or any part of the Project shall at any
time be used or occupied as sleeping or lodging quarters.

     24.  Tenant shall at all times keep the Premises neat and orderly.

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

     26.  Landlord reserves the right to exclude or expel from the Project any
person who, in the judgment of Landlord, is intoxicated or under the influence
of liquor or drugs, or who shall in any manner do any act in violation of any of
the Rules 


                                      26

<PAGE>


and Regulations of the Project.



     27.  Normal business hours shall be deemed to be 7:00 a.m. through
7:00 p.m. on weekdays and 8:00 a.m. through 1:00 p.m. on Saturdays,
exclusive of holidays.  Holidays shall, for purposes of this Lease, be deemed to
be New Year's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day,
Christmas Day and any other holidays commonly observed by landlords of
comparable buildings in the market area of the Project.


     28.  Landlord reserves the right, without the approval of Tenant, to
rescind, add to and amend any rules or regulations, to add new rules and
regulations, and to waive any rules or regulations with respect to any tenant or
tenants.

     29.  Tenant shall use no other method of heating or cooling than that
supplied by Landlord.


     30.  Tenant shall comply with all local and federal codes and ordinances.

     31.  Tenant and its agents, employees and invitees shall observe and comply
with the driving and parking signs and markers on the Project grounds and
surrounding areas.

     32.  No animals or birds shall be brought to or kept in or about the
Project.  


                                        27

<PAGE>


                                     EXHIBIT "D"

                                     WORK LETTER







                                         28

<PAGE>


















                                        29

<PAGE>












                                         30

<PAGE>












                                         31


<PAGE>


                                   EXHIBIT   D-1

                            BUILDING SHELL IMPROVEMENTS



Landlord shall, at Landlord's expense, furnish and install the following
building standard improvements in accordance with all applicable governmental
laws and regulations as follows:

1.   Building standard ceiling grid (2 x 4).

2.   Building standard parabolic light fixtures (up to one fixture per 80 usable
     square feet).

3.   Building standard ceiling tile.

4.   Building standard horizontal mini blinds on all perimeter windows.

5.   Building standard sprinkler system.  Tenant to pay for height adjustment
     and relocation/additions if required by code.

6.   Building standard air conditioning main ducts up to and including variable
     air volume (VAV) and fan-powered mixing boxes.   Tenant to pay for all
     ducts and devices downstream from main boxes (i.e. flexible ducts,
     diffusers, return-air grills, etc.).


                                       32

<PAGE>


                                     EXHIBIT "E"
                                          
                                      FORM OF

                          ACCEPTANCE OF PREMISES MEMORANDUM



This Acceptance of Premises Memorandum is being executed pursuant to that
certain Lease Agreement (the "Lease') dated the __________________  day of
_______________________________, 1999 between GRANITE TOWER, LTD. 
("Landlord") and CARREKER-ANTINORI, INC. ("Tenant"), pursuant to which Landlord
leased to Tenant and Tenant leased from Landlord certain space in the office
building located at 4055 VALLEY VIEW LANE in DALLAS, Texas (the "Building").
Landlord and Tenant hereby agree that:

1.   Landlord has fully completed all construction work required of Landlord
     under the terms of the Lease and the Work Letter attached thereto.

2.   The Premises are tenantable, Landlord has no further obligation for
     construction and Tenant acknowledges that the Building, the Premises and
     Tenant's Improvements are satisfactory in all respects, and are suitable
     for the Permitted Use.

3.   The Commencement Date of the Lease is the ________________________ day of
     ________________________________________, 1999. If the date set forth in 
     Section 1.01(g)of the  Lease  is different than the date set forth in the
     preceding sentence, then  Section 1.01(g) of the  Lease is hereby amended
     to be the Commencement Date set forth in the preceding sentence.

4.   The Expiration Date of the Lease is the ____________________________ day of
     _______________________________________________ 2010. If the date set forth
     in  Section 1.01(h) of the Lease  is different than the date set forth in
     the preceding sentence, then  Section 1.01(h) of the  Lease is hereby
     amended to be the Expiration Date set forth in the preceding sentence.

5.   Tenant acknowledges receipt of the current Rules and Regulations for the
     Building.

6.   Tenant represents to Landlord that Tenant has obtained a Certificate of
     Occupancy covering the Premises.

7.   All capitalized terms not defined herein shall have the meaning assigned to
     them in the Lease.

Agreed and Executed this __________________ day of ____________________, 1999.


               LANDLORD

               Granite Tower, Ltd.

               By:  Granite Properties, Inc.
               Its: General Partner





               By:
                         -------------------------
               Name:     James Kirchhoff
               Title:    Director of Marketing 


               TENANT

               Carreker-Antinori, Inc.





               By:                     
                         -------------------------
               Name:                   
                         -------------------------
               Title:                  
                         -------------------------


                                           33

<PAGE>


                                     EXHIBIT "F"

                                    PARKING GARAGE

     1.   In accordance with Section 1.01(d) of this Lease, Tenant shall not be
obligated to pay any parking charges under this Lease.  Tenant shall indemnify
and hold harmless Landlord from and against all claims, losses, liabilities,
damages, costs and expenses (including, but not limited to, attorneys' fees and
court costs) arising or alleged to arise out of Tenant's use of any such parking
spaces.  Tenant shall have no further rights to (a) any parking permit not taken
at the beginning of the original Term or (b) any parking permit taken at the
beginning of the original Term and thereafter released by Tenant or terminated
by Landlord for failure to comply with the other terms and conditions for the
leasing of such parking permit imposed by Landlord.  Upon the termination of
this Lease, Tenant's rights to the parking permits then being leased to Tenant
hereunder shall terminate. 

     2.      Tenant agrees to comply with all reasonable rules and regulations
now or hereafter established by Landlord relating to the use of the garage by
contract parking patrons.  A condition of any parking shall be compliance by the
parking patron with garage rules and regulations, including any sticker or other
identification system established by Landlord.  The following rules and
regulations are in effect until notice is given to Tenant of any change. 
Landlord reserves the right to modify the following rules and regulations and/or
adopt such other reasonable and nondiscriminatory rules and regulations for the
garage as Landlord deems necessary for the operation of the garage.  Landlord
may refuse to permit any person who violates the rules to park in the garage,
and any violation of the rules shall subject the car to removal.

                                RULES AND REGULATIONS

     1.   Cars must be parked entirely within the stall lines painted on the
floor.

     2.   All directional signs and arrows must be observed.

     3.   The speed limit shall be 5 miles per hour.

     4.   Parking is prohibited:

          (a)  in areas not striped for parking
          (b)  in aisles
          (c)  where "No Parking" signs are posted
          (d)  in cross hatched areas
          (e)  in such other areas as may be designated by Landlord or
               Landlord's agent(s).
          (f)  in Visitor, Delivery, Handicapped or other specially designated
               parking areas

     5.   Parking stickers or any other device or form of identification
supplied by Landlord shall remain the property of the Landlord and shall not be
transferable.  There will be a replacement charge payable by Tenant equal to the
amount posted from time to time by Landlord for loss of any magnetic parking
card or parking sticker.

     6.   Garage managers or attendants are not authorized to make or allow any
exceptions to these Rules and Regulations.

     7.   Every parker is required to park and lock his own car.  All
responsibility for damage to cars or persons is assumed by the parker.

     8.   No intermediate or full-size cars shall be parked in parking spaces
limited to compact cars.

     9.   All motorcycles/motorized bicycles are to be parked in the designated
motorcycle area, and will be removed from the property if not in the designated
area.

     Persistent failure on the part of Tenant or Tenant's designated parkers to
observe the rules and regulations above shall give Landlord the right to
terminate Tenant's right to use the parking areas.  No such termination shall
create any liability on Landlord or be deemed to interfere with Tenant's right
to quiet possession of the Premises.


                                  34

<PAGE>


                                    EXHIBIT "G"
                                          
                            OPERATING EXPENSE EXCLUSIONS



Notwithstanding any contrary provision in subsection 5.02A, "Operating Expenses"
shall not include any of the following:

(i)    Costs for which Landlord actually receives reimbursement by insurance,
       condemnation awards, warranties or otherwise.

(ii)   Expenses incurred in leasing or procuring new tenants, including
       advertising expenses or leasing commissions paid to agents of Landlord
       or other brokers.

(iii)  Costs (other than Permitted Capital Pass Through Costs) of renovating or
       constructing space for Tenant or other tenants or renovating space
       vacated by Tenant or other tenants.

(iv)   Income, capital stock, estate, inheritance, franchise or other taxes
       payable by Landlord unless the same shall have been levied as a
       substitute for or supplement of real property taxes.

(v)    Depreciation of the Building or Landlord's personal property at the
       Building.

(vi)   Interest on debt or amortization payments on any mortgage or deed of
       trust, rental under any prime lease or similar rental under any other
       superior lease or sublease.

(vii)  Any wages, salaries or other compensation paid to any employee not
       employed for or on behalf of the Building. To the extent wages, salaries
       or other compensation are billed to the Building for any employee not
       employed by Landlord full time on behalf of the Building, Landlord shall
       reasonably prorate such employees time and bill to the Building only
       such time as the employee reasonably devotes to the Building or Building
       operations.

(viii) Dividends paid by Landlord.

(ix)   Costs (other than Permitted Capital Pass Through Costs) of alterations
       and capital improvements which could not be expenses under generally
       accepted accounting principles.

(x)    The costs incurred to remove or otherwise abate asbestos or asbestos
       containing materials from the Building.

(xi)   That portion of any payment made to an affiliate of Landlord that is in
       excess of the amount which would have been paid in the absence of such
       relationship.

(xii)  the costs for repairs or maintenance that are reimbursed by others,
       including, without limitation, reimbursement made on warranty claims.

(xiii) Repair and/or replacement costs to Building equipment arising from Year
       2000 equipment failure.


                                     35

<PAGE>

                                    EXHIBIT "H"
                                          
                                   USE BY TENANT
                                          
                                          
The Premises are to be used and occupied by Lessee solely for general office
purposes and for the following ancillary purposes or uses.

(i)    cafeterias, kitchens, pantries and dining rooms for the preparation and
       serving of food and beverages to employees and guests of Lessee;

(ii)   vending machines and snack bars for the sale of food, confections, non-
       alcoholic beverages, newspapers and other convenience items to employees
       of lessee:

(iii)  business machines, equipment for printing, producing and reproducing
       forms, circulars and other materials used in connection with the conduct
       of Lessee's business, and equipment for the production of such
       blueprints, photostats and other material as Lessee may require for the
       transaction of its business, but not for sale to others;

(iv)   libraries for employees of Lessee;

(v)    computer and other electronic data processing equipment;

(vi)   conference rooms;

(vii)  training rooms for employees and clients of Lessee;

(viii) facilities for storage of equipment and supplies in connection with the
       foregoing;

(ix)   safe and vault area;

(x)    audio-visual and closed circuit television facilities located entirely
       within the interior of the Premises; and

(xi)   radio and other electronic communication facilities located entirely
       within the interior of the Premises.


                                  36

<PAGE>


                                    EXHIBIT "I'
                                          
                              CLEANING SPECIFICATIONS
                                           

                                           
Janitorial services are to be performed nightly Monday through Friday or Sunday
through Thursday, five (5) days per week.  Services to be furnished shall
include, but not be limited to: all office areas, including service areas, all
restrooms  (private and public), all stairways, all elevators and elevator
lobbies, and all entrance walkways (plaza). 


I.   GENERAL CLEANING, FIVE DAYS PER WEEK:

     A.   All carpeting will be vacuumed and spot cleaned. 

     B.   Empty and clean all wastebaskets, sand urns, ash trays, etc.; damp
          dust or wet wipe and dry polish as necessary.  (Liners will be placed
          in receptacles and wastebaskets and replaced as needed.)

     C.   Remove all trash and wastepaper to designated collection points.  Bag
          trash and non-bag trash will be placed in designated area. 

     D.   All HORIZONTAL surfaces of desks, other furniture and file cabinets
          should be dusted with clean dry cloth as necessary.  Personal items,
          papers, folders, etc. will NOT be moved in order to avoid misplacement
          or breakage.  NOTE:  Computer keyboards will not be dusted.

     E.   All chairs will be dusted and replaced around desks and conference
          tables.

     F.   Drinking fountains will be cleaned and disinfected, and all exposed
          metal shall be polished and kept free of foreign matter.  
               
     G.   All interior doors and partition panels will be cleaned to remove
          smudge marks and dust.
               
     H.   All glass doors, windows around front and rear entrances and glass
          panels will be cleaned and polished.

     I.   Vacuum entrance mats nightly.

     J.   Wash and polish all restroom mirrors, powder shelves, bright work,
          dispensers, etc.

     K.   Clean and sanitize all restroom fixtures.  Toilet, wash basins,
          urinals, shower walls, and floors to be kept free of scale and mildew.
          Wash and sanitize top and underside of toilet seats and benches.

     L.   Refill soap, towel, and tissue containers, and holders.

     M.   Wipe down toilet partitions and counters and walls around wash basins.

     N.   Mop all restroom and shower room floors.

     O.   Mop hard surfaced floors.

     P.   Mop outside main lobby entrances.

     Q.   Sweep outside loading dock truck area.

     R.   Dust mop and sweep loading dock and service elevator area.

     S.   Wipe clean window sills.

     T.   Empty and sanitize all receptacles and sanitary disposals.

     U.   Clean building directory and remove fingerprints and smudges.

     V.   All counter tops of wet bar areas will be wiped down nightly and sinks
          will be cleaned if free of dishes.

     
II.  GENERAL CLEANING - WEEKLY

     A.   Vacuum upholstery in executive areas.


                                       37

<PAGE>


     B.   Spray buff hard tile floors.

     C.   Machine scrub, wash, buff all resilient tile, and concrete floors.

     D.   Wash down with disinfectant all ceramic tile walls, toilet partitions,
          ledges and sills in restrooms.

     E.   Wash all door glass and sidelights.

     F.   Paneled walls will be dusted with a clean dry cloth.

     G.   Loading dock will be hosed down and cleaned of all foreign matter.

     H.   Sweep and dust service elevator lobbies.
          
III. GENERAL CLEANING - MONTHLY

     A.   Dust all cabinets, files, chairs, chair rails, paneling, sills, trim
          and baseboards.

     B.   Dust pictures, frames and picture glass.

     C.   Dust exterior of lighting fixtures and air conditioning grills.

     D.   Venetian blinds are to be dusted or vacuumed.

     E.   Remove high cobwebs from all entry areas.

IV.  GENERAL CLEANING - QUARTERLY

     A.   Dust and spot clean where necessary all vertical surfaces such as
          walls, partitions, ventilating louvers, and other surfaces not reached
          in nightly or monthly cleaning.

     B.   High dust (ladder required) all shelves, cabinets and other objects in
          tenant offices.

     C.   Vacuum upholstery and draperies.

          
V.   ELEVATOR CLEANING

     A.   Elevator carpet will be vacuumed daily, spot cleaned as required, and
          shampooed monthly.

     B.   Exterior doors and trim will be dusted and fingerprint and smudges
          removed daily.
          
     C.   Thresholds will be cleaned and polished as needed.

     D.   Fingerprints and smudges will be removed daily from the interior metal
          doors and panels.  

     E.   Elevator thresholds will be brushed clean and polished daily.


VI.  FLOOR CLEANING

     A.   Hard Surface (granite included)

          1.   Tenant areas:  Dust mop and mop nightly.

          2.   Restroom floors:  Strip and reseal monthly, keep grout clean at
               all times.

          3.   Scrub and polish door thresholds daily.

     D.  Carpet Floors

          1.   Thorough nightly vacuuming.

          2.   Spot removal as required.
     
     F.  Outside Sidewalks

          1.   Police and sweep as required.

          2.   Sweep and hose down monthly, per managers instructions.


                                  38

<PAGE>


VII. WINDOW CLEANING

VIII. SPECIAL RULES AND REGULATIONS

     A.   No computer should ever be unplugged.  If lamps, etc. are unplugged so
          outlet may be used for vacuuming, all unplugged items should be re-
          plugged and left as originally found.

     B.   Vending machines, refrigerators, microwave ovens, etc. in tenant
          spaces are not to be used by the cleaning crew.  No eating is allowed
          in tenant space or common areas.

     C.   Telephones may not be used by cleaning crew, except by cleaning
          supervisor, who may use management office or security desk telephones
          for business or emergency calls only.

     D.   No radios or other personal property of tenants may be used by
          cleaning crew.

     E.   Cleaning crew will work behind closed doors when possible.  All
          exterior suite doors will be closed and locked while cleaning is being
          performed.

     F.   Cleaning crew shall perform all work Monday through Friday or Sunday
          through Thursday commencing at 6:00 p.m. and completing no later than
          7:00 am.

     G.   Cleaning crew shall observe the same holidays observed by the
          building.  Cleaning crew will work on holidays that the building is
          open for normal business.

     H.   Unless the Tenant is in the office, cleaning personnel will turn off
          all lights and lock all lockable tenant and common area doors when
          cleaning is complete.


                                   39

<PAGE>


                                   EXHIBIT "J"
                                          
                   REGISTRATION AND STANDARD COMMISSION AGREEMENT


STATE OF TEXAS
COUNTY OF DALLAS


THIS AGREEMENT, entered into by and between GRANITE TOWER, LTD.  (herein
referred to as "Landlord"), and THE AMEND GROUP  (referred to as "Broker").

WHEREAS, Broker desires to assist Landlord in negotiating and consummating a
lease (the "Lease Agreement") between Landlord and CARREKER-ANTINORI, INC. 
(herein after referred to as "Prospect"), to be located at 4055 VALLEY VIEW
LANE, Dallas, Texas (the "Building"); and

WHEREAS, Broker and Landlord hereby and herein desire to agree upon the terms
and conditions upon which Landlord shall pay Broker a commission for such
services; and

WHEREAS, Broker is a Real Estate Broker duly licensed under the Texas Real
Estate License Act.

NOW THEREFORE, Broker and Landlord agree as follows:

1.   REGISTRATION

Landlord and Broker agree that Broker has registered Prospect with Landlord by a
written authorization letter from Prospect which has been received by Landlord. 

2.   COMMISSION

     (A)  ORIGINAL SPACE.  In the event, and only in the event Landlord and
Prospect execute a lease agreement covering space in the Building ( the "Lease
Agreement") while this Agreement is in effect, Landlord agrees to pay Broker a
commission equal to FOUR AND ONE-HALF PERCENT (4.5%) of the "Basic Rent"
(hereinafter defined) payable to Landlord by Prospect under the Lease Agreement
during the primary term thereof (the "Commission").

     (B)  EXPANSION SPACE. In the event Prospect increases the amount of space
in the Building it leases from Landlord, Landlord agrees to pay Broker a
commission equal to four and one-half percent (4.5%) of the "Basic Rent" paid to
Landlord during the primary term of the Lease Agreement attributable to such
space (the "Expansion Space Commission"). 

     (C)  RENEWAL SPACE. In the event Prospect renews or extends the Lease
Agreement beyond the primary term of the Lease Agreement, Landlord agrees to pay
Broker a commission equal to FOUR AND ONE-HALF PERCENT  (4.5%) of the "Basic
Rent" paid to Landlord during the renewal term of the Lease Agreement
attributable to such space (the "Renewal Space Commission").

Expansion Space Commissions and Renewal Space Commissions will be paid to
Broker only upon the condition that Prospect agrees in the Lease Agreement that
Tenant will indemnify Landlord from any claims or assertions by any third party
broker that such third party broker is entitled to any commission or other
compensation with respect to any such expansion or renewal.  In the event that
Tenant is unwilling to agree to such indemnity provisions in the Lease
Agreement, Landlord shall still be entitled to enter into the Lease Agreement
with Tenant and Broker shall be entitled to an Expansion Space Commission or a
Renewal Space Commission hereunder ONLY IF Tenant has notified Landlord in
writing that Broker is representing Tenant specifically with respect to such
renewal of expansion.  

     
     (D)  PAYMENT TERMS.  The commission shall be payable by Landlord to Broker.
Landlord shall pay such commission or portion thereof to Broker in two (2) equal
installments as follows:

     (1)  Fifty percent (50%) of the commission shall be payable upon the
          receipt and acceptance by Landlord of (i) copy of the Lease which has
          been fully executed by Landlord and Tenant.

     (2)  The balance of the commission shall be due and payable upon (i)
          Tenant's occupancy and full acceptance of the premises subject to the
          Lease and (ii) Tenant's payment of the entire balance 


                                   40

<PAGE>


          of any construction cost then due.

The Expansion Space Commission shall be payable by Landlord to Broker, if at
all, in the same manner described above.  The Renewal Space Commission shall be
payable, if at all, upon the commencement of the applicable renewal term.   

     (D)  BASIC RENT.  The "Basic Rent" payable under the Lease Agreement shall
be calculated by adding the total amount of "base rent" or "basic rent" (as
described in the Lease Agreement) which is due and payable during the primary
lease term of the Lease, and excluding therefrom (and subtracting therefrom
where appropriate) the following items:

     (1)  Cash, credits, deferments, or abatements of rent;
     (2)  Escalations in excess of the original basic rent payable;
     (3)  An amount equal to the amortization of leasehold improvements in
               excess of Building Standard finish;
     (4)  Cancellation or penalty payments with respect to termination of the
          Lease Agreement;
     (5)  Late payment charges;
     (6)  Sums designated as "additional rent" under the Lease Agreement;
     (7)  Reimbursements to Landlord for advances made pursuant to the Lease
          Agreement;
     (8)  Percentage rent (on retail businesses);
     (9)  Rent or other charges for parking and electricity;
     (10) Security deposits (including any amounts necessary to restore any
          security deposit after application of same pursuant to the Lease
          Agreement);
     (11) Rent for services of facilities available to Tenant at locations other
          than the Demised Premises covered by the Lease Agreement;
     (12) Rent credited to Tenant by reason of Landlord's assumption or takeover
          of Prospect's obligations under any other lease and/or Landlord
          takeback;
     (14) Landlord's assumption of Prospect's obligations and/or costs,
          including but not limited to rent escalation, brokerage commissions,
          leasehold improvements and all other direct expense and obligations
          under any lease or leases covering any space occupied by Prospect in
          the Building or other buildings ("Present Space")  or requirements by
          Landlord to indemnify Prospect as to any obligations  respecting such
          Present Space;
     (15) Additional rentals for special tenant services over and above normal;
          and 
     (16) Rentals payable upon a temporary lease or continuation of a tenancy of
          a month-to-month or statutory basis.

3.   Intentionally deleted.

4.   This Agreement shall continue in effect for one hundred eighty (180) days
after the date hereof and will  be extended by Landlord only if Broker shows
reasonable evidence satisfactory to Landlord that Broker is actively pursuing
the execution of a lease between Landlord and Prospect.



5.   If any Lease Agreement has a cancellation provision during any given Lease
year and the cancellation penalty does not reimburse Landlord for unamortized
commission on the term of the lease to be canceled, the "Base Rent" upon which
the Commission is calculated shall be equal to the Basic Rent payable on or
before the date of such cancellation.  In the event the cancellation option is
not exercised and the cancellation penalty does not reimburse Landlord for
unamortized commission on the term of the lease to be canceled, Landlord shall
make a cash payment to Broker equal to the Commission due on the amount of Basic
Rent payable pursuant to the Lease after the date the cancellation options
expires.

6.   Except as otherwise herein provided, all rights and obligations hereunder
shall be binding upon and insure to the benefit of the successors, assigns,
heirs, administrators, and personal representatives of the Landlord and Broker.

7.   If, for any reason whatsoever, a Lease is not entered into between Landlord
and Prospect for space in the Building within the time period specified above,
then no commission whatsoever shall be deemed to be due or earned, or shall be
paid to Broker or any other Broker by Landlord, and Landlord is and shall in
such event be relieved from any responsibility or liability for the payment of
any and all commissions, claims, or changes of any kind or character.

8.   This Agreement shall be construed under and in accordance with the laws of
the State of Texas.  All monetary and other obligations hereunder are
performable in Dallas County, Texas, and venue for any action in connection
herewith shall be in Dallas County, Texas.


                                         41

<PAGE>


9.   No consent or waiver, expressed or implied, by any party hereto of or to
any breech or default by any other party hereunder, shall be deemed or construed
to be a consent or waiver of or to any other breech or default hereunder of the
same or any obligations of such parties.  Failure on the part of any party
hereto to complain of any act of the other party or to declare the other party
in default hereunder irrespective of how long such failure continues, shall not
constitute a waiver by such party of its rights hereunder.


10.  This Agreement contains the entire agreement of the parties hereto and it
may not be changed or modified orally, but only by a written instrument signed
by a duly authorized officer of the parties hereto.

11.  In the event any one or more of the provisions contained in this Agreement
shall, for any reason, be held to be invalid, illegal, or unenforceable in any
respect, such invalidity, illegality or unenforceability shall not affect any
other provision hereof and this Agreement shall be construed as if such invalid,
illegal or unenforceable provision has never been contained in this Agreement.

12.  All notices, requests and other communications under this Agreement shall
be in writing and shall be delivered in person or sent by Certified Mail, Return
Receipt Requested, addressed  as follows:

     If to Landlord:     Granite Properties, Inc.
                         4099 McEwen, Suite 370
                         Dallas, Texas  75244

     If to Broker:       The Amend Group
                         8150 North Central Expressway
                         Suite 1100
                         Dallas, TX 75206
                    

13.  Intentionally deleted..

14.  Landlord's liability to Broker for all agreements contained herein shall be
limited to Landlord's interest in the Building.

15.  This Agreement is executed in multiple original counterparts, each of which
shall be deemed an original, but together shall constitute one and the same
instrument.

16.  Intentionally deleted.

17.  In the event of sale or transfer of the Building, Landlord shall remain
liable for all terms and conditions of this agreement unless and until the
purchaser or assign(s) assumes all obligations herein.

EXECUTED THIS THE ________________ DAY OF ______________________ 1999.

BROKER:  The Amend Group                LANDLORD:   Granite Tower, Ltd. 
                                        By:  Granite Properties, Inc.



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

Name:  John T. Amend               Name:  Jim Kirchhoff           
      ----------------------             ---------------------------
Title: President                   Title: Director of Marketing    
      ----------------------             ---------------------------
Tax ID Number:                                  
              --------------
Broker ID Number:                             
                 -----------


                                 42

<PAGE>


                                    EXHIBIT "K"
                                          
                                  SIGNAGE LOCATIONS










                                         43

<PAGE>


                                      RIDER 1
                                          
                                   RENEWAL OPTION
                                          
                                          
1.   If, and only if, on the Expiration Date and the date Tenant notifies
     Landlord of its intention to renew the term of this Lease (as provided
     below), (i) Tenant is not currently in default under this Lease, (ii)
     Tenant then occupies at least one (1) full floor of  the original Premises
     and (iii) this Lease is in full force and effect, then Tenant, but not any
     assignee or subtenant of Tenant, shall have and may exercise an option to
     renew this Lease for two (2) consecutive additional term of FIVE  (5)
     years each (hereinafter referred to as a "Renewal Term") upon the same
     terms and conditions contained in this Lease with the exceptions that (x)
     after the second (2nd) Renewal Term, this Lease shall not be further
     available for renewal, and (y) the rental for each Renewal Term shall be
     the "Renewal Rental Rate" with respect to such Renewal Term. The Renewal
     Rental Rate with respect to each Renewal Term is hereby defined to mean the
     then prevailing rents (including, without limitation, those similar to the
     Basic Annual Rent and Additional Rent) payable by renewal tenants having a
     credit standing substantially similar to that of Tenant, for properties of
     equivalent quality, size, utility and location as the Premises, including
     any additions thereto, located within the area described below and leased
     for a renewal term approximately equal to the Renewal Term. The Renewal
     Rental Rate will take into consideration the tenant inducements offered in
     the such renewal transactions considered by Landlord in determining the
     Renewal Rental Rate.

2.   If Tenant desires to renew this Lease, Tenant must notify Landlord in
     writing (the "Renewal Notice") of its intention to renew on or before the
     date which is at least NINE (9) months but no more than twelve (12) months
     prior to the Expiration Date (as same may have been extended). Landlord
     shall, within the next sixty (60) days, notify Tenant in writing (the
     "Market Rent Notice") of Landlord's determination of the Renewal Rental
     Rate with respect to such Renewal Term. If Lessee agrees with the Renewal
     Rental Rate quoted by Lessor in the Market Rent Notice, Lessee may accept
     such rental rate by delivering written notice thereof to Lessor within
     fifteen (15) days after receipt of the Market Rent Notice.  If Lessee
     disagrees with the rental rate quoted  by Lessor in the Market Rent Notice,
     or if Lessor fails to deliver the Market Rent Notice within the sixty (60)
     day period required above, Lessee may elect, by delivering written notice
     thereof (an "Appraisal Notice") to Lessor in the manner provided below, to
     have the fair market base rent determined by the appraisal process set
     forth in paragraph 3 hereinbelow.  The Appraisal Notice must be delivered
     by Lessee to Lessor, if at all (a) within fifteen 15 days after Lessee's
     receipt of the Market Rent Notice, or (b) if Lessor fails to deliver the
     Market Rent Notice within the prescribed time period, within seventy-five
     (75) days after the date of the Renewal Notice.  If Lessee fails, within
     the applicable prescribed time periods, to either (i) accept Lessor's
     proposed Renewal Rental Rate, or (ii) deliver the Appraisal Notice, Lessee
     shall be deemed to have accepted Lessor's proposed Renewal Rental Rate.

3.   If Lessee delivers to Lessor an Appraisal Notice pursuant to Paragraph 2
     above, the provisions of this Paragraph 3 shall apply.  Within fifteen (15)
     days after delivery to Lessor of an Appraisal Notice, each party at its
     cost and by giving notice to the other party, shall appoint an MAI-
     certified real estate appraiser with at least five (5) years experience
     appraising similar commercial properties in Dallas County, Texas to
     appraise and set the fair market base rent for the Premises for the
     applicable Renewal Term.  The appraisal shall be based upon the market rent
     for comparable office space in comparable buildings in the LBJ/North Dallas
     market, taking into account all relevant factors with respect to the
     Renewal Terms, including condition and size of the Premises, length of
     term, creditworthiness of Tenant, extent of leasehold improvements, the
     basis for payment of taxes, operating expenses, electricity, and other
     factors affecting rent in the market.  If either party fails to appoint an
     appraiser within the allotted time, the single appraiser appointed by the
     other party shall be the sole appraiser.  If an appraiser is appointed by
     each party and the appraisers so appointed are unable to agree upon the
     Renewal Rental Rate within thirty (30) days after the appointment of the
     second, they shall appoint a third similarly qualified appraiser within ten
     (10) days after the expiration of such thirty (30) day period; if they are
     unable to agree upon a third appraiser, either party may, upon not less
     than five (5) days notice to the other party, apply to the Presiding Judge
     of any Dallas County state court for the appointment of a third similarly
     qualified appraiser.  Each party shall bear its own legal fees in
     connection with the appointment of the third appraiser and shall bear one-
     half of any other cost of appointment of third appraiser and of such third
     appraiser's fee.  The third appraiser, however selected, shall be a person
     who has not previously acted for either party in any capacity.  Within
     twenty (20) days after the appointment of the third appraiser, the two fair
     market rentals that are nearest to one another in amount shall be added
     together, divided by two, and the resulting quotient shall be the Renewal
     Rental Rate for the Premises for the applicable Renewal Term, which
     determination shall be binding on the parties and shall be enforceable in
     any further proceedings relating to this Lease.

4.   Notwithstanding anything contained in this Rider 1 to the contrary, if
Tenant fails to deliver written notice indicating whether or not it elects to
extend at least nine (9) months prior to the expiration of the term of this
Lease (as same may have been extended), Tenant shall be deemed to have elected
not to extend this Lease beyond the current term hereof, and Tenant's option to
extend (and any remaining unexercised options to extend) shall be void.

3.   Intentionally deleted.


                                     44

<PAGE>


                                      RIDER 2

                         CAP ON CERTAIN OPERATING EXPENSES



For the purpose of determining Additional Rent, Operating Expenses (exclusive of
the Non-Capped Operating Expenses, as hereinafter defined) for any calendar year
shall not be increased over the amount of Operating Expenses (exclusive of Non-
Capped Operating Expenses) during the calendar year in which the term of this
Lease commences by more than SEVEN percent (7%) per year.   It is
understood and agreed that there shall be no cap on Non-Capped Operating
Expenses, which are hereby defined to mean all Utility Expenses, Real Estate
Taxes and Insurance Premiums.


                                       45

<PAGE>


                                      RIDER 3
                                          
                                      SIGNAGE


Landlord hereby grants Tenant the exclusive right, at Tenant's sole cost and
expense, to display Tenant's name and corporate emblem on the exterior portion
above the tenth floor on the Building facade at two (2) locations shown on
Exhibit "K" to be approved by Landlord which shall not be unreasonably withheld
and shall be deemed to be approved if not withheld in writing within ten (10)
days after Tenant gives Landlord a written request for such consent.  Landlord
reserves the right to approve style, type of construction, color size and
location of any such sign.  Landlord's approval shall be submitted to Tenant in
writing after receipt by Landlord of Tenant's request accompanied by drawings,
schematics and site location for said signage together with any applicable plans
and specifications for review.  Installation shall be subject to: (i) Tenant's
receipt of all necessary governmental permits and approvals, (ii) Landlord's
written consent as provided above and (iii) supervision by Landlord of
installation.  Notwithstanding anything to the contrary, Landlord reserves the
right to offer lower spandrel signage to a third party tenant.

Tenant agrees to maintain such signage during the Term of this Lease and remove
any exterior building signage installed by Tenant at Tenant's sole cost and
expense when the Premises are vacated or the Lease Term is terminated or
otherwise, canceled and to restore the exterior of the Building to the original
condition, reasonable wear and tear accepted.  Any subletting or assignment
shall terminate, so long as Tenant or an affiliate is in occupancy of at least
one (1) floor,  Tenant's signage rights contained herein.  Tenant shall have the
rights contained herein only so long as Tenant is not in default of this Lease.


                                       46

<PAGE>


                                      RIDER 4
                                          
                TENANT'S RIGHT OF FIRST REFUSAL AND EXPANSION OPTION


A.   For purposes of this Rider 4, the area within the Building described on
     SCHEDULE A attached to this Rider is hereinafter referred to as the "ROFR
     Space".  Prior to leasing any of the ROFR Space to a party other than
     Tenant, Landlord shall deliver to Tenant a written statement ("Statement")
     which shall reflect the basic terms upon which Landlord is then intending
     to lease all or a portion of the ROFR Space to a prospective tenant (the
     portion of the ROFR Space that is the subject of such Statement is
     hereinafter referred to as the "Subject ROFR Space"), such as rent, term,
     finish allowances, tenant inducements and the description of the Subject
     ROFR Space. Tenant shall have five (5) days after receipt of the Statement
     within which to notify Landlord in writing that it desires to lease the
     Subject ROFR Space upon the terms and conditions contained in the Statement
     provided, however, (I) if Tenant notifies Landlord of its election to lease
     the Subject ROFR Space within two (2) years after the Commencement Date,
     Tenant shall lease the Subject ROFR Space (which shall thereafter be part
     of the Premises) for the number of months remaining for the Primary Term of
     this Lease, and upon the same terms and conditions set forth for the
     original Premises (including the same Base Rent payable for the original
     Premises during the remainder of the Primary Term, except that (i) the
     Finish Allowance of $27.50 per square feet payable by Landlord shall be
     reduced in direct proportion to the number of months remaining on the
     Primary Term as of Landlord's estimated delivery date of the Subject ROFR
     Space to Tenant and (ii) Tenant shall be entitled to four (4) parking
     spaces for each one thousand (1,000) rentable square feet of such Subject
     ROFR Space being added to the Premises, of which seventy-five percent (75%)
     shall be located in the Parking Garage and the remainder shall be located
     on the surface lot  (all such parking spaces shall be at no cost to Tenant
     provided, however, Landlord agrees that, on a month-to-month basis, the
     foregoing percentage of seventy-five percent (75%) shall be increased to
     eighty-four (84%), and provided further that, if in Landlord's reasonable
     opinion, it becomes necessary that such additional parking spaces shall be
     required to lease the remainder of the Building, Landlord may, upon thirty
     (30) days prior written notice to Tenant reduce such percentage to seventy-
     five percent (75%); and (II) if Tenant notifies Landlord of its election to
     lease the Subject ROFR Space after the second (2nd) anniversary of the
     Commencement Date but prior to the sixth (6th) anniversary of the
     Commencement Date, Tenant shall lease the Subject ROFR Space upon the same
     terms set forth in (I) immediately preceding, except that the rate of Base
     Rent, the amount of the Finish Allowance and the other terms and allowances
     shall be determined by Landlord in its good faith discretion and shall be
     based upon the then current market conditions for comparable office space
     in comparable buildings in the LBJ/North Dallas market, taking into account
     all relevant factors such as condition and size of the Subject ROFR Space,
     length of term, creditworthiness of Tenant, basis for payment of operating
     expenses and other relevant factors.  Failure by Tenant to notify Landlord
     within such five (5) day period shall be deemed an election by Tenant not
     to lease the Subject ROFR Space and Landlord shall thereafter have the
     right to lease such subject ROFR Space upon substantially the same terms
     described in the Statement to a third party.  In the event that Landlord
     does not enter into a lease with respect to such Subject ROFR Space within
     one hundred eighty (180) days after the date of the Statement, Tenant's
     rights under this Rider 4 shall automatically be reinstated with respect to
     such Subject ROFR Space.

B.1  So long as Landlord has not theretofore leased all of the ROFR Space to
     Tenant or to another party, Tenant shall have the option (the "Expansion
     Option") to lease all or any portion of the then unleased portion of the
     ROFR Space pursuant to the terms of this Lease; provided, however, Tenant
     must lease the ROFR Space in sufficient quantity such that any unleased
     portions of the ROFR Space shall, in Landlord's reasonable determination,
     be in a commercially leasable size and configuration.  Tenant must exercise
     the Expansion Option, by delivering written notice to Landlord. If Tenant
     exercises the Expansion Option within two (2) years after the Commencement
     Date, Tenant shall lease the designated portion of the ROFR Space upon the
     same terms and conditions set forth in the Lease for the remainder of the
     Primary Term (including the same Base Rent payable for the original
     Premises during the remainder of the Primary Term), except that (i) the
     Finish Allowance of $27.50 per square foot payable by Landlord respect to 
     such ROFR Space shall be reduced in proportion to the number of months
     remaining on the Primary Term as of Landlord's estimate of the date of
     delivery of such ROFR Space to Tenant, and (ii) Tenant shall be entitled to
     four (4) parking spaces for each one thousand (1,000) rentable square feet
     of such ROFR Space being added to the Premises, of which seventy-five
     percent (75%) of such spaces shall be located in the Parking Garage and the
     remaining twenty-five percent (25%) shall be located on the surface parking
     lot provided, however, Landlord agrees that, on a month-to-month basis, the
     foregoing percentage of seventy-five percent (75%) shall be increased to
     eighty-four (84%), and provided further that, if in Landlord's reasonable
     opinion, it becomes necessary that such additional parking spaces shall be
     required to lease the remainder of the Building, Landlord may, upon thirty
     (30) days prior written notice to Tenant reduce such percentage to seventy-
     five percent (75%).  All such parking spaces shall be at no cost to Tenant.

B.2  If Tenant exercises the Expansion Option after the second (2nd) anniversary
     of the Commencement Date, Tenant shall lease the designated portion of the
     ROFR Space on the same terms and conditions as set forth in B.1 of this
     Rider 4 for the remainder of the Primary Term, except that the rate of Base
     Rent, Tenant Allowance and other terms and allowances shall be determined
     by Landlord in its good faith discretion and shall be based upon the then
     current market conditions for comparable office space in comparable
     buildings in the LBJ/North Dallas market, taking into account all relevant
     factors such as condition and size of the designated portion of the ROFR
     Space, length of term, creditworthiness of Tenant, basis for payment of
     operating expenses and other relevant factors.  


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C.   If at any time during the first two (2) years of the term of this Lease,
     Landlord has leased Subject ROFR Space to parties other than Tenant
     containing (in the aggregate) more than 12,500 square feet of rentable
     area, Landlord shall, to the extent available, designate certain portions
     of the Available Space (as hereinafter defined) as replacement ROFR Space,
     which such designated Available space shall thereafter be part of the ROFR
     Space for purposes of this Rider 4, subject to and upon the following terms
     and conditions:

     1.   As used in this Rider 4, "Available Space" shall mean such leaseable
          areas of floors 2 through 6 of the Building, if any, that at the time
          are not subject to a lease agreement, option, or other contractual
          right or agreement with any party other than Tenant.

     2.   For each 12,500 square foot increment of Subject ROFR Space (but not
          smaller increments thereof) leased to parties other than Tenant
          pursuant to Paragraph A of this Rider 4, Landlord shall designate
          12,500 square feet of Available Space as replacement ROFR Space;
          provided, however, if the then largest continuous block of Available
          Space is less than 12,500 square feet of rentable area, Landlord shall
          designate such largest contiguous block of Available Space as
          replacement ROFR Space (even though less than 12,500 square feet). 


     3.   The terms of this Paragraph C of this Rider 4 shall automatically
          terminate as of the second (2nd) anniversary of the Commencement Date.

D.   So long as Tenant has theretofore leased in aggregate a minimum of 95,720
     square feet in the Building, Tenant shall have the option, which must be
     exercised (if at all) by the delivery of written notice to Landlord between
     the second (2nd) and third (3rd) anniversaries of the Commencement Date, to
     require that Landlord designate, to the extent available, the then largest
     contiguous block of Available Space as replacement ROFR Space (but not to
     exceed 25,000 square feet).  If Tenant timely exercises such option,
     Landlord shall notify Tenant of the designation of such replacement ROFR
     space within ten (10) days following receipt of Tenant's written notice. 
     Therefore, such replacement ROFR Space shall be subject to the terms and
     conditions of Paragraphs A, B.1, and B.2 of this Rider 4 (any leasing by
     Tenant of any such replacement ROFR Space shall therefore occur after the
     second anniversary of the Commencement Date and the lease terms applicable
     thereto shall be determined accordingly).

E.   Notwithstanding any provision or inference in this Rider to the contrary,
     Tenant's rights under this Rider 4 shall expire and be of no further force
     or effect upon the earlier of (i) the expiration or earlier termination of
     the Primary Term of this Lease, or (ii) the occurrence of a Default by
     Tenant under this Lease.
     
F.   Any assignment or subletting by Tenant of more than one (1) full floor of
     the original Premises, other than to an affiliate of Tenant, or a Default
     by Tenant under this Lease, shall terminate Tenant's rights under this
     Rider 4. 

G.   Landlord will use commercially reasonable efforts to present the Available
     Space on floors 2-6 of the Building to prospective tenants prior the ROFR
     Space; provided, however, Landlord shall have no obligation to lease any
     available space in the Building prior to leasing the ROFR Space.


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                                    SCHEDULE "A"
                                          
                            RIGHT OF FIRST REFUSAL SPACE
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                                    SCHEDULE "A"
                                          
                            RIGHT OF FIRST REFUSAL SPACE
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