EXHIBIT 10.38

                                  PHOENIX TOWER


                          OFFICE SPACE LEASE AGREEMENT

                                 BY AND BETWEEN

               UTAH STATE RETIREMENT INVESTMENT FUND, AS LANDLORD

                                       AND

                             BANK UNITED, AS TENANT



                          DATED AS OF NOVEMBER 21, 1997
<PAGE>
                               TABLE OF CONTENTS

      I......................................................................1
            1.1   Leased Premises............................................1

            1.2   Term.......................................................4
            1.3   Use........................................................5
            1.4   ATM Machines...............................................5
            1.5   Use of Lobby...............................................7
            1.6   Renewal Option.............................................7
            1.7   Preferential Right to Lease................................7
            1.8   Right to Terminate.........................................7
            1.9   Right to Contract..........................................7
            1.10  Exclusive Retail Banking Operation.........................7

      II.....................................................................8
            2.1   Rental Payments. ..........................................8
            2.2   Payment....................................................9
            2.3   Tenant's Additional Rental.................................9
            2.4   Operating Expenses........................................10
            2.5   Tax Protests..............................................18
            2.6   Termination of Old Lease and ATM Agreement................18

      III...................................................................18
            3.1   Services..................................................18
            3.2   Keys and Locks............................................23
            3.3   Tenant's Access Control Equipment.........................23
            3.4   Signage/Graphics; Identity................................23
            3.5   Parking...................................................26

      IV....................................................................29
            4.1   Care of the Leased Premises...............................29
            4.2   Entry for Repairs and Inspection..........................29
            4.3   No Nuisance...............................................30
            4.4   Laws and Regulations; Building Rules and Regulations......30
            4.5   Americans With Disabilities Act; Clean Air Act; Texas 
                  Architectural Barriers Act................................30
            4.6   Legal Use and Violations of Insurance Coverage............31
            4.7   Environmental Matters.....................................31
            4.8   Window Coverings..........................................32
            4.9   NO WARRANTIES.............................................32

                                    -i-
<PAGE>
      V.....................................................................33
            5.1   Leasehold Improvements....................................33
            5.2   Repairs by Landlord.......................................34
            5.3   Repairs by Tenant.........................................35
            5.4   Allowances................................................35

      VI....................................................................37
            6.1   Condemnation..............................................37
            6.2   Damages from Certain Causes...............................37
            6.3   Fire or Other Casualty....................................38
            6.4   Casualty Insurance........................................39
            6.5   Liability Insurance.......................................40
            6.6   Hold Harmless.............................................40
            6.7   Waiver of Subrogation Rights..............................40

      VII...................................................................41
            7.1   Default by Tenant.........................................41
            7.2   Non-Waiver................................................44
            7.3   Holding Over..............................................45
            7.4   Attorneys' Fees...........................................45
            7.5   Default by Landlord.......................................45

      VIII..................................................................46
            8.1   Assignment or Sublease by Tenant..........................46
            8.2   Assignment by Landlord....................................50
            8.3   Peaceful Enjoyment........................................50
            8.4   Limitation of Landlord's Liability........................50
            8.5   Limitation of Tenant's Liability..........................51

      IX....................................................................51
            9.1   Notices...................................................51
            9.2   Miscellaneous.............................................51
            9.3   Subordination.............................................53
            9.4   Estoppel Certificate or Three-Party Agreement.............53
            9.5   Brokerage Fees............................................53
            9.7   No Partnership............................................54
            9.8   No Press Release..........................................54
            9.9   Communications Equipment..................................54

                                    -ii-
<PAGE>
Exhibits:

Schedule I   - Building Net Rentable Area
Exhibit A    - Floor Plans
Exhibit A-1  - Land
Exhibit B    - Options
Exhibit C    - Air Conditioning and Heating Services
Schedule II  - Overtime HVAC Rate
Exhibit D    - Building Rules and Regulations
Exhibit E    - Construction of Leasehold Improvements
Exhibit F    - Janitorial Specifications
Exhibit G    - Tenant's Electrical Generator
Exhibit H    - Building Standard Items
Exhibit I    - Contractor Rules and Regulations
Exhibit J    - Termination Payment

                                      -iii-
<PAGE>
                                 LEASE AGREEMENT

STATE OF TEXAS               ss.
                             ss.
COUNTY OF HARRIS             ss.

               THIS LEASE AGREEMENT (this "LEASE") is made and entered into as
of November ____, 1997, provided that the Commencement Date (as hereinafter
defined) shall be March 1, 1998, as provided below, by and between Utah State
Retirement Investment Fund, an independent agency of the State of Utah
("LANDLORD"), whose address is c/o Westmark Realty Advisors, L.L.C., 865 South
Figueroa Street, Suite 3500, Los Angeles, California 90017-2543, Attention:
Director of Asset Management, and Bank United, a federal savings bank
("TENANT"), whose address is that of the Building (as defined below), which is
3200 Southwest Freeway, Houston, Texas 77027, Attention: Jonathon K. Heffron,
Executive Vice President, General Counsel, and Chief Operating Officer, with
additional copies to Barry C. Burkholder, President and Chief Executive Officer,
and Ronald D. Coben, Executive Vice President of Community Banking.

                                   WITNESSETH:

                                       I.

        1.1    LEASED PREMISES.

               1.1.1 DEFINITION OF LEASED PREMISES. Subject to and upon the
terms, provisions and conditions hereinafter set forth, and each in
consideration of the duties, covenants and obligations of the other hereunder,
Landlord does hereby lease to Tenant and Tenant does hereby lease from Landlord
approximately 216,937 square feet of Net Rentable Area (as defined below) in the
building known as Phoenix Tower (the "BUILDING"), located at 3200 Southwest
Freeway, in Houston, Harris County, Texas, the land upon which the Building is
located being described by metes and bounds on EXHIBIT A-1 attached hereto (the
"LAND"), consisting of the following amounts of square feet of Net Rentable Area
on the following floors:

                                       -1-
<PAGE>
                 SQUARE FEET OF
               NET RENTABLE AREA                          FLOOR
               -----------------                          -----
                       8,055                                 9
                      11,101                                10
                      24,977                                13
                      24,314                                14
                      25,594                                15
                      24,314                                16
                      24,977                                17
                      24,314                                18
                      24,977                                19
                      24,314                                20

The Building, together with the Land, the parking garage within the Building
(the "PARKING GARAGE"), all other improvements now or hereafter situated on the
Land or directly benefitting the Building shall collectively be referred to
herein as the "PROJECT." The area leased in the Building under this Lease is
hereinafter called the "LEASED PREMISES" and is shown on the floor plan(s)
contained in EXHIBIT A. Tenant shall also have the nonexclusive right to use the
Parking Garage, Building lobby, elevators and other common areas of the Project
for their intended purposes, subject to the further provisions hereof.

               1.1.2 NET RENTABLE AREA. "NET RENTABLE AREA" refers to the square
footage area or areas within the Building determined by adding the following:

                (i) the Usable Area (as defined below) of the area being
        measured;

               (ii) the portion of the Building-Shared Areas (as defined below)
        allocable to the area being measured; and

               (iii) the portion of the Floor-Shared Areas (as defined below)
        allocable to the area being measured.

               1.1.3 USABLE AREA. "USABLE AREA" means the square footage of the
areas within the Building measured from the inside surface of the outer glass,
finished column or exterior wall of the Building enclosing the Leased Premises
to the inside surface of the opposite outer glass, finished column or exterior
wall, or to the mid-point of the demising walls separating the Leased Premises
from

               (i)    areas leased to or held for lease to other tenants,

               (ii)   Building-Shared Areas,

                                       -2-
<PAGE>
               (iii)  Floor-Shared Areas, and

               (iv) Service Areas (as defined below), as the case may be.

No deductions from Usable Area shall be made for columns or projections
necessary to the Building.

               1.1.4 SERVICE AREAS. "SERVICE AREAS" means the square footage of
the areas within (and measured from the mid-point of the walls enclosing) the
Building stairs, fire towers, elevator shafts, flues, vents, stacks, pipe
shafts, vertical ducts, risers, and chases, and other vertical penetrations.
Areas for the specific use of Tenant and installed at the request of Tenant such
as special stairs or elevators are not included within the definition of Service
Areas (I.E., such areas will be included in the Usable Area leased of the space
being measured).

               1.1.5 BUILDING-SHARED AREAS. "BUILDING-SHARED AREAS" means the
square footage of the areas within (and measured from the mid-point of the walls
enclosing) the Building elevator machine rooms, main mechanical and electrical
rooms, public lobbies, and other areas not leased or held for lease within the
Building but which are necessary or desirable for the proper utilization of the
Building or to provide customary services to the Building; provided, however, in
no event shall Building Shared-Areas include any Service Areas, Floor-Shared
Areas, areas leased or held for lease to other tenants of the Project, food
service facilities, Parking Garage areas, management and/or leasing offices for
the Project, or any space that is not devoted exclusively to the operation of
the Project for the benefit of all tenants therein. The allocation to the Leased
Premises of the Building-Shared Areas shall be equal to the total
Building-Shared Areas within the Building multiplied by a fraction, the
numerator of which is the Usable Area of the Leased Premises and the denominator
of which is the Usable Area leased or held for lease in the Building.

               1.1.6 FLOOR-SHARED AREAS. "FLOOR-SHARED AREAS" means the square
footage of the areas within (and measured from the mid-point of the walls
enclosing) public corridors, elevator foyers, rest rooms, mechanical rooms,
janitor closets, telephone and equipment rooms, and other similar facilities for
the use of all tenants on the floor on which the Leased Premises are located. In
the case of a floor leased to more than one tenant, the allocation to the Leased
Premises of the Floor-Shared Areas on said floor shall be equal to the total
Floor-Shared Areas on said floor multiplied by a fraction, the numerator of
which is the Usable Area of the Leased Premises located on said floor and the
denominator of which is the Usable Area of said floor.

               1.1.7 AMOUNT OF NET RENTABLE AREA. Landlord and Tenant hereby
agree that (a) the Net Rentable Area of the Leased Premises calculated on the
basis of the foregoing definitions is 216,937 square feet, (b) the Net Rentable
Area of the Building calculated on the basis of the foregoing definitions is
618,578 square feet, and (c) the current Net Rentable Area of each Building
floor calculated on the basis of the foregoing definitions is as reflected by
Schedule I attached hereto and incorporated herein.

                                            -3-
<PAGE>
               1.1.8 NO MODIFICATION OF NET RENTABLE AREA. The calculation of
Net Rentable Area of the Leased Premises and the Building has been confirmed
prior to the execution of this Lease by both Landlord and Tenant. No
modification of Net Rentable Area of the Leased Premises (except incident to
additions thereto pursuant to the terms hereof) or the Building shall be made
for purposes of this Lease except upon the mutual agreement of Landlord and
Tenant.

               1.1.9 LIMITATION ON USE OF AREAS. The foregoing determination of
the Leased Premises does not allow, and Tenant shall not be permitted to use
Service Areas, Building-Shared Areas or Floor-Shared Areas for storage or any
other purpose other than as expressly permitted by Landlord in writing.
Notwithstanding the foregoing, Tenant shall have the non-exclusive right to use
the Building's existing risers and chases which are designed for the purpose of
routing telecommunications cable as well as the electrical and mechanical rooms
on floors of the Building leased entirely by Tenant for cabling and computer
wiring provided (a) there is space available in such risers, chases, or rooms
for Tenant's intended use, (b) Tenant's use of such risers, chases, or rooms
will not interfere with Landlord's or other tenant's use of the Building or
their premises, (c) Tenant pays all costs and expenses incurred in connection
with the installation and use of such cabling and wiring, including all costs
incurred by Landlord, (d) Landlord reviews and approves, in its sole discretion,
plans and specifications for such wiring and cabling, (e) the installation of
such wiring and cabling is performed either by Landlord's contractor or a
contractor selected by Tenant and approved by Landlord and under the supervision
of a representative of Landlord, (f) all installations must be made in
accordance with applicable law, (g) all such installations must be designed,
installed, utilized and operated so as not to adversely affect or impact the
structural, mechanical, electrical, elevator, communications or other systems of
or serving the Building, (h) such installation and operation will not, in
Landlord's judgment, be likely to cause injury to persons or property, (i) no
agent, employee or representative of Tenant shall enter into or upon any Service
Area, Building-Shared Area or Floor-Shared Area for any purpose without
Landlord's consent and only with a representative of Landlord present, (j)
Landlord shall not be obligated to maintain any such installations, (k) Landlord
shall not be obligated to construct or install or allow Tenant to construct or
install any additional risers, chases, electrical rooms or mechanical rooms and
(i) this Lease does not authorize Tenant to connect such cabling or wiring to
any facilities in the Building or to any facilities outside the Building except
for connections between Tenant's equipment in the Building and except for
connections to telephone lines made available in the Building with Landlord's
approval for access outside the Building. Landlord hereby approves of the
location of Tenant's existing equipment, wiring, and cabling.

        1.2 TERM. Subject to and upon the terms and conditions set forth herein,
the term of this Lease (the "TERM") shall be ten (10) years commencing upon
March 1, 1998 (the "COMMENCEMENT DATE") and expiring on February 29, 2008.
Tenant's obligation to pay Base Rental and Tenant's Additional Rental shall
commence on the date ("RENT COMMENCEMENT DATE") that is (a) the Commencement
Date as to the portion of the Leased Premises located on floors 9 (as to 3,369
square feet of Net Rentable Area as shown on the floor plans attached hereto as
EXHIBIT A), 13, 14, 16, 17, 18, 19, and 20, (b) as to each of floors 9 (as to
4,686 square feet of Net Rentable Area as shown on

                                       -4-
<PAGE>
the floor plans attached hereto as EXHIBIT A) and 10 the earlier of the date (i)
sixty (60) days after Landlord makes the portion of the Leased Premises located
on each such floor available to Tenant, or (ii) Tenant occupies such portion of
the Leased Premises for the conduct of its business, and (c) as to floor 15, the
earlier of the date (i) sixty (60) days after Landlord makes floor 15 available
to Tenant, or (ii) Tenant occupies floor 15 for the conduct of its business.
Landlord shall make the portions of the Leased Premises not leased by Tenant
under the Old Lease and located on floor 9 and floor 10 available to Tenant on
January 2, 1998. Landlord shall make floor 15 available to Tenant as soon as
reasonably possible after the existing tenant of such floor vacates such floor.
Landlord will not contractually agree with such existing tenant of floor 15 to
extend the term of such tenant's lease as to floor 15. If Landlord does not make
floor 15 of the Building available to Tenant by January 1, 1999, then Tenant, as
its sole and exclusive remedy, shall have the right to terminate this Lease as
to floor 15 only and permanently exclude floor 15 from the Leased Premises.
Landlord will notify Tenant as soon as is reasonably possible of the date
Landlord expects that it will be able to deliver the portions of the Leased
Premises described in clauses (b) and (c) above to Tenant.

        1.3 USE. The Leased Premises shall be used and occupied by Tenant (and
its permitted assignees and subtenants) solely for general office purposes and
for other legally permitted uses consistent with the character of first-class
office buildings in the Greenway Plaza and Galleria areas in Houston, and for no
other purpose. Included within permitted uses of the Leased Premises are the
customary and reasonable activities of a bank, savings bank, savings and loan
holding company, their successors or affiliates, or any similar financial
institution. The Leased Premises shall not be used for any purpose which would
increase the rate of fire or liability or other insurance coverage on the
Project or its contents, lower the quality or character of the Project, create
unreasonable elevator loads, cause odors perceptible outside the Leased
Premises, nor for a travel agency, nor, for as long as the existing lease with
Dean Witter & Co. continues, for the retail or discount sale of stocks or bonds
if such activities constitute fifteen percent (15%) or more of the revenue
generated by the business activities conducted in the Leased Premises. Any use
of the Leased Premises for other than general office purposes shall be subject
to the further limitation that such use may not consume a disproportionate share
of standard Building services or otherwise interfere with standard Building
operations. Landlord has no current actual knowledge that the uses made by
Tenant of the Leased Premises as of the date hereof violate either the Old Lease
(hereinafter defined) or this Lease, provided that Landlord is in no way waiving
any failure of Tenant to comply with the provisions of this Lease or the Old
Lease. In addition, Tenant may use a portion of the Leased Premises for purposes
of a health or fitness center, cafeteria, and/or executive dining room provided
(a) that such facilities are made available primarily to Tenant's employees and
their invitees and not to the public generally, (b) all improvements necessary
to such uses are approved by Landlord in its reasonable discretion, provided
that Landlord's approval, in its sole discretion, shall be required for the
installation and use of all kitchen and related facilities and equipment, are
installed by contractors approved by Landlord in accordance with the terms of
this Lease, and the cost of such improvements, including Landlord's review and
approval thereof, is paid by Tenant, and (c) Tenant's installation and use
complies in all respects with all applicable laws.

                                       -5-
<PAGE>
        1.4 ATM MACHINES. For as long as (a) Tenant, a Permitted Assignee (as
hereinafter defined) or their Permitted Affiliates together are leasing at least
150,000 square feet of Net Rentable Area in the Building, (b) Tenant, a
Permitted Assignee, or a Permitted Affiliate is operating a retail banking
facility open to the public on the ninth (9th) floor of the Building in
accordance with this Lease, and (c) there is no uncured Event of Default under
this Lease, then Tenant, a Permitted Assignee, or a Permitted Affiliate shall
have the exclusive right to install, operate and maintain in a first class
manner, and to receive revenues from, one or more automatic teller machines
(each an "ATM"), one of which shall be located in the current location of the
existing ATM on the ninth (9th) floor of the Building and the other ATMs to be
located either on the ninth (9th) floor or at other locations in the Building
approved by Landlord, which approval shall not be unreasonably withheld as to
locations within the Leased Premises and which approval may be withheld by
Landlord in its sole discretion as to locations outside of the Leased Premises.
If Landlord permits Tenant, a Permitted Assignee, or a Permitted Affiliate to
operate an ATM (other than the existing ATM) outside of the Leased Premises,
this Lease shall be amended to include the portion of the Building in which the
ATM is located at a Base Rent to be mutually agreed upon by Landlord and Tenant.
As long as Tenant, a Permitted Assignee, or a Permitted Affiliate is operating
at least one ATM that is available to the public, then Landlord will not grant
to any other tenant or party the right to install and operate an ATM in the
Project that is available to the public. Landlord hereby approves the current
location of the ATM and all signage pertaining thereto. Any and all changes to
an ATM, its location or operation, or any signage pertaining to any ATM shall be
approved by Landlord in its sole discretion. Tenant, a Permitted Assignee, or a
Permitted Affiliate shall use such ATM in compliance with all applicable laws.
Tenant, a Permitted Assignee, or a Permitted Affiliate shall pay all costs and
expenses pertaining to the installation, use, and operation of its ATM. Tenant,
a Permitted Assignee, or a Permitted Affiliate will charge tenants and visitors
who use the ATM no more than the same charges charged by Tenant, a Permitted
Assignee, or a Permitted Affiliate to its other ATM users. Tenant shall promptly
make any repairs and perform any maintenance to the ATM as is necessary to
maintain the ATM in an operating condition consistent with and comparable to
ATMs located in other Class A buildings in the Greenway Plaza and Galleria areas
in Houston. Tenant shall properly repair any damage existing in the surrounding
area either directly or indirectly caused by the existence and operation of the
ATM. Tenant shall indemnify and hold Landlord harmless from and against any and
all claims, actions, damages or liens resulting from Tenant's ownership,
operation or maintenance of the ATM, including any reasonable attorneys' fees
incurred by Landlord. Landlord shall have the right to terminate the right
granted herein to install and operate ATMs (outside of the Leased Premises) and
Landlord may grant the right to install and operate ATMs to another party if (x)
any of the conditions set forth in (a), (b) and (c) above are not satisfied or
do not continue to be satisfied, provided that the condition set forth in (b)
above shall not be deemed to be unsatisfied until Landlord gives Tenant notice
of such failure and Tenant does not cure such failure within thirty (30) days
after Tenant's receipt of such notice, (y) the transaction fee charged by Tenant
exceeds that charged by Tenant, a Permitted Assignee, or a Permitted Affiliate
to its other ATM users, or (z) either (i) the ATM becomes and remains
non-functional or malfunctions for any five (5) consecutive business days or for
any two (2) consecutive business days more than six (6) times in any twelve (12)
months period and Tenant, a Permitted Assignee, or a

                                       -6-
<PAGE>
Permitted Affiliate fails to correct the cause of such non-function or
malfunction within five (5) days after Landlord notifies Tenant thereof, or (ii)
Tenant, a Permitted Assignee, or a Permitted Affiliate fails for any reason to
operate an ATM that is available to the public in the Building for a period of
sixty (60) consecutive days. Immediately upon termination of Tenant's rights
under this Section, Tenant shall remove the ATM and all related attachments from
outside the Leased Premises, and shall restore the affected space to its
original condition. Tenant's rights under this Section may be assigned only to a
Permitted Assignee or a Permitted Affiliate only for as long as the conditions
of clauses (a), (b) and (c) above continue to be satisfied. All ATMs operated in
the Project must be operated by, and under the name of, only one entity so that
only Tenant, one Permitted Assignee or one Permitted Affiliate shall be entitled
to exercise such rights at any one time. No other assignment or sublease of such
rights shall be permitted hereunder.

        1.5 USE OF LOBBY. During the term, and only on weekends, Holidays (as
hereafter defined) and between the hours of 6:00 p.m. and 7:00 a.m. on weekdays
(other than Holidays), Tenant shall have the right to use the Building lobbies
located on the ground floor and the ninth (9th) floor, without charge, for any
Tenant sponsored special event, provided (a) Tenant gives Landlord reasonable
prior written notice of the date, time, and nature of the event, (b) the date
and time of the event do not conflict with another previously scheduled event,
(c) Tenant reimburses Landlord for all out-of-pocket expenses Landlord incurs in
connection with the event, (d) Tenant indemnifies and holds Landlord harmless
from and against any and all claims, actions, damages or liens resulting from
Tenant's use of the lobbies, including any reasonable attorneys' fees incurred
by Landlord, (e) Tenant complies in all respects with applicable law, (f)
Landlord approves, in its sole discretion, all aspects of Tenant's intended use
of the Building lobbies, and (g) Tenant shall not use the Building lobbies for
such events for more than twelve (12) days in any calendar year.

        1.6 RENEWAL OPTION. Tenant shall have the right and option to renew the
Term of this Lease as set forth in Article I of EXHIBIT B hereto.

        1.7 PREFERENTIAL RIGHT TO LEASE. Tenant shall have the preferential
right to lease certain space as set forth in Article II of EXHIBIT B hereto.

        1.8 RIGHT TO TERMINATE. Tenant shall have the one time right to
terminate this Lease as set forth in Article IV of EXHIBIT B hereto.

        1.9 RIGHT TO CONTRACT. Tenant shall have the one time right to contract
the Leased Premises as set forth in Article V of EXHIBIT B hereto.

        1.10 EXCLUSIVE RETAIL BANKING OPERATION. For as long as (a) Tenant, a
Permitted Assignee satisfying the requirements of the second to last sentence of
this Section, or their Permitted Affiliates, together are leasing and occupying
at least 150,000 square feet of Net Rentable Area in the Building, (b) Tenant, a
Permitted Assignee, or a Permitted Affiliate is operating a retail banking
facility open to the public on the ninth (9th) floor of the Building in
accordance with the terms of

                                       -7-
<PAGE>
this Lease, (c) there is no uncured Event of Default under this Lease, and (d)
Tenant, a Permitted Assignee, or a Permitted Affiliate is permitted under
applicable law to operate a retail banking facility and complies in all respects
with applicable laws, then Tenant, a Permitted Assignee, or a Permitted
Affiliate satisfying the requirements of this Section shall have the exclusive
right to offer retail banking services to the public from the Project. Such
retail banking services shall be operated by, and under the name of, only one
entity so that only Tenant, one Permitted Assignee, or one Permitted Affiliate
shall be entitled to operate such retail banking facility at any one time. The
foregoing shall not prohibit the operation of, or the provision of services by,
credit unions, commercial banks, or any other bank, savings and loan, or other
financial institutions in the Building, except the provision of retail banking
services open to the public. In addition, the foregoing exclusive shall not
apply to the lease executed with Centeq Investments Company or any affiliates
thereof or successors thereto. Landlord shall have the right to grant to another
party the right to provide retail banking services to the public in the Building
if any of the conditions set forth in (a), (b), (c), or (d) above are not
satisfied or do not continue to be satisfied, provided that the conditions set
forth in (b) and (d) above shall not be deemed to be unsatisfied until Landlord
gives Tenant notice of such failure and Tenant does not cure such failure within
thirty (30) days after Tenant's receipt of such notice. Tenant's rights under
this Section may only be assigned to a Permitted Assignee or a Permitted
Affiliate that is a savings and loan association, federal or state chartered
lending institution, national or state banking institution or federal savings
bank, or other business permitted under applicable law to offer retail banking
services and only so long as the conditions of clauses (a), (b), (c), and (d)
above continue to be satisfied. No other assignment or sublease of such rights
shall be permitted hereunder.

                                       II.

        2.1 RENTAL PAYMENTS. Throughout the Term, Tenant shall pay a base annual
rental ("BASE RENTAL") equal to the product of (i) the Base Rate set forth below
multiplied by (ii) the Net Rentable Area of the Leased Premises. The "BASE RATE"
is as follows:

                                       -8-
<PAGE>
        Rental Period                                               Base Rate
        (DATES)                                                   (PER SQ. FT.)

        Commencement Date until the third
         (3rd) anniversary of the Commencement Date                     $15.50

        Third (3rd) anniversary of the Commencement Date until
        the fifth (5th) anniversary of the Commencement Date            $16.00

        Fifth (5th) anniversary of the Commencement Date until
        the eighth (8th) anniversary of the Commencement Date           $18.00

        Eighth (8th) anniversary of the Commencement Date until
        the tenth (10th) anniversary of the Commencement Date           $19.00

The Base Rate is quoted per square foot of Net Rentable Area within the Leased
Premises. In addition to Base Rental, Tenant shall also pay, as additional
rental, all of Tenant's Additional Rental (as hereinafter defined) and all such
other sums as may become due from and payable by Tenant to Landlord under this
Lease. Landlord shall have the same remedies for default in the payment of
Tenant's Additional Rental and other Rent as are available to Landlord in the
case of default in payment of Base Rental. (Base Rental, Tenant's Additional
Rental and all such other sums due hereunder being herein collectively called
"Rent").

        2.2 PAYMENT. The Base Rental for each year, together with any Tenant's
Forecast Additional Rental provided for in Section 2.3 below, shall be due and
payable in twelve (12) equal installments on the first day of each calendar
month during the Term, and any extensions or renewals thereof, and Tenant agrees
to pay the same to Landlord at Landlord's address (or such other address as may
be designated by Landlord from time to time) monthly in advance.

               2.2.1 PRORATION. If the Rent Commencement Date as to a portion of
the Leased Premises is other than the first day of a calendar month or if this
Lease terminates on other than the last day of a calendar month, then the Base
Rental and Additional Rental for such month or months shall be prorated and paid
in advance. The payment for such prorated month shall be calculated by
multiplying the Base Rental and Additional Rental, as appropriate, by a
fraction, the numerator of which shall be the number of days of the Term
occurring during said commencement or termination month, as the case may be, and
the denominator of which shall be three hundred sixty-five (365).

               2.2.2 NO OFFSET. Tenant shall pay all Rent that becomes payable
by Tenant to Landlord under this Lease at the times and in the manner provided
in this Lease without demand, set-off or counterclaim except as otherwise
expressly provided herein. All Rent owed by Tenant to Landlord under this Lease
shall bear interest from the date due until paid at a rate (the "APPLICABLE
RATE") equal to the lesser of (i) two percent (2%) above the per annum "base
rate" (or if the "base

                                       -9-
<PAGE>
rate" is discontinued, the rate announced as that being charged to the most
creditworthy commercial borrowers for ninety (90) day unsecured loans) announced
by Citibank, N.A. (or its successor), from time to time, or (ii) the maximum
lawful rate per annum, provided that, the first late payment of Rent made by
Tenant during any twelve (12) month period shall not begin to accrue interest at
the Applicable Rate until ten (10) days after the date when such payment of Rent
is due if such payment is not made within said ten (10) day period.

        2.3    TENANT'S ADDITIONAL RENTAL.

               2.3.1 TENANT'S FORECAST ADDITIONAL RENTAL. Commencing with the
calendar year 1999 and continuing thereafter for each calendar year during the
Term, Landlord shall not later than thirty (30) days after the beginning of each
calendar year, provide to Tenant a statement setting forth in reasonable detail
Landlord's good faith estimate of Tenant's Additional Rental ("TENANT'S FORECAST
ADDITIONAL RENTAL") for such calendar year (or portion thereof). Commencing with
the calendar year 1999, Tenant shall pay Tenant's Forecast Additional Rental for
such year in the manner and at the times set forth in Section 2.2 above.

               2.3.2 TENANT'S ADDITIONAL RENTAL. "TENANT'S ADDITIONAL RENTAL"
for each calendar year means the Operating Expenses Increase for such year
multiplied by the Net Rentable Area within the Leased Premises. "OPERATING
EXPENSES INCREASE" means the positive difference, if any, between the Operating
Expenses Amount (as defined below) and the Base Operating Expenses Amount (as
defined below). "OPERATING EXPENSES AMOUNT" means an amount equal to the amount
of Operating Expenses (as defined below) for such year divided by the greater of
ninety-five percent (95%) of the total Net Rentable Area of the Building or the
total Net Rentable Area of space actually leased in the Building for the
applicable year. "BASE OPERATING EXPENSES AMOUNT" means the Operating Expenses
Amount for the calendar year 1998.

               2.3.3 STATEMENT TO TENANT. Within one hundred fifty (150) days,
or as soon thereafter as practical, after the end of each calendar year during
the Term and after the termination of this Lease (Landlord and Tenant agreeing
that the provisions of this Section 2.3.3 shall survive the termination of this
Lease), Landlord shall provide Tenant a statement showing the actual Operating
Expenses for said calendar year, as prepared by a certified public accounting
firm, and a statement prepared by Landlord comparing Tenant's Forecast
Additional Rental with Tenant's Additional Rental. If Tenant's Forecast
Additional Rental exceeds Tenant's Additional Rental for said calendar year,
Landlord shall refund to Tenant the excess paid by Tenant within thirty (30)
days after providing Tenant the statement. If Tenant's Additional Rental exceeds
Tenant's Forecast Additional Rental for said calendar year, Tenant shall pay to
Landlord within thirty (30) days of receipt of the statement an amount equal to
such difference. Notwithstanding anything in this Lease to the contrary,
Landlord acknowledges and agrees that in no event shall any Operating Expenses
be billed or chargeable to Tenant after the date which is three (3) years
following the calendar year end in which such Operating Expenses were incurred
by Landlord. In the event Landlord (or any successor to Landlord in the event
the Building is conveyed to a new owner during the Term of this

                                      -10-
<PAGE>
Lease, as the Term may be renewed as provided herein) fails to bill any such
Operating Expenses to Tenant within the aforementioned three (3) year period,
Tenant shall have no obligation to pay any such Operating Expenses. For purposes
of this Section 2.3.3, third-party expenses shall be deemed to have been
incurred by Landlord on the date that Landlord receives an invoice for such
third-party expense. Additionally, the aforementioned three (3) year limitation
shall not apply with respect to amortization or depreciation included in
Operating Expenses so long as the expense to which the amortization or
depreciation charge relates was included on Landlord's statement of Operating
Expenses within the required three (3) year period.

               2.3.4 INCREASES IN OPERATING EXPENSES. All increases in Operating
Expenses shall be paid by Tenant in the proportion that the Net Rentable Area of
the Leased Premises bears to the greater of ninety-five percent (95%) of the
total Net Rentable Area in the Building or the total Net Rentable Area of space
actually leased in the Building.

               2.3.5 NO REDUCTION. Nothing contained in this Section 2.3 shall
be construed at any time so as to reduce the annual Base Rental payable
hereunder.

        2.4    OPERATING EXPENSES.

               2.4.1 DEFINITION. "OPERATING EXPENSES" means all reasonable
expenses, costs and disbursements of every kind and nature relating to or
incurred or paid in connection with the ownership and operation of the Project,
computed on an accrual basis and determined in accordance with generally
accepted accounting principles consistently applied, including, but not limited
to, the following:

               (i) wages and salaries of all persons directly engaged in the
        operation, maintenance or access control of the Project, including all
        taxes, insurance, and reasonable benefits relating thereto; wages and
        salaries of executive personnel not primarily engaged in the management
        of the Project shall not be included in Operating Expenses; provided
        that a reasonable allocation of wages, salaries and other compensation
        and benefits of central accounting, risk management, and payroll
        personnel may be included in Operating Expenses which accurately
        reflects their involvement with respect to the Property; and if any such
        persons engaged in the operation, maintenance or access control of the
        Project work on other projects, an equitable allocation of the wages,
        salaries and other compensation and benefits of such personnel shall be
        made among all such projects in proportion to their time spent in
        performing services other than for the Project;

               (ii) market rental and other normal office expenses for
        Landlord's on-site management office (but only to the extent that
        Landlord's on-site management office does not exceed 2,700 square feet
        of Net Rentable Area);

                                      -11-
<PAGE>
               (iii) the cost of all supplies, tools, equipment, and materials
        directly used in the operation and maintenance of the Project;

               (iv) the cost of all utilities for the Project, including, but
        not limited to, steam, sewer, waste disposal, gas, electricity, the cost
        of water and power for heating, lighting, air conditioning, and
        ventilating the Project (excluding those costs billed to specific
        tenants);

               (v) the cost of all maintenance and service agreements for the
        Project and the equipment therein, including, but not limited to, access
        control, window cleaning, elevator maintenance, traffic control, and
        janitorial service;

               (vi) the cost of repairs and general maintenance, excluding (a)
        repairs and general maintenance paid by proceeds of insurance, by Tenant
        or by other third parties, (b) alterations attributable solely to
        tenants of the Project and (c) repairs and general maintenance required
        to be paid by other tenants or which would have been paid by insurance
        required to be maintained by Landlord under this Lease;

               (vii) amortization (together with reasonable financing charges)
        of the cost of capital investment items that (a) are installed primarily
        for the purpose of reducing Operating Expenses, but only to the extent
        of the actual savings achieved thereby, as reasonably estimated by
        Landlord, (b) are installed primarily for the purpose of promoting
        safety, or (c) are required by law, including all accessibility or
        hazardous substances laws (Landlord and Tenant acknowledging that
        Operating Expenses, including the Base Operating Expenses Amount, will
        include costs incurred by Landlord as part of its ongoing program to
        cause the Building to comply with applicable accessibility laws);

               (viii) the cost of all insurance relating to the Project,
        including, but not limited to, the cost of casualty, rental loss and
        liability insurance applicable to the Project and Landlord's personal
        property used in connection therewith and the cost of deductibles paid
        on claims made by Landlord; provided, however, with respect to rental
        loss insurance, Operating Expenses shall not include any additional
        premiums associated with covering rental loss for a period in excess of
        twelve (12) months;

               (ix) all taxes, assessments, and governmental charges, whether
        directly paid by Landlord, whether federal, state, county, municipal or
        otherwise, and whether imposed by taxing districts or authorities
        presently taxing the Project or by others subsequently created or
        otherwise, including improvement district or associations, and any other
        taxes and assessments attributable to the Project or its operation
        (including leasehold improvements unless a separate allocation is made
        therefor by the applicable taxing authority), excluding, however,
        federal and state taxes on

                                      -12-
<PAGE>
        income, death taxes, franchise taxes, and any taxes imposed or measured
        on or by the income of Landlord from the operation of the Project
        (excluding ad valorem taxes on the Project determined by reference to
        Landlord's income from the Project) or imposed in connection with any
        change of ownership of the Project; provided, however, that if at any
        time during the Term, the present method of taxation or assessment shall
        be so changed that the whole or any part of the taxes, assessments,
        levies, impositions or charges now levied, assessed or imposed on real
        estate and the improvements thereof shall be changed and as a substitute
        therefor, or in lieu of an addition thereto, taxes, assessments, levies,
        impositions, or charges shall be levied, assessed, or imposed wholly or
        partially as a capital levy or otherwise on the rents received from the
        Project or the Rent reserved herein or any part thereof, then such
        substitute or additional taxes, assessments, levies, impositions or
        charges, to the extent so levied, assessed, or imposed, shall be deemed
        to be included within the Operating Expenses to the extent that such
        substitute or additional tax would be payable if the Project were the
        only property of the Landlord subject to such tax; consultation,
        accounting and legal fees and other fees and costs resulting from any
        challenge of tax assessments as reasonably allocated by Landlord also
        shall be included in Operating Expenses; and all taxes, assessments and
        governmental charges shall be included in Operating Expenses in the
        calendar year in which such taxes, assessments or governmental charges
        are levied, assessed or imposed without regard to when such taxes,
        assessments or governmental charges are payable;

               (x)    all landscape maintenance costs for the Project;

               (xi) any lease payments made by Landlord for any equipment used
        in the operation or maintenance of the Project, excluding, however, any
        part of such lease payments that constitutes capital expenditures under
        generally accepted accounting principles, except as provided in clause
        (vii) of this Section 2.4.1;

               (xii) Landlord's (or Landlord's managing agent's) accounting and
        audit costs and attorneys' fees applicable to the Project;

               (xiii) costs of licenses, permits and inspection fees related to
        the Project; and

               (xiv) a net management fee payable to the property manager for
        the management of the Project of three percent (3%) of the gross
        revenues of the Project for such calendar year; provided, however, in
        lieu thereof, Landlord may charge Tenant separately, and not as a part
        of Operating Expenses, for a management fee contribution of three
        percent (3%) of the Base Rental and Tenant's Additional Rental
        (exclusive of the management fee payable under this Section 2.4.1(xiv))
        payable by Tenant for such calendar year; provided that revenue from
        visitor parking shall not

                                      -13-
<PAGE>
        be included in gross revenue from the Project for purposes of
        determining such management fee.

               2.4.2 EXCLUSIONS. (a) Notwithstanding the foregoing, in addition
to any exclusions set forth in Section 2.4.1 above, Operating Expenses shall not
include any of the following:

               (1) Costs of repairs, replacements or other work occasioned by
        casualties covered by fire and extended coverage insurance required to
        be maintained hereunder, or by the exercise by governmental authorities
        of the right of eminent domain.

               (2) Leasing commissions, attorney's fees, costs, disbursements
        and other expenses incurred by Landlord or its agents in connection with
        the solicitation of, advertising for, negotiating with or entering into
        leases or other prospective tenancy arrangements for space in the
        Building, or in connection with negotiations or disputes with and/or
        enforcement of agreements with such prospective tenants, tenants or
        other occupants of the Project, marketing or leasing consultants,
        management agents, purchasers, ground lessors, prior owners or
        mortgagees of the Project including leasing commissions and fees of
        attorneys or of marketing or leasing consultants.

               (3) "Tenant allowances", "tenant concessions", workletters, and
        other costs or expenses (including permit, license and inspection fees)
        incurred in completing, fixturing, furnishing, renovating or otherwise
        improving, decorating or redecorating space for tenants or other
        occupants of the Building, or vacant, leasable space in the Building,
        including space planning/interior design fees for same.

               (4) Depreciation or other "non-cash" expense items or
        amortization, except for amortization charges as provided for in Section
        2.4.1(vii) above.

               (5) Costs of a capital nature, except as provided for in Section
        2.4.1(vii) above, including, but not limited to, capital additions,
        capital improvements, capital repairs, capital maintenance, capital
        alterations, capital replacements, capital equipment and capital tools,
        and/or capital redesign, all in accordance with generally accepted
        accounting principles, consistently applied.

               (6) Costs in connection with services (including electricity),
        items or other benefits of a type which are not standard for the
        Building and which are not available to Tenant without specific charge
        therefor, but which are provided to another tenant or occupant of the
        Building, whether or not such other tenant or occupant is specifically
        charged therefor by Landlord.

                                      -14-
<PAGE>
               (7) Services, items and benefits for which Tenant or any other
        tenant or occupant of the Building specifically reimburses Landlord or
        for which Tenant or any other tenant or occupant of the Building pays
        third persons.

               (8) Costs or expenses (including fines, penalties and legal fees)
        incurred due to the violation by Landlord, its employees, agents and/or
        contractors, any tenant (other than Tenant) or other occupant of the
        Building, of any terms and conditions (other than by Tenant) of this
        Lease or of the leases of other tenants in the Building, and/or of any
        valid, applicable laws, rules, regulations and codes of any federal,
        state, county, municipal or other governmental authority having
        jurisdiction over the Building that would not have been incurred but for
        such violation by Landlord, its employees, agents and/or contractors,
        tenants or other occupants of the Building, it being intended that each
        party shall be responsible for the costs resulting from its own
        violation of such leases and laws, rules, regulations and codes as same
        shall pertain to the Building.

               (9) Penalties for late payment, including, without limitation,
        penalties for late payment of taxes, equipment leases, etc.

               (10) Payments to any subsidiary or Affiliate of Landlord for
        services (other than the management fee) on or to the Building and/or
        the Land, or for goods, supplies or other materials, to the extent that
        the costs of such services, goods, supplies and/or materials exceed the
        costs that would have been paid had the services, goods, supplies or
        materials been provided by parties unaffiliated with Landlord.

               (11) Payments of principal, finance charges or interest on debt
        or amortization on any mortgage, deed of trust or other debt, and rental
        payments (or increases in same) under any ground or underlying lease or
        leases (except to the extent the same may be made to pay or reimburse,
        or may be measured by, real estate taxes or insurance otherwise included
        in Operating Expenses).

               (12) To the extent that a separate allocation has been made
        therefor by the applicable taxing authority, real estate taxes allocable
        to the leasehold improvements of Tenant or any other tenants in the
        Building (in excess of Building standard); should a separate allocation
        be made, taxes attributable to leasehold improvements of Tenant (in
        excess of Building standard) shall be payable directly by Tenant in
        accordance with Section 5.1.4 hereof.

               (13) Wages, salaries, benefits and expenses attributable to
        Landlord's or its property management company's executive personnel
        above the level of building manager or central office administrative
        personnel, provided that Operating Expenses

                                      -15-
<PAGE>
        may include an allocation for central accounting, risk management, and
        payroll personnel in accordance with the provisions of Section 2.4.1(i).

               (14) Compensation paid to clerks, attendants or other persons in
        commercial concessions (such as a snack bar, restaurant or newsstand),
        if any, operated by Landlord or any subsidiary or Affiliate of Landlord.

               (15) Rentals and other related expenses, if any, incurred in
        leasing air conditioning systems, elevators or other equipment
        ordinarily considered to be of a capital nature, except equipment which
        is used in providing janitorial services and which is not affixed to the
        Building and security equipment.

               (16) Advertising and promotional expenses.

               (17) Costs or expenses incurred with respect to the purchase,
        ownership, leasing, showing, promotion and/or repairs of sculptures,
        paintings or other works of art; maintenance (as opposed to repairs) of
        any such sculptures, paintings or other works of art shall be included
        in Operating Expenses.

               (18) Costs for which Landlord is compensated through or
        reimbursed by insurance or other means of recovery.

               (19) Costs of correcting or repairing defects, including latent
        defects, in the construction of the Building (and/or any associated
        parking facilities, and/or equipment or the replacement of defective
        equipment, to the extent such costs are covered by warranties of
        manufacturers, suppliers or contractors, or are otherwise borne by
        parties other than Landlord).

               (20) Contributions to operating expense reserves.

               (21) Contributions to charitable organizations.

               (22) Costs incurred in removing the property of former tenants
        and/or other occupants of the Building.

               (23) Rental and any other expenses, including wages, salaries and
        benefits, and adjustments thereto, for Landlord's on-site leasing office
        or on-site management office (except to the extent permitted under
        Section 2.4.1(ii) above).

               (24) Consulting costs and expenses incurred by Landlord except to
        the extent same relate exclusively to the improved management or
        operation of the Building.

                                      -16-
<PAGE>
               (25) The costs of any "tap fees" or one-time lump sum sewer or
        water connection fees for the Building.

               (26) Costs or fees relating to the defense of Landlord's title to
        or interest in the Building and/or the Land, or any part thereof.

               (27) Premiums for rental loss insurance except to the extent
        permitted under Section 2.4.1(viii).

               (28) Unless Tenant's prior written approval has first been
        obtained, costs incurred in installing, operating, maintaining and/or
        owning any specialty facilities or specialty services not customarily
        installed, operated and/or maintained in first-class office buildings in
        the Greenway Plaza and Galleria areas in Houston, such as an
        observatory, beacon(s), broadcasting facilities (other than the
        Building's music system, life support and security systems), luncheon
        club, athletic or recreational club, helicopter pad, child care center,
        or similar facilities or services.

        (b) The term "AFFILIATE" shall mean and refer to any person or entity
controlling, controlled by, or under common control with another such person or
entity. "CONTROL", as used herein, shall mean the possession, direct or
indirect, of the power to direct or cause the direction of the management and
policies of such controlled person or entity; the ownership, directly or
indirectly, of at least fifty-one percent (51%) of the voting securities of, or
possession of the right to vote, in the ordinary direction of its affairs, at
least fifty-one percent (51%) of the voting interest in, any person or entity
shall be presumed to constitute such control. In the case of Landlord, the term
Affiliate shall include any person or entity controlling or controlled by or
under common control with any general partner of Landlord or any general partner
of Landlord's general partner.

               2.4.3 ADJUSTMENTS. Notwithstanding any other provision herein to
the contrary, if less than ninety-five percent (95%) of the Net Rentable Area
leased or held for lease in the Building is not occupied and fully provided with
Building standard services during any partial year or any full calendar year, an
adjustment shall be made in computing each component of Operating Expenses for
such year so that Operating Expenses shall be computed for such year as though
ninety-five percent (95%) of the Net Rentable Area leased or held for lease in
the Building had been occupied and fully provided with Building standard
services during such partial or full year. The provisions of this Section 2.4.3
shall also be applicable to the calculation of the Operating Expenses Amount for
the calendar year 1998 in determining the Base Operating Expenses Amount.

               2.4.4 APPLICATION OF REVENUE. Landlord shall apply to the payment
of Operating Expenses the net revenue received by Landlord from the provision of
after hours heating, ventilation and air-conditioning, and from metered above
building standard electrical service.

                                      -17-
<PAGE>
               2.4.5 AUDIT. Landlord shall maintain or cause to be maintained
complete and accurate records of all Operating Expenses. Tenant, at its sole
expense, except as provided below, shall have the right once per calendar year
during the Term to audit Landlord's books and records relating to the Operating
Expenses for the immediately preceding two (2) calendar years for the sole
purpose of determining whether Operating Expense calculations were accurate and
whether generally accepted accounting principles have been followed and
consistently applied. This audit must take place on mutually agreeable dates
during reasonable business hours at Landlord's office at the address stated
above, or, at Tenant's request, Landlord's management office located in the
Building, and only after Tenant has given Landlord at least thirty (30) days'
prior written notice of the dates and times Tenant desires to conduct such
audit. Any such audit must be conducted by a big six (6) accounting firm or
other nationally or locally recognized public accounting firm having expertise
in accounting for office buildings that charges fees on an hourly or other fixed
cost basis, but not on a contingency fee basis. No person or entity in the
business of auditing building operating expenses in exchange for a percentage of
the savings shall be permitted to conduct such audit. If Tenant elects to
exercise this right, Tenant must undertake and complete such audit within two
(2) years following the year end to which such Operating Expense statement to be
audited relates or Tenant shall be deemed to have accepted the Operating
Expenses as presented by Landlord in such statement. If Tenant's audit
determines that Tenant's Additional Rental for any year or years is less than
previously determined, Landlord shall, unless Landlord contests such audit, pay
the difference to Tenant within thirty (30) days after such determination is
made. In addition, if an audit that Landlord does not contest reflects that
Operating Expenses for any year shall have been overstated by three percent (3%)
or more, Landlord shall reimburse Tenant for its reasonable out-of-pocket
expenses in conducting the audit, but in no event shall any fee payable to any
auditor utilized by Tenant be calculated upon a contingency based upon the
extent of any such overstatement. As a condition to such audit by Tenant, Tenant
and any auditor selected by Tenant shall sign a reasonable confidentiality
agreement as required by Landlord concerning non-disclosure of any and all
information related to such audit. The foregoing audit rights shall survive
termination of this Lease.

        2.5 TAX PROTESTS. Tenant hereby waives any and all rights under
applicable law to an administrative or judicial review of any determination of
the appraised value of the Project, including without limitation, any rights
available under the Texas Tax Code (as amended). At Tenant's request, provided
Tenant can demonstrate to Landlord's reasonable satisfaction that the assessed
valuation of the Project is higher than it should be and that Landlord has a
reasonable possibility of success in obtaining a reduction in such assessed
valuation, Landlord will institute and pursue a protest of the assessed value of
the Project ("TAX PROTEST"). Any information Landlord makes available to Tenant
in connection with any Tax Protest shall not be disclosed by Tenant to any third
party without Landlord's consent and Tenant shall cooperate with Landlord to
keep any such information from becoming discoverable by any applicable
authorities in any Tax Protest except that Tenant may disclose such information
to the extent legally required to do so. If Landlord is successful in connection
with any such Tax Protest, Tenant shall receive its share of any such reduction
after Landlord has been paid all costs and expenses incurred by Landlord. If
Landlord is

                                      -18-
<PAGE>
unsuccessful in connection with a Tax Protest initiated at Tenant's request, the
expenses incurred by Landlord in connection with any such Tax Protest shall be
Operating Expenses.

        2.6 TERMINATION OF OLD LEASE AND ATM AGREEMENT. The lease between
Landlord's predecessor in interest in the Project, Homart Development Co., and
Tenant's predecessor in interest, United Savings Association of Texas FSB, dated
April 1, 1989, as amended (the "OLD LEASE"), and the License Agreement, dated
February 24, 1992 concerning the use of an automatic teller machine ("ATM
AGREEMENT") will automatically terminate effective as of the Commencement Date,
except for those obligations of Tenant that expressly survive any termination
thereof. All work required to be performed and all amounts required to be paid,
including all tenant improvement or refurbishment allowances, by Landlord under
the Old Lease and ATM Agreement have been performed and paid in full.
Notwithstanding anything in the Old Lease or in this Lease to the contrary,
Section 18 of the Old Lease shall not survive the termination of the Old Lease.
The Old Lease and the ATM Agreement shall, however, remain in effect and shall
govern the relationship of Landlord and Tenant as to the Leased Premises subject
to the Old Lease and the ATM Agreement until the Commencement Date.

                                      III.

        3.1 SERVICES.

               3.1.1 DESCRIPTION. Landlord shall operate and maintain the
Project in accordance with the standards customarily followed in the operation
and maintenance of first-class office buildings in the Greenway Plaza and
Galleria areas in Houston, and Landlord shall furnish to Tenant and its
permitted sublessees and assigns, while Tenant and its permitted sublessees and
assigns are occupying the Leased Premises, the following services, which
services shall be in keeping with the services customarily provided in
first-class office buildings in the Greenway Plaza and Galleria areas in
Houston:

               (i) hot and cold domestic water at those points of supply
        provided for general use of tenants in the Building;

               (ii) central heat and air conditioning in season, subject to
        curtailment as required by governmental laws, rules, or regulations, in
        such amounts as are necessary for reasonable comfort under load
        conditions which do not exceed occupancy of one person per 200 square
        feet of Net Rentable Area, all as more particularly described on EXHIBIT
        C;

               (iii) electric lighting service for all public areas and special
        service areas of the Project;

                                      -19-
<PAGE>
               (iv) janitorial service on a five (5) day-week basis (exclusive
        of Holidays, as defined in EXHIBIT C), and generally in accordance with
        the janitorial specifications set forth in EXHIBIT F attached hereto and
        made a part hereof for all purposes; provided, however, if Tenant's
        floor coverings or other improvements are other than Building standard
        (as hereinafter defined), Tenant shall pay the additional cleaning cost,
        if incurred, attributable thereto, plus a charge equal to seven percent
        (7%) of such additional costs for administrative cost recovery;

               (v) security equipment, personnel, procedures and systems
        (commensurate with that provided for first-class office buildings in the
        Greenway Plaza and Galleria areas in Houston); PROVIDED, HOWEVER,
        LANDLORD SHALL HAVE NO RESPONSIBILITY TO PREVENT, AND SHALL NOT BE
        LIABLE TO TENANT FOR AND SHALL BE INDEMNIFIED BY TENANT AGAINST,
        LIABILITY OR LOSS TO TENANT, ITS AGENTS, CONTRACTORS, CUSTOMERS,
        EMPLOYEES, INVITEES, LICENSEES, SERVANTS AND VISITORS ARISING OUT OF
        LOSSES DUE TO THEFT OR BURGLARY IN THE LEASED PREMISES, OR DAMAGE OR
        INJURY TO PERSONS OR PROPERTY OCCURRING WITHIN THE LEASED PREMISES
        CAUSED BY PERSONS GAINING ACCESS TO THE LEASED PREMISES, AND TENANT
        HEREBY RELEASES LANDLORD FROM ALL LIABILITY RELATING THERETO, REGARDLESS
        OF WHETHER SUCH LOSS, DAMAGE OR INJURY IS THE RESULT IN WHOLE OR IN PART
        OF THE NEGLIGENCE OF LANDLORD, OR LANDLORD'S AGENTS, CONTRACTORS OR
        EMPLOYEES; LIKEWISE, TENANT SHALL HAVE NO RESPONSIBILITY TO PREVENT, AND
        SHALL NOT BE LIABLE TO LANDLORD FOR, AND SHALL BE INDEMNIFIED BY
        LANDLORD AGAINST, LIABILITY OR LOSS TO LANDLORD, ITS AGENTS,
        CONTRACTORS, CUSTOMERS, EMPLOYEES, INVITEES, LICENSEES, SERVANTS, AND
        VISITORS ARISING OUT OF LOSSES DUE TO THEFT OR BURGLARY IN THE COMMON
        AREAS OF THE BUILDING, OR DAMAGE OR INJURY TO PERSONS OR PROPERTY
        OCCURRING WITHIN THE COMMON AREAS OF THE BUILDING CAUSED BY PERSONS
        GAINING ACCESS TO THE COMMON AREAS OF THE BUILDING, AND LANDLORD HEREBY
        RELEASES TENANT FROM ALL LIABILITY RELATING THERETO, REGARDLESS OF
        WHETHER SUCH LOSS, DAMAGE OR INJURY IS THE RESULT IN WHOLE OR IN PART OF
        THE NEGLIGENCE OF TENANT, OR TENANT'S AGENTS, CONTRACTORS OR EMPLOYEES;

               (vi) sufficient electrical capacity transformed to a panel box
        located in the core of each floor of the Leased Premises for (A)
        machines of low electrical consumption at standard voltage (120 volts,
        single-phase) to the extent that the total demand load at 100% capacity
        of said machines of low electrical consumption does

                                      -20-
<PAGE>
        not exceed two (2) watts per square foot of Usable Area, and (B)
        lighting and equipment at high voltage (277 volts, single-phase) to the
        extent that the total demand load at 100% capacity of said lighting and
        equipment does not exceed two (2) watts per square foot of Usable Area
        (each such rated electrical design load to be hereinafter referred to as
        the "BUILDING STANDARD RATED ELECTRICAL DESIGN LOAD").

                      Should Tenant's non-linear electrical load (created by
        equipment such as personal computers, television sets, laser printers,
        copiers or other electronic devices connected to the power system)
        result in harmonic distortion conditions which cause any adverse effects
        in the Project, including but not limited to, deration of any
        transformer, distribution stepdown transformer failures, overheating or
        melting of neutral conductors, or malfunctioning of various electronic
        components, Tenant acknowledges that Tenant, at Tenant's sole cost,
        shall be obligated to eliminate such harmonic distortion conditions and
        to repair any damage which results from such harmonic distortion within
        thirty (30) days of Landlord's request. If Tenant fails to eliminate
        such harmonic distortion and repair such damage caused thereby within
        such thirty (30) day period, Landlord, at its option, may make such
        corrections deemed necessary by Landlord to eliminate such harmonic
        distortion and make such repairs, and Tenant shall pay to Landlord on
        demand Landlord's cost thereof plus a charge equal to seven percent (7%)
        of such costs for administrative cost recovery.

                      Tenant shall cause Tenant's electrical system serving any
        equipment producing non-linear electrical loads to be designed to
        accommodate such non-linear electrical loads, including but not limited
        to, over-sizing neutral conductors, derating transformers and/or
        providing power line filters.

                      If Tenant's electrical equipment and lighting require
        electrical circuits, transformers or other additional equipment in
        excess of what is currently in the Leased Premises (which additional
        equipment shall be hereinafter referred to as the "ADDITIONAL ELECTRICAL
        EQUIPMENT"), Tenant may (at Tenant's cost, including the cost to design,
        install, maintain and replace the Additional Electrical Equipment
        [including the meters]) install the same, provided such installation is
        compatible with existing Building systems, will not compromise
        Landlord's ability to provide services to Tenant or other tenants of the
        Building and will not be burdensome to the Project or to Landlord, in
        Landlord's reasonable opinion, and Tenant shall pay all operating costs
        related to that requirement (including, without limitation, the cost of
        electricity, water or other services consumed through, or in connection
        with, the Additional Electrical Equipment).

                      The method of design and installation of any Additional
        Electrical Equipment (including any related meter) required by Tenant
        shall be subject to the prior written approval of Landlord and shall be
        performed by Landlord at Tenant's sole cost (including a charge equal to
        seven percent (7%) of such cost for the review and installation of such
        Additional Electrical Equipment for administrative cost recovery).

                                      -21-
<PAGE>
                      Tenant shall pay to Landlord the cost of electricity
        consumed in excess of the Building Standard Rated Electrical Design Load
        as determined by meter, or if not metered, as otherwise reasonably
        estimated by Landlord, plus any actual accounting expenses incurred by
        Landlord in connection with the metering thereof. Landlord may cause the
        entire Leased Premises to be separately metered (at Tenant's expense,
        including, without limitation, the cost of installing, maintaining,
        repairing and replacing such meters to the extent necessary), in which
        event Tenant shall pay the actual cost of electricity consumed by
        Tenant, in which case such amounts will not be included in Operating
        Expenses.

               (vii) all Building standard fluorescent bulb and ballast
        replacement in all areas and all incandescent bulb replacement in public
        areas, toilet and restroom areas and stairwells. At Tenant's expense,
        Landlord shall provide non-Building standard bulb replacement in the
        Leased Premises;

               (viii) nonexclusive passenger elevator service to the Leased
        Premises twenty-four (24) hours per day, nonexclusive freight elevator
        service during normal business hours, and subject to advance scheduling,
        nonexclusive freight elevator service after normal business hours; and

               (ix) extermination services as shall be reasonably appropriate.

Except as otherwise provided above or in EXHIBITS C OR F, and subject in any
event to the limitation of remedies set forth in Section 3.1.3 below for the
failure to provide such services, Building services required above shall be
provided twenty-four (24) hours a day, seven (7) days a week. The cost of
Building services shall, to the extent permitted in Section 2.4, be included in
Operating Expenses.

               3.1.2 REASONABLE EFFORTS TO PROVIDE UTILITIES. To the extent the
services described in Section 3.1.1 require electricity, gas, and water supplied
by public utilities, Landlord's covenants thereunder shall only impose on
Landlord the obligation to use reasonable and good faith efforts to cause the
applicable public utilities to furnish the same. Landlord does not warrant that
such utilities will be free from any irregularity or stoppage of service by such
public utilities or other causes beyond Landlord's control.

               3.1.3 INTERRUPTION OF SERVICES. If any of the services described
in Section 3.1.1 or any of the machinery or equipment in the Project should
cease to function properly or in accordance with the requirements therefor
described in Section 3.1.1, break down or be intentionally turned off for
testing or maintenance purposes (provided such services shall not be
intentionally turned off for testing or maintenance purposes except in the case
of any situation Landlord reasonably determines to be an emergency without
reasonable prior notice to Tenant, and, in the case of electricity, such
electricity shall not be intentionally turned off without seventy-two (72) hours
prior notice), Tenant shall have no claim for abatement or reduction of Rent or
damages, nor shall Tenant be relieved of

                                      -22-
<PAGE>
its obligations under this Lease, nor shall such condition be construed as an
eviction of Tenant; provided, however, if:

               (i) there occurs an interruption in the HVAC, electricity, water
        or elevator services (the "ESSENTIAL SERVICES") to the Building or
        Leased Premises;

               (ii) such interruption renders more than an Insignificant Portion
        (hereinafter defined) of the Leased Premises Untenantable (hereinafter
        defined); and

               (iii) such interruption continues to render more than an
        Insignificant Portion of the Leased Premises Untenantable for three (3)
        consecutive days,

then, the Rent (including charges for a pro rata portion of the parking permits
applicable to Tenant) shall abate as to that portion of the Leased Premises that
is rendered Untenantable, and in the event that more than fifty percent (50%) of
the Leased Premises is rendered Untenantable, such abatement shall apply as to
the entirety of the Leased Premises (as well as to the entirety of the parking
permits). The abatement shall commence upon the expiration of the third (3rd)
day and continue for so long as the interruption exists; provided, however, if
the interruption continues to render more than an Insignificant Portion of the
Leased Premises Untenantable for ninety (90) consecutive days, Tenant shall have
the right thereafter to terminate this Lease during the period such interruption
shall continue to exist, in which event Tenant will be relieved of all
obligations arising after such date hereunder. In addition to and
notwithstanding the foregoing, in the event there occurs an interruption in
Essential Services that renders more than an Insignificant Portion of the Leased
Premises Untenantable on any seven (7) days (in the aggregate, whether
consecutively or otherwise) during a calendar year, then the Rent shall abate
(as provided above) on each day thereafter during such calendar year that more
than an Insignificant Portion of the Leased Premises is rendered Untenantable.
For purposes of this Section 3.1.3, "INSIGNIFICANT PORTION" shall mean ten
thousand (10,000) square feet of Net Rentable Area, except for purposes of
abatement of Rent only (not termination of this Lease), "INSIGNIFICANT PORTION"
for interruption in electrical services shall mean one thousand (1,000) square
feet of Net Rentable Area.

               In consideration of the terms of this Section 3.1.3, Tenant
waives all rights Tenant may have at law or in equity, including any rights
Tenant may have arising from implied warranties of suitability, to abate Rent or
terminate this Lease under circumstances other than as provided by this Section
3.1.3; and Landlord agrees to use diligent efforts to restore the services
described in Section 3.1.1 and to promptly repair said equipment or machinery.

        3.2 KEYS AND LOCKS. Pursuant to the terms of the Old Lease, Landlord has
previously furnished Tenant with keys for the Building standard corridor doors
serving the Leased Premises as well as keys or security cards to permit Tenant
and its employees access to the Project. After the date hereof, additional keys
and/or security cards will be furnished by Landlord upon an order signed by
Tenant and at Tenant's expense. In the event that Landlord changes the keys or
security devices

                                      -23-
<PAGE>
with regard to access to the Project (as opposed to the Leased Premises),
Landlord will furnish without cost to Tenant one access device (e.g., key,
security card) for each of Tenant's employees. Thereafter, additional keys
and/or security cards will be furnished by Landlord upon an order signed by
Tenant and at Tenant's expense. All keys and security cards furnished to Tenant
by Landlord shall remain the property of Landlord. Subject to Section 3.3 and
the following sentence, no additional locks shall be allowed on any door of the
Leased Premises and Tenant shall not make or permit to be made any duplicate
keys except those furnished by Landlord. Notwithstanding the foregoing, Tenant,
at Tenant's sole cost and expense, shall have the right to change or replace any
locks within the Leased Premises or place additional locks within the Leased
Premises provided such locks conform to the Building key system and Landlord is
provided keys therefor. Upon termination of this Lease, Tenant shall surrender
to Landlord all keys to any locks on doors entering or within the Leased
Premises and shall give to Landlord the combination for all safes, safe cabinets
and vault doors, if any, in the Leased Premises.

        3.3 TENANT'S ACCESS CONTROL EQUIPMENT. Tenant shall have the right to
install, at Tenant's sole risk and expense, and provided the same are compatible
with the access control equipment and systems for the Building, (i) access
control equipment to limit and monitor normal business and after hours elevator
bank and Leased Premises access to any floor in the Building that Tenant fully
occupies, and (ii) access control equipment to limit and monitor normal business
and after hours stairwell access to any floor in the Building on which Tenant
occupies space. Such equipment shall be subject to the approval of Landlord,
which shall not be unreasonably withheld, delayed or conditioned.

        3.4    SIGNAGE/GRAPHICS; IDENTITY.

               3.4.1 LEASED PREMISES' GRAPHICS AND DIRECTORY BOARD. Tenant shall
have the right, at Tenant's sole cost and expense, to install appropriate
signage, letters or numerals on the walls of the elevator bank lobbies (only
applicable to Building floors wholly leased by Tenant and no other tenants) and
on the entrance doors to the Leased Premises, subject to Landlord's approval,
which approval shall not be unreasonably withheld or delayed, provided
Landlord's approval as to signage on the ninth (9th) and tenth (10th) floors of
the Building may be given or withheld in its sole discretion. In any event, all
signage must be consistent with the Building's design, signage and graphics
program. Tenant shall have the right to its proportionate share of any directory
board or other Building directory mechanism maintained by Landlord. In no event
may Tenant install any graphics which may be visible from the exterior of the
Building or which are illuminated except as provided in Sections 3.4.2 and
3.4.3.

               3.4.2 BUILDING GRAPHICS. For so long as (a) Tenant, a Permitted
Assignee or their Permitted Affiliates together lease and occupy more than (i)
200,000 square feet of Net Rentable Area in the Leased Premises pursuant to this
Lease for as long as the existing lease with Midcon Corp. for space in the
Building is in effect or (ii) 150,000 square feet of Net Rentable Area in the
Leased Premises pursuant to this Lease after the termination of the lease with
Midcon Corp., and

                                      -24-
<PAGE>
(b) there is no uncured Event of Default under this Lease, Tenant, a Permitted
Assignee or a Permitted Affiliate shall have the non-exclusive right, at
Tenant's, such Permitted Assignee's, or such Permitted Affiliate's sole cost and
expense, to install and maintain such entity's name, logo, or symbol on up to
two (2) signs on the top portion of the exterior of the Building; provided if
Tenant, a Permitted Assignee, or a Permitted Affiliate cannot place, or is
prohibited from placing, its signs on the top of the Building, Tenant, a
Permitted Assignee, or a Permitted Affiliate may place its signs on top of the
Parking Garage in a location approved by Landlord in its sole discretion
provided such signage complies with, and is permitted by, all local laws and
restrictions, including any applicable scenic district; and provided further,
that, after the termination of the lease with Midcon Corp., if Tenant, a
Permitted Assignee, or their Permitted Affiliates, together are leasing and
occupying more than 150,000 but less than 200,000 square feet of Net Rentable
Area, Landlord shall have the right, in its sole discretion, at any time and
from time to time, to terminate Tenant's right to maintain the signage on the
top of the Building and/or Parking Garage in order to grant such top of the
Building or Parking Garage signage rights to any other tenant or prospective
tenant of the Building that is leasing, or has agreed to lease, more space in
the Building than Tenant, a Permitted Assignee, or a Permitted Affiliate
together are then leasing. Landlord makes no warranties as to whether any such
signage is permitted or will be permitted by applicable law, restrictions, or
the rights of associations or districts. In addition, for as long as Tenant, a
Permitted Assignee, or their Permitted Affiliates together lease and occupy not
less than 150,000 square feet of Net Rentable Area in the Leased Premises under
this Lease and there is no uncured Event of Default under this Lease, Tenant, a
Permitted Assignee or a Permitted Affiliate shall have the right to maintain the
existing monument ("Monument") signage located at the Southeast corner of the
Land. The location, design, method of attachment, size, materials, coloring,
lettering and lighting of all such top of the Building or the Parking Garage and
Monument signage shall be subject to Landlord's approval, in its sole
discretion, and further subject to all other approvals as may be required
including without limitation the City of Houston, City of Houston Scenic
District, and Greenway Improvement Association, and in any event to be
consistent with the Building's design, signage and graphics program. If at any
time it is necessary to remove the signage due to the requirements of applicable
laws or restrictive covenants, Landlord shall be entitled to replace the signage
with another sign on or about the Building which provides substantially the same
exposure. Landlord shall at all times be entitled to make such changes in the
signage as may be required by applicable laws as a condition of the continued
use of the top of the Building or Parking Garage and/or the Monument. Landlord
currently approves the size, location, and materials used for the names
currently appearing on the Monument. Any change in the names displayed on the
top of the Building or Parking Garage or the Monument (i) shall be made by
Landlord at Tenant's, such Permitted Assignee's, or such Permitted Affiliate's
sole cost and expense, (ii) shall utilize the materials, colors, method of
illumination and lettering type currently utilized, and (iii) must be approved
by Landlord in its sole discretion. In the event Tenant's, a Permitted
Assignee's, or a Permitted Affiliate's name is changed, Landlord will not
unreasonably withhold approval of a change to the name displayed on the top of
the Building or Parking Garage or the Monument. Only the name, logo, and/or
symbol of one entity, whether such name, logo, and/or symbol is Tenant's, a
Permitted Assignee's or a Permitted Affiliate's, shall appear on all exterior
signage on the Monument, the Building, or the Parking Garage at any one time.
Neither

                                      -25-
<PAGE>
Tenant, a Permitted Assignee, nor any Permitted Affiliate shall have any right
to request or install signage identifying more than one entity. Upon the
expiration or earlier termination of this Lease (as concerns all signage), or in
the event the conditions of this Section no longer are satisfied, Tenant, a
Permitted Assignee, or a Permitted Affiliate, at its expense, shall remove all
such signage for which such conditions are no longer satisfied and make all
necessary repairs to the Building and/or Monument so as to return the Building
and Monument to their respective original condition. Tenant, its Permitted
Assignees and Permitted Affiliates shall have no right to install any signage on
the concrete apron of the Building or in any other location except as expressly
set forth in this Lease. Tenant's rights under this Section may only be assigned
to a Permitted Assignee or a Permitted Affiliate only for as long as the
conditions of this Section continue to be satisfied. No other assignment or
sublease of such rights shall be permitted hereunder.

               3.4.3 RETAIL SIGNAGE. As long as Tenant, a Permitted Assignee,
and their Permitted Affiliates continue to satisfy the conditions set forth in
Section 1.10, Tenant, a Permitted Assignee, or Permitted Affiliate satisfying
the requirements of this Section shall have the right to have exclusive signage
for a retail banking facility, which signage shall be located on the ninth (9th)
floor and which signage shall be approved by Landlord in its sole discretion.
Only the name, logo, and/or symbol of one entity, whether such name, logo,
and/or symbol is Tenant's, a Permitted Assignee's or a Permitted Affiliate's,
shall appear on all retail signage at any one time. Neither Tenant, a Permitted
Assignee or any Permitted Affiliate shall have any right to request or install
signage identifying more than one entity. If any of the conditions set forth in
Section 1.10 is not satisfied or does not continue to be satisfied, then
Landlord shall have the right to grant to another tenant the right to have
exclusive signage on the ninth (9th) floor of the Building for retail banking
purposes. Tenant's rights under this Section may be assigned only to a Permitted
Assignee or Permitted Affiliate that is a savings and loan association, federal
or state chartered lending institution, national or state banking institution or
federal savings bank, or other business permitted under applicable law to offer
retail banking services. No other assignment or sublease of such rights shall be
permitted hereunder.

               3.4.4 LIMITATIONS ON SIGNAGE AND BUILDING NAMES. As long as (a)
Tenant, a Permitted Assignee satisfying the requirements of this Section, or
their Permitted Affiliates together are leasing and occupying more than 200,000
square feet of Net Rentable Area in the Building and (b) there is no uncured
Event of Default under this Lease, Landlord shall not (a) grant to any other
savings and loan association, federal or state chartered lending institution,
national or state banking institution or federal savings bank any right to place
exterior signage on the top of the Building or Parking Garage or on any monument
sign or elsewhere on the exterior of the Project, or (b) change the name of the
Building to a name that includes the name of a savings and loan association,
federal or state chartered lending institution, national or state banking
institution or federal savings bank. In no event shall Tenant, any Permitted
Assignee, or any Permitted Affiliate have any right to require that the Building
be named for any Building tenant including a Building tenant whose business is
primarily that of natural gas transmission. Landlord shall have no obligation to
name or rename the Building and Landlord shall have the right to change the name
of the Building from time to time as

                                      -26-
<PAGE>
it desires except as limited in this Section 3.4.4. The foregoing restriction
shall terminate if any of the foregoing conditions are not satisfied or do not
continue to be satisfied. The foregoing restriction will run only to the benefit
of a Permitted Assignee that is a savings and loan association, federal or state
chartered lending institution, national or state banking institution or federal
savings bank, or other business permitted under applicable law to offer retail
banking services.

               3.4.5 GENERAL SIGNAGE REQUIREMENTS. Upon termination or
expiration of this Lease, an Event of Default under this Lease, or the
occurrence of any event that results in the termination of the signage rights
hereunder, Tenant, its Permitted Assignee and their Permitted Affiliates shall
lose its signage rights and Tenant, its Permitted Assignees and their Permitted
Affiliates shall, at its sole cost and expense, remove all such signage and
restore the Building, Parking Garage, and Monument to its original condition. If
Tenant, its Permitted Assignee and their Permitted Affiliates fail to do so
within thirty (30) days after Landlord's request, Landlord then shall have the
right to remove all such signage and restore the Building, Parking Garage, and
the Monument, in which case Tenant, its Permitted Assignee and their Permitted
Affiliates shall reimburse Landlord for all costs incurred plus an amount equal
to seven percent (7%) of such costs for Landlord's overhead. If any signage
requires utilities, such as electrical lighting, Landlord must first approve the
design, installation and use of such utilities in Landlord's sole discretion and
Tenant, its Permitted Assignee and their Permitted Affiliates shall pay, at its
sole cost and expense, all costs and expenses associated with the design,
installation and use of any such utilities.

        3.5    PARKING.

               3.5.1 UNASSIGNED PERMITS. Landlord agrees to make available to
Tenant throughout the Term, and Tenant agrees to take and lease, two and
eight-tenths (2.8) permits to park passenger vehicles (excluding buses) for
every one thousand (1,000) square feet of Net Rentable Area within the Leased
Premises (rounded down to the nearest whole number) on an unassigned basis in
the Parking Garage ("UNASSIGNED PERMITS"). Each Unassigned Permit shall be made
available at no cost to Tenant until the fifth (5th) anniversary of the
Commencement Date; thereafter through the remainder of the initial Term, each
such Permit shall be available for a cost to Tenant of Thirty-Five and No/100
Dollars ($35.00) plus any applicable sales tax per Permit per month; and during
any Renewal Term, each such Unassigned Permit shall be available for a cost to
Tenant equal to the then market monthly rate for unreserved contract parking in
the Parking Garage plus any applicable sales tax. At Tenant's option, and at
Tenant's cost, up to five (5) of the Unassigned Permits may be allocated to five
(5) spaces located in the Parking Garage (as determined by Landlord) and
designated as "Bank United Visitor Parking", in which event, Tenant shall
continue to pay the applicable monthly rate plus sales tax, and Landlord shall
provide Tenant with One Hundred Twenty-Five and No/100 Dollars ($125.00) per
month in parking validation coupons for use by Tenant's visitors utilizing such
spaces for the initial Term of this Lease. Additional Unassigned Permits in the
Parking Garage may be available to Tenant on an as available basis ("ADDITIONAL
UNASSIGNED PERMITS") at a cost to Tenant of Twenty-Five and No/100 Dollars
($25.00) plus any applicable sales tax per Permit per month from the
Commencement Date until the fifth (5th)

                                      -27-
<PAGE>
anniversary of the Commencement Date, thereafter through the remainder of the
initial Term at a cost to Tenant of Thirty-Five and No/100 Dollars ($35.00) plus
any applicable sales tax per Permit per month; and during any Renewal Term at a
cost to Tenant equal to the then market monthly rate for unreserved contract
parking in the Parking Garage plus any applicable sales tax. Additional
Unassigned Permits shall be made available on a month-to-month basis and may be
terminated by Landlord at any time for any reason. No specific spaces are to be
assigned to Tenant for the Unassigned Permits, but Landlord may designate the
area in which vehicles with Unassigned Permits may be parked, which designations
may change from time to time. Any Unassigned Permits may be utilized by Tenant
for double shift parking (i.e., use by a second employee after 5:30 p.m. and
until 6:30 a.m. the next morning) at no cost to Tenant except for the cost of
the additional access card as provided below; and except that Tenant shall bear
all increased costs to Landlord resulting from such double shift parking
including without limitation increased security or other personnel,
modifications to maintenance, repair or janitorial services, and other costs of
operating the Parking Garage and the Building.

               3.5.2 ASSIGNED PERMITS. Landlord agrees to make available to
Tenant, and Tenant agrees to take and lease, throughout the Term, and in
addition to the Unassigned Permits provided pursuant to Section 3.5.1, permits
to park one passenger vehicle (excluding buses) for every five thousand (5,000)
square feet of Net Rentable Area within the Leased Premises in reserved spaces
designated by Landlord from time to time in the Parking Garage ("ASSIGNED
PERMITS"). Each such Assigned Permit shall be made available at no cost to
Tenant until the first (1st) anniversary of the Commencement Date; thereafter
through the remainder of the initial Term, each such Assigned Permit shall for a
cost to Tenant of Fifty and No/100 Dollars ($50.00) plus any applicable sales
tax per Permit per month; and during any Renewal Term, each such Assigned Permit
shall be available for a cost to Tenant equal to the then market monthly rate
for reserved contract parking in the Parking Garage plus any applicable sales
tax. Landlord will designate a specific space in the Parking Garage for each
Assigned Permit, issued by Landlord to Tenant, which designated space may be
changed by Landlord from time to time. Landlord shall have the right, from time
to time, to relocate the areas in the Parking Garage in which the holders of
Assigned Permits park, provided that all of the areas in which holders of
Assigned Permits park shall be located within two (2) floors of the Parking
Garage, and provided that in all events ten (10) spaces will be assigned to
Tenant for the holders of Assigned Permits to park on the level of the Parking
Garage where the holders of Assigned Permits currently park. In addition,
Landlord shall have the right to relocate the specific spaces assigned to Tenant
for its Assigned Permits if necessary to create space for the generator to which
Tenant is entitled under EXHIBIT G to this Lease. Notwithstanding the foregoing,
Landlord will not relocate the specific spaces assigned to Tenant for its
Assigned Permits solely to accommodate another tenant of the Building by giving
such specific spaces to such other tenant to use for parking.

               3.5.3 SURFACE VISITOR PARKING. Landlord agrees to make available
to Tenant, so long as such spaces are available to Landlord, and at a cost to
Tenant equal to Landlord's cost for such spaces (which shall be equal to
Landlord's cost of all surface parking spaces multiplied by a

                                      -28-
<PAGE>
fraction, the numerator of which is the number of Surface Spaces (defined
below), and the denominator of which is the total number of surface parking
spaces), up to ten (10) passenger vehicle spaces (excluding buses) ("SURFACE
SPACES") located on the surface parking area on the west side of the Building,
to be used by Tenant as visitor parking. The Surface Spaces shall be designated
as visitor parking for Tenant by the installation of signage paid for by Tenant
and approved by Landlord in its sole discretion. Landlord's rights to such
spaces are derived from a month-to-month lease terminable at any time by the
lessor thereunder. Any termination of such month-to-month lease shall
automatically terminate Tenant's rights to use such Surface Spaces hereunder
without any cost or liability to Landlord. Tenant may, after completion of its
initial construction pursuant to EXHIBIT E, terminate its right to use the
Surface Space at any time effective on the first day of a calendar month after
at least thirty (30) days prior written notice.

               3.5.4 BASIC TERMS. All such parking permits shall be made
available to Tenant on the following terms and conditions:

               (a) Tenant shall pay to Landlord or the operator of the Parking
        Garage, as may be designated from time to time by Landlord, monthly in
        advance, the above stated monthly rate (or in the case of the surface
        parking, Landlord's cost) for Unassigned Permits, Assigned Permits
        and/or Surface Spaces, a pro rata portion of which shall be payable for
        any partial month during the Term.

               (b) Tenant shall pay to Landlord Landlord's then applicable
        charge for the issuance of any parking card or sticker, including any
        replacements therefor, for each Parking Garage access card provided by
        Landlord to Tenant.

               (c) Tenant's obligation to pay parking rental hereunder shall be
        considered an obligation to pay Rent for all purposes hereunder and
        shall be secured in like manner as in Tenant's obligation to pay Rent.

               (d) The market monthly rent for Unassigned Permits or Assigned
        Permits in the Parking Garage shall be the rate charged for comparable
        parking in the Greenway Plaza and Galleria areas taking into account all
        relevant factors.

               3.5.5 PARKING SPACES WITH ADDITIONS OR REDUCTIONS TO LEASED
PREMISES. Should additional space be added to the Leased Premises (whether
through the exercise of Tenant's Preferential Rights or otherwise), Landlord
agrees to make available to Tenant throughout the remainder of the Term, and
Tenant agrees to take and lease, two and eight-tenths (2.8) Additional
Unassigned Permits to park passenger vehicles (excluding buses) for every one
thousand (1,000) square feet of Net Rentable Area within the additional space
added to the Leased Premises (rounded down to the nearest whole number) on an
unassigned basis in the Parking Garage at a cost to Tenant equal to the then
market monthly rate for unreserved contract parking in the Parking Garage plus
any applicable sales tax. No additional Assigned Permits will be available to
Tenant. In addition, should

                                      -29-
<PAGE>
space be deleted from the Leased Premises pursuant to Tenant's exercise of its
Contraction Option set forth in Article V of EXHIBIT B, then Landlord shall no
longer be obligated to make available to Tenant, and Tenant shall no longer have
any right or obligation to lease, the Permits allocable to such space under
Sections 3.5.1 and 3.5.2 hereof.

               3.5.6 TENANT'S RIGHT TO REDUCE AND INCREASE PERMITS. Tenant shall
have the right, from time to time, to elect to lease fewer Permits than the
amount to which Tenant is entitled, such election to be effective as of the
first day of a calendar month after at least thirty (30) days prior written
notice from Tenant making such election. Permits that Tenant has elected not to
lease may be leased by Landlord to other tenants of the Building or to other
third parties. Tenant shall have the right to request in writing that Landlord
lease to Tenant those Permits to which Tenant is entitled under this Lease, but
which Tenant had previously elected not to lease provided (a) in no event shall
Tenant be entitled to lease more Permits (or a different ratio of Assigned
Permits or Unassigned Permits) than provided in Sections 3.5.1 and 3.5.2, (b)
Tenant must deliver to Landlord written notice of its request to lease any such
Permits, and (c) Landlord shall have twelve (12) months following receipt of
Tenant's written notice to make such Permits available to Tenant.

                                       IV.

        4.1 CARE OF THE LEASED PREMISES. Tenant shall not commit and shall use
reasonable efforts to prevent any party under Tenant's reasonable control from
committing any waste or damage to any portion of the Leased Premises or the
Project, and at the termination of this Lease, by lapse of time or otherwise,
Tenant shall deliver up the Leased Premises to Landlord in as good condition as
existed on the date of possession by Tenant, excepting only ordinary wear and
tear, alterations and additions permitted to be made and removed under the terms
of this Lease, and damage or destruction from casualty or condemnation for which
Tenant is not obligated repair. Upon such termination of this Lease, Landlord
shall have the right to reenter and resume possession of the Leased Premises.

        4.2 ENTRY FOR REPAIRS AND INSPECTION. Landlord and its contractors,
agents, or representatives shall have the right to enter into and upon any part
of the Leased Premises at all reasonable hours to inspect, maintain or clean the
same, make repairs, alterations or additions thereto, to show the same to
mortgagees or prospective purchasers, and unless Tenant has elected (deemed or
otherwise) to renew or extend the Term of this Lease, to show the Leased
Premises to prospective tenants during the final twelve (12) months of the Term
of this Lease (or, if Tenant has elected to renew the Term under Article I of
EXHIBIT B, then during the final twelve (12) months of such Renewal Term), and
Tenant shall not be entitled to any abatement or reduction of Rent by reason
thereof. In exercising this right, Landlord agrees to use reasonable efforts not
to interfere with the conduct of Tenant's business in the Leased Premises.
Except in the event of an emergency, all repairs, alterations, or additions that
would interfere in any material respect with Tenant's use and enjoyment of the
Leased Premises shall, to the extent reasonably possible under the
circumstances, be made after normal business hours. Unless otherwise requested
by Tenant in writing, Landlord

                                      -30-
<PAGE>
shall not enter into any areas previously designated in writing by Tenant as
high security areas unless (a) Landlord shows cause therefor and provides Tenant
with not less than twenty-four (24) hours advance written notice thereof, or (b)
in the event of an emergency, in which event Landlord shall use reasonable
efforts to notify Tenant's emergency response team (which Tenant shall supply to
Landlord in the event that Tenant designates any high security areas) and in
either such case, in no event shall Landlord enter into any such high security
areas without notifying and being accompanied by one of Tenant's on-site
security personnel. Landlord's obligations under this Lease shall be reduced to
the extent of Tenant's refusal to grant access to such portions of the Leased
Premises.

        4.3 NO NUISANCE. Tenant shall conduct its business and control its
agents, contractors, customers, employees, invitees, licensees, servants and
visitors in such manner so as not to create any nuisance or unreasonably
interfere with, annoy or disturb any other tenant or Landlord in its operation
of the Project.

        4.4 LAWS AND REGULATIONS; BUILDING RULES AND REGULATIONS. Tenant shall
comply with, and Tenant shall cause its agents, contractors, customers and
employees to comply with, all laws, ordinances, orders, rules and regulations
(state, federal, municipal and other agencies or bodies having any jurisdiction
thereof) relating to the use, condition or occupancy of the Leased Premises or
the conduct of Tenant's business therein, and with the Building Rules and
Regulations set forth on EXHIBIT D and such other rules and regulations as are
reasonably adopted by Landlord from time to time, for the safety, care or
cleanliness of the Leased Premises, the Building and the Project, or for
preservation of good order therein, all of which will be sent by Landlord to
Tenant in writing and shall be thereafter consistently applied by Landlord and
carried out and observed by Tenant, its agents, contractors, customers and
employees. In the event of a conflict between the Building Rules and Regulations
and the provisions of this Lease, the provisions of this Lease shall control,
subject to applicable governmental requirements.

        4.5 AMERICANS WITH DISABILITIES ACT; CLEAN AIR ACT; TEXAS ARCHITECTURAL
BARRIERS ACT. Landlord shall be responsible, as an Operating Expense (including
all consultation, architectural and engineering fees and expenses), for making
any alterations, additions and improvements and/or renovations, if any, required
to cause the base Building, Building systems and the common areas of the Project
(excluding core restrooms located within the existing Leased Premises) to comply
with the provisions of the Americans With Disabilities Act ("ADA"), the Texas
Architectural Barriers Act ("TABA") and Section 604 of the Clean Air Act
Amendments of 1990 (codified at 42 U.S.C. ss. 7671c) (the "CLEAN AIR ACT
AMENDMENTS"). Tenant shall be responsible, at Tenant's sole cost and expense
(including all consultation, architectural and engineering expenses), for making
any alterations, additions, improvements and/or renovations, if any, to cause
the Leased Premises, including core restrooms and elevator lobbies located in
the Leased Premises, to comply with the ADA, TABA and Clean Air Act Amendments.
If any multi-tenant floor in the Building on which Tenant hereafter leases space
together with other tenants is not in compliance with the provisions of the ADA,
TABA and Clean Air Act Amendments, Landlord shall cause the Floor-Shared Areas

                                      -31-
<PAGE>
on such floor (including, core restrooms, elevator lobbies and multi-tenant
corridors) to so comply. Capital costs incurred by Landlord pursuant to this
Section 4.5 shall be included in Operating Expenses under Section 2.4.1 (vii),
and maintenance (or other similar non-capital costs) shall be included in
Operating Expenses under Section 2.4.

        4.6 LEGAL USE AND VIOLATIONS OF INSURANCE COVERAGE. Tenant shall not
occupy or use the Leased Premises, or permit any portion of the Leased Premises
to be occupied or used, for any business or purpose which is unlawful,
disreputable or deemed to be hazardous on account of fire or other hazards, or
permit anything to be done which would in any way increase the rate of fire or
liability or any other insurance coverage on the Project or its contents. In
addition, Landlord shall comply with all laws, ordinances, orders, covenants,
and restrictions running with the Land, all rules and regulations (state,
federal and municipal and other agencies or bodies having jurisdiction thereof)
relating to the ownership and operation of the Project.

        4.7    ENVIRONMENTAL MATTERS.

               4.7.1 DEFINITIONS. For purposes of this Lease, "HAZARDOUS
MATERIALS" shall mean those elements, materials, compounds, mixtures or
substances, including, but not limited to asbestos, which are contained in the
list of hazardous substances adopted by the United States Environmental
Protection Agency (the "EPA") or which are defined as hazardous, toxic,
pollutant, infectious, flammable or radioactive by any Environmental Law. For
purposes of this Lease, "ENVIRONMENTAL LAW" shall mean any Federal, State, or
local statute, law, ordinance, code, rule, regulation, order, or decree
regulating, relating to, or imposing liability or standards of conduct
concerning, any hazardous, toxic, or dangerous waste, substance, element,
compound, mixture or material, as now or at any time hereafter in effect
including, without limitation, the Federal Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended, or rules and regulations of
the EPA or any other state or federal department, board or agency, or other
governmental department, board or agency.

               4.7.2 LANDLORD OBLIGATIONS; INDEMNITY. Landlord hereby represents
to Tenant that, to the best of Landlord's knowledge, (i) Landlord has not used
or knowingly permitted the Project to be used in violation of any Environmental
Laws and (ii) the Project does not contain material amounts of Hazardous
Materials in violation of any applicable Environmental Laws. Notwithstanding the
foregoing, Landlord makes no representations or warranties respecting any
portion of the Project leased or occupied by Tenant pursuant to the Old Lease or
any portion of the Leased Premises leased to Tenant hereunder. Landlord shall
not use or knowingly permit the use of any Hazardous Materials in violation of
applicable Environmental Laws in the operation, maintenance or use of the
Project (other than the Leased Premises). Landlord shall indemnify, defend and
hold Tenant harmless, from and against all claims, liens, losses, damages and
expenses, including without limitation attorneys' fees and court costs
(collectively, "LOSSES"), arising out of, directly or indirectly, a breach of
Landlord's representations or obligations set forth in this Section 4.7.2 as an
Operating Expense. In addition to and without limiting the foregoing, in the
event any

                                      -32-
<PAGE>
Hazardous Materials are discovered at or in the Project (other than the Leased
Premises) in violation of any applicable Environmental Laws, and the presence of
the same was caused by Landlord, Landlord agrees to undertake, as an Operating
Expense, all reasonable actions necessary to effect compliance with such
applicable Environmental Laws relating thereto.

               4.7.3 TENANT OBLIGATIONS; INDEMNITY. Tenant hereby represents to
Landlord that, (i) to Tenant's actual knowledge, Tenant has not used or
knowingly permitted the Leased Premises to be used in violation of any
Environmental Laws and (ii) Tenant has not placed on the Leased Premises any
Hazardous Materials in violation of any applicable Environmental Laws. Tenant
shall not cause or knowingly permit any Hazardous Materials to be brought upon,
kept, used or installed in the Leased Premises in violation of applicable
Environmental Laws. Tenant shall indemnify, defend and hold Landlord harmless,
from and against all Losses arising out of, directly or indirectly, Tenant's
breach of its representations or obligations under this Section 4.7.3. In
addition to and without limiting the foregoing, in the event any Hazardous
Materials are discovered at or in the Project in violation of any applicable
Environmental Laws, and the presence of the same was caused by Tenant, or
Hazardous Materials are discovered in the Leased Premises in violation of any
applicable Environmental Laws, Tenant agrees to undertake, at Tenant's sole cost
and expense, all reasonable actions necessary to effect compliance with such
applicable Environmental Laws relating thereto.

        4.8 WINDOW COVERINGS. Tenant agrees to use the Building standard window
coverings on all exterior windows of the Building. Tenant shall not place or
maintain any window coverings, blinds or drapes on any exterior window without
Landlord's prior written approval which Landlord shall have the right to grant
or withhold in its absolute and sole discretion. Tenant acknowledges that breach
of this covenant will directly and adversely affect the exterior appearance of
the Project and the operation of the heating, ventilating and air conditioning
systems. Landlord approves Tenant's existing window coverings.

               4.9 NO WARRANTIES. LANDLORD'S DUTIES AND WARRANTIES ARE LIMITED
TO THOSE EXPRESSLY STATED IN THIS LEASE AND SHALL NOT INCLUDE ANY IMPLIED DUTIES
OR IMPLIED WARRANTIES, NOW OR IN THE FUTURE. NO REPRESENTATIONS OR WARRANTIES
HAVE BEEN MADE BY LANDLORD OTHER THAN THOSE CONTAINED IN THIS LEASE. EXCEPT AS
EXPRESSLY SET FORTH HEREIN TENANT HEREBY WAIVES ANY AND ALL WARRANTIES, EXPRESS
OR IMPLIED, WITH RESPECT TO THE LEASED PREMISES WHICH MAY EXIST BY OPERATION OF
LAW OR IN EQUITY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF HABITABILITY OR
FITNESS FOR A PARTICULAR PURPOSE.

                                      -33-
<PAGE>
                                       V.

        5.1    LEASEHOLD IMPROVEMENTS.

               5.1.1 AS-IS. Tenant has made a complete inspection of the Leased
Premises and agrees it will accept the Leased Premises in its existing condition
on the date hereof. The foregoing shall not, however, be interpreted to diminish
Landlord's repair obligations under Section 5.2 hereof, and in connection
therewith, Landlord represents and warrants to Tenant that to the best of
Landlord's knowledge all of the Building's HVAC, mechanical, electrical,
plumbing and structural systems are in good working order and repair, taking
into consideration the age of the Building.

               5.1.2 ALTERATIONS. Provided that Tenant has notified Landlord in
writing at least ten (10) days prior to the commencement of any such work within
the Leased Premises, Tenant shall have the right to make non-structural
alterations or physical additions (including fixtures) to the Leased Premises
subject to the following limitations: (i) such alterations and additions will
not impair the structural integrity of the Building, (ii) such alterations and
additions will not affect the mechanical, electrical, plumbing, heating,
air-conditioning, or ventilation systems of the Leased Premises, (iii) such
alterations and additions will not in the aggregate cost more than $50,000
(excluding carpet and paint), (iv) such alterations and additions are
accomplished in a good and workmanlike manner and in accordance with all
applicable governmental requirements (including Houston Building Code
requirements), (v) such alterations are not visible from outside the Leased
Premises, and (vi) Tenant obtains all applicable governmental permits and
approvals required in connection with such alterations or additions. Subject to
(i) through (vi) immediately above, and further subject to Landlord's prior
reasonable approval of all plans and specifications therefor, Tenant, at
Tenant's sole expense, shall be permitted to install internal stairwells between
any two floors which Tenant occupies exclusively pursuant to this Lease provided
that upon expiration or earlier termination of this Lease, Tenant shall, at
Landlord's sole discretion and Tenant's sole expense, remove such stairwells and
restore the Leased Premises to its original condition. Except as expressly
provided above, Tenant shall not make or allow to be made any alterations or
physical additions (including fixtures) in or to the Leased Premises or place
safes, vaults, filing cabinets, libraries or other heavy furniture or equipment
within the Leased Premises without first obtaining the written consent of
Landlord, not to be unreasonably withheld or delayed. Any alterations or
physical additions in or to the Leased Premises shall be subject to any
reasonable terms or conditions Landlord may require to ensure that the
alterations or additions are in conformity with the standards of the Building
and will not impair the structural, mechanical, electrical, plumbing, heating,
air-conditioning, or ventilation integrity of the Building.

               5.1.3 PROPERTY OF LANDLORD. All alterations, physical additions
and improvements in or to the Leased Premises (including fixtures) shall, when
made, become the property of Landlord (provided that alterations or improvements
paid for by Tenant and not from allowances provided by Landlord shall be owned
for federal income tax purposes by Tenant during the Term and, upon the
expiration of the Term, shall become the property of Landlord) and shall be
surrendered to Landlord

                                      -34-
<PAGE>
upon termination of this Lease, whether by lapse of time or otherwise; provided,
however, Tenant may remove or cause to be removed from the Leased Premises not
later than ten (10) days following the expiration or termination of this Lease
trade fixtures, movable equipment and furniture owned or leased by Tenant and
Tenant's built-in desks, cabinets, shelves and filing systems. Tenant shall
repair all damage to the Leased Premises and the Project resulting from Tenant's
removal of property (excluding, however, and Tenant shall not be required to (i)
repair leasehold improvements that Landlord intends to demolish in connection
with the build out of the Leased Premises for a new tenant, (ii) repair damage
to the Leased Premises occasioned by the installation and removal of Tenant's
built-in desks, cabinets, shelves and filing systems provided that the damage is
of the type that would reasonably be expected to result from detaching such
built-in components from the Leased Premises or (iii) remove the steel rods
supporting the aforementioned built-in components). Any property of Tenant not
removed from the Leased Premises not later than ten (10) days following
termination or expiration of this Lease shall, at Landlord's option, be deemed
the property of Landlord.

               5.1.4 TAXES. Tenant shall be responsible for ad valorem taxes on
its personal property. In addition, Tenant shall be responsible for all ad
valorem taxes attributable to, and separately assessed on, the value of Tenant's
above Building standard leasehold improvements in the Leased Premises only if
the applicable taxing authority makes a separate allocation with respect to such
leasehold improvements.

        5.2    REPAIRS BY LANDLORD.

               5.2.1 REPAIRS. Landlord shall, at Landlord's sole cost and
expense (but which may be included in Operating Expenses to the extent permitted
hereunder), keep and maintain in good working order and repair, and shall make
such improvements, repairs or replacements as are necessary or appropriate to,
the exterior walls, all structural components and elements of the Project,
lobbies, stairs, elevators (including without limitation, cabs and doors),
corridors and corridor walls and wall treatments, carpeting, public restrooms,
roofs, plate glass, parking areas, paved areas, walkways and drives,
landscaping, base Building improvements, and all facilities, systems and
equipments relating to the furnishing of services (including mechanical,
electrical, water, heating, ventilating and air conditioning, life safety and
elevators) required to be provided by Landlord pursuant to this Lease, all at
such times, in such manner and to such extent as is reasonably necessary or
appropriate to maintain the Project in good order and condition consistent with
a first-class office building located in the Greenway Plaza and Galleria areas
in Houston. All repairs, alterations or additions that affect the Project's
structural components or major mechanical, electrical or plumbing systems shall
be made by Landlord or its contractors only, and, subject to Section 6.7, in the
case of any damage to such components or systems caused by Tenant or Tenant's
agents, employees, construction contractors, or cleaning contractors, shall be
paid for by Tenant in an amount equal to Landlord's costs plus seven percent
(7%) for overhead, which shall be payable within thirty (30) days after demand.
Notwithstanding anything to the contrary contained in this Section 5.2.1,
Landlord shall not be required to make any improvements to or repairs of any
kind or character to the

                                      -35-
<PAGE>
leasehold improvements within the Leased Premises during the Term, except (i)
subject to Section 6.7, repairs to leasehold improvements to the extent they
have been damaged as a result of the negligence of Landlord, or Landlord's
agents, employees, construction contractors, or cleaning contractors, and (ii)
repairs to Building standard improvements as may be necessary for normal
maintenance; provided, however, non-Building standard leasehold improvements
shall, at Tenant's written request, be maintained, repaired or replaced by
Landlord at Tenant's expense, at a cost equal to Landlord's costs plus seven
percent (7%) overhead, which shall be payable within thirty (30) days after
demand. Landlord shall, as a part of Operating Expenses, replace the flooring in
the elevators serving the Leased Premises at least every three (3) years during
the Term, such replacement flooring to be of a quality in keeping with a
first-class office building located in the Greenway Plaza and Galleria areas in
Houston.

               5.2.2 OVERHEAD CHARGES. Except as provided above in Section 3.1,
Section 3.4, Section 5.2.1, this Section 5.2.2, Section 5.3, EXHIBIT E, and
EXHIBIT G, Landlord shall not charge to Tenant any profit, overhead or
supervision fee, or general condition costs (whether for improvements,
alterations, additions, renovations and/or refurbishments or any services).
Landlord may, however, charge a market fee of up to seven percent (7%) on
non-Building standard services provided at Tenant's request other than the
provision of overtime heating, ventilation, and air-conditioning or additional
electrical usage that does not involve the installation or use of additional
equipment or facilities.

        5.3 REPAIRS BY TENANT. Subject to Sections 5.2 and 6.7, Tenant shall, at
its own cost and expense, repair or replace any damage or injury done to its
leasehold improvements or any part thereof caused by Tenant or Tenant's agents,
contractors, customers, employees, invitees, licensees, servants or visitors. If
Tenant fails to make such repairs or replacements to its leasehold improvements
promptly, Landlord may, at its option, make such repairs or replacements and
Tenant shall repay Landlord's cost plus seven percent (7%) for overhead, which
shall be payable on demand.

        5.4    ALLOWANCES.

               5.4.1 INITIAL ALLOWANCE. Landlord shall pay to Tenant an
allowance ("INITIAL ALLOWANCE") equal to $15.00 per square foot of Net Rentable
Area contained in the initial Leased Premises (provided the portion of the
Initial Allowance applicable to any portion of the Leased Premises for which the
Rent Commencement Date is not March 1, 1998 shall be proportionately reduced by
multiplying such Initial Allowance by a fraction, the numerator of which is the
number of days in the Term after the Rent Commencement Date for such portion of
the Leased Premises and the denominator of which is the number of days in the
Term Commencing March 1, 1998) to be used for Tenant's relocation costs, space
planning and design costs and the cost of any leasehold improvements within the
initial Leased Premises, signage, generator, and any lobby improvements,
including, but not limited to, repainting, recarpeting, repairs or
refurbishments of existing leasehold improvements, installation of additional
leasehold improvements, and telephone and/or computer cabling and installation,
all work to be performed and the payment of the Initial Allowance to be

                                      -36-
<PAGE>
paid in accordance with the terms of this Lease. Up to $5.00 per square foot of
Net Rentable Area of said allowance may be applied at Tenant's request to the
first accruing Base Rental hereunder. Any Initial Allowance not so used by
Tenant shall be forfeited. Such allowance shall be either: (i) paid monthly as
work progresses directly by Landlord to Landlord or any contractors/vendors
retained by Landlord in connection with the completion of any work undertaken on
behalf of Tenant at Tenant's request as provided herein (which may include a
construction management fee paid to Landlord equal to three percent [3%] of the
cost of construction); or (2) in the event Tenant or any contractors/vendors
perform such work, then paid directly to such contractors/vendors monthly as
work progresses upon completion of work/delivery of materials for which payment
is requested and submission to Landlord of satisfactory invoices, building and
other permits, certificates of occupancy, and lien waivers therefor and a
certification by Tenant and/or Tenant's architect that all such work for which
payment is requested has been completed and all such materials for which payment
is requested have been delivered on-site at the Building or have been
incorporated into such work (in which event, Landlord shall be paid a
construction supervision fee from such allowance equal to one percent [1%] of
the cost of construction, but in no such event shall such fee exceed
$20,000.00). Tenant may become entitled to receive portions of the foregoing
allowance prior to the Commencement Date, but Landlord shall have no obligation
to make any payment to, or on account of, Tenant prior to January 1, 1998.
Landlord will not provide construction management services, but will merely
provide supervision and an oversight for Landlord's benefit if Tenant elects to
perform such work.

               5.4.2 ADDITIONAL ALLOWANCE DURING INITIAL TERM. On or after the
fifth (5th) anniversary of the Commencement Date and before the sixth (6th)
anniversary of the Commencement Date, and within sixty (60) days after the
written request of Tenant, Landlord shall pay to Tenant an allowance
("ADDITIONAL ALLOWANCE") equal to $3.00 per square foot of Net Rentable Area as
then contained in the Leased Premises. Upon Tenant's written notice to Landlord
on or before the Commencement Date, Tenant shall have the option to cause
Landlord to pay to Tenant as an addition to the Initial Allowance an amount
equal to $1.82 per square foot of Net Rentable Area contained within the initial
Leased Premises in lieu of said Additional Allowance. Such Additional Allowance
shall be used for Tenant's space planning and design costs and the cost of any
leasehold improvements within the Leased Premises, signage, generator, and any
lobby improvements as otherwise provided and permitted herein. Such allowance
shall be either: (i) paid monthly as work progresses directly by Landlord to
Landlord or any contractors/vendors retained by Landlord in connection with the
completion of any work undertaken on behalf of Tenant at Tenant's request as
provided herein (which may include a construction management fee paid to
Landlord equal to three percent [3%] of the cost of construction); or (2) in the
event Tenant or any contractors/vendors perform such work, then paid directly to
such contractors/vendors monthly as work progresses upon completion of
work/delivery of materials for which payment is requested and submission to
Landlord of satisfactory invoices, building and other permits, certificates of
occupancy, and lien waivers therefor and a certification by Tenant and/or
Tenant's architect that all such work for which payment is requested has been
completed and all such materials for which payment is requested have been
delivered on-site at the Building or have been incorporated into such

                                      -37-
<PAGE>
work (in which event, Landlord shall be paid a construction supervision fee from
such allowance equal to one percent [1%] of the cost of construction, except
that if Tenant elects to have the Initial Allowance increased in lieu of
receiving the Additional Allowance, then the $20,000 limit set forth in Section
5.4.1 also shall apply in connection with such increase in the Initial Allowance
so that Landlord's construction supervision fee for both the Initial Allowance
and the increase in the Initial Allowance permitted under this Section 5.4.2
shall not exceed $20,000). Tenant may become entitled to receive portions of the
foregoing allowance prior to the Commencement Date, but Landlord shall have no
obligation to make any payment to, or on account of, Tenant prior to January 1,
1998. Landlord will not provide construction management services, but will
merely provide supervision and an oversight for Landlord's benefit if Tenant
elects to perform such work.

                                       VI.

        6.1 CONDEMNATION.

               6.1.1 OPTION TO TERMINATE. If the Leased Premises shall be taken
or condemned for any public purpose to such an extent as to render twenty-five
percent (25%) or more of the Leased Premises Untenantable, this Lease shall, at
the option of either party, cease and terminate as of the date of such taking or
condemnation. Each party shall notify the other of its election to terminate
within thirty (30) days after receipt of notice of such taking or condemnation.
If less than twenty-five percent (25%) of the Leased Premises is rendered
Untenantable as a result of such taking, this Lease shall continue in full force
and effect but all Rent shall abate with respect to the portion so taken. As
used in this Lease, the term "UNTENANTABLE" shall mean the condition whereby
Tenant's use and enjoyment of the Leased Premises or any portion thereof is
interrupted or interfered with in any material respect.

               6.1.2 DISTRIBUTION OF PROCEEDS. All proceeds from any taking or
condemnation affecting the Project or the Leased Premises shall be distributed
to and belong to Landlord, except that, in the event of a taking of the Leased
Premises, (i) Tenant shall be entitled to the unamortized value of any
improvements, alterations or additions to the Leased Premises made after the
Commencement Date and paid for by Tenant (excluding, however, any improvements,
alterations or additions paid for with the proceeds of any
improvements/refurbishment allowance) and not removable by Tenant at the
expiration of the Term, and (ii) Tenant shall be entitled to prosecute a
separate claim for Tenant's relocation and moving expenses. Amortization of any
improvements, alterations or additions made to the Leased Premises during the
primary Term shall be calculated on a straight-line method over the remainder of
the primary Term. Amortization of any improvements, alterations or additions
made to the Leased Premises during a Renewal Term shall be calculated on a
straight-line method over the remainder of such Renewal Term. In no event shall
Tenant be entitled to any condemnation award unless the same does not reduce the
value of Landlord's award.

                                      -38-
<PAGE>
        6.2 DAMAGES FROM CERTAIN CAUSES. Neither Landlord nor any mortgagee(s)
shall be liable or responsible to Tenant for any loss or damage to any property
or person occasioned by act of God, public enemy, injunction, riot, strike,
insurrection, war, court order, requisition or order of governmental body or
authority or any cause beyond Landlord's control or for any inconvenience which
may arise through repair or alteration of any part of the Project resulting from
the aforementioned causes. All goods, property or personal effects placed by
Tenant in or about the Project shall be at the sole risk of Tenant.

        6.3    FIRE OR OTHER CASUALTY.

               6.3.1 NOTICE. In the event of a fire or other casualty in the
Leased Premises, Tenant shall immediately give notice thereof to Landlord.

               6.3.2 RESTORATION ESTIMATE. Within forty-five (45) days following
any damage or destruction to the Project or the Leased Premises, Landlord shall
obtain from a responsible contractor selected by Landlord, an estimate (the
"RESTORATION ESTIMATE") of the time required to complete the applicable
restoration or rebuilding.

               6.3.3 OBLIGATION TO REBUILD. Subject to the rights of Landlord
and Tenant to terminate this Lease as set forth in Section 6.3.4 below, Landlord
shall commence and prosecute any repair work promptly and with reasonable
diligence but shall only be obligated to restore or rebuild the Leased Premises
to a Building standard condition; provided however, Tenant may cause Landlord to
rebuild or restore the Leased Premises to the condition they were in prior to
such damage or destruction if Tenant bears the cost (including rentals which are
lost due to any excess construction time and not covered by rental loss
insurance proceeds) of such restoration or rebuilding to the extent the same
exceeds the costs Landlord would have incurred had only Building standard
improvements been constructed). Building standard shall mean the scope and
quality of items set forth in EXHIBIT H attached hereto.

               6.3.4 LANDLORD AND TENANT TERMINATION RIGHTS. Landlord and Tenant
shall each have the right to terminate this Lease if the Leased Premises or any
portion thereof is damaged or destroyed and the Restoration Estimate provides
that the repair or restoration of the Leased Premises with Building standard
improvements cannot reasonably be completed within one hundred eighty (180) days
following the commencement thereof; provided however, the rights of termination
granted under this sentence shall be available to Landlord only if one of the
following conditions is also satisfied: (x) the damage or destruction occurs
during the last two (2) years of this Lease and there is no Renewal Option then
remaining, or if there is a remaining Renewal Option, Tenant does not exercise
the same by written notice to Landlord delivered within thirty (30) days
following receipt of Landlord's termination notice, which renewal notice shall
include the same information as contained in a renewal notice delivered pursuant
to Section 1.2 of EXHIBIT B hereto, or (y) the damage or destruction does not
occur during the last two (2) years of this Lease, but Landlord is terminating
this Lease simultaneously with the termination of all other leases in the
Building.

                                      -39-
<PAGE>
Landlord and Tenant shall each have the right to terminate this Lease if the
Building or any portion thereof is damaged or destroyed and the Restoration
Estimate provides that the repair or restoration to the Building cannot
reasonably be completed within three hundred sixty-five (365) days following the
commencement thereof. In the event either Landlord or Tenant elect to terminate
this Lease based upon the provisions of this Section 6.3.4, such party must make
such election and notify the other party of such election within thirty (30)
days following the date Tenant receives the Restoration Estimate from Landlord;
otherwise, such party shall be deemed to have elected not to terminate this
Lease as a result of such damage or destruction. In the event this Lease is
terminated by either party pursuant to this Section 6.3.4, Tenant shall vacate
the Leased Premises as soon as reasonably practicable, but in no event later
than one hundred twenty (120) days following the election by either party to
terminate this Lease, Tenant shall pay all Rent owed up to the time of such
damage or destruction, and Tenant shall pay a pro rata share of Rent on those
portions of the Leased Premises occupied (or deemed occupied) by Tenant
following such damage or destruction from the date of such damage or destruction
until Tenant vacates such portion or portions, as the case may be, of the Leased
Premises. For purposes of calculating Rent under the preceding sentence, if
Tenant continues to occupy any portion of a floor that Tenant leased as a full
floor prior to the damage or destruction, Tenant shall be deemed in occupancy of
all space on such floor that is reasonably occupiable, regardless of whether
Tenant is actually using the space.

               6.3.5 RENTAL ABATEMENT FOLLOWING CASUALTY. Unless this Lease is
terminated as provided in Section 6.3.4 hereof, this Lease shall continue in
effect following a fire or other casualty on the same terms and conditions set
forth herein except that the Rent provided for herein shall abate as to the
portion of the Leased Premises rendered Untenantable until such time as the
Leased Premises (or portion thereof) are no longer Untenantable.

        6.4 CASUALTY INSURANCE. Landlord shall maintain standard fire and
extended coverage insurance on the Project (excluding leasehold improvements)
and on all Building standard leasehold improvements, in the amount not less than
one hundred percent (100%) of their full replacement cost. Said insurance shall
be issued by and binding upon an insurance company authorized to do business in
Texas with a Best's rating of not less than A-, XI, in amounts which are
reasonable and customary for landlords of similar first-class office projects in
the Greenway Plaza and Galleria areas, and at the expense of Landlord (but with
the same to be included in the Operating Expenses, subject to any limitations
set forth in Section 2.4) and payments for losses thereunder shall be made
solely to Landlord. Tenant shall maintain at its expense standard fire and
extended coverage (including water damage and sprinkler leakage) insurance on
all of its personal property, including removable trade fixtures, located in the
Leased Premises and on its non-Building standard leasehold improvements and all
other additions and improvements (including fixtures) made by Tenant and not
required to be insured by Landlord above, in the amount not less than one
hundred percent (100%) of their full replacement cost. Said insurance shall be
issued by and binding upon an insurance company authorized to do business in
Texas with a Best's rating of not less than A-, XI, and provide that
contemporaneous notice of cancellation or nonrenewal shall be given to Landlord.
Said insurance shall name Landlord as additional insured. Tenant shall provide
Landlord a

                                      -40-
<PAGE>
certificate of such insurance prior to the Commencement Date. If the annual
premiums to be paid by Landlord shall exceed the standard rates because of
Tenant's operations or contents within the Leased Premises or because the
improvements to the Leased Premises are above Building standard, Tenant shall
promptly pay the excess amount of the premiums upon request by Landlord (and, if
necessary, Landlord may allocate the insurance costs of the Project to give
effect to this sentence). Landlord acknowledges and agrees that Tenant's current
operations, contents and improvements within the Leased Premises do not require
the payment by Landlord of an additional insurance premium.

        6.5 LIABILITY INSURANCE. Landlord (with respect to the Project) and
Tenant (with respect to the Leased Premises) shall each, at their respective
expense, maintain a policy or policies of comprehensive general liability
insurance with the premiums thereon fully paid on or before the due dates,
issued by and binding upon an insurance company authorized to do business in
Texas with a Best's rating of not less than A-, XI, and, in the case of Tenant's
liability insurance, providing that contemporaneous notice of cancellation or
nonrenewal shall be given to Landlord. Landlord's liability insurance shall
afford minimum protection (which may be effected by primary and excess coverage)
of not less than five million dollars ($5,000,000) combined single limit bodily
injury or property damage in any one occurrence, and Tenant's liability
insurance shall afford minimum protection (which may be effected by primary and
excess coverage) of not less than two million five hundred thousand dollars
($2,500,000) combined single limit bodily injury or property damage in any one
occurrence. Said insurance shall name Landlord, Landlord's advisors and
consultants and the Building manager as additional insureds. Tenant shall
provide Landlord a certificate of such insurance prior to the Commencement Date.

        6.6 HOLD HARMLESS. Subject to any express provisions of Section 3.1.1(v)
to the contrary, Tenant shall not be liable to Landlord or to Landlord's agents,
contractors, customers, employees, invitees, licensees, servants or visitors for
any damage to person or property caused by any act, omission or neglect of
Landlord, its agents, contractors, customers, employees, invitees, licensees,
servants or visitors and Landlord agrees to, subject to Section 6.7, indemnify
and hold Tenant harmless from all liability and claims for such damage. Subject
to any express provisions of Section 3.1.1(v) to the contrary, neither Landlord
nor any mortgagee(s) shall be liable to Tenant, its agents, contractors,
customers, employees, invitees, licensees, servants or visitors for any damage
to person or property caused by any act, omission or neglect of Tenant, its
agents, contractors, customers, employees, invitees, licensees, servants or
visitors and Tenant agrees to, subject to Section 6.7, indemnify and hold
Landlord and any mortgagee(s) harmless from all liability and claims for any
such damage. Notwithstanding anything contained in this Lease to the contrary,
the provisions of this Section 6.6 shall survive the termination of this Lease.

        6.7 WAIVER OF SUBROGATION RIGHTS. Anything in this Lease to the contrary
notwithstanding, Landlord and Tenant hereby waive any and all rights of
recovery, claim, action or cause of action against the other, its agents,
employees, officers, partners, servants or shareholders for any loss or damage
that may occur to the Leased Premises or the Project, or any improvements

                                      -41-
<PAGE>
thereto, or any personal property of such party therein by reason of fire, the
elements or any other cause which is required to be insured against under the
terms of the fire and extended coverage insurance policies required to be
obtained pursuant to this Lease, regardless of cause or origin, including
negligence of the other party hereto, its agents, employees, officers, partners,
servants or shareholders, and each party covenants that no insurer shall hold
any right of subrogation against such other party.

                                             VII.

        7.1 DEFAULT BY TENANT.

               7.1.1 EVENTS OF DEFAULT. The occurrence of any one or more of the
following events shall constitute an "EVENT OF DEFAULT" under this Lease:

               (i) the failure by Tenant to pay when due any sum of money to be
        paid by Tenant under this Lease, such failure continuing for a period of
        ten (10) days after written notice thereof;

               (ii) the failure by Tenant to comply with or perform in any
        material respect any of the other terms, provisions, covenants or
        conditions which Tenant is required to observe and to perform; or, if
        Tenant is a partnership or other entity, if Tenant is dissolved or
        otherwise liquidated; and any of the above-mentioned failures or actions
        continue for a period of thirty (30) days after notice thereof;
        provided, however, if the nature of the default is such that it cannot
        be cured with the exercise of Tenant's reasonable and good faith efforts
        within the thirty (30) day period, Tenant shall have up to one hundred
        fifty (150) days from the date of Landlord's notice to cure such
        default, provided Tenant undertakes such curative action within the
        thirty (30) day period and diligently and continuously proceeds with
        such curative action using Tenant's reasonable and good faith efforts;

                (iii) a general assignment by Tenant for the benefit of
        creditors;

               (iv) the filing of any voluntary petition in bankruptcy by Tenant
        or the filing of an involuntary petition by Tenant's creditors, which
        involuntary petition remains undischarged or unstayed for a period of
        sixty (60) days; provided, that in the event that under applicable law
        the trustee in bankruptcy or Tenant has the right to affirm this Lease
        and continue to perform the obligations of Tenant hereunder, such
        trustee or Tenant shall, in such time period as may be permitted by the
        bankruptcy court having jurisdiction, cure all defaults of Tenant
        hereunder outstanding as of the date of the affirmance of this Lease and
        provide to Landlord such adequate assurances as may be necessary to
        ensure Landlord of the continued performance of Tenant's obligations
        under this Lease;

                                      -42-
<PAGE>
               (v) the admission by Tenant in writing of its inability to pay
        its debts as they become due, the filing by Tenant of a petition seeking
        any reorganization, arrangement, composition, readjustment, liquidation,
        dissolution or similar relief under any present or future statute, law
        or regulation, the filing by Tenant of an answer admitting or failing
        timely to contest a material allegation of a petition filed against
        Tenant in any such proceeding or, if within sixty (60) days after the
        commencement of any proceeding against Tenant seeking any
        reorganization, arrangement, composition, readjustment, liquidation,
        dissolution or similar relief under any present or future statute, law
        or regulation, such proceeding shall not have been stayed or dismissed;

               (vi) the attachment, execution or other judicial seizure of all
        or substantially all of Tenant's assets or the Leased Premises, if such
        attachment or other seizure remains undismissed or undischarged for a
        period of sixty (60) days after the levy thereof; and

               (vii) the employment of a receiver to take possession of
        substantially all of Tenant's assets or the Leased Premises, if such
        receivership remains undissolved for a period of sixty (60) days after
        creation thereof.

               7.1.2 TERMINATION. If Tenant suffers an Event of Default under
this Lease, Landlord may (i) terminate this Lease, or (ii) terminate Tenant's
right of possession to the Leased Premises without terminating this Lease. In
addition to these remedies, Landlord shall continue to have all of the rights
and remedies provided Landlord at law or in equity.

               7.1.3 SURRENDER OF POSSESSION. Upon any termination of this
Lease, whether by lapse of time or otherwise, or upon any termination of
Tenant's right of possession without termination of this Lease, Tenant shall,
subject to the provisions of Section 5.1.3, surrender possession and vacate the
Leased Premises immediately, and deliver possession thereof to Landlord. If
Tenant fails to surrender possession and vacate the Leased Premises, Landlord
shall have full and free license to enter into and upon the Leased Premises for
the purpose of repossessing the Leased Premises, expelling or removing Tenant
and any others who may be occupying or within the Leased Premises, and subject
to Section 5.1.3, removing any and all property therefrom and changing all door
locks of the Leased Premises. Landlord may take these actions without incurring
any liability for any damage resulting therefrom, including any liability
arising under Section 92.008 of the Texas Property Code, as amended ("TPC"), and
without relinquishing Landlord's right to Rent or any other right given to
Landlord hereunder or by operation of law; Tenant hereby waiving any right to
claim damage for such reentry and expulsion, including any rights granted to
Tenant by Section 92.008 of the TPC.

                                      -43-
<PAGE>
               7.1.4 BENEFIT OF THE BARGAIN. If Landlord elects to terminate
this Lease or terminate Tenant's right of possession to the Leased Premises
without terminating this Lease, there shall immediately become due and payable
the amount by which:

               (i) the present value determined using a discount rate of eight
        percent (8%) per annum of the total Rent and other benefits which would
        have accrued to Landlord under this Lease for the remainder of the Term
        if the terms and provisions of this Lease had been fully complied with
        by Tenant, exceeds

               (ii) the total fair market rental value [determined using a
        discount rate of eight percent (8%) per annum] of the Leased Premises
        for the balance of the Term (it being the agreement of both parties
        hereto that Landlord shall receive the benefit of its bargain).

In the event that Landlord elects to terminate Tenant's right of possession to
the Leased Premises without terminating this Lease, and thereafter Landlord
recovers from Tenant all sums payable under this Section 7.1.4, this Lease shall
be deemed terminated as of the date of such recovery. For purposes of this
Section 7.1.4, the fair market rental value of the Leased Premises shall be the
prevailing Market Rate for similar space in similar high-rise office buildings
in the Greenway Plaza and Galleria areas for a lease term equal to the remaining
Term (without regard to any renewal options). In addition, there shall be
recoverable from Tenant:

               (i) the reasonable cost of restoring the Leased Premises to
        Building standard condition, normal wear and tear and damage due to
        casualty or condemnation excepted;

               (ii) all accrued, unpaid sums, plus interest at the Applicable
        Rate for past due sums up to the date of termination;

               (iii) Landlord's reasonable cost of recovering possession of the
        Leased Premises;

               (iv) Rent accruing subsequent to the date of termination pursuant
        to the holdover provisions of Section 7.3, if any; and

               (v) any other sum of money or damages owed by Tenant to Landlord
        pursuant to this Lease.

               7.1.5 RIGHT TO RELET. If Landlord elects to terminate Tenant's
right to possession of the Leased Premises without terminating this Lease, but
elects not to pursue the remedies set forth in Section 7.1.4, Tenant shall
continue to be liable for all Rent and Landlord agrees to use reasonable and
good faith efforts to relet the Leased Premises, or any part thereof, to a
substitute tenant or

                                      -44-
<PAGE>
tenants, which reletting may be for a period of time equal to or lesser or
greater than the remainder of the Term on whatever terms and conditions
Landlord, in Landlord's commercially reasonable judgment, deems advisable.
Notwithstanding anything herein to the contrary, reasonable and good faith
efforts to relet the Leased Premises shall not (i) require Landlord to give
priority to the Leased Premises over other premises owned or managed by Landlord
or its Affiliates; (ii) require Landlord to relet for less than market rent; or
(iii) require Landlord to relet to a tenant (or for a use) which is not in
keeping with the standards of first class office buildings in the Greenway Plaza
and Galleria areas. Tenant shall be given a credit against the Rent due from
Tenant to Landlord during the remainder of the Term in the net amount of rent
received from the new tenant; however, the net amount of such rent received from
the new tenant shall first be applied to:

               (i) a reasonable and appropriate pro rata share of the costs
        incurred by Landlord in reletting the Leased Premises (including,
        without limitation, remodeling costs, brokerage fees, legal fees,
        advertising costs and the like) [for example, if there is only three (3)
        years remaining in the Term of this Lease and Landlord executes a ten
        (10) year lease with the new tenant, Tenant shall only be responsible
        for thirty percent (30%) of such costs];

               (ii) the accrued sums, plus interest and late charges if in
        arrears, under the terms of this Lease;

               (iii) Landlord's reasonable cost of recovering possession of the
        Leased Premises; and

               (iv) the cost of storing (for a period not to exceed thirty (30)
        days unless a longer period is mandated by law or judicial decree) any
        of Tenant's property left on the Leased Premises after reentry.

Notwithstanding any such reletting without termination of this Lease, Landlord
may at any time thereafter elect to exercise its rights under Section 7.1.4 for
such previous breach. Notwithstanding any provision in this Section 7.1.5 to the
contrary, upon the default of any substitute tenant or upon the expiration of
the lease term of such substitute tenant before the expiration of the Term,
Landlord may, at Landlord's election, either relet to still another substitute
tenant or exercise its rights under Section 7.1.4.

               7.1.6 STORAGE OF PROPERTY. Any and all property which may be
removed from the Leased Premises by Landlord pursuant to the authority of this
Lease or of law, to which Tenant is or may be entitled, may be handled, removed
and stored, as the case may be, by or at the direction of Landlord at the risk,
reasonable cost and expense of Tenant (subject to the same limitations specified
in Section 7.1.5(iv), and Landlord shall in no event be responsible for the
value, preservation or safekeeping thereof. Tenant shall pay to Landlord, upon
demand, any and all reasonable expenses incurred in such removal and all
reasonable storage charges (for a storage

                                      -45-
<PAGE>
period not to exceed thirty (30) days unless a longer period is mandated by law
or judicial decree) against such property so long as the same shall be in
Landlord's possession or under Landlord's control. Any such property of Tenant
not retaken by Tenant from storage within thirty (30) days after removal from
the Leased Premises shall, at Landlord's option, be deemed conveyed by Tenant to
Landlord under this Lease as by a bill of sale without further payment or credit
by Landlord to Tenant.

        7.2 NON-WAIVER. Neither acceptance of Rent by Landlord nor failure by
either party hereto to declare any default immediately upon occurrence thereof,
or delay in taking any action in connection therewith, shall waive such default,
but such non-defaulting party may (subject to the notice or curative rights
stated herein) declare any such default at any time and take such action as
might be lawful or authorized hereunder, either at law or in equity. Waiver by
either party of any right for any default by the other party shall not
constitute a waiver of any right for either a subsequent default of the same
obligation or any other default. Receipt by Landlord of Tenant's keys to the
Leased Premises shall not constitute an acceptance of surrender of the Leased
Premises.

        7.3 HOLDING OVER. If Tenant holds over after expiration or termination
of this Lease without the written consent of Landlord, Tenant shall pay as rent
for the Leased Premises one hundred fifty percent (150%) the amount of Rent
(including all Base Rental and Additional Rental then payable as described in
Section 2.1) for the entire holdover period calculated and prorated on a daily
basis. No holding over by Tenant after the Term shall be construed to extend
this Lease. In the event of any unauthorized holding over by Tenant that
continues for more than thirty (30) days, Tenant shall, in addition to the
payment of holdover rent, indemnify Landlord (i) against all claims for damages
by any other tenant to whom Landlord may have leased all or any part of the
Leased Premises effective upon the termination of this Lease, and (ii) for all
other losses, costs, and expenses, including reasonable attorneys' fees,
incurred by reason of such holding over. Any holding over with the written
consent of Landlord in writing shall thereafter constitute a lease from month to
month. Notwithstanding the foregoing, the obligation of Tenant to pay rent
during any holdover period shall apply only with respect to the floors on which
Tenant actually holds over provided that, for purposes of Tenant's obligation to
pay such rent, Tenant shall be deemed (a) to occupy all of the Leased Premises
on a floor if Tenant occupies any portion of such floor and (b) to occupy all
floors within the Leased Premises leased to a new tenant if Tenant occupies any
portion of the space leased to such new tenant.

        7.4 ATTORNEYS' FEES. If either party defaults in the performance of any
of the terms, agreements or conditions contained in this Lease and the other
party places the enforcement of this Lease, or any part thereof, or the
collection of any Rent due or to become due hereunder or recovery of the
possession of the Leased Premises, in the hands of an attorney who files suit
upon the same and should such non-defaulting party prevail in such suit, the
defaulting party agrees to pay the other party's reasonable attorneys' fees.

                                      -46-
<PAGE>
        7.5 DEFAULT BY LANDLORD. Except where the provisions of this Lease grant
Tenant an express, exclusive remedy, or expressly deny Tenant a remedy, if:

        (i) Landlord fails to pay any amount payable by Landlord hereunder and
        such failure to pay continues and remains unremedied for a period of ten
        (10) days after written notice thereof given by Tenant to Landlord; or

        (ii) Landlord fails to perform or observe any covenant, term, provision
        or condition of this Lease that interferes in any material respect with
        Tenant's use and enjoyment of the Leased Premises, and such failure
        continues for a period of thirty (30) days after written notice thereof
        given by Tenant to Landlord; provided, however, if the nature of the
        default is such that it cannot be cured with the exercise of Landlord's
        reasonable and good faith efforts within the thirty (30) day period,
        Landlord shall have up to one hundred fifty (150) days from the date of
        Tenant's notice to cure such default, provided Landlord undertakes such
        curative action within the thirty (30) day period and diligently and
        continuously proceeds with such curative action using Landlord's
        reasonable and good faith efforts;

then, Tenant may deliver a second notice to Landlord, and if such default shall
continue uncured by Landlord and/or its mortgagee for an additional thirty (30)
days after the delivery of such second notice, Tenant shall have the right to
exercise one or more of the following options, but not (A) and (B)
simultaneously: (A) Tenant may cure the default which, in the case of a monetary
default, may be effected by the withholding of or offsetting against Rent, and
Landlord shall reimburse Tenant (which reimbursement may be effected through the
withholding of or offsetting against Rent) for all reasonable sums expended in
so curing said default, (B) Tenant may terminate this Lease, and (C) Tenant may
pursue all other remedies at law or in equity to which Tenant may be entitled.
No notice to Landlord under this Section 7.5 shall be effective until a copy
thereof is delivered to each Landlord mortgagee for which Tenant has received a
notice address in writing from Landlord or its mortgagee. The rights of Tenant
pursuant to this Section 7.5 shall be subject to the express provisions of this
Lease providing for remedies different from, or in exclusion of, the remedies
above-described. Without limiting the immediately preceding sentence, the
provisions of this Section 7.5 shall not apply to a default of Landlord under,
or the failure of Landlord to provide the services described in, Section 3.1.3
of this Lease. Tenant may not terminate this Lease because of Landlord's default
unless specifically permitted pursuant to this Section 7.5 or unless otherwise
specifically provided in this Lease. Tenant specifically agrees that the cure of
any default by any Landlord mortgagee shall be deemed a cure by Landlord under
this Lease.

                                      -47-
<PAGE>
                                      VIII.

        8.1 ASSIGNMENT OR SUBLEASE BY TENANT.

               8.1.1 ASSIGNMENT AND SUBLET PROHIBITED. Except as provided
herein, Tenant shall not, without Landlord's prior written consent (which may be
withheld in Landlord's absolute discretion), (i) assign, convey, mortgage,
pledge, encumber, or otherwise transfer this Lease or any interest hereunder;
(ii) allow any lien to be placed upon Tenant's interest hereunder; (iii) sublet
the Leased Premises or any part thereof; or (iv) permit the use or occupancy of
the Leased Premises or any part thereof by any one other than Tenant.

               8.1.2 PERMITTED ASSIGNMENTS AND SUBLETS TO AFFILIATES.
Notwithstanding the foregoing, Tenant shall have the right to assign this Lease
and sublease the Leased Premises without the consent of Landlord if the
assignment or subletting is to an Affiliate of Tenant so long as (1) the
assignee or sublessee is engaged in a business customarily acceptable for a
tenant in a first class office building in the Greenway Plaza and Galleria areas
in Houston, (2) any assignee shall assume all of the obligations of Tenant under
this Lease, (3) at the time of such assignment or subletting, this Lease is in
full force and effect and there is no uncured Event of Default, and (4) the
assignee's or sublessee's proposed use of the Leased Premises is not in
violation of this Lease (such Affiliate of Tenant complying with clauses (1),
(2), (3) and (4), hereinafter a "PERMITTED AFFILIATE"). A Permitted Affiliate of
Tenant also shall include any entity that acquires all or substantially all of
the stock or assets of Tenant, except any regulatory or insuring agency, board,
or governmental entity. At least ten (10) days prior to the effective date of
any such assignment or sublease to a Permitted Affiliate, Tenant agrees to
furnish Landlord with notice of such assignment or sublease and copies of the
instruments effecting any such assignment or sublease. Notwithstanding anything
to the contrary set forth in this Lease, the rights granted to Tenant under this
paragraph as to assignments and subleases to Permitted Affiliates shall not be
assignable by Tenant, except to a Permitted Assignee, and except that a
sublessee that is a Permitted Affiliate of Tenant or a Permitted Assignee may
further sublease in accordance with this Section 8.1.2 to a Permitted Affiliate
of Tenant or the same Permitted Assignee.

               8.1.3 APPROVAL. Notwithstanding the provisions of Section 8.1.1
above, Tenant shall be permitted to sublease the Leased Premises or assign its
interest in this Lease after Tenant initially occupies the Leased Premises
subject to the provisions of this Section 8.1.3. If Tenant should desire to
assign this Lease or sublet the Leased Premises or any part thereof, Tenant
shall give Landlord written notice (which shall specify the proposed economic
terms and duration of the proposed sublease or assignment and shall contain
information concerning the business, reputation and creditworthiness of the
proposed sublessee or assignee as shall be sufficient to allow Landlord to form
a judgment with respect thereto) of Tenant's desire to sublease or assign at
least thirty (30) days in advance of the date on which Tenant desires to make
such sublease or assignment (the "NOTICE"). Landlord then shall have thirty (30)
days following receipt of such Notice (but only fifteen (15) days as to a
Non-Terminable Sublease Proposal, as hereinafter defined) within which

                                      -48-
<PAGE>
to notify Tenant in writing that Landlord elects, in its sole and absolute
discretion, to either (i) permit Tenant to assign this Lease or sublet such
space subject to Landlord's approval of the assignee or sublessee, or (ii)
terminate this Lease as to the space so affected as of the date so specified by
Tenant (and as to option (ii) only, Tenant will be relieved of all further
obligations hereunder as to such terminated space). If the term of a proposed
sublease will extend into the last three (3) years of the initial Term or any
renewal Term of this Lease ("TERMINABLE SUBLEASE PROPOSAL"), Landlord's exercise
of its termination right set forth in clause (ii) shall be a complete
termination of this Lease as to the affected portion of the Leased Premises. If
the term of a proposed sublease will not extend into the last three (3) years of
the initial Term of this Lease ("NON-TERMINABLE SUBLEASE"), Landlord's exercise
of its termination right set forth in clause (ii) shall be a termination of this
Lease as to the affected portion of the Leased Premises only for the term of the
proposed sublease, in which case the affected portion of the Leased Premises
shall once again become subject to the provisions of this Lease upon the
expiration of what would have been the term of such proposed sublease. If
Landlord fails to either elect option (i) or option (ii), of if Landlord elects
option (i) and fails to approve or disapprove any such sublessee or assignee,
within the aforesaid thirty (30), or fifteen (15) day, period, then Landlord
shall be deemed to have elected option (i) and such sublessee or assignee and
the proposed sublease or assignment shall be deemed disapproved. Notwithstanding
the foregoing, Landlord will not unreasonably withhold its approval of an
assignment of this Lease or a sublease of a portion of the Leased Premises if
the following conditions are satisfied:

               (a) the conditions of Section 8.1.2 (1) through (4) are
satisfied;

               (b) the requirements of Sections 8.1.4 and 8.1.5 are satisfied,
complied with, and applicable;

               (c) the assignee or sublessee is creditworthy and of a kind and
type customarily found in or compatible with first-class office buildings in the
Greenway Plaza and Galleria areas in Houston;

               (d) the assignee or sublessee shall not use the Leased Premises
or the Building in a manner that adversely interferes with, burdens the use of,
or otherwise increases the use of the public areas of the Project, any Building
system, or the use of the elevators or any Building system;

               (e) such assignee or sublessee shall not occupy the Leased
Premises or applicable portion thereof more densely than three (3) people per
1,000 square feet of Net Rentable Area; and

               (f) in no event shall any of the following be considered as
suitable assignees or sublessees and Landlord shall not be required to approve
or accept any of the following: any governmental body, agency or bureau (of the
United States, any state, county, municipality or any subdivision thereof); any
foreign government or subdivision thereof; any health care professional or
health care service organization; schools or similar organizations; employment
agencies; radio,

                                      -49-
<PAGE>
television or other communication stations; restaurants; and retailers offering
retail services from the Leased Premises.

               8.1.4 ASSIGNMENTS AND SUBLETS. Whether or not requiring
Landlord's approval or consent, (a) each approved sublessee or assignee shall
fully observe all covenants of this Lease, (b) no consent by Landlord to an
assignment or sublease shall be deemed in any manner to be (i) consent to a use
not permitted hereunder, or (ii) an assignment by Tenant of any rights which are
otherwise not assignable pursuant to other provisions of this Lease, (c) any
assignment or subletting shall be subject to all the terms, covenants and
conditions of this Lease, (d) any assignee must assume in writing all the rights
and obligations of the assignor hereunder, (e) no assignment or subletting by
Tenant shall relieve Tenant or any guarantor, if any, of this Lease of any
obligations or covenants under this Lease or any such guaranty, if any, and
Tenant and any guarantor, if any, of this Lease shall remain fully liable
hereunder or thereunder (as applicable), (f) if the aggregate rental, bonus or
other consideration paid by the assignee or sublessee (to the extent in excess
of the third party out-of-pocket costs incurred by Tenant in connection with
such sublease or assignment for leasing commissions, tenant improvements, tenant
allowances and similar or related out-of-pocket third party costs) exceeds the
Base Rental payable to Landlord for such space during the applicable period,
then (i) fifty percent (50%) of such excess as to the first 75,000 square feet
of Net Rentable Area in the aggregate subleased or assigned, and (ii) one
hundred percent (100%) of such excess for all Net Rentable Area subleased or
assigned in excess of 75,000 square feet of Net Rentable Area in the aggregate,
shall be paid to Landlord within thirty (30) days after receipt by Tenant,
together with an accounting prepared and certified to by Tenant of its
determination of the sums owed to Landlord hereunder, (h) a copy of the original
sublease or assignment (and all amendments thereto) shall be delivered to
Landlord within fifteen (15) days from the effective date thereof, and (i) if
the proposed sublessee or assignee is approved by Landlord and Tenant fails to
enter into the sublease or assignment with the approved sublessee or assignee
within one hundred eighty (180) days after the date Tenant submitted its
proposal to Landlord, then Landlord's approval of the proposed sublease or
assignment shall be deemed null and void and Tenant must comply again with all
of the conditions of this Section.

               8.1.5 EFFECT OF SUBLEASE OR ASSIGNMENT. If, in accordance with
this Section, the Leased Premises or any part thereof is sublet or occupied by
other than Tenant or this Lease is assigned, whether or not such assignment or
sublease requires Landlord's approval or consent, Landlord, during the
continuance of an uncured Event of Default under this Lease on the part of
Tenant, if any, may collect rent from the subtenant, assignee or occupant, and
apply the net amount collected to Rent due by Tenant to Landlord under this
Lease, and Tenant hereby authorizes and directs any such assignee or sublessee
to make such payments of rent direct to Landlord upon receipt of notice from
Landlord. No subletting, assignment, occupancy, or collection shall be deemed
(i) a waiver of any of Tenant's covenants contained in this Lease, (ii) a
release of any guarantor of this Lease from further performance of its covenants
under such guaranty, (iii) a release of Tenant from further performance by
Tenant of its covenants under this Lease, or (iv) a waiver of any of Landlord's
other rights hereunder.

                                      -50-
<PAGE>
               8.1.6 PERMITTED ASSIGNEE'S RIGHTS. Notwithstanding the giving by
Landlord of its consent to any sublease or assignment with respect to the Leased
Premises, no sublessee or assignee may exercise any renewal options,
preferential rights, rights of first offer, contraction rights, signage rights,
exclusives, or similar rights under this Lease except as provided otherwise in
this Lease. Tenant may not exercise any renewal options, rights of first offer
or similar rights under this Lease if Tenant has assigned all of its interest in
this Lease. An assignee, but not a sublessee, that is a Permitted Affiliate and
is the assignee of Tenant's entire interest under this Lease is a "Permitted
Assignee." Provided the applicable conditions of this Lease are satisfied, (a) a
Permitted Assignee shall have the right to exercise the Renewal Option set forth
in Article I of EXHIBIT B, and the Preferential Right set forth in Article II of
EXHIBIT B, (b) a Permitted Assignee, or a Permitted Affiliate of Tenant or a
Permitted Assignee, that is a savings and loan association, federal or state
chartered lending institution, national or state banking institution, or federal
savings bank, or other business permitted under applicable law to offer retail
banking services, shall be entitled to exercise or benefit from the exclusive
retail banking rights set forth in Section 1.10, the signage rights set forth in
Section 3.4.3, and the restriction set forth in Section 3.4.4, and (c) a
Permitted Assignee or a Permitted Affiliate of Tenant or a Permitted Assignee
shall be entitled to exercise the signage rights set forth in Section 3.4.2, and
the ATM rights set forth in Section 1.4. The foregoing rights are exercisable by
a Permitted Assignee only if the entirety of such rights are assigned to such
Permitted Assignee and Tenant (or other assignor) has not retained any portion
thereof so that only one party will be exercising any such rights. Tenant shall
remain fully liable for all obligations of Tenant under this Lease including all
additional obligations resulting from the exercise of such rights by such
Permitted Assignee or Permitted Affiliate. Tenant, or a Permitted Assignee, may
exercise the Renewal Option notwithstanding the fact that a sublessee may be in
occupancy of a portion of the Leased Premises as long as Tenant and such
Permitted Assignee remain fully liable for all obligations of Tenant under this
Lease including all additional obligations resulting from the exercise of such
rights. Neither Tenant, a Permitted Assignee, nor a Permitted Affiliate may
exercise the Preferential Right if Tenant or a Permitted Assignee has subleased
any portion of the Leased Premises. No sublessee, whether or not a Permitted
Affiliate, may exercise the Renewal Option or the Preferential Right.

               8.1.7 LIMITATIONS ON APPROVALS. Any attempted assignment or
sublease by Tenant in violation of the terms and covenants hereof shall be void
and shall be an Event of Default under this Lease. Any consent by Landlord to a
particular assignment or sublease shall not constitute Landlord's consent to any
other or subsequent assignment or sublease, and any proposed sublease or
assignment by a sublessee of Tenant shall be subject to the provisions hereof as
if it were a proposed sublease or assignment by Tenant.

               8.1.8 TENANT IMPROVEMENTS. Any improvements, additions, or
alterations to the Building or the Project that are required by applicable law,
or are reasonably deemed necessary by Landlord, as a result of any subletting or
assignment hereunder, shall be installed and provided without cost or expense to
Landlord.

                                      -51-
<PAGE>
        8.2 ASSIGNMENT BY LANDLORD. Landlord shall have the right to transfer
and assign, in whole or in part, all its rights and obligations hereunder and in
the Project and all other property referred to herein, and in such event and
upon such transfer (any such transferee to have the benefit of, and be subject
to, the provisions of Sections 8.3 and 8.4) no further liability or obligation
shall thereafter accrue against Landlord hereunder, provided such successor in
interest has agreed to assume (subject to the limitations of Section 8.4) all of
Landlord's obligations accruing under this Lease after the date of such
assignment.

        8.3 PEACEFUL ENJOYMENT. Landlord covenants that Tenant shall and may
peacefully have, hold and enjoy the Leased Premises subject to the other terms
hereof, provided that no Event of Default exists under this Lease. It is
understood and agreed that this covenant and any and all other covenants of
Landlord contained in this Lease shall be binding upon Landlord and its
successors and assigns only with respect to breaches occurring during its and
their respective ownership of the Landlord's interest hereunder.

        8.4 LIMITATION OF LANDLORD'S LIABILITY. Except as provided in the
following sentence of this Section 8.4, Tenant shall look solely to Landlord's
interest in the Project for the recovery of any judgment against Landlord, it
being agreed that neither Landlord (and its partners, officers, directors and
shareholders) nor any mortgagee shall ever be personally liable for any such
judgment. In the event of a transfer by Landlord of its interest in the Project,
Tenant may proceed against the net sales proceeds received from such transfer
for the recovery of any claim that accrued prior to such transfer so long as
Tenant has given Landlord written notice of the claim and Tenant commences an
action to recover on such claim within six (6) months after consummation of the
transfer. In the event that the sale proceeds from any such transfer have been
distributed to the owners (E.G., partners, shareholders, members) of the
transferring Landlord prior to the commencement of Tenant's claim, the liability
of each owner for such claim shall be limited to that portion of the sale
proceeds actually received by such owner. In addition, Tenant also agrees that
Tenant shall not be entitled to recover from Landlord nor any of its agents,
employees, officers, partners, servants or shareholders any indirect, special or
consequential damages Tenant may incur as a result of a default under this Lease
or other action by Landlord, its agents, employees, officers, partners, servants
or shareholders. The provisions contained in the foregoing sentences are not
intended to, and shall not, limit any right that Tenant might otherwise have to
(i) obtain injunctive relief against Landlord or Landlord's successors in
interest, or (ii) any suit or action in connection with enforcement or
collection of amounts which may become owing or payable under or on account of
insurance maintained by Landlord, or (iii) any other action which does not
require Landlord to be personally liable for damages from assets other than the
Project.

        8.5 LIMITATION OF TENANT'S LIABILITY. Landlord agrees that, except in
connection with an unauthorized holding over by Tenant, Landlord shall not be
entitled to recover from Tenant nor any of its agents, employees, officers,
partners, servants or shareholders any indirect, special or consequential
damages Landlord may incur as a result of a default under this Lease or other
action by Tenant, its agents, employees, officers, partners, servants or
shareholders.

                                      -52-
<PAGE>
                                       IX.

        9.1 NOTICES. Any notices or other communications to Landlord or Tenant
required or permitted to be given under this Lease must be in writing and shall
be effectively given if delivered to the addresses for Landlord and Tenant
stated above or if sent by United States Mail, certified or registered, return
receipt requested, to said addresses. Any notice mailed shall be deemed to have
been given on the third (3rd) regular business day next following the date of
deposit of such item in a depository of the United States Postal Service in
Houston, Texas. Notice effected other than by mail shall be deemed to have been
given at the time of actual delivery. Either party shall have the right to
change its address to which notices shall thereafter be sent by giving the other
party ten (10) days written notice thereof.

        9.2    MISCELLANEOUS.

               9.2.1 SUCCESSORS AND ASSIGNS. This Lease shall be binding upon
and inure to the benefit of the successors and assigns of Landlord and shall be
binding upon and inure to the benefit of Tenant, its successors and, to the
extent assignment is permitted or may be approved by Landlord hereunder,
Tenant's assigns.

               9.2.2 GENDER, PLURALS. The pronouns of any gender shall include
the other gender and either the singular or the plural shall include the other.

               9.2.3 REMEDIES CUMULATIVE. All rights and remedies of the parties
under this Lease shall be cumulative and none shall exclude any other rights or
remedies allowed by law; this Lease is declared to be a Texas contract and all
of the terms thereof shall be construed according to the laws of the State of
Texas; and venue shall lie exclusively in Harris County, Texas.

               9.2.4 AMENDMENTS. This Lease may not be altered, changed or
amended, except by an instrument in writing executed by all parties hereto.
Further, the terms and provisions of this Lease shall not be construed against
or in favor of a party hereto merely because such party is the "Landlord" or the
"Tenant" hereunder or such party or its counsel is the draftsman of this Lease.

               9.2.5 EXHIBITS AND SCHEDULES. The terms and provisions of
Exhibits A through J and Schedules I and II, inclusive, attached hereto are
hereby made a part hereof for all purposes.

               9.2.6 AUTHORIZATION. Each party represents and warrants that all
consents or approvals required of third parties (including, but not limited to,
its Board of Directors or partners) for the execution, delivery and performance
of this Lease have been obtained and that each party has the right and authority
to enter into and perform its covenants contained in this Lease.

                                      -53-
<PAGE>
               9.2.7 REASONABLE EFFORTS. Whenever in this Lease there is imposed
upon either party the obligation to use its reasonable efforts or diligence,
such party shall be required to do so only to the extent the same will not
impose upon such party excessive financial burdens.

               9.2.8 INVALIDITY. If any term or provision of this Lease, or the
application thereof to any person or circumstance, shall to any extent be
invalid or unenforceable, the remainder of this Lease, or the application of
such provision to persons or circumstances other than those as to which it is
invalid or unenforceable, shall not be affected thereby, and each provision of
this Lease shall be valid and shall be enforceable to the extent permitted by
law.

               9.2.9 ENTIRETY. This Lease and any attached exhibits and
schedules constitute the entire agreement between Landlord and Tenant. No prior
or contemporaneous promises, inducements, representations or agreements, oral or
otherwise, between the parties hereto not embodied herein shall be binding or
have any force or effect. Tenant will make no claim on account of any
representation whatsoever, whether made by a renting agent, broker, officer or
other representative of Landlord or which may be contained in any circular,
prospectus or advertisement relating to the Leased Premises or the Project, or
otherwise, unless the same is specifically set forth in the Lease.

               9.2.10 DAYS. All references to days in this Lease and any
exhibits or schedules hereto mean calendar days, not working or business days,
unless otherwise stated.

               9.2.11 CAPTIONS. Captions and headings herein are for Landlord's
and Tenant's convenience only and neither limit nor amplify the provisions of
this Lease.

               9.2.12 TIME OF ESSENCE. In all instances where either party
hereto is required hereunder to pay any sum or do any act at a particular time
or within any indicated period, it is understood that time is of the essence.

               9.2.13 CONSENT. In all cases where consent or approval shall be
required or requested of either Tenant or Landlord pursuant to this Lease, the
giving of consent or approval shall not be unreasonably withheld, conditioned or
delayed by the party from whom such consent is required or requested.

        9.3 SUBORDINATION. As of the date hereof there is no mortgage or deed of
trust lien against the Project. This Lease shall be subject and subordinate to
all mortgages, deeds of trust and related security instruments which may
hereafter encumber the Project and to all renewals, modifications,
consolidations, replacements and extensions thereof and to each advance made or
hereafter to be made thereunder provided Tenant has received from the holder
thereof an agreement that Tenant will not be disturbed in its possession of the
Leased Premises, or have its rights under the Lease modified or terminated,
except pursuant to the terms of this Lease. In the event of the enforcement by
the trustee or the beneficiary under any such mortgage or deed of trust of the
remedies provided for by

                                      -54-
<PAGE>
law or by any such mortgage or deed of trust, Tenant will, upon request of any
person or party succeeding to the interest of said trustee or beneficiary as a
result of such enforcement (and subject to the aforesaid recognition of Tenant's
rights under the Lease), automatically become the tenant of, and attorn to, such
successor in interest without change in the terms or provisions of this Lease;
provided, however, that such successor in interest shall not be bound by:

               (i) any payment of Rent for more than one month in advance except
        prepayments in the nature of security for the performance by Tenant of
        its obligations under this Lease; or

               (ii) 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 such successor in interest, Tenant shall
        execute and deliver an instrument or instruments confirming the
        attornment herein provided for.

        9.4 ESTOPPEL CERTIFICATE OR THREE-PARTY AGREEMENT. Within ten (10) days
of receipt of Landlord's request, Tenant will execute either an estoppel
certificate or a three-party agreement among Landlord, Tenant and any third
party dealing with Landlord certifying to such facts (if true) and agreeing to
such notice provisions and other matters as such third party may reasonably
require in connection with the business dealings of Landlord and such third
party. Notwithstanding anything to the contrary herein, in the event of Tenant's
failure to execute and deliver any such certificate of agreement within ten (10)
days after Landlord's second request therefor shall constitute an Event of
Default, and no additional notice or cure periods shall apply.

        9.5 BROKERAGE FEES. Landlord shall pay all brokerage fees and
commissions earned by Cushman Realty Corporation (Mr. Tim D. Relyea) and
Colliers Appelt Womack (Mr. Robert S. Parsley) (together "AGENT") in connection
with this Lease pursuant to separate agreement between Landlord and Agent.
Landlord and Tenant represent each to the other that except for Agent, there is
no other broker or agent involved in this transaction for which the other party
would be responsible to pay a fee or commission. Landlord and Tenant shall each
indemnify and hold the other harmless against any party claiming under the
indemnifying party for any such fees, including without limitation, reasonable
attorneys' fees and court costs. Landlord acknowledges that Agent is
representing Tenant and not Landlord.

        9.6 RECORDING AND DISCLOSURE. Tenant agrees not to record this Lease,
but Landlord and Tenant shall execute and record a memorandum of this Lease.
Additionally, Tenant shall not disclose the terms of this Lease to any third
party except (i) legal counsel to Tenant, (ii) any assignee of Tenant's interest
in this Lease or sublessee of Tenant, (iii) as required by Legal Requirements,
or (iv) for financial reporting purposes.

                                      -55-
<PAGE>
        9.7 NO PARTNERSHIP. This Lease shall not be deemed or construed to
create or establish any relationship (other than that of Landlord and Tenant) or
partnership or joint venture or similar relationship or agreement between
Landlord and Tenant hereunder.

        9.8 NO PRESS RELEASE. Neither Landlord nor Tenant shall issue a press
release regarding this Lease without the approval of the other, which approval
shall not be unreasonably withheld.

        9.9    COMMUNICATIONS EQUIPMENT.

               (a) For so long as Tenant is conducting business in and from the
Leased Premises, Tenant, at Tenant's sole cost and expense, shall have the right
to install no more than two (2) satellite communication dishes (the "SATELLITE
DISHES") with a diameter of not more than eighteen inches (18") in a location on
the roof of the Building designated by Landlord in its sole discretion with an
available base area of one (1) square foot; provided, however, the Satellite
Dishes must be utilized by Tenant in the conduct of its business.

               (b) Landlord reserves the right to require Tenant from time to
time to relocate the Satellite Dishes to a new location or locations in the
Project designated by Landlord (each a "NEW SITE") by furnishing at least ninety
(90) days prior written notice (unless such location is legally required, in
which event such notice may be thirty (30) days), provided that any New Site
does not materially and adversely affect the operation of the Satellite Dishes.

               (c) Any costs incurred by Landlord associated with Tenant's
installation, operation, utilization, replacement, maintenance and/or removal of
the Satellite Dishes shall be at Tenant's expense. The Satellite Dishes must be
(i) designed, installed and operated in complete compliance with all legal
requirements, and (ii) installed and operated so as not to adversely affect or
impact structural, mechanical, electrical, elevator, or other systems of or
serving the Building or Project or customary telephone service for the Building
or Project and so as not to cause injury to persons or property.

               (d) Tenant shall be permitted to undertake the installation of
its Satellite Dishes, subject to the provisions of Article V of this Lease
(including without limitation Landlord's approval of the qualifications of
Tenant's contractors). Any such work conducted in connection with the
installation of the Satellite Dish must be done in accordance with Article V of
this Lease and EXHIBIT D attached hereto or any other reasonable regulations
promulgated by Landlord pertaining to construction in or on the Building by all
third party contractors of the same or similar trades.

               (e) Subject to EXHIBIT D attached hereto and other reasonable
rules relating to Building security and safety that may be promulgated by
Landlord pertaining to access by tenants to the roof of the Building and
provided Tenant does not unreasonably disturb any other tenants of the Building,
Tenant and Tenant's contractors shall have reasonable access to the Satellite
Dishes for purposes of operating, servicing, repairing or otherwise maintaining
said equipment.

                                      -56-
<PAGE>
               (f) TENANT HEREBY INDEMNIFIES AND HOLDS LANDLORD HARMLESS FROM
ALL COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES AND COSTS OF SUIT),
LOSSES, DAMAGES OR LIABILITIES ARISING OUT OF THE DESIGN, INSTALLATION,
OPERATION, MAINTENANCE, USE, AND REMOVAL BY TENANT OF THE SATELLITE DISHES AND
THE ADDITIONAL EQUIPMENT, EVEN TO THE EXTENT CAUSED BY LANDLORD'S NEGLIGENCE
(BUT NOT TO THE EXTENT CAUSED BY LANDLORD'S GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT).

               (g) Nothing contained in this Section 9.9 shall be deemed to
prohibit or restrict any other individual or entity, including without
limitation Landlord or any other tenant of the Building, from installing
communications equipment on the roof of the Building or to use the roof for any
other purpose.

               (h) Tenant agrees to reimburse Landlord for all out-of-pocket
costs and expenses incurred by Landlord pursuant to this Section 9.9 within
thirty (30) days after receipt by Tenant of an invoice therefor from Landlord.

               (i) Tenant agrees that the installation, operation and
maintenance of the Satellite Dishes at all times, and at Tenant's expense, shall
comply with such technical standards (including, without limitation, technical
standards relating to frequency compatibility, radio interference protection,
antenna type and location, and physical installation) required by Landlord from
time to time. Additionally, the access to, and installation, maintenance and
operation of, the Satellite Dishes must at all times be in strict compliance
with all legal requirements and with EXHIBIT D attached hereto.

               (j) If, in the reasonable judgment of Landlord, any electrical,
electromagnetic, radio frequency or other interference shall result from the
operation of the Satellite Dishes, Tenant agrees to shut down Tenant's equipment
upon thirty (30) days prior notice to Tenant; provided, however if an emergency
situation exists which could result in injury to persons or material damage to
property, as determined by Landlord in its reasonable discretion, Landlord may
shut down Tenant's equipment immediately and shall give Tenant notice thereof as
soon as possible thereafter. Tenant shall indemnify and hold harmless Landlord
from all expenses, costs, damages, loss, claims or other liabilities arising out
of said shutdown. Tenant agrees to cease operations (except for intermittent
testing on a schedule approved by Landlord) until the interference has been
corrected to the satisfaction of Landlord. If such interference has not been
corrected within sixty (60) days, Landlord, at its sole option, either may
terminate Tenant's rights under this Section 9.9 forthwith, or may require that
Tenant immediately remove the Satellite Dishes causing such interference.

               (k) At Tenant's own cost and expense, and by use of a contractor
or contractors approved in writing by Landlord, Tenant shall keep the Satellite
Dishes in a good condition and shall perform all repairs and improvements to the
Satellite Dishes legally required. If Tenant fails to

                                      -57-
<PAGE>
commence any such repairs or improvements to the Satellite Dishes within ten
(10) days after written notice from Landlord, and thereafter diligently proceed
with such repair until completion, Landlord, at its option, may make such repair
or any replacement reasonably deemed necessary by Landlord, and Tenant shall pay
to Landlord the actual cost thereof, plus a charge equal to seven percent (7%)
for administrative cost recovery, within thirty (30) days after receipt of an
invoice therefor. Landlord shall have no obligation to license, maintain,
operate or safeguard the Satellite Dishes.

               IN TESTIMONY WHEREOF, the parties hereto have executed this Lease
as of the date aforesaid. This Lease may be executed in multiple counterparts,
all of which when taken together shall constitute one and the same instrument.


                                      LANDLORD:

                                      UTAH STATE RETIREMENT INVESTMENT FUND,
                                      an independent agency of the State of Utah


                                      By: Westmark Realty Advisors, L.L.C.,
                                          its Agent

                                      By:/s/ MATTHEW C. HURLBUT
                                      Name:  MATTHEW C. HURLBUT
                                      Title: AUTHORIZED SIGNATORY


                                      By:/s/ JOSEPH W. MARKLING
                                      Name:  JOSEPH W. MARKLING
                                      Title: AUTHORIZED SIGNATORY


                                      TENANT:

                                      BANK UNITED, a federal savings bank


                                      By:/s/ JONATHON K. HEFFRON
                                      Name:  JONATHON K. HEFFRON
                                      Title: EXECUTIVE VICE PRESIDENT

                                      -58-
<PAGE>
                                   SCHEDULE I

                                NET RENTABLE AREA


                         Chart Showing Net Rentable Area

                                       59
<PAGE>
                                    EXHIBIT A

                                   FLOOR PLANS

                             Map Showing Floor Plans

                                       A-1
<PAGE>
                                   EXHIBIT A-1

                                      LAND

                               DESCRIPTION OF LAND
                                 (PHOENIX TOWER)


Description of a 2.1840 acre tract of land (95,134 square feet) being out of Lot
Eight (8) of the J.B. Sydnor Addition and a portion of a called 30,416 square
foot tract as recorded in Volume 6327, Page 144 of the Harris County Deed
Records and a portion of a called 66,983 square foot tract as recorded in Volume
6327, Page 156 of the Harris County Deed Records, situated in the A.C. Reynolds
Survey, Abstract No. 61, in the City of Houston, Harris County, Texas, said
2.1840 acre tract of land being more particularly described by metes and bounds
as follows with bearings being referenced to the Texas State Plan Coordinate
System, South Central Zone:

BEGINNING at a 60 penny nail found in the Northerly right-of-way line of U.S.
Highway 59 (Southwest Freeway, 360 feet wide) and at the Southeast corner of a
called 32,745 square foot tract as recorded in Volume 8315, Page 142 of the
Harris County Deed Records, said point also being the Southwest corner of said
66,983 square foot tract and the herein described tract;

THENCE N 12 deg. 18 min. 43 sec. W, along the East line of said 32,745 square
foot and the West line of said 66,983 square foot tract, a distance of 370.00
feet to an "X" cut in concrete found in the South line of the Partial Replat of
Greenway Plaza, Section One (1) as recorded in Volume 180, Page 1 of the Harris
County Map Records, said point being the Northwest corner of the herein
described tract;

THENCE N 77 deg. 41 min. 17 sec. E, along the South line of said Partial Replat
of Greenway Plaza, Section One (1), a distance of 256.35 feet to an "X" cut in
concrete found in the arc of a curve to the right, said point being in the
Westernly right-of-way line of Buffalo Speedway (107 feet wide), and being the
Northeast corner of the herein described tract;

THENCE Southeasterly along the Westerly right-of-way line of said Buffalo
Speedway and the arc of said curve to the right having a radius of 5,672.65
feet, a central angle of 03 deg. 18 min. 11 sec., a chord bearing S 12 deg. 55
min. 12 sec. E, 326.99 feet, a total arc distance of 327.04 feet to an "X" cut
in concerete found marking the Northeast cut back corner for the intersection of
the Westerly right-of-way line of said Buffalo Speedway and the Northerly
right-of-way line of said U.S.
Highway 59;

THENCE S 33 deg. 17 min. 52 sec. W, along the cut back line, a distance of 61.50
feet to a 5/8 inch iron rod found in the Northerly right-of-way of said U.S.
Highway 59 and marking the Southwest cut back corner of said intersection;

                                     A-1 -1
<PAGE>
THENCE S 77 deg. 41 min. 10 sec. W, along the Northerly right-of-way of said
U.S. Highway 59, a distance of 215.87 feet to the POINT OF BEGINNING and
containing 2.1840 acres of land.

                                     A-1 -2
<PAGE>
                                    EXHIBIT B

                                     OPTIONS

I.      RENEWAL OPTION

        1.1 OPTION. As long as there is then no uncured Event of Default, Tenant
has not assigned this Lease or sublet the Leased Premises except as permitted in
Section 8.1.6, and Tenant, a Permitted Assignee, and their Permitted Affiliates
together lease and occupy at least 150,000 square feet of Net Rentable Area of
the Leased Premises, Tenant or such Permitted Assignee is hereby granted the
option ("RENEWAL OPTION") to renew the Term of this Lease with respect to at
least 150,000 square feet of Net Rentable Area, but not to exceed the then
existing Leased Premises, for a period of up to ten (10) years following the
expiration of the initial Term on the terms and conditions hereinafter set
forth. The Renewal Option may be exercised in two (2) five (5) year or one (1)
ten (10) year increments, at Tenant's option (each increment being hereinafter
referred to as a "RENEWAL TERM"), to commence at the expiration of the initial
Term or applicable Renewal Term, as the case may be.

        1.2 MANNER OF EXERCISE. If Tenant is considering exercising a Renewal
Option, Tenant shall notify Landlord of such interest by delivering written
notice to Landlord on a date not more than eighteen (18) months nor less than
twelve (12) months prior to the expiration of the Initial Term or the
immediately preceding Renewal Term, as the case may be (hereinafter referred to
as the "RENEWAL OPTION NOTICE DATE"), designating the length or lengths of
Renewal Terms being considered by Tenant. On or before the date thirty (30) days
following receipt of the Renewal Option Notice Date, Landlord shall deliver to
Tenant a notice ("LANDLORD'S RENEWAL NOTICE") of Landlord's reasonable good
faith estimate of the Market Rate for the Leased Premises for such Renewal
Terms. Tenant shall then have until the date twelve (12) months prior to the
expiration of the Initial Term or of the immediately preceding Renewal Term, as
the case may be, but in no event less than thirty (30) days following Tenant's
receipt of Landlord's Renewal Notice (the "RENEWAL OPTION EXERCISE DATE"),
within which to elect to exercise any such Renewal Option, by giving written
notice thereof to Landlord. If Tenant fails to timely exercise any Renewal
Option, all of Tenant's rights with respect to such Renewal Options, and any
future Renewal Options shall expire.

        1.3 BASIC TERMS. The renewal of this Lease shall be upon the same terms
and conditions as set forth in this Lease with respect to the initial Term,
except that (a) Base Rental shall be the prevailing Market Rate (defined below),
(b) Tenant shall have no option to renew this Lease beyond the expiration of the
ten (10) year period set forth herein, (c) Tenant shall not have the right to
assign its renewal rights to any assignee of the Lease or sublessee of the
Leased Premises except as permitted in Section 8.1.6, and (d) the Leased
Premises will be provided in their then existing condition (on an "AS IS" basis)
at the time the Renewal Term commences, without any obligation on the part of
Landlord to furnish, install or alter any leasehold improvements.

                                       B-1
<PAGE>
II.     PREFERENTIAL RIGHT TO LEASE

               2.1 SPACE. As long as there is then no uncured Event of Default,
Tenant has not assigned this Lease or sublet the Leased Premises except as
permitted in Section 8.1.6, and Tenant, a Permitted Assignee, and/or such
Permitted Affiliates then occupy and lease not less than 200,000 square feet of
Net Rentable Area in the Building pursuant to this Lease, and subject to all
prior rights of existing tenants or others who may possess any renewal,
expansion, preferential or other rights to lease any space in the Building as of
the date of this Lease, Tenant or such Permitted Assignee shall have during the
initial Term a continuing and recurring preferential right ("PREFERENTIAL
RIGHT") to lease all or any portion of FLOORS 9 THROUGH 20 of the Building
("PREFERENTIAL SPACE"), subject to the terms and conditions hereinafter set
forth.

               2.2 EXERCISE. Landlord shall notify Tenant in writing of the
availability of any such Preferential Space. Landlord's notice shall include the
relevant information and business terms (including, without limitation, the
floor, availability date, calculations of Usable Area and Net Rentable Area and
space plans with respect thereto) and Landlord's good faith determination of the
Market Rate therefor. Tenant shall have ten (10) days following receipt of such
notice to give Landlord notice of the exercise of its Preferential Right as to
such space. If Landlord has a bona fide offer for such space, Tenant must make
its election as to all of such space included in such third-party offer. If
Tenant elects not to, or fails to, exercise its Preferential Rights within the
ten (10) day period specified above, Landlord shall have the right to lease all
or any portion of such Preferential Space to another tenant or tenants provided
the effective rental rate for such lease shall not be less than ninety-five
percent (95%) of the effective rental rate that was offered to Tenant. If a
lease to another tenant is not consummated within one-hundred eighty (180) days
immediately following the elapse of the applicable ten (10) day notice period,
then Tenant's Preferential Right to such space shall be reinstated, and Landlord
shall again comply with the applicable provisions of this Article.


               2.3 BASIC TERMS. Tenant's leasing of any Preferential Space shall
be upon the same terms and conditions as set forth in this Lease, except that
(a) Base Rental shall be the prevailing Market Rate as of the proposed
commencement date of the Preferential Space, (b) payment of Base Rental and
Additional Rental shall commence with respect to the Preferential Space on the
earlier to occur of Tenant's occupancy of such Preferential Space for the
conduct of its business or ninety (90) days after the date Landlord tenders
possession of the Preferential Space to Tenant, and (c) the Preferential Space
shall be added to the Leased Premises in its then-existing condition (on an "AS
IS" basis, excluding latent defects in the base Building and Building systems)
without any obligation on the part of Landlord to furnish, install or alter any
leasehold improvements. Notwithstanding the foregoing, Landlord agrees to
deliver the Preferential Space to Tenant in a vacuumed and broom-cleaned
condition with all of the prior tenant's personal property removed. The term for
the leasing of any Preferential Space shall terminate when the Term of the Lease
for the initial Leased Premises described in Section 1.2 terminates. In no event
shall this Lease continue in force and effect as to any Preferential Space
beyond the expiration or termination of the

                                      B-2
<PAGE>
Lease as to the initial Leased Premises, unless included in the Renewal Option.
The ninety (90) day period described above shall be taken into account in
determining Market Rate.

               2.4 MISCELLANEOUS. Tenant shall not have the right to assign its
Preferential Rights to any assignee of the Lease or sublessee of the Leased
Premises, except as permitted in Section 8.1.6. No Preferential Rights may be
exercised by Tenant during the last twenty-four (24) months of the Term (or any
Renewal Term) unless Tenant shall exercise its Renewal Option for the next
succeeding Renewal Term.

III.    MARKET RATE

               3.1 DEFINITION. For the purposes of this Lease, "MARKET RATE"
shall be that rate (determined on a "gross" lease basis) charged for space of
comparable size and condition in comparable, first-class office buildings in the
Greenway Plaza and Galleria areas in Houston, Texas, further taking into
consideration the following: (i) location, quality and age of the building; (ii)
use, location, size and/or floor level(s) of the space in question; (iii) the
definition of "rentable area"; (iv) extent of leasehold improvements to be
provided; (v) abatements (including with respect to base rental, operating
expenses and real estate taxes and parking charges); (vi) inclusion or exclusion
of parking charges in rental; (vii) lease takeovers/assumptions; (viii)
relocation/moving allowances; (i) space planning allowances; (x) refurbishment
and repainting allowances; (xi) club memberships; (xii) any other concessions or
inducements; (xiii) extent of service provided or to be provided; (xix)
distinction between "gross" and "net" lease; (xv) base year or dollar amount for
escalation purposes (both operating expenses and real estate taxes) in the case
of a "gross" lease; (xvi) any other adjustments (including by way of indexes) to
base rental; (xvii) credit standing and financial stature of the tenant; (xviii)
term or length of lease; (xix) the time the particular rental rate under
consideration was agreed upon and became or is to become effective; (xx) the
payment of a leasing commission and/or fee or bonus in lieu thereof; and (xxi)
any other relevant term or condition in making such Market Rate determination.

               3.2 DETERMINATION. Such Market Rate shall be agreed upon by
Landlord and Tenant no later than thirty (30) days after delivery by Landlord to
Tenant of Landlord's good faith determination of Market Rate, each party
agreeing to use reasonable efforts to reach such agreement. However, if Landlord
and Tenant are unable within such period and by such time to reach such
agreement, then Market Rate shall be determined pursuant to the below
provisions, in which event the Market Rate determined by such procedure shall be
binding upon both Landlord and Tenant, and Tenant shall be entitled to exercise
an option subject to final determination of the Market Rate pursuant to this
Section. Landlord and Tenant shall promptly attempt to agree upon an arbitrator
meeting the qualifications hereinafter set forth (the "ARBITRATOR"). The
Arbitrator selected shall be a licensed real estate broker, with not less than
ten (10) years experience in negotiating office leases in the Greenway Plaza and
Galleria areas. As a condition to selection, the Arbitrator must also have
negotiated at least three (3) major office leases (50,000 square feet or more)
in the Greenway Plaza and Galleria areas during the thirty-six (36) months
preceding his or her selection as the Arbitrator.

                                       B-3
<PAGE>
The Arbitrator selected shall determine the Market Rate by selecting Landlord's
or Tenant's proposed rental rate, whichever in the Arbitrator's judgment most
closely resembles the prevailing Market Rate. If Landlord and Tenant are unable
to agree upon the Arbitrator within fifteen (15) days after submission of the
determination to arbitration, then the Arbitrator shall be selected by the
managing officer of the local office of the American Arbitration Association,
but if such officer fails to act within ten (10) days, then the Arbitrator shall
be selected by the Chief Judge of the United States District Court for the
Southern District of Texas, Houston, Division, acting in such judge's
individual, and not judicial, capacity. The determination of the Arbitrator
shall be final and binding on Landlord and Tenant. Until the Market Rate has
been finally determined, Tenant shall pay Base Rental based upon Landlord's good
faith determination thereof, and an appropriate refund shall be made to or by
Tenant within ten (10) days after a final determination of the Market Rate is
made. The fees and expenses of the Arbitrator and all other expenses, if any,
incurred in connection with arbitration of the Market Rate shall be borne
equally by Landlord and Tenant.

IV.     RIGHT TO TERMINATE

        4.1    ONE-TIME RIGHT TO TERMINATE.

               (a) Provided there is then no uncured Event of Default under this
Lease and Tenant has experienced a Change in Control (as hereinafter defined),
Tenant shall have the right to terminate this Lease (the "TERMINATION OPTION")
in its entirety effective as of February 28, 2003 (the "TERMINATION DATE"), by
(a) furnishing written notice (the "TERMINATION NOTICE") to Landlord no later
than February 28, 2002 ("TERMINATION EXERCISE DATE") and (b) paying to Landlord
(i) one-half of the Termination Payment (defined below), such one-half
discounted back from the Termination Date to the date of payment using a
discount rate of ten (10%) per annum, with the Termination Notice, and (ii) the
remaining one-half of the Termination Payment on the Termination Date, both
amounts to be paid by cash or certified check. If Tenant fails to timely
exercise the Termination Option, the Termination Option shall terminate
automatically and Tenant shall have waived forever its right to exercise the
Termination Option. If Tenant timely exercises the Termination Option but fails
to timely pay the Termination Payment at the times described above, the exercise
of the Termination Option by Tenant shall be null and void and the Lease shall
remain in full force and effect after the Termination Date. A "Change of
Control" shall occur if the assets or stock of Tenant have been acquired by any
entity permitted by law to own a banking institution such that the Office of
Thrift Supervision or its successor as Tenant's primary regulatory agency
considers such transfer to have caused a change of control and such entity
elects to move the primary executive offices of Tenant to a location different
from the Building.

               (b) For purposes of this Lease, the "TERMINATION PAYMENT" as to
the Leased Premises shall be the sum of (i) amount remaining unpaid ("UNPAID
AMOUNT") as of the Termination Date with respect to a hypothetical loan
("ASSUMED LOAN") with a term equal to the Applicable Term (defined below) and an
initial principal balance equal to the Upfront Amount (defined below), bearing
interest at ten percent (10%) per annum, amortized over the term of the Assumed
Loan and

                                       B-4
<PAGE>
payable in equal monthly installments of principal and interest over such term
of the Assumed Loan, with the first such payment due and payable one (1) month
following the date of the commencement of the Applicable Term, plus (i) the
difference in rent between the Old Lease and this Lease for what would have been
the portion of the Leased Premises subject to the Old Lease from March 1, 1998
through March 31, 1999, plus (ii) the difference between the average Base Rent
payable under this Lease and the Base Rent payable under this Lease through the
Termination Date.

               (c) As used herein, "APPLICABLE TERM" shall mean the term
commencing on the Commencement Date and continuing through the end of the
initial ten (10) year Term.

               (d) As used herein, "UPFRONT AMOUNT" shall mean the aggregate
amount of (i) any brokerage or lease commissions paid by Landlord with respect
to the Leased Premises, including any expansions or additions thereto plus (ii)
all tenant improvement allowances or other monetary inducements (including
rental abatements) or monetary concessions (if any) paid by Landlord with
respect to the Leased Premises, including any expansions or additions thereto.

               (e) As used herein, "MONTHLY PAYMENTS" shall mean the
hypothetical monthly principal payments that would have been owing from and
after the Termination Date through the remainder of the term of the Assumed Loan
as to each portion of the Premises.

               (f) Attached hereto as EXHIBIT J is an example of the calculation
of the Termination Payment based on the assumptions (some of which reflect the
actual facts) set forth in EXHIBIT J. The actual calculation of the Termination
Payment will vary as the Leased Premises may be expanded, allowances,
inducements, and commissions may increase, and the commencement dates of the
payment of Rent may vary.

V.      CONTRACTION OPTION

        5.1 CONTRACTION OPTION. Tenant shall have the option ("CONTRACTION
OPTION"), provided there is then no uncured Event of Default under this Lease,
to reduce the size of the Leased Premises by one (1) full floor, which floor
shall, at Tenant's option, be either floor 13 or the lowest full floor of the
Leased Premises (excluding floors 9 and 10), such reduction to be effective on a
date ("Contraction Date") during the sixth Lease Year (between March 1, 2003 and
February 28, 2004) provided (a) Tenant delivers to Landlord at least twelve (12)
months prior written notice ("CONTRACTION NOTICE") of its election to exercise
the Contraction Option and the Contraction Date, and (b) Tenant pays to Landlord
at the time of the delivery of its Contraction Notice a reduction fee equal to
the Termination Payment that would have been payable as of the Contraction Date
under Article IV of this EXHIBIT B as if the Termination Date had been the
Contraction Date provided such fee shall be the amount of the Termination
Payment allocable to the floor eliminated from the Leased Premises based on its
relative number of square feet of Net Rentable Area and such reduction fee shall
be discounted back from the Contraction Date to the date of payment using a
discount rate of ten percent (10%) per annum. If Tenant fails to timely exercise
the Contraction Option (by

                                       B-5
<PAGE>
delivering written notice by February 28, 2003) the Contraction Option shall
terminate automatically and Tenant shall have waived forever its right to
exercise the Contraction Option. If Tenant timely exercises the Contraction
Option but fails to timely pay the Termination Payment allocable to such floor
simultaneously with the delivery of its Contraction Notice, the exercise of the
Contraction Option by Tenant shall be null and void and the Lease shall remain
in full force and effect for all of the Leased Premises.

                                       B-6
<PAGE>
                                    EXHIBIT C

                      AIR CONDITIONING AND HEATING SERVICES

               Subject to the provisions of Section 3.1.1 (ii) of the Lease,
Landlord will furnish Building standard air conditioning and heating (as
specified below) between 7:00 a.m. and 6:00 p.m. from Monday through Friday
(without request), and 8:00 a.m. and 1:00 p.m. on Saturdays (upon request made
in accordance with the rules and regulations for the Building), excluding
Holidays, . Upon request of Tenant, made in accordance with the rules and
regulations for the Building, Landlord will furnish air conditioning and heating
at other times (that is, at times other than the times specified above) in which
event Tenant shall reimburse Landlord for the cost of furnishing such services
at the rates set forth on SCHEDULE II attached hereto and incorporated herein.

               The following dates shall constitute "HOLIDAYS" as said term is
used in this Lease:

        1.     New Year's Day;
        2.     Good Friday;
        3.     Memorial Day;
        4.     Independence Day;
        5.     Labor Day;
        6.     Thanksgiving Day; and
        7.     Christmas Day.

If, in the case of any holiday set forth in 1 through 7 above, a different day
shall be observed other than the day set forth above, then that day which
constitutes the day observed by national banks in Houston, Texas on account of
such holiday shall constitute the holiday under this Lease.

               Building standard air conditioning and heating shall consist of
the following:

        1.     Outside design conditions are as follows:               Dry Bulb
                                                                       (degree)F
                                                                       ---------
                      Summer Outside Air Temperature..................    97
                      Winter Outside Air Temperature..................    15

        2.     Cooling inside design conditions are as follows:        Dry Bulb
                                                                       (degree)F
                                                                       ---------
                      Inside Temperatures (Offices & Lobbies).........   72-78

        3.     Heating inside design conditions are as follows:        Dry Bulb
                                                                       (degree)F
                                                                       ---------
                      Inside Temperatures (Offices & Lobbies).........   70-75

                                       C-1
<PAGE>
                                   SCHEDULE II

                               OVERTIME HVAC RATE

A graduated rate scale based on the number of simultaneous air handling unit
hours requested by Tenant:

        $35 per air handling unit hour when only one (1) air handling unit is
        requested and operated on Tenant floors

        $32 per air handling unit hour when only two (2) air handling units are
        requested and operated at the same time on Tenant floors

        $30 per air handling unit hour when only three (3) air handling units
        are requested and operated at the same time on Tenant floors

        $29 per air handling unit hour when only four (4) air handling units are
        requested and operated at the same time on Tenant floors

        $28 per air handling unit hour when only five (5) air handling units are
        requested and operated at the same time on Tenant floors

The rate may be indexed to the kilowatt hour rate for electricity as of the
commencement date (the "BASE RATE"), and if the Kilowatt Hour Rate increases
over the base rate, the graduated rates listed above shall, at the Landlord's
election, be increased proportionately.

The Base Rate is hereby stipulated to be $.061 per kilowatt hour; based on the
cost of electrical service in the building as invoiced by Houston Lighting and
Power on 7/30/97 (Current Bill Amount/Metered Kilowatt Hours (KWH)).
<PAGE>
                                    EXHIBIT D

                         BUILDING RULES AND REGULATIONS

               1. Sidewalks, doorways, vestibules, halls, stairways, elevator
lobbies and other similar areas in the common areas of the Building shall not be
used for the storage of materials or disposal of trash, be obstructed by tenants
or Landlord, or be used by tenants or Landlord for any purpose other than
entrance to and exit from the tenant's leased areas and the Building and for
going from one part of the Building to another part of the Building.

               2. Plumbing fixtures shall be used only for the purposes for
which they are designed, and no sweepings, rubbish, rags or other unsuitable
materials shall be disposed into them. Damage resulting to any such fixtures
proven to result from misuse by a tenant, and not by Landlord's cleaning
contractors responsible for cleaning the tenant's leased area and the Building,
shall be the liability of said tenant.

               3. Signs, advertisements, graphics or notices visible in or from
public corridors, any common area or public areas of the Building or from
outside the Building shall be subject to Landlord's (or Landlord's property
manager's) prior written approval. No part of the Project may be defaced by
tenants.

               4. Significant movement in or out of the Building of furniture,
office equipment, or any other bulky or heavy materials shall be restricted to
such hours as Landlord (or Landlord's property manager) shall reasonably
designate. Landlord (or Landlord's property manager) will determine the method
and routing of the movement of said items so as to ensure the safety of all
persons and property concerned and Tenant shall be responsible for all costs and
expenses associated therewith. Advance written notice of intent to move such
items must be made to the Landlord (or Landlord's property manager) at least
twenty-four (24) hours before the time of such move. For nonsignificant movement
in or out of the Building of portable items which do not require use of dollies
or other moving equipment, notice to Landlord (or Landlord's property manager)
shall not be required.

               5. All deliveries (including messenger deliveries but excluding
deliveries of small hand carried parcels) to a tenant's leased premises shall be
made through the freight elevators. Passenger elevators are to be used only for
the movement of persons. Delivery vehicles shall be permitted only in such areas
as are designated by Landlord, from time to time, for deliveries to the
Building. Absolutely no carts or dollies are allowed through the main entrances
of the Building or on passenger elevators without the prior written consent of
Landlord (or Landlord's property manager). Tenants may obtain the prior written
consent of Landlord (or Landlord's property manager) for any exception to the
provisions of this Paragraph 5.

                                       D-1
<PAGE>
               After-hours removal of hand carried items must be accompanied by
an "Equipment Removal Form" or "Property Pass" [to be provided by Landlord (or
Landlord's property manager)]. A letter signed by an authorized representative
of a tenant on such tenant's letterhead will also be acceptable. A list of
persons authorized to sign the Equipment Removal Form or Property Pass (and any
amendments thereto) will be furnished by each tenant to Landlord and Landlord
shall be entitled to rely thereon. Each tenant shall have the right to amend
such list from time to time upon written notice to Landlord (or Landlord's
property manager).

               6. Landlord (or Landlord's property manager) shall have the
authority to approve the proposed weight and location of any safes and heavy
furniture and equipment, which shall in all cases stand on supporting devices
approved by Landlord in order to distribute the weight.

               7. Corridor doors which lead to common areas of the Building
(other than doors opening into the elevator lobby on floors leased entirely to a
tenant) shall be kept closed at all times.

               8. Each tenant shall cooperate with Landlord (and Landlord's
property manager) in keeping its leased area neat and clean. No tenant shall
employ any person for the purpose of such cleaning other than the Building's
cleaning and maintenance personnel without prior approval of Landlord (or
Landlord's property manager).

               9. All freight elevator lobbies are to be kept neat and clean.
The disposal of trash or storage of materials in these areas is prohibited.

               10. No vehicles, bicycles, motorcycles, birds, fish or other
animals shall be brought into or kept in, on or about the Building (except for
Seeing Eye dogs).

               11. Tenants shall not tamper with or attempt to adjust
temperature control thermostats in their leased premises and shall not use any
additional methods of heating or air-conditioning. Landlord shall promptly
respond to each tenant's notices as to, and Landlord (or Landlord's property
manager) shall adjust thermostats as required to maintain, the Building standard
temperature. Each tenant shall use reasonable efforts to keep all window blinds
down and tilted at a 45 degree angle toward the street to help maintain
comfortable room temperatures and conserve energy.

               12. Each tenant will comply with all access control procedures
necessary both during business hours and after hours and on weekends. Landlord
will provide each tenant with prior notice of such access control procedures and
any changes thereto promptly.

               13. Tenants are requested to lock all office doors leading to
corridors and to turn out all lights at the close of their working day;
provided, however, that no tenant shall be responsible to ensure that Landlord's
cleaning contractor locks doors and turns out lights after cleaning the tenant's
leased premises.

                                       D-2
<PAGE>
               14. All requests for overtime air conditioning or heating must be
submitted in writing to Landlord (or Landlord's property manager) by an
authorized representative of the tenant. A list of persons authorized to request
such overtime services (and any amendments thereto) will be furnished by the
tenant to Landlord and Landlord shall be entitled to rely thereon. Any such
request must be made by 2:00 p.m. on the day desired for weekday requests, by
2:00 p.m. Friday for weekend requests and by 2:00 p.m. on the preceding Business
Day for holiday requests. Requests made after that time may result in an
additional charge to such tenant, if acted upon by Landlord, but Landlord is in
no event obligated to act on untimely requests.

               15. No flammable or explosive fluids or materials shall be kept
or used within the Building except in areas approved by Landlord, and each
tenant shall comply with all applicable building and fire codes relating
thereto.

               16. Tenants may not make any modifications, alterations,
additions or repairs to their leased premises and may not install any furniture,
fixtures or equipment in their leased premises which is in violation of any
applicable building and/or fire code governing their leased premises or the
Project. The tenant must obtain prior approval from Landlord (or Landlord's
property manager) of any such alterations, modifications and additions and shall
deliver "as built" plans therefor to Landlord (or Landlord's property manager),
upon completion, except as otherwise permitted in the tenant's lease. Such
alterations include, but are not limited to, any communication equipment and
associated wiring which must meet fire code. The Contractor conducting the
modifications and additions must be a licensed contractor, is subject to all
rules and regulations of Landlord (and Landlord's property manager) while
performing work in the Building and must obtain all necessary permits and
approvals prior to commencing the modifications and additions.

               17. No vending machines of any type shall be allowed in tenant
space without the prior written consent of Landlord (or Landlord's property
manager).

               18. All locks for doors in each tenant's leased areas shall be
Building Standard except as otherwise permitted by Landlord and no tenant shall
place any additional lock or locks on any door in its leased area without
Landlord's (or Landlord's property manager's) written consent except as
otherwise permitted in such tenant's lease. All requests for duplicate keys
shall be made to Landlord (or Landlord's property manager).

               19. No tenant shall interfere in any way with other tenants' (or
their visitors') quiet enjoyment of their leased premises.

               20. Landlord (or Landlord's property manager) will not be liable
or responsible for lost or stolen money, jewelry or other personal property from
any tenant's leased area or public areas of the Building or Project.

                                       D-3
<PAGE>
               21. No machinery of any kind other than normal office equipment
shall be operated by any tenant in its leased area without the prior written
consent of Landlord (or Landlord's property manager).

               22. Canvassing, peddling, soliciting and distribution of hand
bills in the Building (except for activities within a tenant's leased premises
which involve only such tenant's employees) is prohibited. Each tenant is
requested to notify Landlord (or Landlord's property manager) if such activities
occur.

               23. A "Tenant Contractor Entrance Authorization" form [to be
supplied by Landlord (or Landlord's property manager)] will be required for the
following:

                      a) Access to Building mechanical, telephone or electrical
        rooms (e.g., GTE or Southwestern Bell Telephone employees).

                      b) After-hours freight elevator use.

                      c) After-hours building access by tenant's contractors.
        Please note that the tenant will be responsible for contacting
        Landlord's property manager in advance for clearance of such tenant
        contractors.

               All tenants will refer all contractors, contractors'
representatives and installation technicians tendering any service to them to
Landlord for Landlord's supervision, approval and control before the performance
of any contractual services. This provision shall apply to all work performed in
the Building (other than work under contract for installation or maintenance of
security equipment or banking equipment), including, but not limited to,
installations of telephones, telegraph equipment, electrical devices and
attachments, and any and all installations of every nature affecting floors,
walls, woodwork, trim, windows, ceilings, equipment and any other physical
portion of the Building.

               24. Per City of Houston Code of Ordinances Section 21 - 239, the
public places within the Building are to be smoke free. This includes but is not
limited to the lobbies, elevators, stairwells, restroom facilities and plaza and
breezeway entrances. In addition, the Building shall be a non-smoking building,
with no smoking in the Leased Premises or in any other area of the Building,
including the exterior portions thereof, provided that Landlord may provide for
a smoking area, in which case Tenant shall ensure that its employees smoke only
in such smoking area.

               25. Each tenant and their contractors are responsible for removal
of trash resulting from large deliveries or move-ins. Such trash must be removed
from the Building and Building facilities may not be used for dumping. If such
trash is not promptly removed, Landlord (or Landlord's property manager) may
cause such trash to be removed at the tenant's sole cost and

                                       D-4
<PAGE>
expense plus a reasonable additional charge to be determined by Landlord to
cover Landlord's administrative costs in connection with such removal.

               26. Tenants may not install, leave or store equipment, supplies,
furniture or trash in the common areas of the Building (i.e., outside their
leased premises).

               27. Each tenant shall provide Landlord's property manager with
names and telephone numbers of individuals who should be contacted in an
emergency.

               28. Tenants shall comply with the Building life safety program
established by Landlord (or by Landlord's property manager), including without
limitation fire drills, training programs and fire warden staffing procedures,
and shall exercise all reasonable efforts to cause all tenant employees,
invitees and guests to comply with such program.

               29. To insure orderly operation of the Building, no ice, mineral
or other water, towels, newspapers, etc., shall be delivered to any leased area
except by persons appointed or approved by Landlord in writing.

               30. Should a tenant require telegraphic, telephonic, annunciator
or other communication service, Landlord will direct the electricians where and
how wires are to be introduced and placed and none shall be introduced or placed
except as Landlord shall approve. Electric current shall not be used for space
heaters, cooking or heating devices or similar appliances without Landlord's
prior written permission.

               31. Nothing shall be swept or thrown into the corridors, halls,
elevator shafts or stairways.

               32. No portion of any tenant's leased area shall at any time be
used or occupied as sleeping or lodging quarters, nor shall personnel occupancy
loads exceed limits reasonably established by Landlord for the Building.

               33. The carrying of firearms of any kind in any leased premises,
the building in which such premises are situated, any related garage, or any
related complex of buildings of which the foregoing are a part, or any
sidewalks, drives, or other common areas related to any of the foregoing, is
prohibited except in the case of unconcealed firearms carried by licensed
security personnel hired or contracted for by tenants for security of their
premises as permitted by such tenants' leases or otherwise consented to by
Landlord in writing.

                                       D-5
<PAGE>
                                    EXHIBIT E

                             LEASEHOLD IMPROVEMENTS

I.      TENANT'S WORK.

        A. SPACE PLAN FOR TENANT WORK. Tenant intends to undertake remodeling of
the Leased Premises. Except as otherwise provided in Section 5.1.2 of the Lease,
prior to commencement of any remodeling work ("TENANT WORK"), Tenant will
deliver to Landlord a detailed space plan, together with other relevant
information and written instructions relating thereto (said space plan and other
information and instructions being herein called the "TENANT SPACE PLAN").
Landlord will review the Tenant Space Plan to confirm that the Tenant Work
contemplated thereby (i) conforms with or exceeds the standards of the Project,
(ii) will not impair the structural, mechanical, electrical, plumbing, heating,
air condition or ventilation integrity of the Project, and (iii) will comply
with all applicable governmental requirements (provided Landlord's approval
shall not constitute a representation by Landlord that the Tenant Space Plan
provides for construction of improvements that comply with applicable
governmental requirements). If the requirements of (i) through (iii) above are
satisfied to Landlord's reasonable satisfaction, Landlord shall not unreasonably
withhold approval of the Tenant Space Plan. Landlord shall either approve or
disapprove the Tenant Space Plan within five (5) business days after the date
Landlord receives the Tenant Space Plan. If Landlord does not approve the Tenant
Space Plan, Landlord will inform Tenant in writing of its objections.

        B. TENANT WORKING DRAWINGS. After the Tenant Space Plan has been
approved by Landlord, Tenant shall cause working drawings (the "TENANT WORKING
DRAWINGS") of the Tenant Work to be prepared and shall deliver the same to
Landlord for its approval, which approval shall not be unreasonably withheld.
The Tenant Working Drawings shall consist of complete sets of plans and
specifications, including detailed architectural, structural, mechanical,
electrical, plumbing, heating, air condition and ventilation plans for the
Tenant Work. The Tenant Working Drawings shall be substantially consistent with
the Tenant Space Plan without any material changes. The Tenant Working Drawings
shall be prepared at Tenant's expense by architects and engineers selected by
Tenant and approved by Landlord. The approval process for the Tenant Working
Drawings shall be identical to the approval process for the Tenant Space Plan
described in Paragraph A of this EXHIBIT E.

        C. BID LETTING. Tenant shall promptly submit the approved Tenant Working
Drawings to any reputable contractor(s) selected by Tenant and reasonably
approved by Landlord (the "TENANT CONTRACTOR(S)") for pricing.

        D. SELECTION OF CONTRACTOR. Tenant agrees to notify Landlord of its
decision as to selection of a contractor.

                                       E-1
<PAGE>
        E.     TENANT CONTRACTOR - CONSTRUCTION COORDINATION.

               (a) If Tenant accepts a Tenant Contractor's bid, then the Tenant
        Contractor shall (and its contract shall so provide):

               (i)    conduct its work in such a manner so as not to
                      unreasonably interfere with other tenants, Project
                      operations, or any other construction occurring on or in
                      the Project or the Leased Premises;

               (ii)   execute a set of and comply with the Contractor Rules and
                      Regulations attached hereto as EXHIBIT I and comply with
                      all additional rules and regulations relating to
                      construction activities in or on the Project as may be
                      reasonably promulgated from time to time and uniformly
                      enforced by Landlord or its agents;

               (iii)  maintain such insurance and bonds in force and effect as
                      may be reasonably requested by Landlord or as required by
                      applicable law (but in any event said bonds shall be in
                      amounts equal to the full value or cost of the work being
                      done by the applicable subcontractors); and

               (iv)   be responsible for reaching an agreement with Landlord and
                      its agents as to the terms and conditions for all
                      contractor items relating to the conducting of its work
                      including, but not limited to, those matters relating to
                      hoisting, systems interfacing, use of temporary utilities,
                      storage of materials, access to the Leased Premises and
                      the Project and the purchase and return of Building
                      standard as well as other reusable materials.

               (b) Landlord shall have the right to approve all subcontractors
        to be used by the Tenant Contractor. Tenant may from time to time submit
        lists of subcontractors requesting Landlord's approval of such list of
        subcontractors.

               (c) As a condition precedent to Landlord permitting the Tenant
        Contractor to commence the Tenant Work, Tenant and the Tenant Contractor
        shall deliver to Landlord such assurances or instruments as may be
        reasonably requested by Landlord to evidence the Tenant Contractor's and
        its subcontractor's compliance or agreement to comply with the
        provisions of this Paragraph E.

                                       E-2
<PAGE>
        F. TENANT CONTRACTOR - HOLD HARMLESS. Tenant shall indemnify and hold
harmless Landlord, its agents, contractors (including Building Contractor) and
any mortgagee of Landlord from and against any and all losses, damages, costs
(including costs of suit and attorneys' fees), liabilities or causes of action
for injury to, or death of, any person, for damage to any property and for
mechanic's, materialmen's or other liens or claims arising out of or in
connection with the work done by Tenant Contractor (and Tenant Contractor's
subcontractors and sub-subcontractors) under its contract with Tenant.

        G. TENANT CONTRACTOR - MECHANIC'S AND MATERIALMEN'S LIENS. Tenant shall
notify in writing all materialmen, contractors, artisans, mechanics, laborers
and other parties hereafter contracting with Tenant for the furnishing of any
labor, services, materials, supplies or equipment with respect to any portion of
the Leased Premises that they must look solely to Tenant for payment for same
and shall simultaneously send copies of all such notifications to Landlord for
its review. Should any mechanic's or other liens be filed against any portion of
the Project, including the Leased Premises, by reason of Tenant's or Tenant
Contractor's acts or omissions or because of a claim against Tenant or Tenant
Contractor, Tenant shall inform Landlord of such lien immediately and cause the
same to be canceled or discharged of record by bond or otherwise within twenty
(20) days after receipt of notice by Tenant. If Tenant fails to cancel or
discharge the lien within said twenty (20) day period, Landlord may, at its sole
option, cancel or discharge the same and upon Landlord's demand, Tenant shall
promptly reimburse Landlord for all costs (including attorneys' fees) incurred
in canceling or discharging such liens.

        H. DEFAULT. The failure by Tenant to comply with the provisions of
EXHIBIT E shall constitute a default by Tenant under terms of Section 7.1.1(ii)
of the Lease in the event Tenant fails to remedy such failure within the cure
period provided therein, and upon such default Landlord shall have the benefit
of all remedies provided for in the Lease.

        I. CHANGE ORDERS. Tenant may authorize changes in the Tenant Work;
provided that any changes must meet the criteria set forth in Paragraph A of
this EXHIBIT E.

        J. AS-BUILT PLANS. Upon completion of the Tenant Work, Tenant shall
deliver to Landlord a copy of the final, revised plans and specifications for
the Tenant Work within thirty (30) days of completing the same. Upon receipt,
Landlord will transfer such plans to Landlord's Master Plans at a cost to be
borne by Landlord.

        K. FREIGHT ELEVATOR. Tenant shall have the non-exclusive right, together
with Landlord and other tenants of the Building, to use the freight elevator
serving the Building subject to all applicable Building rules and regulations.
Without limiting the foregoing, the freight elevator shall be used to the extent
possible to avoid interfering with other tenants of the Building.

        L. DUMPSTER. Tenant shall have the right to place a dumpster in a
location approved by Landlord for purposes of disposing of refuse arising from
Tenant's work. Tenant shall be responsible

                                       E-3
<PAGE>
for maintaining such dumpster in a neat and attractive condition and causing
such dumpster to be emptied on a regular basis.

        M. CONTRACTOR PARKING. Tenant's contractors shall be permitted to park
in the Surface Spaces during construction at no charge in addition to the
charges paid by Tenant hereunder. Tenant's contractors shall not be permitted to
park anywhere else in the Project. If Tenant exercises its rights under Section
3.5.3 to terminate its right to use the Surface Spaces, Tenant's contractors
shall not be permitted to park in the Surface Spaces.

                                       E-4
<PAGE>
                                    EXHIBIT F

                            JANITORIAL SPECIFICATIONS

A.      OFFICE AREAS

        1.     Empty, clean and damp dust all waste receptacles and remove waste
               paper and rubbish from the premises nightly; wash receptacles as
               necessary.

        2.     Empty and clean all ash trays, screen all sand urns nightly and
               supply and replace sand as necessary.

        3.     Vacuum all rugs and carpeted areas in offices, lobbies and
               corridors nightly.

        4.     Hand dust and wipe clean with damp or treated cloth all office
               furniture, files, fixtures, paneling, window sills and all other
               horizontal surfaces nightly and Building Standard window blinds
               once per month; wash window sills when necessary.

        5.     Damp wipe and polish all glass furniture tops nightly.

        6.     Remove all finger marks and smudges from vertical surfaces,
               including doors, door frames, around light switches, private
               entrance glass and partitions nightly.

        7.     Wash clean all water coolers nightly.

        8.     Sweep all stairways nightly, vacuum if carpeted.

        9.     Monitor all stairwells throughout the entire building daily and
               keep in clean condition.

        10.    Damp mop spillage in office and public areas as required.

        11.    Damp dust all telephones as necessary.

B.      WASH ROOMS

        1.     Mop, rinse and dry floors nightly.

        2.     Scrub floors as necessary.

        3.     Clean all mirrors, bright work and enameled surfaces nightly.

                                       F-1
<PAGE>
        4.     Wash and disinfect all basins, urinals and bowls nightly, using
               non-abrasive cleaners to remove stains and clean undersides of
               rim of urinals and bowls.

        5.     Wash both sides of all toilet seats with soap and water and
               disinfect nightly.

        6.     Damp wipe nightly, wash all partitions, tile walls and outside
               surface of all dispensers and receptacles.

        7.     Empty and sanitize all receptacles and sanitary disposals
               nightly; thoroughly clean and wash at least once per week.

        8.     Fill toilet tissue, soap, towel and sanitary napkins dispensers
               nightly.

        9.     Clean flushometers, piping, toilet seat hinges and other metal
               work nightly.

        10.    Wash and polish all walls, partitions, tile walls and enamel
               surfaces from trim to floor monthly.

        11.    Apply finish to tile floor when necessary as instructed by the
               Project manager.

        12.    Vacuum all louvers, ventilating grills, and dust light fixtures
               monthly. NOTE: It is the intention to keep the washrooms
               thoroughly cleaned and NOT to use a disinfectant or deodorant to
               kill odor. If a disinfectant is necessary, an odorless product
               will be used with Landlord's permission.

C.      FLOORS

        1.     Ceramic tile, marble and terrazzo floors to be swept and buffed
               nightly and washed or scrubbed as necessary.

        2.     Vinyl asbestos, asphalt, vinyl, rubber or other composition
               floors and bases to be swept nightly; such floors in public areas
               on multiple tenancy floors to be waxed and buffed as needed.

        3.     Tile floors in office areas will be waxed and buffed monthly.

        4.     All floors stripped and rewaxed as necessary.

        5.     All carpeted areas and rugs to be vacuumed clean nightly.

        6.     Carpet shampooing will be performed at Tenant's request and
               billed by Landlord.

                                       F-2
<PAGE>
D.      GLASS

        1.     Clean glass entrance doors and adjacent glass panels nightly.

E.      HIGH DUSTING (Quarterly)

        1.     Dust and wipe clean all closet shelving when empty and carpet
               sweep or dry mop all floors in closets if such are empty.

        2.     Dust all picture frames, charts, graphs and similar wall
               hangings.

        3.     Dust clean all vertical surfaces such as walls, partitions,
               doors, door backs and other surfaces above shoulder height.

        4.     Damp dust all ceiling air conditioning diffusers, wall grilles,
               registers and other ventilating louvers.

        5.     Dust the exterior surfaces of lighting fixtures, including glass
               and plastic enclosures.

F.      DAY SERVICE

        1.     At least once, and more as deemed necessary during the day, check
               men's washrooms for toilet tissue replacements.

        2.     At least once, and more as deemed necessary during the day, check
               ladies' washrooms and toilet tissue and sanitary napkin
               replacements.

        3.     Supply toilet tissue, soap and towels in men's and ladies'
               washrooms and sanitary napkins in ladies' washrooms.

        4.     As needed, vacuuming of elevator cabs will be performed.

        5.     There will be a surveillance of public areas to ensure
               cleanliness.

        6.     Clean ash urns as necessary in elevator lobbies.

        7.     Clean building glass entrance doors and panels as needed.

G.      GENERAL

                                       F-3
<PAGE>
        1.     Wipe all interior metal window frames, mullions, and other
               unpainted interior metal surfaces of the perimeter walls of the
               building each time the interior of the windows is washed (as
               requested by the Project manager).

        2.     Keep janitorial closets in a clean, neat and orderly condition.

        3.     Wipe clean and polish all metal hardware fixtures and other
               bright work nightly.

        4.     Dust and/or wash all directory boards as required, remove
               fingerprints and smudges nightly.

        5.     Maintain building lobby, corridors and other public areas in a
               clean condition.

        6.     Dust fire extinguishers and cabinets nightly (interior and
               exterior); wash as necessary.

        7.     All baseboards (resilient flooring and carpeting areas) will be
               washed and wiped clean as necessary.

        8.     Vacuum entrance mats nightly.

        9.     Hose and scrub plaza area and sidewalks as necessary.

        10.    Perform special cleaning needs of individual tenants as
               authorized and directed by the Project manager.

        11.    Properly maintain exterior of building at ground level by
               ensuring that curtain wall, glass, marble, etc., is kept in a
               clean condition. Exterior stainless steel is to be cleaned or
               polished weekly.

        12.    Polish standpipes and sprinkler Siamese connections as
               necessary.

               NOTE: Upon completion of nightly duties, floor supervisors will
               ensure that all vacant offices have been cleaned and left in a
               neat and orderly condition, all lights have been turned off and
               all exterior doors locked.

                                       F-4
<PAGE>
                                    EXHIBIT G

                          TENANT'S ELECTRICAL GENERATOR

               Tenant shall be permitted, at its sole expense, to install and
maintain a back-up electrical generator in the reserved parking area of the
Parking Garage in the location shown attached hereto as EXHIBIT G-1. The
installation of said generator shall be subject to all conditions and
requirements as provided for Tenant Work pursuant to EXHIBIT E. The
installation, maintenance, repair, replacement, removal and repair of any damage
relating thereto, and all related costs, shall be the sole responsibility of
Tenant, subject to Landlord's direction and control, provided, however, that
upon Tenant's election, Landlord shall maintain said generator whereupon Tenant
shall reimburse Landlord for any costs incurred therewith, together with a fee
to Landlord equal to seven percent (7%) of any such costs, within ten (10) days
of invoice therefore. Tenant shall not be charged for the space occupied by the
generator and any related equipment, provided, however, that the number of
parking spaces so occupied shall be credited against the number of Assigned
Permits Tenant is entitled to under the Lease. Tenant shall indemnify and hold
Landlord, its employees, agents and contractors harmless from and against all
claims and liabilities of every kind or nature stemming from the existence and
operation of such generator unless such claim or liability is the result of
Landlord's or its employees', agents' or contractors' gross negligence or
willful misconduct.

                                       G-1
<PAGE>
                                   EXHIBIT G-1

                              LOCATION OF GENERATOR

                                       G-1
<PAGE>
                                    EXHIBIT H

                             BUILDING STANDARD ITEMS

               "BUILDING STANDARD IMPROVEMENTS" shall mean the following
leasehold improvements:

Partitions                   One (1) lineal foot of Building Standard type II
                             partition per twelve (12) square feet of Net
                             Rentable Area leased outside the core area in the
                             case of a full floor tenant and the Usable Area for
                             a tenant on a partial floor. All required
                             partitions will be 5/8" gypsum board, painted with
                             Building Standard colors to be provided by
                             Landlord.

Ceilings                     A random fissured, mineral fiber, 2_ x 2_ lay-in
                             tile supported by an exposed "fine line" grid
                             throughout the Leased Premises.

Lighting Fixtures            One (1) 2' x 4' recessed 3 tube fluorescent
                             lighting fixture with anodized aluminum 18 cell
                             parabolic shaped louvers, including initial
                             lamping, per one hundred (100) square feet of Net
                             Rentable Area.

Duplex Electric Outlets      One (1) duplex wall-mounted convenience outlet for
                             each one hundred twenty (120) square feet of Net
                             Rentable Area.

Telephone Outlets            One (1) telephone wall outlet for each two hundred
                             ten (210) square feet of Net Rentable Area.

Floor Covering               Building Standard commercial grade carpeting
                             throughout the Leased Premises.

Doors                        One (1) full height, solid core door with a metal
                             frame and lever handle latch set hardware per three
                             hundred (300) square feet of Net Rentable Area.

Light Switches               One (1) single pole light switch for each three
                             hundred (300) square feet of Net Rentable Area.
                             Group switching will be provided in open areas.

Window Coverings             One inch (1") horizontal aluminum slat mini-blinds
                             for exterior windows throughout the Leased
                             Premises.

Fire Sprinkler Heads         Ceiling mounted fire sprinkler heads throughout
                             the Leased Premises to conform with light hazard
                             occupancy fire protection system design criteria
                             up to one sprinkler per 125 square feet of Net
                             Rentable Area.

                                       H-1
<PAGE>
                                    EXHIBIT I

                        CONTRACTOR RULES AND REGULATIONS


1.      WORK APPROVAL

        All drawings, subcontractors and material must be approved through the
        Management Office prior to the start of construction.

2.      PERMITS

        Permits and licenses necessary for the completion of the work shall be
        secured and paid for by Contractor. A copy of all permits shall be
        posted in a readily accessible area at the construction site and given
        to Property Management after final inspection.

3.      INSURANCE

        The Contractor shall maintain insurance and/or bonds as reasonably
        requested by the Management Office and shall produce evidence of such
        insurance on request, including the insurance required in the attachment
        to this EXHIBIT I.

4.      BUILDING USE

        The Contractor shall confine his use of the premises to the designated
        construction area(s) so as not to disturb other tenants in the building.
        The Contractor will be responsible for protecting the finishes in any
        common areas used such as corridors and elevators as well as any
        existing finishes in the construction area which are to remain.

5.      WORKING HOURS

        There are certain operations that must be performed outside of normal
        hours to prevent the interruption of normal business operations. These
        are:

        a.      Drilling or cutting of the concrete floor slab or any concrete
                structural member.

        b.      Any work in which machine noise or vibration (such as framing
                and hanging sheetrock, removal of glue down carpet or tile
                flooring or the laying of carpet tack strips) may disrupt normal
                office procedures.

        c.      Material stocking, demolition and trash removal.

        d.      Any work requiring access to the ceiling of the floor below
                construction.

        e.      Application or use of any product that will affect indoor air
                quality or produce strong odors.

                                       I-1
<PAGE>
        All work performed outside normal hours (7:30 a.m. through 5:30 p.m.;
        weekdays) must be scheduled and approved by the Management Office.
        Failure to observe requirements outlined above will cause the job to be
        shut-down.

 6.     WORKMAN CONDUCT

        No loud radios will be tolerated. No use of foul language. Shirts must
be worn at all times.

7.      ELEVATORS

        The Contractor will only use the specific elevator designated by the
        Management Office. Hours of use will also be designated by the
        Management Office. Construction materials, tools, trash and employees
        are to be transferred to and from the construction area via this
        elevator. It will be the contractor's responsibility to protect all
        elevator finishes, interior and exterior.

8.      COMMON AND TENANT AREAS

        The Contractors shall carefully protect a walls, carpets, floors,
        furniture and fixtures. All work will be done with minimum disruption to
        the normal operation of the office tower. Contractor shall repair or
        replace damage to property without cost to Landlord.

9.      WATER/ELECTRICITY DURING CONSTRUCTION

        Sources of water and electricity will be furnished to Contractor without
        cost to him, in reasonable quantities for use in fighting, for portable
        power tools, drinking water, water for testing and other such common
        usage during construction. Contractor shall make all connections,
        furnish any necessary extensions, and remove same upon completion of
        work.

10.     SANITARY FACILITIES

        The Contractor shall use only those facilities specifically designated
        by the Management Office.

11.     DUSTY WORK

        Contractor shall notify the Management Office prior to commencement of
        extremely dusty work (sheetrock cutting, sanding, extensive brooming,
        etc.) as this work may affect HVAC equipment and fire safety equipment.

                                       I-2
<PAGE>
12.     ASBESTOS

        Contractor will ensure that all materials used in the construction or
        remodeling of a space are free of asbestos containing materials ACM
        (e.g. suspect ACM types of materials include: wallboard and ceiling
        board, ceiling texture, wallboard joint compound, plaster, floor tile,
        floor tile mastic, baseboard mastic, carpet mastics, caulking/mastics,
        etc.). MSDS sheets for all materials used in construction and remodeling
        must be supplied by the contractor to the property management office.
        Contractor will provide a letter certifying that all such materials are
        free of ACM to the property manager.

 13.    CEILING TILE

        Please replace any ceiling tile you remove. If any are broken during
        removal or installation, notify building management office. We will
        provide you the brand and type of tiles used so that you can purchase
        and re-install the correct tiles.

14.     ELECTRICAL PANEL CHANGES

        All additional electrical circuits, panels and associated metering will
        be appropriately marked as to the area and/or equipment serviced by the
        circuit(s) in question. Noncompliance with this regulation will result
        in possible barring of the Contractor from future activities in the
        Building.

        All electrical panels, junction boxes or pull boxes which have covers or
        doors removed so as to allow the addition of new circuits or any new
        electrical panels which are installed shall be fully covered, closed or
        replaced.

15.     HVAC

        The mechanical contractor shall deliver to Landlord an air balance
        report which will verify air flow delivery per the construction drawing
        and be able to demonstrate to Landlord that all thermostats function
        correctly and are properly calibrated. All flex ducts must be externally
        insulated. Duct tape cut-outs not used shall be covered with a duct
        plate and insulation.

16.     METERING

        All additional electrical panels and air conditioning units must be
        metered.

17.     FLOOR PENETRATIONS

                                       I-3
<PAGE>
        All floor penetrations shall be scheduled with the Management Office.
        Upon completion, they will be caulked, cemented or filled with materials
        which are fire-rated, free of ACM, and match building specifications.
        Supply MSDS sheet to property management office.

18.     WELDING/CUTTING TORCH USE

        At no time is any welding or cutting torch to be used in the Building
        without approval of the Management Office. If approval is granted, the
        Contractor must coordinate the time with the Management Office. A fire
        extinguisher must be present in the work area at all times while the
        equipment is being used. Contractor shall be responsible for posting a
        fire watch during times the fire detection system is disabled.

 19.    ODOROUS OR NOXIOUS MATERIALS

        No odorous or noxious materials or any other substances which could
        affect indoor air quality will be used in the building without prior
        approval of the Management Office. Such use will be scheduled after
        normal office hours. The contractor will provide MSDS sheets on
        materials used to the property management office.

20.     DRAINING OF SPRINKLER LINES

        Any work which will involve the draining of a sprinkler line or
        otherwise affect the building's sprinkler system must be approved by the
        Management Office. In all instances where this is done, the system will
        not be left inoperable overnight.

21.     FIRE ALARM SYSTEM

        Any work which could interfere with the fire safety system such as
        welding, use of a cutting torch, dusty work, covering of smoke detector
        heads, or sprinkler modification must be scheduled with the Management
        Office.

22.     LIGHT BULBS AND BALLASTS

        Contractor is responsible for insuring that all light fixtures in the
        work area are working properly and are fully lit and cleaned upon job
        completion. This includes replacement of tubes and ballasts as required
        in light fixtures that are replaced, added or repositioned. Contact
        Management Office for proper color and style of bulbs.

23.     LOCKS

        Only building standard locks are to be installed in the leased premises.

                                       I-4
<PAGE>
24.     DELIVERIES

        All deliveries and/or pickups made by contractors or vendors must be
        made through the loading dock.

25.     AIR HANDLER ROOMS

        The following is a listing of the Do's and Don'ts in the AHU rooms:

        a.      No trash facilities are provided in AHU rooms. All trash brought
                in or created while in an AHU room must be brought out and
                disposed of properly (See clean-up, item 29).

        b.      There are no provisions for ashtrays in AHU rooms. Smoking is
                prohibited in the building.

        c.      Any wiring done (low voltage or otherwise) must be run in an
                orderly fashion and in accordance to applicable codes.

        d.      If you turn on lights, remember to turn them off before you
                leave the AHU room.

        e.      Bring all tools, ladders etc. necessary to complete your work.
                No tools can or will be loaned out.

26.     FLAMMABLES CONTROLS

        Dispose of solvent rags and used paint brushes - used with oil-based
        paints and thinners properly. To reduce possible fire hazards, approved
        metal waste containers must be provided wherever rags or waste are
        impregnated with spray paint material. All rags or waste must be
        deposited in these containers immediately after use. The contents of the
        containers must be properly disposed of at least daily or at the end of
        each shift. Remember, MSDS sheet on all materials must be supplied to
        the property management office.

27.     COMMUNICATION CABLING

        The building is equipped with communication cabling. The communication
        cabling is routed through mechanical areas, telephone/electrical
        closets, and above the ceiling. Caution should be used during
        construction not to cut or damage these cables. Such damage will be at
        the contractor's expense.

28.     DISPOSITION OF MATERIALS

        Any and all existing materials removed and not reused in the
        construction, except as directed by the Management Office shall be
        disposed of by the Contractor as waste or unwanted material.

                                      I-5
<PAGE>
29.    CLEAN-UP

        Contractor shall at all times keep the site free from accumulation of
        waste material debris or rubbish caused by his employees or work. At the
        completion of the work, he shall remove from the site all his tools,
        scaffolding, surplus materials, debris, and shall leave the site "broom
        clean". The Building's restroom facilities are not to be used for the
        cleaning of tools or paint materials. Any costs incurred by the
        Management Office to clean the construction area will be the
        responsibility of the contractor.

30.     MSDS INFORMATION SHEET

        An MSDS Information Sheet must be posted in the work area listing the
        type of chemicals, sprays, paints, thinners, stains, floor finishes,
        latex caulks, floor adhesives, etc. being used in the work
        area/buildout. Upon completion of the job, a copy of the MSDS
        Information Sheet must be provided to the Property Manager.

31.     CERTIFICATE OF OCCUPANCY

        Upon completion of job, a Certificate of Occupancy must be submitted to
        the Property Management Office.

32.     POSTING OF RULES AND REGULATIONS

        A copy of these rules and regulations, acknowledged and accepted by the
        General Contractor, must be posted on the job site in a manner allowing
        easy access by all workers. It is the General Contractor's
        responsibility to instruct his and all subcontractor workers to
        familiarize themselves with these rules.

33.     ENFORCEMENT

        In order to preserve the lease rights of the landlord and tenants, and
        to provide the working environment expected by the landlord and tenants,
        property management reserves the right to ask any person(s) that are
        violating any of these rules to immediately leave the Premises, if they
        refuse to correct the situation or have repeat offenses.


Acknowledged and Accepted by Contractor                   Date
Job Name and Floor/Suite

                                       I-6
<PAGE>
                      UTAH STATE RETIREMENT INVESTMENT FUND
                            WESTMARK REALTY ADVISORS
                                      HINES
                                  PHOENIX TOWER

         INSURANCE REQUIREMENTS FOR CONTRACTORS/VENDORS AT PHOENIX TOWER

1.      Workers Compensation                Statutory limits

2.      Employers Liability                 $500,000 each accident
                                            $500,000 disease - policy limit
                                            $500,000 disease - each employee

2.      Commercial General Liability
        Insuring against Bodily Injury,
        Property Damage, Personal Injury,
        and Advertising Injury              $1,000,000 each occurrence
                                            $2,000,000 general aggregate
                                            $2,000,000 products/completed
                                                  operations aggregate

        Any general aggregate shall apply on a "Per project" basis for
contractors. Coverage is to be provided on an "occurrence" rather than a "claims
made" basis.

4.      Business Auto Liability             $1,000,000 each accident

5.      All insurance certificates should name as ADDITIONAL INSUREDS:

                             Westmark Realty Advisors
                             Utah State Retirement Investment Fund
                             Hines

6.      All policies should have a 30 DAY CANCELLATION NOTICE.

7.      Certificate Holder:
                             Hines
                             3200 Southwest Freeway, Suite 100
                             Houston, Texas 77027

                                       I-7
<PAGE>
                                    EXHIBIT J

                               TERMINATION PAYMENT
<TABLE>
<CAPTION>
     TERMINATION PAYMENT
<S>                                         <C>                     <C>                        <C>
1.   Unpaid Amount of Assumed Loan                                                             $ 3,449,798.44
2.   Difference in Rent Between Old Lease & Portion of New Lease                                   278,664.66
3.   Yield Maintenance (Average Base Rent over 10 yrs. vs. Base Rent Payable) for First 5 Years  1,452,037.37
                                                                                               --------------
                                                                                      TOTAL    $ 5,180,500.47
                                                                                               --------------
1.   UNPAID AMOUNT OF ASSUMED LOAN
                                                                    $ 3,449,798.44
                                                                    ==============
Lease Commissions                            $  1,922,748.35
Tenant Improvement Allowance                    3,623,798.22
                                             ---------------
Upfront Amount                               $  5,546,546.57
(see attached Schedule 1)

Remaining Principal Balance of an Assumed
Loan to amortize Upfront Amount with the
following terms at the end of sixty (60)
months (termination date):                                       $    3,449,798.44
Initial Principal Balance:                   $  5,546,546.57
Term:                                      10 years
Interest Rate:                             10% per annum
Payments:                                  Monthly, in arrears,
                                           commencing April 1,
                                           1998
(see attached Schedule 4)

2.   DIFFERENCE IN RENT BETWEEN OLD LEASE &
     PORTION OF NEW LEASE                                                         $   278,664.66
                                                                                  ==============
  (Between Old Lease & Portion of New Lease:
  3/1/98 - 3/31/99)
     Total Remaining Base Rent and Escalations
     Under Old Lease (175,556 sf.):                              $    3,689,986.04
(see attached Schedule 2)

  New Lease
  Part 1   191,343 x $15.50/sf. x 1.083 yrs =                         3,212,967.88
  Part 2     25,594 x   15.50 sf. x .5 yrs. =                           198,353.50
                                                                 -----------------
                                      Difference:                $      278,664.66

3.   YIELD MAINTENANCE (AVERAGE BASE RENT OVER 10 YRS. VS.
     BASE RENT PAYABLE) FOR FIRST 5 YEARS                                         $ 1,452,037.37
                                                                                  ==============
  Average Base Rental Rate over 10 Years                         $       17.05/sf.
  (Part 1 Commencing 3/1/98 for 191,343 sf.)
  Base Rental Rate Payable (Avg. over First 5 Years                      15.70/sf.
                                                                 -----------------
  (Part 1 Commencing 3/1/98 for 191,343 sf.)
  Rental Rate Difference                   $    1.35/sf.
  SF.                         x              191,343
  Years                       x                     5.0
                                           ------------
  Difference                  =                                  $    1,291,565.25
                                                                 -----------------
</TABLE>
                                             J-1
<PAGE>
  Average Base Rental Rate over 9.4167 Years       $    17.15/sf.
  (Part 2 Commencing 10/1/98 for 25,594 sf.)
  Base Rental Rate Payable (Avg.) over First             15.73sf.
                                                   -----------
  4.4167 Years
  (Part 2 Commencing 10/1/98 for 25,594 sf.)
  Rental Rate Difference                           $     1.42/sf
  SF.                         x                         25,594
  Years                       x                          4,417
                                                   -----------
  Difference                  =                                       160,472.12
                                                                  --------------
  (see attached Schedule 3)  YIELD MAINTENANCE (TOTAL DIFFERENCE) $ 1,452,037.37

                                       J-2