PREMPLACE LIMITED PARTNERSHIP,
                                AS LANDLORD, AND

                      INSTITUTIONAL EQUITY HOLDINGS, INC.,
                                    AS TENANT

                              DATED AUGUST 18, 1999





                                  PREMIER PLACE

DALLAS, TEXAS


<PAGE>


                             BASIC LEASE INFORMATION

                           Lease Date: August 18, 1999

Landlord:  PREM1LACE LIMITED PARTNERSHIP, a Delaware limited partnership Tenant:
INSTITUTIONAL EQUITY HOLDINGS,  INC., a Nevada corporation  Premises:  Suite No.
1480,  containing  7,059 rentable square feet, in the office  building  commonly
known as Premier Place (the "Buildin2"),  and whose street address is 5910 North
Central Expressway,  Dallas,  Texas 75206. The Premises are outlined on the plan
attached to the Lease as Exhibit A. The land on ---------  which the Building is
located (the "Land") is described on Exhibit B. The term "Building" includes the
--------- related land, driveways, parking facilities, and similar improvements.
Term: Approximately 62 months, commencing on the Commencement Date and ending at
5:00 pm. local time on the last day of the 62nd full  calendar  month  following
the Commencement Date, subject to adjustment and earlier termination as provided
in the Lease.

Commencement  Date:  The earliest  of(a) the date on which  Tenant  occupies any
portion of the Premises and begins conducting business therein,  (b) the date on
which the Work (as defined in Exhibit D hereto) in the Premises is Substantially
Completed (as defined in Exhibit D hereto), or (c) the date on which the Work in
the Premises would have been  Substantially  Completed but for the occurrence of
any Tenant Delay Days (as defmed in

                               Exhibit D hereto).
                                    ------- -

Subject to the  abatement  of Basic Rent as provided in Exhibit I hereto,  Basic
Rent shall be the following amounts for the following periods of time


<PAGE>


As used herein, the term "Lease Month" shall mean each calendar month during the
Term (and if the Commencement Date does not occur on the first day of a calendar
month,  the  period  from the  Commencement  Date to the  first  day of the next
calendar  month  shall be  included  in the first  Lease  Month for  purposes of
determining  the duration of the Term and the monthly Basic Rent rate applicable
for such partial

                         month).

 Security Deposit:       $112,353.25.

Basic Rent, Tenant's Proportionate Share of Taxes and Electrical Costs, Tenant's
share of Additional  Rent, and all other sums that Tenant may owe to Landlord or
otherwise be required to pay under the Lease.

                         THIS LEASE  AGREEMENT (this "Lease") is entered into as
of August 18, 1999, between PREMPLACE LIMITED PARTNERSHIP,

a Delaware limited partnership ("Landlord"),  and INSTITUTIONAL EQUITY HOLDINGS,
INC., a Nevada corporation ("Tenant").

         1.  Definitions  and  Basic  Provisions.   The  definitions  and  basic
provisions  set  forth  in  the  Basic  Lease   Information  (the  "Basic  Lease
Information")  executed by Landlord  and Tenant  contemporaneously  herewith are
incorporated herein by reference for all purposes.  Additionally,  the following
terms shall have the  following  meanings  when used in this Lease:  "Affiliate"
means any person or entity which,  directly or  indirectly,  through one or more
intermediaries,  controls, is controlled by, or is under common control with the
party in question;  "Buildin2's  Structure" means the Building's exterior walls,
roof,   elevator  shafts,   footings,   foundations,   structural   portions  of
load-bearing walls, structural floors and subfloors,  and structural columns and
beams;  "Building's Systems" means the Building's HYAC,  life-safety,  plumbing,
electrical,  and  mechanical  systems;   "including"  means  including,  without
limitation;  "Laws"  means  all  federal,  state,  and  local  laws,  rules  and
regulations, all court orders, governmental directives, and governmental orders,
and all restrictive  covenants affecting the Building,  and "Law" shall mean any
of the foregoing; and "Tenant Party" means any of the following persons: Tenant;
any assignees claiming by, through, or under Tenant; any subtenants claiming by,
through,  or under  Tenant;  and any of their  respective  agents,  contractors,
employees, and invitees.

2. Lease Grant.  Subject to the terms of this Lease,  Landlord leases to Tenant,
and Tenant leases from ------------
Landlord, the Premises.

         3. Tender of Possession.  Landlord and Tenant presently anticipate that
possession  of the  Premises  will be  tendered  to Tenant  (with the Work to be
performed by Landlord  therein,  if any,  Substantially  Completed)  on or about
September 15, 1999 (the  "Estimated  Delivery  Date").  If Landlord is unable to
tender  possession of the Premises in such  condition to Tenant by the Estimated
Delivery Date, then (a) Landlord shall not be in default  hereunder or be liable
for damages  therefor,  and (b) Tenant shall accept  possession  of the Premises
when Landlord tenders  possession  thereof to Tenant. By occupying the Premises,
Tenant shall be deemed to have  accepted  the Premises in their  condition as of
the date of such occupancy,  subject to the performance of punch-list items that
remain to be performed by Landlord,  if any. Tenant shall execute and deliver to
Landlord,  within ten days  after  Landlord  has  requested  the same,  a letter
substantially  in the form of Exhibit E hereto  confirming (1) the  Commencement
Date and the  expiration  date of the initial Term, (2) that Tenant has accepted
the Premises,  and (3) that Landlord has performed all of its  obligations  with
respect to the Premises  (except for punch-list items specified in such letter).
Occupancy  of the  Premises by Tenant  prior to the  Commencement  Date shall be
subject to all of the provisions of this Lease  excepting  only those  requiring
the payment of Basic Rent,  Additional Rent, Taxes and Electrical Costs (each as
defmed herein).

         4.                       Rent.

(a)           Payment. Tenant shall timely pay to Landlord Rent, without notice,
              demand,  deduction  or set  off  (except  as  otherwise  expressly
              provided herein), at Landlord's address provided for in this Lease
              or as otherwise  specified by Landlord and shall be accompanied by
              all  applicable  state and local  sales or use taxes.  Basic Rent,
              adjusted as herein provided,  shall be payable monthly in advance.
              The first  monthly  installment  of Basic  Rent  shall be  payable
              contemporaneously with the execution of this Lease; thereafter

Basic Rent shall be  payable  on the first day of each  month  beginning  on the
first day of the second full calendar  month of the Term. The monthly Basic Rent
for any partial  month at the  beginning  of the Term shall equal the product of
1/365 of the annual Basic Rent in effect during the partial month and the number
of days in the partial month from and after the Commencement  Date, and shall be
due on the Commencement Date.

                  (b) Operating Costs: Taxes: Electrical Costs.
                    ----------------------------------------

                 (1) Tenant shall pay to Landlord the amount (per each  rentable
square foot in the Premises)  ("Additional  Rent") by which the annual Operating
Costs  (defined  below) per  rentable  square  foot in the  Building  exceed the
Expense Stop (per  rentable  square foot in the  Building).  Landlord may make a
good faith estimate of the Additional  Rent to be due by Tenant for any calendar
year or part  thereof  during the Term.  During  each  calendar  year or partial
calendar  year  of the  Term  (after  the  base  year,  if the  Expense  Stop is
calculated  on a base year  basis),  Tenant  shall pay to  Landlord,  in advance
concurrently with each monthly installment of Basic Rent, an amount equal to the
estimated  Additional Rent for such calendar year or part thereof divided by the
number  of  months  therein.  From  time to  time,  Landlord  may  estimate  and
re-estimate  the  Additional  Rent to be due by Tenant and deliver a copy of the
estimate or  re-estimate  to Tenant.  Thereafter,  the monthly  installments  of
Additional Rent payable by Tenant shall be appropriately  adjusted in accordance
with the  estimations  so that,  by the end of the  calendar  year in  question,
Tenant shall have paid all of the Additional Rent as estimated by Landlord.  Any
amounts paid based on such an estimate  shall be subject to adjustment as herein
provided when actual Operating Costs are available for each calendar year.

(b) (2) The term  Operating  Costs" shall mean all  expenses  and  disbursements
(subject to the l imitations set forth below) that
                                 -----
Landlord incurs in connection with the ownership,  operation, and maintenance of
the  Building,   determined  in  accordance  with  sound  accounting  principles
consistently  applied,  including  the following  costs:  (A) wages and salaries
(including  management  fees) of all on-site  employees at or below the grade of
senior building manager engaged in the operation, maintenance or security of the
Building (together with Landlord's reasonable allocation of expenses of off-site
employees at or below the grade of senior building manager who perform a portion
of their services in connection  with the operation,  maintenance or security of
the Building), including taxes, insurance and benefits relating thereto; (B) all
supplies and materials used in the operation,  maintenance, repair, replacement,
and security of the Building;  (C) costs for  improvements  made to the Building
which,  although capital in nature,  are expected to reduce the normal operating
costs  (including  all utility  Costs) of the  Building,  as  amortized  using a
commercially  reasonable interest rate over the time period reasonably estimated
by  Landlord  to  recover  the  costs  thereof  taking  into  consideration  the
anticipated  cost  savings,  as  determined  by  Landlord  using its good faith,
commercially  reasonable judgment, as well as capital improvements made in order
to comply with any Law hereafter  promulgated by any  governmental  authority or
any  interpretation  hereafter  rendered  with respect to any  existing  Law, as
amortized using a commercially reasonable interest rate over the useful economic
life  of  such   improvements  as  determined  by  Landlord  in  its  reasonable
discretion;  (D) cost of all utilities,  except Electrical Costs and the cost of
other utilities  reimbursable  to Landlord by the Building's  tenants other than
pursuant to a provision  similar to this Section 4(b);  (E) insurance  expenses;
(F) repairs,  replacements,  and general  maintenance  of the Building;  and (G)
service or maintenance contracts with independent contractors for the operation,
maintenance,  repair,  replacement, or security of the Building (including alarm
service, window cleaning, and elevator maintenance).

Operating Costs shall not include costs for (i) capital improvements made to the
Building,  other than capital improvements  described in Section 4.(b)(2)(C) and
except for items which are generally  considered  maintenance  and repair items,
such as painting of common areas, replacement of carpet in elevator lobbies, and
the like; (ii) repair,  replacements and general maintenance paid by proceeds of
insurance or by Tenant or other third parties;  (iii) interest,  amortization or
other payments on loans to Landlord; (iv) depreciation; (v) leasing commissions;
(vi) legal  expenses  for  services,  other than those that benefit the Building
tenants generally (e.g., tax disputes);  (vii) renovating or otherwise improving
space for  occupants  of the Building or vacant  space in the  Building;  (viii)
Taxes;  and (ix) federal  income  taxes  imposed on or measured by the income of
Landlord from the  operation of the Building.  If the Expense Stop is calculated
on a base year basis,  Operating  Costs for the base year only shall not include
market-wide labor-rate increases due to extraordinary  circumstances,  including
boycotts and strikes; utility rate increases due to extraordinary circumstances,
including conservation  surcharges.  boycotts,  embargos or other shortages;  or
amortized costs relating to capital improvements.
                 (3)  Tenant  shall  also  pay its  Proportionate  Share  of any
increase in Taxes for each year and partial  year  falling  within the Term over
the Taxes for the Base Tax Year.  Tenant  shall pay its  Proportionate  Share of
Taxes in the same manner as provided  above for  Additional  Rent with regard to
Operating Costs. "Taxes" shall mean taxes, assessments, and governmental charges
or fees whether  federal,  state,  county or  municipal,  and whether they be by
taxing  districts or  authorities  presently  taxing or by others,  subsequently
created  or  otherwise,   and  any  other  taxes  and   assessments   (including
non-governmental  assessments for common charges under a restrictive covenant or
other private  agreement that are not treated as part of Operating Costs) now or
hereafter attributable to the Building (or its operation),  excluding,  however,
penalties  and  interest  thereon  and federal and state taxes on income (if the
present  method of taxation  changes so that in lieu of the whole or any part of
any Taxes,  there is levied on  Landlord  a capital  tax  directly  on the rents
received therefrom or a franchise tax, assessment,  or charge based, in whole or
in part, upon such rents for the Building, then all such taxes, assessments,  or
charges, or the part thereof so based, shall be deemed to be included within the
term "Taxes" for purposes hereof).  Taxes shall include the costs of consultants
retained in an effort to lower taxes and all costs  incurred  in  disputing  any
taxes or in seeking to lower the tax valuation of the Building. For property tax
purposes,  Tenant waives all rights to protest or appeal the appraised  value of
the  Premises,  as well as the  Building,  and all rights to receive  notices of
reappraisement as set forth in Sections 41.413 and 42.015 of the Texas Tax Code.

                 (4) Tenant  shall also pay to Landlord  Tenant's  Proportionate
Share of the cost of all electricity used by the Building  ("Electrical Costs").
Such amount shall be payable in monthly  installments on the  Commencement  Date
and on the first day of each calendar month  thereafter.  Each installment shall
be based on Landlord's  estimate of the amount due for each month.  From time to
time  during any  calendar  year,  Landlord  may  estimate  or  re-estimate  the
Electrical  Costs to be due by Tenant for that  calendar year and deliver a copy
of the estimate or re-estimate to Tenant.  Thereafter,  the monthly installments
of  Electrical  Costs  payable  by Tenant  shall be  appropriately  adjusted  in
accordance with the estimations.

                 (5) By April 1 of each calendar year, or as soon  thereafter as
practicable, Landlord shall furnish to Tenant a statement of Operating Costs and
Electrical  Costs for the previous  year,  in each case  adjusted as provided in
Section  4(b)(6),  and of the Taxes for the previous year (the "Operating  Costs
and Tax  Statement").  If the  Operating  Costs and Tax  Statement  reveals that
Tenant paid more for Operating Costs or Electrical  Costs than the actual amount
for the year for which  such  statement  was  prepared,  or more than its actual
share of Taxes for such year,  then  Landlord  shall common with other  tenants,
provided that Landlord may  reasonably  limit the number of operating  elevators
during non-business hours and holidays;  and(S) electrical current during normal
business hours for equipment that does not require more than 110 volts and whose
electrical  energy  consumption  does not exceed normal  office usage.  Landlord
shall  maintain the common areas of the  Building in  reasonably  good order and
condition,  except for damage caused by a Tenant Party. If Tenant desires any of
the services  specified in Section 7.(a)(2):  (A) at any time other than between
7:00 a.m.  and 6:00 p.m. on  weekdays  and  between  8:00 a.m.  and 1:00 p.m. on
Saturday (in each case other than holidays),  or (B) on Sunday or holidays, then
such  services  shall be supplied  to Tenant upon the written  request of Tenant
delivered to Landlord  before 3:00 p.m. on the business day preceding such extra
usage, and Tenant shall pay to Landlord the cost of such services within 30 days
after Landlord has delivered to Tenant an invoice  therefor.  The costs incurred
by Landlord in providing  after-hour  HVAC service to Tenant shall include costs
for electricity, water, sewage, water treatment, labor, metering, filtering, and
maintenance reasonably allocated by Landlord to providing such service.

                (b)  Excess  Utility  Use.  Landlord  shall not be  required  to
furnish  electrical  current for equipment  that requires more than 110 volts or
other equipment whose electrical energy consumption exceeds normal office usage.
If  Tenant's   requirements  for  or  consumption  of  electricity   exceed  the
electricity  to be provided by Landlord as described in Section  7(a),  Landlord
shall,  at Tenant's  expense,  make  reasonable  efforts to supply such  service
through the  then-existing  feeders  and risers  serving  the  Building  and the
Premises,  and Tenant shall pay to Landlord  the cost of such service  within 30
days after  Landlord has delivered to Tenant an invoice  therefor.  Landlord may
determine the amount of such additional consumption and potential consumption by
any  verifiable  method,  including  installation  of a  separate  meter  in the
Premises  installed,  maintained,  and read by  Landlord,  at Tenant's  expense.
Tenant shall not install any electrical  equipment  requiring  special wiring or
requiring  voltage  in  excess  of 110  volts or  otherwise  exceeding  Building
capacity unless  approved in advance by Landlord.  The use of electricity in the
Premises  shall not exceed the  capacity  of  existing  feeders and risers to or
wiring in the Premises.  Any risers or wiring  required to meet Tenant's  excess
electrical  requirements  shall, upon Tenant's written request,  be installed by
Landlord,  at Tenant's cost, if, in Landlord's judgment,  the same are necessary
and shall not cause permanent  damage to the Building or the Premises,  cause or
create a dangerous  or hazardous  condition,  entail  excessive or  unreasonable
alterations, repairs, or expenses, or interfere with or disturb other tenants of
the Building.  If Tenant uses machines or equipment in the Premises which affect
the temperature otherwise maintained by the air conditioning system or otherwise
overload any utility,  Landlord may install  supplemental air conditioning units
or other supplemental equipment in the Premises, and the cost thereof, including
the cost of  installation,  operation,  use, and  maintenance,  shall be paid by
Tenant to Landlord  within 30 days after  Landlord  has  delivered  to Tenant an
invoice therefor.

(c)           Restoration of Services;  Abatement. Landlord shall use reasonable
              efforts  to  restore  any  service  required  of it  that  becomes
              unavailable;   however,   such  unavailability  shall  not  render
              Landlord liable for any damages caused thereby,  be a constructive
              eviction of Tenant,  constitute a breach of any implied  warranty,
              or, except as provided in the next sentence, entitle Tenant to any
              abatement of Tenant's obligations hereunder.  If, however,  Tenant
              is   prevented   from  using  the  Premises  for  more  than  five
              consecutive  business  days because of the  unavailability  of any
              such  service and such  unavailability  was not caused by a Tenant
              Party, then Tenant shall, as its exclusive remedy be entitled to a
              reasonable  abatement of Rent for each consecutive day (after such
              five-day  period)  that  Tenant  is so  prevented  from  using the
              Premises.

(a) Improvements Alterations. Improvements to the Premises shall be installed at
Tenant's expense
                                          -------------------------
only in  accordance  with plans and  specifications  which have been  previously
submitted  to and  approved  in writing by  Landlord,  which  approval  shall be
governed by standards in the  following  sentence.  No  alterations  or physical
additions in or to the Premises may be made  without  Landlord's  prior  written
consent, which shall not be unreasonably withheld or delayed;  however, Landlord
may  withhold its consent to any  alteration  or addition  that would  adversely
affect (in the reasonable  discretion of Landlord) (1) the Building's  Structure
or the Building's  Systems  (including  the  Building's  restrooms or mechanical
rooms),  (2) the exterior  appearance of the Building,  or (3) the appearance of
the Building's  common areas or elevator lobby areas.  Tenant shall not paint or
install lighting or decorations, signs, window or door lettering, or advertising
media of any type on or about the Premises  without the prior written consent of
Landlord, which shall not be unreasonably withheld or delayed; however, Landlord
may withhold its consent to any such painting or installation which would affect
the  appearance  of the  exterior of the  Building or of any common areas of the
Building.  All alterations,  additions,  and improvements  shall be constructed,
maintained,  and used by Tenant, at its risk and expense, in accordance with all
Laws;  Landlord's  consent  to or  approval  of any  alterations,  additions  or
improvements  (or the plans therefor) shall not constitute a  representation  or
warranty by Landlord, nor Landlord's acceptance, that the same comply with sound
architectural  and/or  engineering  practices or with all  applicable  Laws, and
Tenant shall be solely responsible for ensuring all such compliance.

                (b) Repairs Maintenance. Tenant shall maintain the Premises in a
clean, safe, and operable condition, and shall not permit or allow to remain any
waste or damage to any portion of the Premises.  Tenant shall repair or replace,
subject to  Landlord's  direction  and  supervision,  any damage to the Building
caused by a Tenant Party.  If Tenant fails to make such repairs or  replacements
within 15 days after the  occurrence of such damage,  then Landlord may make the
same at Tenant's cost. If any such damage occurs  outside of the Premises,  then
Landlord may elect to repair such damage at Tenant's expense, rather than having
Tenant repair such damage.  The cost of all repair or replacement work performed
by Landlord  under this Section S shall be paid by Tenant to Landlord  within 30
days after Landlord has invoiced Tenant therefor.

                (c)  Performance  of Work.  All work described in this Section 8
shall  be  performed  only by  Landlord  or by  contractors  and  subcontractors
approved  in  writing  by  Landlord.  Tenant  shall  cause all  contractors  and
subcontractors to procure and maintain  insurance coverage naming Landlord as an
additional insured against such risks, in such amounts,  and with such companies
as  Landlord  may  reasonably  require.  All such  work  shall be  performed  in
accordance  with  all Laws and in a good  and  workmanlike  manner  so as not to
damage the Building  (including the Premises,  the Building's  Structure and the
Building's Systems).  All such work which may affect the Building's Structure or
the Building's Systems must be approved by the Building's engineer of record, at
Tenant's  expense and, at Landlord's  election,  must be performed by Landlord's
usual contractor for such work.

                (d)  Mechanic's  Liens.  Tenant shall not permit any  mechanic's
liens to be filed  against the Premises or the Building for any work  performed,
materials  furnished,  or obligation incurred by or at the request of Tenant. If
such a lien is filed,  then Tenant  shall,  within ten days after  Landlord  has
delivered notice of the filing thereof to Tenant (or such earlier time period as
may be  necessary to prevent the  forfeiture  of the Building or any interest of
Landlord  therein or the  imposition  of a civil or criminal  fine with  respect
thereto),  either  (1) pay the  amount  of the  lien  and  cause  the lien to be
released of record, or (2) diligently  contest such lien and deliver to Landlord
a bond or other security reasonably satisfactory to Landlord. If Tenant fails to
timely take either such action,  then  Landlord may pay the lien claim,  and any
amounts so paid,  including  expenses and  interest,  shall be paid by Tenant to
Landlord within ten days after Landlord has invoiced Tenant

therefor. All materialmen,  contractors,  artisans,  mechanics, laborers and any
other  persons now or hereafter  contracting  with Tenant or any  contractor  or
subcontractor  of Tenant for the furnishing of any labor,  services,  materials,
supplies or equipment with respect to any portion

                 of the Premises, at any time from the date hereof until the end
                 of the Term,  are hereby  charged  with  notice  that they look
                 exclusively  to  Tenant  to obtain  payment  for same.  Nothing
                 herein shall be deemed a consent by Landlord to any liens being
                 placed upon the Building or Landlord's  interest therein due to
                 any work performed by or for Tenant.

         9. . Tenant shall continuously occupy and use the Premises only for the
Permitted  Use and shall  comply with all Laws  relating to the use,  condition,
access to, and  occupancy of the Premises.  The  population  density  within the
Premises  as a whole  shall at no time  exceed one person for each 300  rentable
square feet in the  Premises.  Tenant  shall not  conduct  second or third shift
operations  within the  Premises;  however,  Tenant may use the  Premises  after
normal business hours,  so long as Tenant is not generally  conducting  business
from the Premises after normal  business  hours.  The Premises shall not be used
for any use  which is  disreputable,  creates  extraordinary  fire  hazards,  or
results in an increased  rate of insurance on the Building or its  contents,  or
for the storage of any Hazardous  Materials  (other than typical office supplies
photocopier toner] and then only in compliance with all Laws).  Tenant shall not
use any  substantial  portion of the  Premises  for a "call  center,"  any other
telemarketing use, or any credit processing use. If, because of a Tenant Party's
acts, the rate of insurance on the Building or its contents increases, then such
acts shall be an Event of Default,  Tenant  shall pay to Landlord  the amount of
such increase on demand,  and  acceptance of such payment shall not waive any of
Landlord's  other  rights.  Tenant  shall  conduct its business and control each
other Tenant Party so as not to create any  nuisance or  unreasonably  interfere
with other tenants or Landlord in its management of the Building.

         10.                      Assignment and SubIetting

                (a) Transfers. Except as provided in Section 10(g), Tenant shall
not,  without the prior written consent of Landlord,  (1) assign,  transfer,  or
encumber  this Lease or any estate or interest  herein,  whether  directly or by
operation  of law,  (2) permit any other  entity to become  Tenant  hereunder by
merger, consolidation, or other reorganization, (3) if Tenant is an entity other
than a  corporation  whose stock is publicly  traded,  permit the transfer of an
ownership  interest in Tenant so as to result in a change in the current control
of  Tenant,  (4)  sublet  anyportion  ofthe  Premises,  (5) grant  any  license,
concession,  or  otherright  of occupancy of any portion of the  Premises,  or 6
permit the use of the  Premises  by any  parties  other than  Tenant (any of the
events listed in Section I0(a)(l) through lO.(a)(6) being a "Transfer").

                (b) Consent Standards.  Landlord shall not unreasonably withhold
its consent to any  assignment or subletting of the Premises,  provided that the
proposed  transferee  (A) is  creditworthy,  (B)  has a good  reputation  in the
business  community,  (C) will use the  Premises  for the  Permitted  Use (thus,
excluding, without limitation, uses for credit processing and telemarketing) and
will not use the Premises in any manner that would  conflict  with any exclusive
use agreement or other similar agreement entered into by Landlord with any other
tenant of the Building,  (D) is not a  governmental  entity,  or  subdivision or
agency  thereof,  and (E) is not another  occupant of the  Building or person or
entity  with  whom  Landlord  is  negotiating  to lease  space in the  Building;
otherwise, Landlord may withhold its consent in its sole discretion.

                (c) Request for Consent.  If Tenant requests  Landlord's consent
to a Transfer,  then, at least 15 business  days prior to the effective  date of
the proposed Transfer,  Tenant shall provide Landlord with a written description
of all terms and  conditions  of the proposed  Transfer,  copies of the proposed
documentation, and the following information about the proposed transferee: name
and address; reasonably satisfactory information about its business and business
history; its proposed use of the Premises; banking,

financial,  and other credit information;  and general references  sufficient to
enable  Landlord to determine  the proposed  transferee's  creditworthiness  and
character.  Concurrently  with  Tenant's  notice of any request for consent to a
Transfer,  Tenant  shall pay to  Landlord  a fee of $1,000 to defray  Landlord's
expenses in reviewing  such request,  and Tenant shall also  reimburse  Landlord
immediately upon request

                 for its reasonable  attorneys' fees incurred in connection with
considering any request for consent to a Transfer.

(d) Conditions to Consent. If Landlord consents to a proposed Transfer, then the
proposed  transferee  ---------------------  shall deliver to Landlord a written
agreement whereby it expressly assumes Tenant's obligations hereunder;  however,
any  transferee  of less than all of the space in the  Premises  shall be liable
only for obligations  under this Lease that are properly  allocable to the space
subject  to the  Transfer  for the period of the  Transfer.  No  Transfer  shall
release Tenant from its obligations  under this Lease, but rather Tenant and its
transferee shall be jointly and severally liable therefor. Landlord's consent to
any Transfer shall not waive Landlord's  rights as to any subsequent  Transfers.
If an Event of Default occurs while the Premises or any part thereof are subject
to a Transfer,  then Landlord,  in addition to its other  remedies,  may collect
directly from such  transferee  all rents  becoming due to Tenant and apply such
rents against Rent.  Tenant  authorizes its transferees to make payments of rent
directly to Landlord upon receipt of notice from Landlord to do so following the
occurrence  of an Event of Default  hereunder.  Tenant shall pay for the cost of
any demising walls or other improvements  necessitated by a proposed  subletting
or assignment.

                (e) Cancellation.  Landlord may, within 30 days after submission
of  Tenant's  written  request  for  Landlord's  consent  to  an  assignment  or
subletting,  cancel this Lease as to the portion of the Premises  proposed to be
sublet or assigned as of the date the proposed  Transfer is to be effective.  If
Landlord  cancels this Lease as to any portion of the Premises,  then this Lease
shall cease for such  portion of the  Premises  and Tenant shall pay to Landlord
all Rent accrued  through the  cancellation  date relating to the portion of the
Premises covered by the proposed Transfer.  Thereafter,  Landlord may lease such
portion of the Premises to the  prospective  transferee (or to any other person)
without liability to Tenant.

                (t)  Additional  Compensation.  Tenant  shall  pay to  Landlord,
immediately upon receipt thereof, the excess of (1) all compensation received by
Tenant  for a  Transfer  less the  costs  reasonably  incurred  by  Tenant  with
unaffiliated  third parties in connection  with such Transfer  (i.e.,  brokerage
commissions,  tenant finish work,  and the like) over (2) the Rent  allocable to
the portion of the Premises covered thereby.

                (g) Perirntted Transfers.  Notwithstanding Section 10(a), Tenant
may  Transfer  all or part of its  interest  in this Lease or all or part of the
Premises  (a  "Permitted  Transfer")  to the  following  types  of  entities  (a
`Permitted Transferee") without the written consent of Landlord:

                         (1) an Affiliate of Tenant;

                 (2) any corporation,  limited  partnership,  limited  liability
partnership, limited liability company or other business entity in which or with
which Tenant, or its corporate successors or assigns, is merged or consolidated,
in  accordance  with  applicable   statutory  provisions  governing  merger  and
consolidation  of  business  entities,  so  long  as  (A)  Tenant's  obligations
hereunder  are  assumed by the entity  surviving  such merger or created by such
consolidation; and (B) the Tangible Net Worth of the surviving or created entity
is not less than the Tangible Net Worth of Tenant as of the date hereof; or

                 (3) any corporation,  limited  partnership,  limited  liability
partnership, limited liability company or other business entity acquiring all or
substantially all of Tenant's assets if such

                         entity's  Tangible Net Worth after such  acquisition is
                         not less  than the  Tangible  Net Worth of Tenant as of
                         the date hereof.

                 Tenant shall  promptly  notify  Landlord of any such  Permitted
                 Transfer. Tenant shall remain liable for the performance of all
                 of the obligations of Tenant hereunder,  or if Tenant no longer
                 exists because of a merger, consolidation,  or acquisition, the
                 surviving or acquiring entity shall expressly assume in writing
                 the  obligations  of  Tenant   hereunder.   Additionally,   the
                 Permitted  Transferee  shall  comply  with all of the terms and
                 conditions of this Lease,  including the Permitted Use, and the
                 use of the Premises by the Permitted Transferee may not violate
                 any other  agreements  affecting  the  Premises,  the Building,
                 Landlord  or other  tenants of the  Building.  At least 30 days
                 after the  effective  date of any  Permitted  Transfer,  Tenant
                 agrees  to  furnish  Landlord  with  copies  of the  instrument
                 effecting  any of the  foregoing  Transfers  and  documentation
                 establishing  Tenant's  satisfaction  of the  requirements  set
                 forth above applicable to any such Transfer.  The occurrence of
                 a Permitted  Transfer shall not waive  Landlord's  rights as to
                 any subsequent Transfers.  Tangible Net Worth" means the excess
                 of  total  assets  over  total  liabilities,  in  each  case as
                 determined in accordance  with  generally  accepted  accounting
                 principles consistently applied ("GAAP"),  excluding,  however,
                 from the  determination  of total assets all assets which would
                 be  classified  as  intangible   assets  under  GAAP  including
                 goodwill,   licenses,   patents,   trademarks,   trade   names,
                 copyrights,  and  franchises.  Any  subsequent  Transfer  by  a
                 Permitted  Transferee  shall be  subject  to the  terms of this
                 Section 10.

                          11.     Insurance Waivers: Subrogation: Indemnity.
                                  -----------------------------------------

                                  (a) Tenant's Insurance.  Tenant shall maintain
                 throughout  the  Term the  following  insurance  policies:  (1)
                 commercial general liability insurance in amounts of $3,000,000
                 per  occurrence  or,  following  the  expiration of the initial
                 Term,  such  other  amounts as  Landlord  may from time to time
                 reasonably  require,  insuring  Tenant,  Landlord,   Landlord's
                 agents and their  respective  Affiliates  against all liability
                 for  injury  to or death of a person  or  persons  or damage to
                 property  arising from the use and  occupancy of the  Premises,
                 (2) insurance  covering the full value of Tenant's property and
                 improvements, and other property (including property of others)
                 in the Premises, (3) contractual liability insurance sufficient
                 to cover Tenant's indemnity  obligations hereunder (but only if
                 such contractual liability insurance is not already included in
                 Tenant's  commercial general liability  insurance policy),  (4)
                 worker's compensation  insurance,  and(S) business interruption
                 insurance. Tenant's insurance shall provide primary coverage to
                 Landlord when any policy issued to Landlord provides  duplicate
                 or similar coverage, and in such circumstance Landlord's policy
                 will be excess over  Tenant's  policy.  Tenant shall furnish to
                 Landlord certificates of such insurance and such other evidence
                 satisfactory  to Landlord of the  maintenance  of all insurance
                 coverages required hereunder, and Tenant shall obtain a written
                 obligation  on the part of each  insurance  company  to  notify
                 Landlord  at least 30 days  before  cancellation  or a material
                 change  of any such  insurance  policies.  All  such  insurance
                 policies shall be in form, and issued by companies,  reasonably
                 satisfactory to Landlord.

                                  (b) Landlord's Insurance.  Throughout the Term
                 of this  Lease,  Landlord  shall  maintain,  as a minimum,  the
                 following  insurance  policies:  (1)  fire  and  extended  risk
                 insurance  for  the  Building's   replacement   value  and  (2)
                 commercial general liability insurance in an amount of not less
                 than $3,000,000.  The cost of all insurance carried by Landlord
                 with  respect to the  Building  shall be included in  Operating
                 Costs.

                                  (c) No  Subrogation.  Landlord and Tenant each
                 waives any claim it might have against the other for any injury
                 to or death of any  person  or  persons  or damage to or theft,
                 destruction,  loss,  or loss of use of any  property (a Loss to
                 the  extent  the same is insured  against  under any  insurance
                 policy that covers the Building,  the  Premises,  Landlord's or
                 Tenant's fixtures,  personal property,  leasehold improvements,
                 or business, or, in the case of Tenant's waiver, is required to
                 be  insured  against  under the  terms  hereof,  regardless  of
                 whether the  negligence  of the other  party  caused such Loss.
                 Each party  shall  cause its  insurance  carrier to endorse all
                 applicable  policies  waiving the carrier's  rights of recovery
                 under subrogation or otherwise against the other party.

                                  (d)  Indemnity.  Subject to Section 1 ]~.(c.),
                 Tenant shall defend,  indemnify, and hold harmless Landlord and
                 its  representatives  and agents  from and  against all claims,
                 demands,  liabilities,   causes  of  action,   suits,judgments,
                 damages, and expenses (including  attorneys' fees) arising from
                 (1) any Loss arising from any occurrence on the Premises or (2)
                 Tenant's  failure to perform its obligations  under this Lease,
                 even though caused or alleged to be caused by the negligence or
                 fault of Landlord or its agents (other than a Loss arising from
                 the sole or gross  negligence  of Landlord or its agents),  and
                 even though any such claim,  cause of action,  or suit is based
                 upon or  alleged  to be based  upon  the  strict  liability  of
                 Landlord or its agents. This indemnity is intended to indemnify
                 Landlord and its agents against the  consequences  of their own
                 negligence  or fault as  provided  above when  Landlord  or its
                 agents   are   jointly,   comparatively,   contributively,   or
                 concurrently  negligent with Tenant. Subject to Section 11 (c),
                 Landlord shall defend,  indenmify, and hold harmless Tenant and
                 its agents from and against all claims,  demands,  liabilities,
                 causes of action,  suits,  judgments,  and expenses  (including
                 attorneys'  fees) for any Loss arising from any  occurrence  in
                 the Building's  common areas,  even though caused or alleged to
                 be caused by the  negligence  or fault of Tenant or its  agents
                 (other than a Loss arising from the sole or gross negligence of
                 Tenant or its agents), and even though any such claim, cause of
                 action,  or suit is based  upon or alleged to be based upon the
                 strict  liability  of Tenant or its agents.  This  indemnity is
                 intended  to  indemnify  Tenant  and  its  agents  against  the
                 consequences of their own negligence or fault as provided above
                 when   Tenant  or  its  agents  are   jointly,   comparatively,
                 contributively,  or concurrently  negligent with Landlord.  The
                 indemnities  set forth in this  Section 11 .(d)  shall  survive
                 termination or expiration of this Lease and shall not terminate
                 or be  waived,  diminished  or  affected  in any  manner by any
                 abatement or  apportionment of Rent under any provision of this
                 Lease.  If any  proceeding  is filed  for  which  indemnity  is
                 required hereunder, the indemnifying party agrees, upon request
                 therefor, to defend the indemnified party in such proceeding at
                 its sole cost utilizing counsel satisfactory to the indemnified
                 party.

12. Subordination: Attornment Notice to Landlord's Mortgagee

                                  (a)   Subordination.   This  Lease   shall  be
                 subordinate to any deed of trust,  mortgage,  or other security
                 instrument (each, a Mortgage or any ground lease, master lease,
                 or  primary  lease  (each,  a  "Primary  Lease"),  that  now or
                 hereafter covers all or any part of the Premises (the mortgagee
                 under any such  Mortgage or the lessor  under any such  Primary
                 Lease is referred to herein as a "Landlord's Mortgagee Landlord
                 shall  use  reasonable   efforts  to  obtain  a  subordination,
                 non-disturbance   and  attomment  agreement  from  the  current
                 Landlord's  Mortgagee,  in the  form of  Exhibit  J  hereto  or
                 another form  reasonably  acceptable  to Tenant and  Landlord's
                 Mortgagee,  within  30 days  from  the  date  hereof;  however,
                 Landlord's   failure  to  deliver  such  agreement   shall  not
                 constitute  a default  by  Landlord  hereunder  nor  affect the
                 subordination  of the Lease as  provided in this  Section;  and
                 further  provided that any costs associated with obtaining such
                 subordination, non-disturbance and attomment agreement shall be
                 paid by Tenant within 15 days after Landlord's  written request
                 therefor.  Any  Landlord's  Mortgagee  may elect,  at any time,
                 unilaterally,  to make this  Lease  superior  to its  Mortgage,
                 Primary  Lease,  or  other  interest  in  the  Premises  by  so
                 notifying  Tenant in writing.  The  provisions  of this Section
                 shall  be   self-operative   and  no  further   instrument   of
                 subordination  shall be required;  however,  in confirmation of
                 such subordination, Tenant shall execute and return to Landlord
                 (or such other party  designated  by Landlord)  within ten days
                 after  written   request   therefor  such   documentation,   in
                 recordable  form if  required,  as a Landlord's  Mortgagee  may
                 reasonably  request to evidence the subordination of this Lease
                 to  such  Landlord's  Mortgagee's  Mortgage  or  Primary  Lease
                 (including a

                 subordination, non-disturbance and attornment agreement) or, if
                 the Landlord's  Mortgagee so elects,  the subordination of such
                 Landlord's Mortgagee's Mortgage or Primary Lease to this Lease.

                                  (b)  Attornment.  Tenant  shall  attorn to any
                 party  succeeding  to  Landlord's  interest  in  the  Premises,
                 whether by purchase,  foreclosure, deed in lieu of foreclosure,
                 power of sale,  termination of lease,  or otherwise,  upon such
                 party's request,  and shall execute such agreements  confirming
                 such attornment as such party may reasonably request.

                                  (c)  Notice  to  Landlord's  Mortgagee  Tenant
                 shall  not  seek to  enforce  any  remedy  it may  have for any
                 default on the part of Landlord  without  first giving  written
                 notice by certified mail, return receipt requested,  specifying
                 the default in reasonable  detail, to any Landlord's  Mortgagee
                 whose  address  has been given to Tenant,  and  affording  such
                 Landlord's  Mortgagee  a  reasonable   opportunity  to  perform
                 Landlord's obligations hereunder.

                                  (d)    Landlord's    Mortgagee's    Protection
                 Provisions.  If  Landlord's  Mortgagee  shall  succeed  to  the
                 interest of Landlord  under this  Lease,  Landlord's  Mortgagee
                 shall not be: (1) liable for any act or  omission  of any prior
                 lessor  (including   Landlord);   (2)  bound  by  any  rent  or
                 additional  rent or advance  rent which  Tenant might have paid
                 for more than the current month to any prior lessor  (including
                 Landlord),  and all  such  rent  shall  remain  due and  owing,
                 notwithstanding such advance payment; (3) bound by any security
                 or advance rental deposit made by Tenant which is not delivered
                 or paid over to Landlord's  Mortgagee and with respect to which
                 Tenant   shall   look   solely  to   Landlord   for  refund  or
                 reimbursement;  (4)  bound  by any  termination,  amendment  or
                 modification of this Lease made without Landlord's  Mortgagee's
                 consent and written  approval,  except for those  terminations,
                 amendments and  modifications  permitted to be made by Landlord
                 without Landlord's Mortgagee's consent pursuant to the terms of
                 the loan documents  between Landlord and Landlord's  Mortgagee;
                 (5) subject to the defenses which Tenant might have against any
                 prior  lessor  (including  Landlord),  and (6)  subject  to the
                 offsets  which  Tenant  might  have  against  any prior  lessor
                 (including  Landlord)  except for those offset rights which (A)
                 are expressly  provided in this Lease, (B) relate to periods of
                 time  following the  acquisition  of the Building by Landlord's
                 Mortgagee,  and (C)  Tenant  has  provided  written  notice  to
                 Landlord's   Mortgagee  and  provided  Landlord's  Mortgagee  a
                 reasonable  opportunity  to cure the event  giving rise to such
                 offset event.  Landlord's  Mortgagee shall have no liability or
                 responsibility  under or pursuant to the terms of this Lease or
                 otherwise  after it ceases to own an interest in the  Building.
                 Nothing in this Lease shall be construed to require  Landlord's
                 Mortgagee  to see to the  application  of the  proceeds  of any
                 loan,  and  Tenant's  agreements  set forth herein shall not be
                 impaired  on  account  of any  modification  of  the  documents
                 evidencing and securing any loan.

                         13. Rules and Regulations  Tenant shall comply with the
                 rules and regulations of the Building which are attached hereto
                 as Exhibit C.  Landlord  may,  from time to time,  change  such
                 rules and regulations  for the safety,  care, or cleanliness of
                 the Building and related facilities, provided that such changes
                 are  applicable  to all  tenants  of  the  Building,  will  not
                 unreasonably  interfere  with  Tenant's use of the Premises and
                 are enforced by Landlord in a non-discriminatory manner. Tenant
                 shall be  responsible  for the  compliance  with such rules and
                 regulations by each Tenant Party.

                          14.     Condemnation.
                                  ------------

(a) Total  Taking.  If the entire  Building  or  Premises  are taken by right of
eminent domain or conveyed in lieu thereof (a "Taking"), ------------ this Lease
shall terminate as of the date of the Taking.

                 subordination,  non-disturbance and attomment agreement) or, if
                 the Landlord's  Mortgagee so elects,  the subordination of such
                 Landlord's Mortgagee's Mortgage or Primary Lease to this Lease.

                                  (b)  Attornment.  Tenant  shall  attorn to any
                 party  succeeding  to  Landlord's  interest  in  the  Premises,
                 whether by purchase,  foreclosure, deed in lieu of foreclosure,
                 power of sale,  termination of lease,  or otherwise,  upon such
                 party's request,  and shall execute such agreements  confirming
                 such attornment as such party may reasonably request.

                                  (c)  Notice  to  Landlord's  Mortgagee  Tenant
                 shall  not  seek to  enforce  any  remedy  it may  have for any
                 default on the part of Landlord  without  first giving  written
                 notice by certified mail, return receipt requested,  specifying
                 the default in reasonable  detail, to any Landlord's  Mortgagee
                 whose  address  has been given to Tenant,  and  affording  such
                 Landlord's  Mortgagee  a  reasonable   opportunity  to  perform
                 Landlord's obligations hereunder.

                                  (d)    Landlord's    Mortgagee's    Protection
                 Provisions.  If  Landlord's  Mortgagee  shall  succeed  to  the
                 interest of Landlord  under this  Lease,  Landlord's  Mortgagee
                 shall not be: (1) liable for any act or  omission  of any prior
                 lessor  (including   Landlord);   (2)  bound  by  any  rent  or
                 additional  rent or advance  rent which  Tenant might have paid
                 for more than the current month to any prior lessor  (including
                 Landlord),  and all  such  rent  shall  remain  due and  owing,
                 notwithstanding such advance payment; (3) bound by any security
                 or advance rental deposit made by Tenant which is not delivered
                 or paid over to Landlord's  Mortgagee and with respect to which
                 Tenant   shall   look   solely  to   Landlord   for  refund  or
                 reimbursement;  (4)  bound  by any  termination,  amendment  or
                 modification of this Lease made without Landlord's  Mortgagee's
                 consent and written  approval,  except for those  terminations,
                 amendments and  modifications  permitted to be made by Landlord
                 without Landlord's Mortgagee's consent pursuant to the terms of
                 the loan documents  between Landlord and Landlord's  Mortgagee;
                 (5) subject to the defenses which Tenant might have against any
                 prior  lessor  (including  Landlord),  and (6)  subject  to the
                 offsets  which  Tenant  might  have  against  any prior  lessor
                 (including  Landlord)  except for those offset rights which (A)
                 are expressly  provided in this Lease, (B) relate to periods of
                 time  following the  acquisition  of the Building by Landlord's
                 Mortgagee,  and (C)  Tenant  has  provided  written  notice  to
                 Landlord's   Mortgagee  and  provided  Landlord's  Mortgagee  a
                 reasonable  opportunity  to cure the event  giving rise to such
                 offset event.  Landlord's  Mortgagee shall have no liability or
                 responsibility  under or pursuant to the terms of this Lease or
                 otherwise  after it ceases to own an interest in the  Building.
                 Nothing in this Lease shall be construed to require  Landlord's
                 Mortgagee  to see to the  application  of the  proceeds  of any
                 loan,  and  Tenant's  agreements  set forth herein shall not be
                 impaired  on  account  of any  modification  of  the  documents
                 evidencing and securing any loan.

                         13. Rules and Regulations  Tenant shall comply with the
                 rules and regulations of the Building which are attached hereto
                 as Exhibit C.  Landlord  may,  from time to time,  change  such
                 rules and regulations  for the safety,  care, or cleanliness of
                 the Building and related facilities, provided that such changes
                 are  applicable  to all  tenants  of  the  Building,  will  not
                 unreasonably  interfere  with  Tenant's use of the Premises and
                 are enforced by Landlord in a non-discriminatory manner. Tenant
                 shall be  responsible  for the  compliance  with such rules and
                 regulations by each Tenant Party.

                          14.     Condemnation.
                                  ------------

(a) Total  Taking.  If the entire  Building  or  Premises  are taken by right of
eminent domain or conveyed in lieu thereof (a "Taking"),
         ------------

         this Lease shall terminate as of the date of the Taking.

                                  (b) Partial TakinQ - Tenant's  Rights.  If any
                 part of the  Building  becomes  subject  to a  Taking  and such
                 Taking will prevent Tenant from  conducting its business in the
                 Premises in a manner  reasonably  comparable to that  conducted
                 immediately  before  such  Taking for a period of more than 180
                 days,  then Tenant may  terminate  this Lease as of the date of
                 such Taking by giving written notice to Landlord within 30 days
                 after the Taking,  and Basic Rent and Additional  Rent shall be
                 apportioned  as of the date of such Taking.  If Tenant does not
                 terminate this Lease, then Rent shall be abated on a reasonable
                 basis as to that portion of the Premises rendered  untenantable
                 by the Taking.

                                  (c) Partial Taking - Landlord's Rights. If any
                 material  portion,  but less than all, of the Building  becomes
                 subject to a Taking,  or if  Landlord is required to pay any of
                 the proceeds  arising from a Taking to a Landlord's  Mortgagee,
                 then  Landlord may terminate  this Lease by delivering  written
                 notice thereof to Tenant within 30 days after such Taking,  and
                 Basic Rent and  Additional  Rent shall be apportioned as of the
                 date of such Taking.  If Landlord  does not so  terminate  this
                 Lease, then this Lease will continue, but if any portion of the
                 Premises  has been  taken,  Rent shall abate as provided in the
                 last sentence of Section 14(b).

                                  (d) Award. If any Taking occurs, then Landlord
                 shall  receive the entire award or other  compensation  for the
                 Land,  the Building,  and other  improvements  taken;  however,
                 Tenant may separately pursue a claim (to the extent it will not
                 reduce Landlord's award) against the condemnor for the value of
                 Tenant's  personal  property which Tenant is entitled to remove
                 under this Lease,  moving  costs,  loss of business,  and other
                 claims it may have.

                          15.     Fire or Other Casualty.
                                  ----------------------

                                  (a) Repair  Estimate.  If the  Premises or the
                 Building are damaged by fire or other casualty (a  "Casualty"),
                 Landlord shall, within 90 days after such Casualty,  deliver to
                 Tenant a good faith estimate (the "Damage  Notice") of the time
                 needed to repair the damage caused by such Casualty.

                                  (b) Tenant's Rights.  If a material portion of
                 the  Premises  is  damaged  by  Casualty  such  that  Tenant is
                 prevented  from  conducting  its  business in the Premises in a
                 maimer  reasonably  comparable to that  conducted  irmnediately
                 before such  Casualty  and Landlord  estimates  that the damage
                 caused  thereby  cannot be  repaired  within 210 days after the
                 Casualty (the "Repair Period"),  then Tenant may terminate this
                 Lease by delivering  written notice to Landlord of its election
                 to  terminate  within 30 days after the Damage  Notice has been
                 delivered to Tenant.

                                  (c) Landlord's  Rights.  If a Casualty damages
                 the  Premises  or a material  portion of the  Building  and (1)
                 Landlord  estimates  that the damage to the Premises  cannot be
                 repaired  within  the  Repair  Period,  (2) the  damage  to the
                 Premises exceeds 50% of the replacement cost thereof (excluding
                 foundations and footings),  as estimated by Landlord,  and such
                 damage  occurs  during  the last two  years  of the  Term,  (3)
                 regardless  of the extent of damage to the  Premises,  Landlord
                 makes a good faith  determination  that  restoring the Building
                 would be  uneconomical,  or (4) Landlord is required to pay any
                 insurance  proceeds arising out of the Casualty to a Landlord's
                 Mortgagee,  then  Landlord may  terminate  this Lease by giving
                 written  notice of its  election  to  terminate  within 30 days
                 after the Damage Notice has been delivered to Tenant.

(d)           Repair  Obligation If neither party elects to terminate this Lease
              following a Casualty,  then  Landlord  shall,  within a reasonable
              time after such  Casualty,  begin to repair the Premises and shall
              proceed  with  reasonable  diligence  to restore  the  Premises to
              substantially  the  same  condition  as they  existed  immediately
              before such Casualty;  however, Landlord shall only be required to
              reconstruct  the  Premises  to  the  extent  of  any  improvements
              existing therein on the date of the damage that were installed by

                 Landlord  as part of  Landlord's  Work  (if any)  described  in
                 Exhibit   D   ("Landlord's   Contribution"),   and   Landlord's
                 obligation  to repair or restore the Premises  shall be limited
                 to the extent of the insurance  proceeds  actually  received by
                 Landlord  for  the  Casualty  in  question.   Tenant  shall  be
                 responsible   for   repairing  or  replacing   its   furniture,
                 equipment,  fixtures,  alterations and other improvements which
                 Landlord  is not  obligated  to  restore,  and  shall  use  the
                 proceeds of its insurance  for such  purpose.  Tenant shall pay
                 the   difference   betweenthetotal   cost   ofreconstructingthe
                 Premises and Landlord's Contribution ("Tenant's Contribution").
                 Prior to  Landlord's  commencement  of  reconstruction,  Tenant
                 shall place  Landlord's  estimate of Tenant's  Contribution  in
                 escrow with Landlord (or furnish  Landlord  other  commercially
                 reasonable assurances of payment thereof).

                                  (e)  Abatement  of Rent.  If the  Premises are
                 damaged  by  Casualty,  Rent for the  portion  of the  Premises
                 rendered  untenantable  by the  damage  shall  be  abated  on a
                 reasonable  basis from the date of damage until the  completion
                 of Landlord's repairs (or until the date of termination of this
                 Lease by Landlord or Tenant as provided  above, as the case may
                 be),  unless a Tenant Party caused such damage,  in which case,
                 Tenant shall continue to pay Rent without abatement.

                         16. Personal Property Taxes. Tenant shall be liable for
                 all  taxes  levied  or  assessed  against  personal   property,
                 furniture, or fixtures placed by Tenant in the Premises. If any
                 taxes for which Tenant is liable are levied or assessed against
                 Landlord or Landlord's  property and Landlord elects to pay the
                 same,  or if the  assessed  value  of  Landlord's  property  is
                 increased by inclusion of such personal property,  furniture or
                 fixtures  and  Landlord  elects to pay the taxes  based on such
                 increase,  then Tenant  shall pay to  Landlord,  within 30 days
                 following  written  request,  the part of such  taxes for which
                 Tenant is primarily liable hereunder;  however,  Landlord shall
                 not pay such amount if Tenant  notifies  Landlord  that it will
                 contest the  validity or amount of such taxes  before  Landlord
                 makes such payment,  and  thereafter  diligently  proceeds with
                 such  contest  in  accordance  with Law and if the  non-payment
                 thereof  does  not  pose a  threat  of loss or  seizure  of the
                 Building or  interest of Landlord  therein or impose any fee or
                 penalty against Landlord.

17. Events of Default.  Each of the following  occurrences shall be an "Event of
Default": --------- ------- -------- --------

                                  (a) Payment  Default.  Tenant's failure to pay
                 Rent  within five days after  Landlord  has  delivered  written
                 notice to  Tenant  that the same is due;  however,  an Event of
                 Default  shall  occur  hereunder   without  any  obligation  of
                 Landlord  to give any  notice if Tenant  fails to pay Rent when
                 due and,  during the 12 month interval  preceding such failure,
                 Landlord has given Tenant written notice of failure to pay Rent
                 on one or more occasions;

(b) Abandonment.  Tenant (1) abandons or vacates the Premises or any substantial
portion thereof or ----------- (2) fails to continuously operate its business in
the Premises;

                                  (c)  Estoppel.  Tenant  fails to  provide  any
                 estoppel   certificate   after   Landlord's   written   request
                 thereforpursuant  to  Section  25 (c) and  such  failure  shall
                 continue for five days after  Landlord's  second written notice
                 thereof to Tenant;

(d) Other  Defaults.  Tenant's  failure to perform,  comply with, or observe any
other agreement or --------------- obligation of Tenant under this Lease and the
continuance of such failure for a period of more than 30 days after Landlord has
delivered to Tenant written notice thereof; and

(e) Insolvency. The filing of a petition by or against Tenant (the term "Tenant"
shall include,  for the purpose of this Section 1.7.  ---------- ------ (e), any
guarantor of Tenant's obligations hereunder) (I) in any

                 bankruptcy  or other  insolvency  proceeding;  (2)  seeking any
                 relief  under any state or federal  debtor  relief law; (3) for
                 the  appointment  of  a  liquidator  or  receiver  for  all  or
                 substantially all of Tenant's property or for Tenant's interest
                 in this Lease; or (4) for the reorganization or modification of
                 Tenant's  capital  structure;  however,  if such a petition  is
                 filed against Tenant, then such filing shall not be an Event of
                 Default unless Tenant fails to have the  proceedings  initiated
                 by such  petition  dismissed  within 90 days  after the  filing
                 thereof.

18. Remedies. Upon any Event of Default,  Landlord may, in addition to all other
rights and remedies afforded  --------  Landlord  hereunder or by law or equity,
take any one or more of the following actions:

                                  (a) Termination of Lease. Terminate this Lease
                 by giving Tenant written notice thereof,  in which event Tenant
                 shall pay to Landlord the sum of(l) all Rent accrued  hereunder
                 through  the date of  termination,  (2) all  amounts  due under
                 Section  would have been  required to pay for the  remainder of
                 the Term  discounted to present value at a per annum rate equal
                 to the  "Prime  Rate" as  published  on the date this  Lease is
                 terminated by The Wall Street Journal,  Southwest  Edition,  in
                 its listing of' `Money Rates" minus one percent,  minus (B) the
                 then present fair rental value of the Premises for such period,
                 similarly discounted;

                                  (b)   Termination  of  Possession.   Terminate
                 Tenant's right to possess the Premises without terminating this
                 Lease by giving  written  notice  thereof to  Tenant,  in which
                 event  Tenant  shall  pay to  Landlord  (1) all Rent and  other
                 amounts  accrued  hereunder  to  the  date  of  termination  of
                 possession, (2) all amounts due from time to time under Section
                 19(a),  and (3) all Rent and other net sums required  hereunder
                 to be  paid  by  Tenant  during  the  remainder  of  the  Term,
                 diminished  by any net sums  thereafter  received  by  Landlord
                 through  reletting  the  Premises  during  such  period,  after
                 deducting  all costs  incurred  by Landlord  in  reletting  the
                 Premises.  Landlord shall use  reasonable  efforts to relet the
                 Premises on such terms as Landlord in its sole  discretion  may
                 determine  (including a term  different  from the Term,  rental
                 concessions,  and  alterations  to,  and  improvement  of,  the
                 Premises);  however,  Landlord  shall not be obligated to relet
                 the Premises  before  leasing  other  portions of the Building.
                 Landlord   shall  not  be  liable  for,   nor  shall   Tenant's
                 obligations  hereunder  be  diminished  because of,  Landlord's
                 failure to relet the  Premises or to collect  rent due for such
                 reletting.  Tenant  shall not be  entitled to the excess of any
                 consideration   obtained  by   reletting   over  the  Rent  due
                 hereunder. Reentry by Landlord in the Premises shall not affect
                 Tenant's obligations  hereunder for the unexpired Term; rather,
                 Landlord may, from time to time, bring an action against Tenant
                 to collect  amounts  due by Tenant,  without the  necessity  of
                 Landlord's  waiting until the  expiration  of the Term.  Unless
                 Landlord  delivers written notice to Tenant  expressly  stating
                 that it has elected to terminate this Lease,  all actions taken
                 by Landlord to dispossess  or exclude  Tenant from the Premises
                 shall be  deemed  to be taken  under  this  Section  18(b).  If
                 Landlord  elects to proceed under this Section 18(b), it may at
                 any time elect to terminate this Lease under Section 1 8(a); or

                                  (c) Alteration of Locks. Additionally, with or
                 without notice,  and to the extent  permitted by Law,  Landlord
                 may alter locks or other  security  devices at the  Premises to
                 deprive  Tenant of access  thereto,  and Landlord  shall not be
                 required to provide a new key or right of access to Tenant.

             19. Payment by Tenant: Non-Waiver Cumulative Remedies.
                ------- -------------------------------- --------

                                  (a)  Payment  by  Tenant.  Upon  any  Event of
                 Default,  Tenant  shall pay to Landlord  all costs  incurred by
                 Landlord (including court costs and reasonable  attorneys' fees
                 and expenses) in (1) obtaining possession of the Premises,  (2)
                 removing and storing Tenant's or any other occupant's property,
                 (3) repairing,  restoring,  altering,  remodeling, or otherwise
                 putting the Premises into condition acceptable to a new tenant,
                 (4) if Tenant is dispossessed of the Premises and this Lease is
                 not  terminated,  reletting  all or any  part  of the  Premises
                 (including  brokerage  commissions,  cost of tenant fmish work,
                 and other costs incidental to such  reletting),  (5) performing
                 Tenant's  obligations  which Tenant failed to perform,  and (6)
                 enforcing,  or advising Landlord of, its rights,  remedies, and
                 recourses  arising  out of the  Event of  Default.  To the full
                 extent permitted by law,  Landlord and Tenant agree the federal
                 and state courts of the state in which the Premises are located
                 shall have exclusive  jurisdiction  over any matter relating to
                 or  arising  from  this  Lease  and  the  parties'  rights  and
                 obligations under this Lease.

                                  (b) No Waiver.  Landlord's  acceptance of Rent
                 following an Event of Default shall not waive Landlord's rights
                 regarding  such Event of Default.  No waiver by Landlord of any
                 violation or breach of any of the terms contained  herein shall
                 waive Landlord's  rights regarding any future violation of such
                 term.  Landlord's  acceptance  of any  partial  payment of Rent
                 shall not waive Landlord's  rights with regard to the remaining
                 portion of the Rent that is due,  regardless of any endorsement
                 or other  statement on any  instrument  delivered in payment of
                 Rent  or  any  writing   delivered  in  connection   therewith;
                 accordingly, Landlord's acceptance of a partial payment of Rent
                 shall not  constitute  an accord and  satisfaction  of the full
                 amount of the Rent that is due.

                                  (c) Cumulative Remedies.  Any and all remedies
                 set forth in this  Lease:  (1) shall be in  addition to any and
                 all other remedies  Landlord may have at law or in equity,  (2)
                 shall be  cumulative,  and (3) may be pursued  successively  or
                 concurrently as Landlord may elect.  The exercise of any remedy
                 by  Landlord  shall not be deemed an  election  of  remedies or
                 preclude  Landlord from  exercising  any other  remedies in the
                 future.

                         20.  Landlord's  Lien.  In  addition  to any  statutory
                 landlord's  lien,  now or hereafter  enacted,  Tenant grants to
                 Landlord,   to  secure  performance  of  Tenant's   obligations
                 hereunder,   a  security   interest  in  all  goods  (including
                 equipment and inventory), fixtures, and other personal property
                 of Tenant  situated on the Premises,  and all proceeds  thereof
                 (the  "Collateral"),  and the  Collateral  shall not be removed
                 from the Premises without the prior written consent of Landlord
                 (other than in Tenant's  ordinary course of business) until all
                 obligations  of Tenant  have  been  fully  performed.  Upon the
                 occurrence of an Event of Default, Landlord may, in addition to
                 all other remedies, without notice or demand except as provided
                 below,  exercise the rights  afforded to a secured  party under
                 the Uniform  Commercial Code of the state in which the Premises
                 are  located  (the  "UCC").  To the  extent  the  UCC  requires
                 Landlord to give to Tenant  notice of any act or event and such
                 notice cannot be validly waived before a default  occurs,  then
                 five-days'  prior  written  notice  thereof shall be reasonable
                 notice of the act or event.  Tenant  grants to Landlord a power
                 of  attorney  to execute and file any  financing  statement  or
                 other  instrument  necessary  to  perfect  Landlord's  security
                 interest  under this Section 20, which power is coupled with an
                 interest and is irrevocable during the Term.  Landlord may also
                 file a copy of this Lease as a financing  statement  to perfect
                 its  security  interest  in the  Collateral.  Within  ten  days
                 following  written  request  therefor,   Tenant  shall  execute
                 fmancing statements to be filed of record to perfect Landlord's
                 security interest in the Collateral.

                         21. Surrender of Premises.  No act by Landlord shall be
                 deemed an  acceptance  of a surrender of the  Premises,  and no
                 agreement to accept a surrender of the Premises  shall be valid
                 unless  it is  in  writing  and  signed  by  Landlord.  At  the
                 expiration or termination  of this Lease,  Tenant shall deliver
                 to Landlord the Premises with all improvements  located therein
                 in good  repair  and  condition,  free of  Hazardous  Materials
                 placed on the Premises during the Term, broom-clean, reasonable
                 wear and tear (and  condemnation and Casualty damage not caused
                 by  Tenant,  as to  which  Sections  14 and 15  shall  control)
                 excepted,  and  shall  deliver  to  Landlord  all  keys  to the
                 Premises.  Provided  that  Tenant  has  performed  all  of  its
                 obligations  hereunder,  Tenant may remove all unattached trade
                 fixtures,  furniture,  and  personal  property  placed  in  the
                 Premises or elsewhere in the Building by Tenant (but Tenant may
                 not  remove  any such item  which was paid for,  in whole or in
                 part,  by  Landlord  or any wiring or cabling  unless  Landlord
                 requires such  removal).  Additionally,  at Landlord's  option,
                 Tenant shall remove such alterations,  additions, improvements,
                 trade fixtures, personal property,  equipment, wiring, cabling,
                 and  furniture as Landlord may request;  however,  Tenant shall
                 not be required to remove any  addition or  improvement  to the
                 Premises if Landlord  has  specifically  agreed in writing that
                 the  improvement  or addition in question  need not be removed.
                 Tenant  shall  repair all damage  caused by such  removal.  All
                 items not so removed shall, at Landlord's  option, be deemed to
                 have been  abandoned by Tenant and may be  appropriated,  sold,
                 stored, destroyed, or otherwise disposed of by Landlord without
                 notice to Tenant and without any obligation to account for such
                 items;  any such  disposition  shall not be considered a strict
                 foreclosure or other  exercise of Landlord's  rights in respect
                 of  the  security   interest  granted  under  Section  20.  The
                 provisions  of this  Section  21 shall  survive  the end of the
                 Term.

                         22.  Holding  Over,  if  Tenant  fails  to  vacate  the
                 Premises at the end of the Term,  then Tenant shall be a tenant
                 at  sufferance  and,  in  addition  to all  other  damages  and
                 remedies to which  Landlord  may be entitled  for such  holding
                 over,  (a) Tenant  shall pay,  in  addition  to the other Rent,
                 Basic Rent  equal to the  greater of (1) 150% of the Basic Rent
                 payable  during the last month of the Term,  or (2) 125% of the
                 prevailing  rental rate in the Building for similar space,  and
                 (b) Tenant  shall  otherwise  continue  to be subject to all of
                 Tenant's  obligations  under this Lease. The provisions of this
                 Section 22 shall not be deemed to limit or  constitute a waiver
                 of any other rights or remedies of Landlord  provided herein or
                 at law, If Tenant  fails to  surrender  the  Premises  upon the
                 termination  or  expiration  of this Lease,  in addition to any
                 other liabilities to Landlord accruing therefrom,  Tenant shall
                 protect,  defend, indemnify and hold Landlord harmless from all
                 loss,   costs  (including   reasonable   attorneys'  fees)  and
                 liability  resulting  from such  failure,  including any claims
                 made by any  succeeding  tenant  founded  upon such  failure to
                 surrender,   and  any  lost   profits  to  Landlord   resulting
                 therefrom.

23.  Certain  Rights  Reserved by Landlord.  Provided  that the exercise of such
rights does not unreasonably ---------------------------- --------
interfere  with  Tenant's  occupancy of the  Premises,  Landlord  shall have the
following rights:

                                  (a)  Building  Operations  To decorate  and to
                 make inspections, repairs, alterations,  additions, changes, or
                 improvements, whether structural or otherwise, in and about the
                 Building,  or any  part  thereof;  to enter  upon the  Premises
                 (after giving Tenant  reasonable  notice thereof,  which may be
                 oral notice, except in cases of real or apparent emergency,  in
                 which  case no  notice  shall  be  required)  and,  during  the
                 continuance  of any such  work,  to  temporarily  close  doors,
                 entryways,  public space,  and  corridors in the  Building;  to
                 interrupt  or  temporarily   suspend   Building   services  and
                 facilities;  to change the name of the Building;  and to change
                 the  arrangement  and  location of  entrances  or  passageways,
                 doors, and doorways,  corridors,  elevators, stairs, restrooms,
                 or other public parts of the Building;

                                  (b) Security. To take such reasonable measures
                 as Landlord  deems  advisable  for the security of the Building
                 and its occupants; evacuating the Building for cause, suspected
                 cause, or for drill purposes; temporarily denying access to the
                 Building;  and closing the Building after normal business hours
                 and on Sundays  and  holidays,  subject,  however,  to Tenant's
                 right to  enter  when  the  Building  is  closed  after  normal
                 business  hours under such  reasonable  regulations as Landlord
                 may prescribe from time to time;

(c) Prospective  Purchasers and Lenders. To enter the Premises at all reasonable
hours to show the ----------- --------------- -------
                 Premises to prospective purchasers or lenders; and

                                  (d)  Prosnective  Tenants.  At any time during
                 the last 12  months  of the  Term (or  earlier  if  Tenant  has
                 notified  Landlord in writing  that it does not desire to renew
                 the Term) or at any time following (f) Notices. All notices and
                 other  communications  given pursuant to this Lease shall be in
                 writing and shall be (1) mailed by first class,  United  States
                 Mail,   postage   prepaid,   certified,   with  return  receipt
                 requested,  and addressed to the parties  hereto at the address
                 specified in the Basic Lease Information, (2) hand delivered to
                 the  intended  address,  (3)  sent by a  nationally  recognized
                 overnight   courier   service,   or  (4)   sent  by   facsimile
                 transmission   during  normal  business  hours  followed  by  a
                 confirmatory letter sent in another manner permitted hereunder.
                 All notices shall be effective  upon delivery to the address of
                 the addressee. The parties hereto may change their addresses by
                 giving  notice  thereof  to the other in  conformity  with this
                 provision.

                                  (g)  Separability.  If any clause or provision
                 of this  Lease is  illegal,  invalid,  or  unenforceable  under
                 present or future laws,  then the remainder of this Lease shall
                 not  be  affected  thereby  and  in  lieu  of  such  clause  or
                 provision,  there  shall  be  added  as a part of this  Lease a
                 clause  or  provision  as  similar  in terms  to such  illegal,
                 invalid,  or  unenforceable  clause  or  provision  as  may  be
                 possible and be legal, valid, and enforceable.

                                  (h) Amendments: and Binding Effect. This Lease
                 may not be amended  except by instrument  in writing  signed by
                 Landlord and Tenant. No provision of this Lease shall be deemed
                 to have  been  waived  by  Landlord  unless  such  waiver is in
                 writing signed by Landlord, and no custom or practice which may
                 evolve between the parties in the  administration  of the terms
                 hereof  shall waive or diminish the right of Landlord to insist
                 upon the  performance by Tenant in strict  accordance  with the
                 terms hereof. The terms and conditions  contained in this Lease
                 shall inure to the  benefit of and be binding  upon the parties
                 hereto,  and upon their  respective  successors in interest and
                 legal  representatives,  except as otherwise  herein  expressly
                 provided.  This Lease is for the sole  benefit of Landlord  and
                 Tenant,  and, other than Landlord's  Mortgagee,  no third party
                 shall be deemed a third party beneficiary hereof.

                                  (i)  quiet   Enjoyment   Provided  Tenant  has
                 performed  all  of  its  obligations  hereunder,  Tenant  shall
                 peaceably and quietly hold and enjoy the Premises for the Term,
                 without  hindrance  from  Landlord  or any party  claiming  by,
                 through, or under Landlord,  but not otherwise,  subject to the
                 terms and conditions of this Lease.

                                  (j) No Merger. There shall be no merger of the
                 leasehold  estate  hereby  created  with the fee  estate in the
                 Premises  or any part  thereof if the same  person  acquires or
                 holds,  directly or  indirectly,  this Lease or any interest in
                 this Lease and the fee estate in the leasehold  Premises or any
                 interest in such fee estate.

                                  (k) No Offer.  The submission of this Lease to
                 Tenant shall not be construed as an offer, and Tenant shall not
                 have any rights  under this Lease  unless  Landlord  executes a
                 copy of this Lease and delivers it to Tenant.

                                  (1) Entire  A2reement.  This Lease constitutes
                 the entire agreement  between Landlord and Tenant regarding the
                 subject matter hereof and  supersedes  all oral  statements and
                 prior writings relating thereto.  Except for those set forth in
                 this Lease, no representations,  warranties, or agreements have
                 been made by  Landlord  or Tenant to the other with  respect to
                 this  Lease  or  the  obligations  of  Landlord  or  Tenant  in
                 connection therewith.  The normal rule of construction that any
                 ambiguities  be resolved  against the drafting  party shall not
                 apply to the  interpretation  of this Lease or any  exhibits or
                 amendments hereto.

(m) Waiver of Jury Trial. To the maximum extent  permitted by law,  Landlord and
Tenant each waive right to trial by jury in any
         --------- ----------
         litigation arising out of or with respect to this Lease.

(n)  Governing  Law. This Lease shall be governed by and construed in accordance
with the laws of the --------- --- state in which the Premises are located.

(n)  Recording.  Tenant  shall not record this Lease  without the prior  written
consent of Landlord, which consent
         ---------
                 (p) Joint and Several Liability. If Tenant is comprised of more
than one  party,  each such  party  shall be jointly  and  severally  liable for
Tenant's obligations under this Lease. All unperformed  obligations of Tenant at
the end of the Term shall survive.

                 (q) Financial Reports. Within 15 days after Landlord's request,
Tenant will furnish Tenant's most recent audited financial statements (including
any notes to them) to  Landlord,  or, if no such  audited  statements  have been
prepared,  such other financial  statements (and notes to them) as may have been
prepared by an  independent  certified  public  accountant  or,  failing  those,
Tenant's  internally  prepared  financial  statements.  If Tenant is a  publicly
traded corporation, Tenant may satisfy its obligations hereunder by providing to
Landlord Tenant's most recent annual and quarterly reports.  Tenant will discuss
its financial statements with Landlord and, following the occurrence of an Event
of Default hereunder, will give Landlord access to Tenant's books and records in
order to enable Landlord to verify the financial  statements.  Landlord will not
disclose any aspect of Tenant's  financial  statements that Tenant designates to
Landlord as  confidential  except (1) to  Landlord's  Mortgagee  or  prospective
mortgagees or purchasers of the Building, (2) in litigation between Landlord and
Tenant,  and (3) if required  by court  order.  Tenant  shall not be required to
deliver the  financial  statements  required  under this Section 25(q) more than
once in any  12-month  period  unless  requested  by  Landlord's  Mortgagee or a
prospective buyer or lender of the Building or an Event of Default occurs.

                 (r) Landlord's Fees.  Whenever Tenant requests Landlord to take
any  action  not  required  of it  hereunder  or give any  consent  required  or
permitted  under this  Lease,  Tenant will  reimburse  Landlord  for  Landlord's
reasonable,  out-of-pocket  costs  payable  to third  parties  and  incurred  by
Landlord in  reviewing  the  proposed  action or consent,  including  reasonable
attorneys',  engineers' or  architects'  fees,  within 30 days after  Landlord's
delivery to Tenant of a statement  of such costs.  Tenant will be  obligated  to
make such reimbursement  without regard to whether Landlord consents to any such
proposed action.

                 (s)  Telecommunications.   Tenant  and  its  telecommunications
companies, including local exchange telecommunications companies and alternative
access vendor  services  companies,  shall have no right of access to and within
the Building, for the installation and operation of telecommunications  systems,
including voice,  video,  data,  Internet,  and any other services provided over
wire,  fiber optic,  microwave,  wireless,  and any other  transmission  systems
("Telecommunications  Services"), for part or all of Tenant's telecommunications
within  the  Building  and from  the  Building  to any  other  location  without
Landlord's prior written consent. All providers of  Telecommunications  Services
shall be  required  to comply with the rules and  regulations  of the  Building,
applicable Laws and Landlord's  policies and practices for the Building.  Tenant
acknowledges  that Landlord  shall not be required to provide or arrange for any
Telecommunications  Services  and that  Landlord  shall have no liability to any
Tenant Party in connection  with the  installation,  operation or maintenance of
Telecommunications  Services or any  equipment or facilities  relating  thereto.
Tenant,  at its cost and for its own account,  shall be solely  responsible  for
obtaining all Telecommunications Services.

(t)  Confidentiality.  Tenant acknowledges that the terms and conditions of this
Lease are to remain confidential for Landlord's
         ---------------
benefit,  and may not be disclosed by Tenant to anyone,  by any manner or means,
directly or indirectly, without Landlord's prior
         written consent. The consent by Landlord

                 to any  disclosures  shall  not be deemed to be a waiver on the
                 part  of  Landlord  of  any  prohibition   against  any  future
                 disclosure.

                 (u) Authority.  Tenant (if a corporation,  partnership or other
business  entity)  hereby  represents  and warrants to Landlord that Tenant is a
duly formed and existing  entity  qualified to do business in the state in which
the Premises are  located,  that Tenant has full right and  authority to execute
and  deliver  this Lease,  and that each  person  signing on behalf of Tenant is
authorized  to do so.  Landlord  hereby  represents  and warrants to Tenant that
Landlord is a duly formed and  existing  entity  qualified to do business in the
state in which the  Premises  are  located,  that  Landlord  has full  right and
authority  to execute and deliver  this Lease,  and that each person  signing on
behalf of Landlord is authorized to do so.

                 (v) Hazardous Materials.  The term "Hazardous  Materials" means
any  substance,  material,  or waste  which is now or  hereafter  classified  or
considered  to be  hazardous,  toxic,  or  dangerous  under any Law  relating to
pollution or the protection or regulation of human health,  natural resources or
the environment,  or poses or threatens to pose a hazard to the health or safety
of persons on the Premises or in the Building.  Tenant shall not use,  generate,
store,  or dispose  of, or permit the use,  generation,  storage or  disposal of
Hazardous  Materials on or about the Premises or the Building except in a manner
and quantity necessary for the ordinary  performance of Tenant's  business,  and
then in compliance with all Laws. If Tenant breaches its obligations  under this
Section  25(v),  Landlord  may  immediately  take any and all action  reasonably
appropriate to remedy the same, including taking all appropriate action to clean
up or remediate any  contamination  resulting  from  Tenant's  use,  generation,
storage or disposal of Hazardous Materials.  Tenant shall defend, indemnify, and
hold harmless Landlord and its  representatives  and agents from and against any
and all  claims,  demands,  liabilities,  causes of  action,  suits,  judgments,
damages and expenses (including  reasonable attorneys' fees and cost of clean up
and remediation)  arising from Tenant's failure to comply with the provisions of
this Section  25(v).  This  indemnity  provision  shall survive  termination  or
expiration of this Lease.

(w)  List  of  Exhibits.  All  exhibits  and  attachments  attached  hereto  are
incorporated herein by this ---- -- -------- reference.

                 Exhibit A - Outline of Premises

Exhibit B - Description of the Land Exhibit C - Building  Rules and  Regulations
Exhibit D - Tenant Finish-Work  Exhibit B - Form of Confirmation of Commencement
Date Letter Exhibit F - Form of Tenant Estoppel  Certificate Exhibit G - Parking
Exhibit H - Renewal Option Exhibit I - Rent Abatement Provisions

Exhibit J - Form of Subordination, Non-Disturbance and Attomment Agreement

 26.                              Other Provisions.
                                  ----------------

(a) Temporary Occupancy Licenses. Notwithstanding Section 10 of the Lease to the
contrary,  Tenant  may grant  temporary  occupancy  licenses  to  companies  and
individuals  with whom Tenant conducts  business with to occupy up to 10% of the
Premises (based upon the number of rentable  square feet existing  therein as of
the  date  hereof).  Tenant  shall  remain  primarily  liable  for  all  of  the
obligations  of the  "Tenant"  under the Lease and Tenant  shall insure that all
such parties comply with all of the terms and  conditions of the Lease.  If such
parties  unreasonably  interfere with Landlord or other tenants of the Building,
as  determined  in Landlord's  reasonable  discretion,  Landlord may at any time
terminate  the right  granted to Tenant  under this  Section  26(a) upon 10 days
prior written notice thereof.

OBLIGATION  TO PAY RENT  HEREUNDER IS NOT  DEPENDENT  UPON THE  CONDITION OF THE
PREMISES  OR THE  PERFORMANCE  BY LANDLORD OF ITS  OBLIGATIONS  HEREUNDER,  AND,
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN,  TENANT SHALL CONTINUE TO PAY THE
RENT, WITHOUT ABATEMENT, DEMAND, SETOFF OR DEDUCTION, NOTWITHSTANDING ANY BREACH
BY LANDLORD OF ITS DUTIES OR OBLIGATIONS HEREUNDER, WHETHER EXPRESS OR IMPLIED.

         Dated as of the date first above written





                               its general partner

            vice

                      INSTITUTUIONAL EQUITY HOLDINGS, INC.,

                              a Nevada corporation


<PAGE>


BEING a tract or parcel of land situated in the City of Dallas,  Dallas  County,
Texas;  and being  part of Block  5185 of the City of Dallas and being that same
tract of land conveyed to Trailwood  Land Company dated  December 21, 1972;  and
being more particularly described as follows:

BEGINNING  at an iron rod for corner at the  intersection  of the  southwesterly
line of Twin Sixties  Drive (60 feet wide) and the  southeasterly  line of North
Central Expressway (U. S. 75: 220 feet wide);

THENCE South  6601500 East along the  southwest  line of said Twin Sixties Drive
and along its projected line in all a distance of 730.84 feet to an iron rod for
corner in the  northwesterly  line of a 60 foot Texas Nebraska and Oklahoma R.R.
ROW.;

THENCE is a southwesterly direction along said Railroad R.O.W. and along a curve
to the right whose tangent bears South 41 25~34" West having a radius of 1115.92
feet,  a central  angle of 5 O4~56" and an arc length of 110.67  feet to an iron
rod and the end of said curve;

THENCE South  47(degree)06'30'  West continuing along the northwesterly  line of
said Railroad  R.O.W. a distance of 12.80 feet to an iron rod for corner and the
beginning to a curve to the left;

THENCE conthuing in a southwesterly  direction along the  northwesterly  line of
said R.R.  R.O.W.  and along said curve to the left whose  tangent  bears  South
53(degree)25'53  West and having a radius of 2914.93  feet,  a central  angle of
1(degree)53'50  and an arc  length of 96.53 feet to the end of said curve and an
iron rod for corner;

THENCE North 66(degree) 15'00" West a distance of 640.59 feet to an iron rod for
corner in the southeasterly line of said North Central Expressway;

THENCE North  23(degree)45'  East along the southeasterly  line of North Central
Expressway  a distance of 200.00 feet to the POINT OF BEGINNING  and  containing
3.1697 acres, more or less.

                         BUILDING RULES AND REGULATIONS

                         The following rules and regulations  shall apply to the
                 Premises,   the  Building,   the  parking   garage   associated
                 therewith, and the appurtenances thereto:

                         1. Sidewalks,  doorways,  vestibules, halls, stairways,
                 and other  similar  areas shall not be obstructed by tenants or
                 used by any tenant for  purposes  other than ingress and egress
                 to and from their respective leased premises and for going from
                 one to another part of the Building.

                         2. Plumbing, fixtuzes and appliances shall be used only
                 for the purposes for which designed, and no sweepings, rubbish,
                 rags or other unsuitable  material shall be thrown or deposited
                 therein.  Damage  resulting to any such  fixtures or appliances
                 from misuse by a tenant or its agents,  employees  or invitees,
                 shall be paid by such tenant.

                         3. No signs, advertisements or notices shall be painted
                 or affixed  on or to any  windows or doors or other part of the
                 Building  without the prior  written  consent of  Landlord.  No
                 nails, hooks or screws (other than those which are necessary to
                 hang paintings, prints, pictures, or other similar items on the
                 Premises'  interior  walls)  shall be driven or inserted in any
                 part of the Building except by Building maintenance  personnel.
                 No curtains or other window  treatments shall be placed between
                 the glass and the Building standard window treatments.

4. Landlord shall provide and maintain an alphabetical directory for all tenants
in the main lobby of the
                 Building.

                         5.  Landlord  shall  provide  all  door  locks  in each
                 tenant's leased  premises,  at the cost of such tenant,  and no
                 tenant  shall  place any  additional  door  locks in its leased
                 premises without  Landlord's  prior written  consent.  Landlord
                 shall  furnish to each  tenant a  reasonable  number of keys to
                 such tenant's  leased  premises,  at such tenant's cost, and no
                 tenant shall make a duplicate thereof.

                         6.  Movement in or out of the  Building of furniture or
                 office  equipment,  or  dispatch  or  receipt by tenants of any
                 bulky  material,  merchandise or materials which require use of
                 elevators  or  stairways,  or  movement  through  the  Building
                 entrances  or  lobby  shall  be  conducted   under   Landlord's
                 supervision  at such times and in such a maimer as Landlord may
                 reasonably require.  Each tenant assumes all risks of and shall
                 be liable  for all  damage  to  articles  moved  and  injury to
                 persons  or public  engaged or not  engaged  in such  movement,
                 including  equipment,  property  and  personnel  of Landlord if
                 damaged  or  injured  as a result  of acts in  connection  with
                 carrying out this service for such tenant.

                         7.  Landlord  may  prescribe  weight   limitations  and
                 determine the locations for safes and other heavy  equipment or
                 items, which shall in all cases be placed in the Building so as
                 to distribute  weight in a manner  acceptable to Landlord which
                 may include the use of such supporting  devices as Landlord may
                 require. ALL damages to the Building caused by the installation
                 or removal of any  property of a tenant,  or done by a tenant's
                 property  while  in the  Building,  shall  be  repaired  at the
                 expense of such tenant.

8. Corridor doors, when not in use, shall be kept closed. Nothing shall be swept
or thrown into the corridors,  halls, elevator shafts or stairways.  No birds or
animals  (other than  seeing-eye  dogs) shall be brought  into or kept in, on or
about any tenant's leased  premises.  No portion of any tenant's leased premises
shall at any time be used or occupied as sleeping or lodging quarters.

                         9. Tenant shall cooperate with Landlord's  employees in
                 keeping its leased  premises neat and clean,  Tenants shall not
                 employ any person forthe  purpose of such  cleaning  other than
                 the Building's cleaning and maintenance personnel.

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

         11.  Tenant  shall  not  make or  permit  any  vibration  or  improper,
objectionable  or  unpleasant  noises  or odors  in the  Building  or  otherwise
interfere in any way with other tenants or persons having business with them.

         12. No machinery of any kind (other than normal office equipment) shall
be operated by any tenant on its leased area without  Landlord's  prior  written
consent,  nor shall any  tenant use or keep in the  Building  any  flammable  or
explosive fluid or substance  (other than typical office supplies toner] used in
compliance with all Laws).

         13.  Landlord  will  not be  responsible  for lost or  stolen  personal
property,  money or j ewehy from  tenant's  leased  premises or public or common
areas  regardless  of whether  such loss occurs when the area is locked  against
entry or not.

14. No vending  or  dispensing  machines  of any kind may be  maintained  in any
leased premises without the prior written permission of Landlord.

15.  Tenant  shall not conduct any activity on or about the Premises or Building
which will draw pickets, demonstrators, or the like.

         16.  All  vehicles  are to be  currently  licensed,  in good  operating
condition,  parked for business  purposes  having to do with  Tenant's  business
operated in the Premises,  parked within designated  parking spaces, one vehicle
to each  space.  No  vehicle  shall be parked as a  "billboard"  vehicle  in the
parking lot. Any vehicle parked improperly may be towed away.  Tenant,  Tenant's
agents,  employees,  vendors  and  customers  who do not  operate  or park their
vehicles as required  shall subject the vehicle to being towed at the expense of
the owner or driver. Landlord may place a "boot" on the vehicle to immobilize it
and may levy a charge of $50.00 to remove the "boot."  Tenant  shall  indemnify,
hold and save  harmless  Landlord of any  liability  arising  from the towing or
booting of any vehicles belonging to a Tenant Party.

         17. No tenant may enter into phone rooms,  electrical rooms, mechanical
rooms, or other service areas of the Building unless  accompanied by Landlord or
the Building manager.

TENANT FINISH-WORK: ALLOWANCE

                              (Landlord Performs the Work)

1. Acceptance of Premises.  Except as set forth in this Exhibit,  Tenant accepts
the Premises in their "AS-IS" ------------- -------- ----- condition on the date
that this Lease is entered into.

         2.                       Space Plans.

                 (a)  Preparation  and  Delivery.  On or before  August 5, 1999,
Landlord shall deliver to Tenant a space plan prepared by Business  Interiors or
another  design  consultant  selected by Landlord  (the  "Architect")  depicting
improvements to be installed in the Premises (the "Space Plans").

                 (b) Approval  Process.  Tenant shall notify Landlord whether it
approves  of  the  submitted  Space  Plans  within  three  business  days  after
Landlord's  submission  thereof If Tenant  disapproves of such Space Plans, then
Tenant shall notify Landlord thereof specifying in reasonable detail the reasons
for such disapproval,  in which case Landlord shall,  within three business days
after  such  notice,  revise  such  Space  Plans  in  accordance  with  Tenant's
objections and submit to Tenant for its review and approval. Tenant shall notify
Landlord in writing  whether it approves of the  resubmitted  Space Plans within
one business day after its receipt  thereof This process shall be repeated until
the Space Plans have been  fmally  approved  by Tenant and  Landlord.  If Tenant
fails to notify  Landlord that it  disapproves of the initial Space Plans within
three  business  days (or, in the case of  resubmitted  Space Plans,  within one
business day) after the submission thereof,  then Tenant shall be deemed to have
approved the Space Plans in question.

         3.                       Working Drawings.
                                  ------- --------

                 (a)  Preparation  and  Delivery.  On or before August 16, 1999,
Landlord  shall  deliver  final  working  drawings  of  all  improvements  to be
installed  in the  Premises  and  deliver  the same to Tenant for its review and
approval  (which  approval  shall  not  be  unreasonably  withheld,  delayed  or
conditioned).  Such working drawings shall be prepared by Interprise, the Design
Group,  or another design  consultant  selected by Landlord  (whose fee shall be
included in the Total Construction Costs ).

                 (b) Approval  Process.  Tenant shall notify Landlord whether it
                 approves  of  the  submitted   working  drawings  within  three
                 business  days after  Landlord's  submission  thereof If Tenant
                 disapproves of such working drawings,  then Tenant shall notify
                 Landlord  thereof  specifying in reasonable  detail the reasons
                 for such  disapproval,  in which case  Landlord  shall,  within
                 three  business  days after such  notice,  revise such  working
                 drawings in accordance with Tenant's  objections and submit the
                 revised working drawings to Tenant for its review and approval.
                 Tenant shall notify  Landlord in writing whether it approves of
                 the resubmitted  working drawings within one business day after
                 its receipt  thereof This process  shall be repeated  until the
                 working  drawings  have been  finally  approved by Landlord and
                 Tenant.  If Tenant fails to notify Land]ord that it disapproves
                 of the initial working drawings within three business days (or,
                 in  the  case  of  resubmitted  working  drawings,  within  one
                 business day) after the submission  thereof,  then Tenant shall
                 be deemed to have  approved  the working  drawings in question.
                 Any delay caused by Tenant's  unreasonable  withholding  of its
                 consent  or delay in giving  its  written  approval  as to such
                 working  drawings  shall  constitute a Tenant Delay Day (defmed
                 below).  If the working  drawings  are not fully  approved  (or
                 deemed  approved)  by both  Landlord  and  Tenant  by the tenth
                 business day after the delivery of the initial draft thereof to
                 Tenant,  then each day after such time period that such working
                 drawings are not fully  approved  (or deemed  approved) by both
                 Landlord and Tenant shall constitute a Tenant Delay Day.

(c)  Landlord's  Approval:  Performance  of Work.  If any of  Tenant's  proposed
construction work will
                   -------------------------------------------
affect the  Building's  Structure or the  Building's  Systems,  then the working
drawings  pertaining  thereto  must be  approved by the  Building's  engineer of
record.  Landlord's  approval of such working drawings shall not be unreasonably
withheld,  provided  that (1) they  comply with all Laws,  (2) the  improvements
depicted  thereon do not  adversely  affect  (in the  reasonable  discretion  of
Landlord) the  Building's  Structure or the  Building's  Systems  (including the
Building's  restrooms  or  mechanical  rooms),  the exterior  appearance  of the
Building,  or the  appearance of the  Building's  common areas or elevator lobby
areas, (3) such working drawings are sufficiently detailed to allow construction
of the improvements in a good and workmanlike  manner,  and (4) the improvements
depicted  thereon conform to the rules and regulations  promulgated from time to
time by Landlord for the  construction  of tenant  improvements (a copy of which
has been delivered to Tenant). As used herein, "Working Drawijws" shall mean the
final working drawings approved by Landlord, as amended from time to time by any
approved  changes  thereto,  and  "Work"  shall  mean  all  improvements  to  be
constructed  in  accordance  with  and as  indicated  on the  Working  Drawings,
together with any work required by governmental  authorities to be made to other
areas of the Building as a result of the  improvements  indicated by the Working
Drawings.   Landlord's   approval  of  the  Working  Drawings  shall  not  be  a
representation  or warranty of Landlord  that such drawings are adequate for any
use or comply with any Law, but shall merely be the consent of Landlord thereto.
Tenant shall, at Landlord's  request,  sign the Working Drawings to evidence its
review and  approval  thereof  After the Working  Drawings  have been  approved,
Landlord shall cause the Work to be performed in substantial accordance with the
Working Drawings.

         4.  Bidding  of Work.  Prior to  commencing  the Work,  Landlord  shall
competitively  bid the Work to three  contractors  approved by Landlord.  If the
estimated  Total  Construction  Costs are  expected  to exceed the  Construction
Allowance,  Tenant  shall be  allowed  to review  the  submitted  bids from such
contractors to value  engineer any of Tenant's  requested  alterations.  In such
case,  Tenant shall notify  Landlord of any items in the Working  Drawings  that
Tenant  desires to change within two business days after  Landlord's  submission
thereof to Tenant.  If Tenant fails to notify  Landlord of its  election  within
such two business day period,  Tenant shall be deemed to have approved the bids.
Within five  business  days  following  Landlord's  submission  to Tenant of the
initial   construction  bids  to  Tenant  under  the  foregoing  provisions  (if
applicable),  Tenant  shall  have  completed  all of the  following  items:  (a)
finalized  with  Landlord's  representative  and the  proposed  contractor,  the
pricing of any requested revisions to the bids for the Work, and (b) approved in
writing  any  overage  in  the  Total   Construction  Costs  in  excess  of  the
Construction  Allowance,  failing  which each day after such five  business  day
period shall constitute a Tenant Delay Day.

         5. Change Orders.  Tenant may initiate  changes in the Work.  Each such
change must receive the prior written approval of Landlord, such approval not to
be unreasonably withheld or delayed; however, (a) if such requested change would
adversely  affect (in the reasonable  discretion of Landlord) (1) the Building's
Structure or the  Building's  Systems  (including  the  Building's  restrooms or
mechanical  rooms),  (2) the exterior  appearance  of the  Building,  or (3) the
appearance of the Building's common areas or elevator lobby areas, or (b) if any
such requested change might delay the Commencement  Date,  Landlord may withhold
its consent in its sole and absolute  discretion.  Tenant shall, upon completion
of the Work, furnish Landlord with an accurate architectural  "as-built" plan of
the Work as constructed, which plan shall be incorporated into this Exhibit D by
this  reference  for all  purposes.  If Tenant  requests any changes to the Work
described in Tenant's Space Plans or the Working  Drawings,  then such increased
costs and any additional design costs

                 incurred  in  connection  therewith  as the  result of any such
change shall be added to the Total Construction Costs.

                         6.  Definitions.  As used herein,  a "Tenant Delay Day"
                 shall  mean  each day of delay in the  performance  of the Work
                 that occurs (a) because of Tenant's  failure to timely  deliver
                 or approve any required  documentation  such as the Space Plans
                 or Working Drawings, (b) because of any change by Tenant to the
                 Space   Plans  or  Working   Drawings,   (c)   because  of  any
                 specification  by  Tenant  of  materials  or  installations  in
                 addition  to  or  other  than  Landlord's  standard  finish-out
                 materials,  or (d)  because  a Tenant  Party  otherwise  delays
                 completion   of  the   Work.   As  used   herein   "Substantial
                 Completion,"  "Substantially  Completed,"  and any  derivations
                 thereof  mean  the  Work  in  the  Premises  is   substantially
                 completed (as reasonably determined by Landlord) in substantial
                 accordance with the Working  Drawings.  Substantial  Completion
                 shall have occurred even though minor details of  construction,
                 decoration, landscaping and mechanical adjustments remain to be
                 completed by Landlord.

                         7. Walk-Through: Punchlist. When Landlord considers the
                 Work in the Premises to be  Substantially  Completed,  Landlord
                 will notify Tenant and within three  business days  thereafter,
                 Landlord's  representative  and Tenant's  representative  shall
                 conduct  a  walk-through  of  the  Premises  and  identify  any
                 necessary  touch-up work,  repairs and minor  completion  items
                 that are  necessary for final  completion of the Work.  Neither
                 Landlord's  representative  nor Tenant's  representative  shall
                 unreasonably  withhold his or her agreement on punchlist items.
                 Landlord shall use  reasonable  efforts to cause the contractor
                 performing  the Work to complete all punchlist  items within 30
                 days after agreement  thereon;  however,  Landlord shall not be
                 obligated to engage  overtime  labor in order to complete  such
                 items.

                         8. Excess Costs. The entire cost of performing the Work
                 (including  design of the Work and  preparation  of the Working
                 Drawings, costs of construction labor and materials, electrical
                 usage  during  construction,  additional  janitorial  services,
                 general tenant signage,  related taxes and insurance costs, and
                 the  construction  supervision  fee referenced in Section 10 of
                 this Exhibit, all of which costs are herein collectively called
                 the "Total  Construction  Costs") in excess of the Construction
                 Allowance  (hereinafter  defined) shall be paid by Tenant. Upon
                 approval of the Working Drawings and selection of a contractor,
                 Tenant  shall  promptly  (a)  execute  a work  order  agreement
                 prepared  by  Landlord  which   identifies  such  drawings  and
                 itemizes  the  Total  Construction  Costs  and sets  forth  the
                 Construction  Allowance,  and  (b) pay to  Landlord  50% of the
                 amount  by  which   Total   Construction   Costs   exceed   the
                 Construction Allowance. Upon Substantial Completion of the Work
                 and before  Tenant  occupies the  Premises to conduct  business
                 therein,  Tenant  shall pay to Landlord an amount  equal to the
                 Total  Construction Costs (as adjusted for any approved changes
                 to the  Work),  less  (1) the  amount  of the  advance  payment
                 already made by Tenant,  and (2) the amount of the Construction
                 Allowance.  In the event of default  of payment of such  excess
                 costs,  Landlord (in addition to all other remedies) shall have
                 the same rights as for an Event of Default under the Lease.

                         9.  Construction  Allowance.  Landlord shall provide to
                 Tenant  a  construction  allowance  not to  exceed  $14.00  per
                 rentable  square  foot  in  the  Premises  (the   "Construction
                 Allowance") to be applied toward the Total Construction  Costs,
                 as  adjusted  for any  changes  to the Work.  The  Construction
                 Allowance  shall not be disbursed to Tenant in cash,  but shall
                 be applied by Landlord to the payment of the Total Construction
                 Costs,  if,  as,  and when  the  cost of the  Work is  actually
                 incurred and paid by Landlord.  The Construction Allowance must
                 be used within six months  following the  Commencement  Date or
                 shall  be  deemed  forfeited  with  no  further  obligation  by
                 Landlord with respect thereto.

         10. Construction  Management.  Landlord or its Affiliate or agent shall
supervise the Work,  make  disbursements  required to be made to the contractor,
and act as a liaison  between  the  contractor  and  Tenant and  coordinate  the
relationship  between the Work,  the Building  and the  Building's  Systems.  In
consideration for Landlord's construction supervision services, Tenant shall pay
to Landlord a construction  supervision  fee equal to three percent of the Total
11. Construction  Renresentatives.  Landlord's and Tenant's  representatives for
coordination of  construction  and approval of change orders will be as follows,
provided that either party may change its representative  upon written notice to
the other: -

                               Jones Lang LaSalle

C/O Lisa Donovan

5910 N. Central Expressway, Suite 1130
Dallas, Texas 75206
Telephone:
Telecopy:



<PAGE>


Tenant's Renresentative:
-----------------------
Institutional Equity Holdings, Inc.
do Mike Mosley
8214 Weschester, Suite 500
Dallas, Texas 75225
Telephone:
Telecopy:


<PAGE>





12.  Miscellaneous.  To the extentnot  inconsistent  with this Exhibit,  Section
S.(a) and Section 21 of this Lease shall govern -------------
the  performance of the Work and Landlord's and Tenant's  respective  rights and
obligations regarding the improvements installed pursuant
thereto.

     Tenant and coordinate the  relationship  between the Work, the Building and
     the  Building's  Systems.  In  consideration  for  Landlord's  construction
     supervision   services,   Tenant  shall  pay  to  Landlord  a  construction
     supervision fee equal to three percent of the Total Construction Costs.

11. Construction  Renresentatives.  Landlord's and Tenant's  representatives for
coordination of construction and approval of change ----------------------------
orders  will  be  as  follows,   provided  that  either  party  may  change  its
representative upon written notice to the other:

                 Institutional Equity Holdings, Inc.
                 5910 N. Central Expressway, Suite 1480
                 Dallas, Texas 75206

Re: Lease  Agreement  (the  "Lease")  dated August 18, 1999,  between  PremPlace
Limited   Partnership,   a  Delaware  limited  partnership   ("Landlord"),   and
Institutional   Equity  Holdings,   Inc.,  a  Nevada   corporation   ("Tenant").
Capitalized  terms  used  herein  but not  defined  shall be given the  meanings
assigned to them in the Lease.

                 Ladies and Gentlemen:

                          Landlord and Tenant agree as follows:

                          1.   Condition  of   Premises.   Tenant  has  accepted
                 possession  of  the  Premises   pursuant  to  the  Lease.   Any
                 improvements  required  by the tenns of the Lease to be made by
                 Landlord   have  been   completed  to  the  full  and  complete
                 satisfaction of Tenant in all respects except for the punchlist
                 items  described on Exhibit A hereto (the  "Punchlist  Items"),
                 and except for such Punchlist Items, Landlord has fulfilled all
                 of its  duties  under the Lease with  respect  to such  initial
                 tenant improvements.  Furthermore, Tenant acknowledges that the
                 Premises are suitable for the Permitted Use.

          2. Commencement Date, The Commencement Date of the Lease is
                                  -----------------

3. Exniration Date. The Term is scheduled to expire on the last day of the month
of the Term, which date ---------- ---- 6. Binding Effect: Governing Law. Except
as  modified  hereby,  the Lease shall  remain in full  effect and this  -------
------------------  --- letter  shall be binding  upon  Landlord  and Tenant and
their respective  successors and assigns. If any inconsistency  exists or arises
between the terms of this  letter and the terms of the Lease,  the terms of this
letter shall prevail.  This letter shall be governed by the laws of the state in
which the Premises are located.

         Please  indicate  your  agreement to the above  matters by signing this
letter in the space indicated below and returning an executed original to us.

Agreed and accepted:
                                   Sincerely,

                               JONES LANG LASALLE

By:
                                      Name:

                                     Title:

                 INSTITUTIONAL EQUITY HOLDINGS, INC.,

                 a Nevada corporation

                 By :
                          Robert A. Shuey, III,
4.       Chief Executive Officer


<PAGE>


                       FORM OF TENANT ESTOPPEL CERTIFICATE

                          The undersigned is the Tenant under the Lease (defined
                 below)  between_______________________  a ____________________,
                 as Landlord, and the undersigned as Tenant, for the Premises on
                 the  ___________  floor(s)  of the office  building  located at
                 ____________________,   __________   and   commonly   known  as
                 ___________________________ and hereby certifies as follows:

                          1. The Lease consists of the original Lease  Agreement
                 dated  as of  ___________,  199  between  Tenant  and  Landlord
                 predecessor-in-interest]   and  the  following   amendments  or
                 modifications thereto (if none, please state "none"):

                 The documents listed above are herein collectively  referred to
                 as the "Lease" and represent the entire  agreement  between the
                 parties with respect to the  Premises.  All  capitalized  terms
                 used herein but not defined shall be given the meaning assigned
                 to them in the Lease.

2. The Lease is in full force and effect and has not been modified, supplemented
or amended in any way except as provided in Section 1 above.

                          3. The Term commenced on  __________________,  199 and
                 the  Term   expires,   excluding   any  renewal   options,   on
                 _____________________,   200,  and  Tenant  has  no  option  to
                 purchase  all or any part of the  Premises or the  Building or,
                 except as  expressly  set  forth in the  Lease,  any  option to
                 terminate or cancel the Lease.

                          4. Tenant currently occupies the Premises described in
                 the Lease and Tenant has not transferred,  assigned,  or sublet
                 any portion of the  Premises  nor  entered  into any license or
                 concession  agreements  with respect  thereto except as follows
                 (if none, please state "none"):

                          5.  All  monthly   installments  of  Basic  Rent,  all
                 Additional  Rent  and all  monthly  installments  of  estimated
                 Additional Rent have been paid when due through _________.  The
                 current monthly installment of Basic Rent is $

                          6. All  conditions  of the  Lease to be  performed  by
                 Landlord necessary to the enforceability of the Lease have been
                 satisfied  and  Landlord  is  not  in  default  thereunder.  In
                 addition,  Tenant  has not  delivered  any  notice to  Landlord
                 regarding a default by Landlord thereunder.

7. As of the date hereof,  there are no existing defenses or offsets, or, to the
undersigned's  knowledge,  claims or any basis for a claim, that the undersigned
has against Landlord and no event has


<PAGE>


                 occurred and no  condition  exists,  which,  with the giving of
                 notice or the  passage  of time,  or both,  will  constitute  a
                 default under the Lease.

         8. No rental has been paid more than 30 days in advance and no security
deposit has been delivered to Landlord except as provided in the Lease.

         9. If Tenant is a corporation,  partnership  or other business  entity,
each individual  executing this Estoppel  Certificate on behalf of Tenant hereby
represents  and  warrants  that  Tenant is a duly  formed  and  existing  entity
qualified to do business in the state in which the Premises are located and that
Tenant has full  right and  authority  to  execute  and  deliver  this  Estoppel
Certificate and that each person signing on behalf of Tenant is authorized to do
so.

10. There are no actions  pending against Tenant under any bankruptcy or similar
laws of the United States or any state.

         11. Other than in compliance with all applicable laws and incidental to
the ordinary course of the use of the Premises,  the undersigned has not used or
stored any hazardous substances in the Premises.

         12. All tenant  improvement  work to be performed by Landlord under the
Lease has been  completed in accordance  with the Lease and has been accepted by
the  undersigned  and all  reimbursements  and allowances due to the undersigned
under the Lease in connection with any tenant improvement work have been paid in
full.

         Tenant acknowledges that this Estoppel  Certificate may be delivered to
Landlord,  Landlord's  Mortgagee or to a  prospective  mortgagee or  prospective
purchaser,  and their respective  successors and assigns,  and acknowledges that
Landlord,  Landlord's Mortgagee and/or such prospective mortgagee or prospective
purchaser  will be relying upon the  statements  contained  herein in disbursing
loan  advances  or  making a new loan or  acquiring  the  property  of which the
Premises are a part and that receipt by it of this certificate is a condition of
disbursing loan advances or making such loan or acquiring such property.

Executed as of                            , 199.
              ----------------------------


TENANT:

                                        a

By:
Name:.
Title:


<PAGE>



                                     PARKING

Tenant  shall use two reserved  designated  parking  spaces and 19  undesignated
parking  spaces in the parking  garage/area  associated  with the Building  (the
"Parking  Area during the initial  Term  subject to such terms,  conditions  and
regulations  as are from time to time  applicable to patrons of the Parking Area
at no additional cost to Tenant. Tenant may, by delivering written notice of its
election to do so, convert up to ten of the  undesignated  parking spaces in the
Parking Area to reserved  parking  spaces in the Parking Area during the initial
Term subject to such terms,  conditions and regulations as are from time to time
applicable to patrons of the Parking Area at a rate equal to $50.00 per reserved
vehicular  parldng  space  month  (plus  all  applicable   taxes).   Subject  to
availability, Tenant may, by delivering written notice of its election to do so,
convert additional  undesignated  parking spaces in the Parking Area to reserved
parking  spaces in the Parking  Area during the initial  Term at a rate equal to
$50.00 per  reserved  vehicular  parking  space per month.  If, for any  reason,
Landlord is unable to provide all or any portion of the parking  spaces to which
Tenant is entitled  hereunder,  then Tenant's  obligation to pay for such spaces
shall be  abated  for so long as  Tenant  does not  have the use  thereof;  this
abatement  shall be in full settlement of all claims that Tenant might otherwise
have  against  Landlord  because of  Landlord's  failure or inability to provide
Tenant with such parking spaces


<PAGE>



                                 RENEWAL OPTION

                          Provided  no Event of  Default  exists  and  Tenant is
                 occupying  the entire  Premises  at the time of such  election,
                 Tenant may renew this Lease for one  additional  period of five
                 years, by delivering  written notice of the exercise thereof to
                 Landlord  not earlier than 12 months nor later than nine months
                 before  the   expiration   of  the  Term.   On  or  before  the
                 commencement  date of the  extended  Term,  Landlord and Tenant
                 shall execute an amendment to this Lease  extending the Term on
                 the same terms provided in this Lease, except as follows:

                                  (a)     Basic Rent shall be adjusted to $24.00
per rentable square foot in the Premises;

                                  (b)  Landlord  shall  provide  a  construction
                          allowance  of $4.00 per  rentable  square  foot in the
                          Premises to be applied toward tenant improvements, and
                          Landlord   shall  not  provide  to  Tenant  any  other
                          allowances  (e.g.,   moving  allowance,   construction
                          allowance, and the like) or other tenant inducements;

                                  (c)     Tenant shall have no further renewal
option unless expressly granted by Landlord in writing; and

                                  (d) Tenant  shall pay for the  parking  spaces
                          which it is  entitled to use at the rates from time to
                          time charged to patrons of the Parking Area and/or any
                          other parking area associated with the Building during
                          the extended Term (plus all applicable taxes).

                          Tenant's  rights  under this Exhibit  shall  terminate
                 if(l)  this  Lease  or  Tenant's  right  to  possession  of the
                 Premises is terminated,  (2) Tenant assigns any of its interest
                 in this  Lease or sublets  any  portion  of the  Premises,  (3)
                 Tenant fails to timely  exercise its option under this Exhibit,
                 time being of the essence  with  respect to  Tenant's  exercise
                 thereof, or (4) Landlord determines, in its sole but reasonable
                 discretion,    that    Tenant's    financial    condition    or
                 creditworthiness has materially  deteriorated since the date of
                 this Lease Basic Rent shall be conditionally  abated during the
                 first 60 days of the Term.  Commencing with the 61st day of the
                 Term,  Tenant  shall  make  Basic Rent  payments  as  otherwise
                 provided in the Lease.  Notwithstanding such abatement of Basic
                 Rent  (a)  all  other  sums  due  under  the  Lease,  including
                 Additional Rent and Tenant's share of Taxes shall be payable as
                 provided in the Lease,  and (b) any increases in Basic Rent set
                 forth in the Lease shall occur on the dates scheduled therefor.

         The abatement  ofEasic Rent provided for in this Exhibit is conditioned
upon Tenant's full and timely  performance of all of its  obligations  under the
Lease. If at any time during the Term an Event of Default by Tenant occurs, then
the  abatement  of Basic Rent  provided for in this  Exhibit  shall  immediately
become void, and Tenant shall promptly pay to Landlord, in addition to all other
amounts  due to  Landlord  under this  Lease,  the full amount of all Basic Rent
herein abated.

                       SUBORDINATION, NON-DISTURBANCE AND

                              ATTORNMENT AGREEMENT

                          This  Subordination,   Non-Disturbance  and  Attomment
                 Agreement (this "AQreement"),  is entered into as of August 18,
                 1999, by and between  INSTITUTIONAL  EQUITY  HOLDINGS,  INC., a
                 Nevada  corporation  ("Tenant"),  having  an  office at 5910 N.
                 Central  Expressway,  Suite  1480,  Dallas,  Texas  75206,  and
                 BANKERS TRUST COMPANY  (successor-in-interest  to Bankers Trust
                 Company of  California,  N.A. and together with its  successors
                 and assigns, "Lender"), as Trustee under that certain Trust and
                 Servicing  Agreement  dated as of November 1, 1994,  for Kidder
                 Peabody  Mortgage  Acceptance  Corp. I,  Mortgage  Pass-Through
                 Certificates,  Series  1994-C3,  by and through GMAC Commercial
                 Mortgage  Corporation,  its Master  Servicer under said Pooling
                 and Servicing Agreement,  having an office at 650 Dresher Road,
                 Horsham, Pennsylvania 19044.

                                  WITNIESSETH:

                          Lender is now the owner and  holder of a deed of trust
                 or mortgage (the "Mort~a~e"), covering, among other things, the
                 real property  commonly  known and described as Premier  Place,
                 and further  described on Exhibit A attached  hereto and made a
                 part hereof for all purposes, and the building and improvements
                 thereon (collectively,  the "Mort~a~ed Pronerty"), securing the
                 payment of a loan (the "Loan") made by Lender to Landlord; and

                          Tenant  is the  owner  of  the  lessee's  or  tenant's
                 interest  under that certain Lease  Agreement  dated August 18,
                 1999 (the  "Lease"),  by and  between  Tenant  and  PRIEMIPLACE
                 LIMITED    PARTNERSHIP,    a   Delaware   limited   partnership
                 ("Landlord"),  as  landlord,  covering  7,059  square  feet  of
                 rentable area (the "Premises") in the improvements constituting
                 a part of the Mortgaged Property; and

                          Tenant and Lender  desire to enter into the  following
                 agreements  with  respect  to the  priority  of the  Lease  and
                 Mortgage; and

                          NOW,  THEREFORE,  for  and  in  consideration  of  the
                 premises and mutual covenants hereinafter set forth, Lender and
                 Tenant hereby agree as follows:

                          1. Defined Terms.  Capitalized terms used herein but
not defmed herein shall have the meanings given to such terms
                             ------- -----
                 in the Lease.

                          2.  Subordination.  Tenant  covenants  and agrees with
                 Lender that,  except as hereinafter set forth,  all of Tenant's
                 rights,  title and interest in and to the  Mortgaged  Property,
                 the  Premises,  the  Lease  and the  leasehold  estate  created
                 thereunder are and shall be subject,  subordinate  and inferior
                 to the lien and  security  interests of the Mortgage and to any
                 and all  increases,  renewals,  modifications,  extensions  and
                 substitutions thereof.

                 3.  Non-disturbance.  In the event of any foreclosure under the
                 Mortgage,  or  if  conveyance  or  transfer  of  the  Mortgaged
                 Property  shall  be  made  in lieu  of  foreclosure  (any  such
                 foreclosure  or conveyance  or transfer in lieu of  foreclosure
                 being herein collectively  referred to as "Foreclosure"),  then
                 the  Lease  shall  not  be  terminated  as  a  result  of  such
                 Foreclosure, but rather shall continue in full force and effect
                 in accordance  with the provisions  thereof,  and the rights of
                 Tenant  under  the  Lease  shall  not  be  interfered  with  or
                 disturbed  by any party  owning the  Mortgaged  Properly  or an
                 interest  therein as a result of such  Foreclosure,  or by such
                 party's   successors  and  assigns  (any  such  party  and  its
                 successors  and assigns  being  herein  called  "Such  Owner");
                 provided,  that Such Owner  shall not be (a) liable for any act
                 or omission  of, or subject to any rights or setoff,  claims or
                 defenses  otherwise  assertable  by Tenant  against,  any prior
                 owner of the Mortgaged Property (including, without limitation,
                 Landlord),  (b) obligated to complete the  construction  of any
                 improvements  under the Lease, (c) bound by any rents paid more
                 than one month in  advance to any prior  owner,  (d) liable for
                 any  security  deposit not paid over to Such Owner by Landlord,
                 or (e)  bound  by any  modification,  amendment,  extension  or
                 cancellation  of the  Lease  not  consented  to in  writing  by
                 Lender; and further provided,  that nothing herein shall negate
                 the right of Such Owner to  exercise  the rights and  remedies,
                 including termination of the Lease, of Landlord under the Lease
                 upon the  occurrence of an Event of Default by Tenant under the
                 Lease  and in  accordance  therewith  and as to  any  Event  of
                 Default  by  Tenant  under the  Lease  existing  at the time of
                 Foreclosure,  such  Foreclosure  shall not  operate to waive or
                 abate  any  action  initiated  by  Landlord  under the Lease to
                 terminate the same on account of such Event of Default.

                          4.  Attorument.  Tenant  agrees  that in the  event of
                 Foreclosure,  Tenant  will  attorn to Such  Owner,  and  Tenant
                 affirms  its  obligations  under  the  Lease to Such  Owner and
                 agrees to pay all rentals  and  charges  then due, or to become
                 due,  under the Lease to Such Owner,  all without change in the
                 terms or provisions of the Lease. Upon request by Such Owner or
                 Tenant,  Such Owner and Tenant  shall  execute  and  deliver an
                 instrument or instruments  confirming the  non-disturbance  and
                 attomment    herein   provided   for.   Tenant   agrees   that,
                 notwithstanding  any  contrary  provisions  of the  Lease,  the
                 liability  of Such  Owner and any  successor  or assign of Such
                 Owner shall be limited to his or its interest in the  Mortgaged
                 Property,  and no other  assets of Such Owner other than his or
                 its interest in the  Mortgaged  Properly,  shall be affected by
                 reason  of  any  liability  which  Such  Owner  or  his  or its
                 successor in interest may have under the Lease.

                         5.       Notices.
                                  -------

                                  (a) Tenant  covenants  and agrees  with Lender
                 that Tenant shall send to Lender at the address set forth below
                 a copy  of any  notice  of  default,  notice  of  intention  to
                 terminate or notice of termination  given by Tenant to Landlord
                 under  the  Lease,  and,  in the case of a notice  of  default,
                 Lender  shall  have the right to cure any such  default  on the
                 part of  Landlord  within the same  period  granted to Landlord
                 under the  Lease.  Tenant  agrees  to  accept  any such cure by
                 Lender to the same extent as if such cure had been  tendered or
                 performed by Landlord.

                                  (b) All notices, demands,  requests,  consents
                 and  approvals  which may or are required to be given by either
                 party to the owner under this Agreement shall be in writing and
                 shall be deemed given,  delivered and received  either (1) when
                 hand  delivered  (including  by a recognized  delivery  service
                 providing a receipt  therefor) or when received pursuant to any
                 delivery by telex, telefax,  telecopier,  telegram or overnight
                 mail  service,  or (2) the next business day following the date
                 deposited in the United  States mail,  certified or  registered
                 mail, postage prepaid, addressed in either case as follows:

                          If to Lender:   Bankers Trust Company

c/o GMAC Commercial Mortgage Corporation 650 Dresher Road
Horsham, Pennsylvania 19044

         Attention: Executive Vice President - Servicing Administration

 If to Tenant:                            Prior to the Term Commencement Date:
                                          -----------------------------------
                 Institutional Equity Holdings, Inc.
8214 Weschester, Suite 500
Dallas, Texas 75225
Attention: Mike Mosley or Robert Shuey, III

Telephone: _________________________ Telecopy: __________________________




After the Term Commencement Date:
----- --------------------- ----
Institutional Equity Holdings, Inc.
5910 N. Central Expressway, Suite 1480
Dallas, Texas 75206
Attention: Mike Mosley or Robert Shuey, Ill

Telephone: ____________________________ Telecopy: ___________________________




Each party may  designate  such other parties or addresses to which such notices
may be sent by  providing  notice of the same in  writing  to the  other  party,
effective 15 days from the date of such party or address  change notice is given
in accordance with this paragraph.

         6.  Payment of Rents.  If the Lender  notifies  the Tenant of a default
under the  Mortgage  and  demand is made that  Tenant pay its rent and all other
sums due under the Lease to Lender,  Tenant  shall honor such demand and pay its
rent and all other  sums due under the Lease  directly  to Lender or such  other
person as it is directed pursuant to such notice. In connection  therewith,  the
Landlord, by its execution of this Agreement hereby acknowledges and agrees that
in the event of a default under the  Mortgage,  the Tenant may pay all rents and
all of the sums due under the Lease  directly to the Lender or such other person
upon such notice from the Lender that the Landlord is in default.  If the Tenant
shall make  payments  to the Lender or such other  person  following  receipt of
notice that the Landlord is in default,  the Landlord  hereby  waives any claims
against  the Tenant for the  amount of such  payments  made by the Tenant to the
Lender or such other person.

         7.  Landlord's  Consent.  Landlord  is  joining  herein  solely for the
purpose of consenting  hereto and agreeing that Tenant may rely upon any and all
notices from Lender or Such Owner relating to the rights of Lender or Such Owner
hereunder or under the Mortgage or any related  assignment of leases in favor of
Lender.

         8.  Successors and Assigns.  This Agreement  shall be binding upon, and
inure to the benefit of, the parties hereto and their respective  successors and
assigns.  Upon  request  by Such Owner or  Tenant,  Such Owner and Tenant  shall
execute  and  deliver  an  instrument  or  instruments  further  confirming  the
nondisturbance and attornment provided for in this Agreement.

9.  Choice  of Law.  This  Agreement  shall  be  governed  by and  construed  in
accordance with the laws of the state
                                  --------- ---
in which the Mortgaged Property is located.

         IN WITNESS WHEREOF, the parties day and year firm above written.

                                     TENANT:

hereto have caused this Agreement to be duly executed the


INSTITUTIONAL EQUITY HOLDINGS, INC.,
a Nevada corporation

By:
                                      Name:

                                     Title:


<PAGE>





         Address: 5910 N. Central Expwy., Suite 1480 Dallas, Texas 75206


                        BANKERS TRUST COMPANY, as Trustee
                     By: GMAC COMMERCIAL MORTGAGE CORP., as
                                 Master Servicer

                                      By:.

                                      Name:

                                     Title:

                                 118 Welsh Road
                                Horsham, PA 19044
                         Attention: KPAC 1994 - C3 (QRP)



<PAGE>


         The foregoing Paragraph 7 thereof.

LANDLORD:

Agreement is hereby consented and agreed to by the undersigned as set forth in
PREMPLACE LIMITED PARTNERSHIP

By:      New Premplace Corp., its general partner

                                       By:

                                      Name:

                                     Title:


<PAGE>


COMMONWEALTH OF PENNSYLVANIA                    ss.
                                                  ss.
COUNTY OF MONTGOMERY                            ss.
Notary Public in and for the State of. My Commission Expires:


<PAGE>





         This instrument was acknowledged before me on ______________,  1999, by
_____________________  ___________  Vice President of GMAC  Commercial  Mortgage
Corporation,  a California  corporation,  in its capacity as Master Servicer for
________________________, on behalf of said corporation.

                                                 Notary Public in and for the
                                                 Commonwealth of Pennsylvania
                                                 My Commission Expires:


<PAGE>


March 3. 2000




Mr. Michael Vinez
Institutional Equity Corporation
5910 North Central Expressway

Suite 1480
Dallas, Texas 75206


Dear Michael:


Enclosed please find one (1) copy of the final Tenant Improvement Tracking Sheet
for the  Iiistitutional  Equity project that itemizes the cost for Construction,
Space Plans,  Engineering,  and Management Fees. As shown, the remaining balance
is $17,145.60.

Upon review and  approval  please  forward a check to  BT-PREMIPLACE  at 5910 N.
Central Expressway, Suite 1130, Dallas, Texas 75206 by March 10 2000.

In  addition,  I have not received  the  Acceptance  of Premises or the Estoppel
Certificate  that was delivered to your office in January.  Please  forward this
pertinent  information  with the  construction  check to may  attention  for the
Landlord file. After both Exhibits have been fully executed 1 will return one to
you for your records.

Should you have any questions please contact me at 214-891-6863.

Very trul yours,



Lori Sexton
Assistant General Manager
Leasing and Management

Jones Lang LaSalle Americas, Inc.


<PAGE>



[GRAPHIC OMITTED][GRAPHIC OMITTED]


<PAGE>


             ------------------------------------------------------------------
             ARCHON GROUP, L.P.
 ------------------------------------------------

             -----------------------------------------------------------------
             ITenant Improvements - Payment Requests Tracking Sheet

             -----------------------------------------------------------------
             Portfolio:   ARCHON GROUP, L.P. Tenant Name:  INSTITUTIONAL EQUITY
             ----------------------------------------------------------------
             -----------------------------------------------------------------
             Asset Number:   Suite Number:     1480
             ------------------------------------------------------------------
             ------------------------------------------------------------------
             Property Name:    PREMIER PLACE   Request Date:     03-Mar-DO
             -----------------------------------------------------------------
             -----------------------------------------------------------------
             Property Manager: LORI SEXTON       General   Dennehy & Associates
             ------------------------------------------------------------------
             ------------------------------------------------------------------
             Asset Manager:

             -----------------------------------------------------------------
             ----------------------------------------------------------------
                CommentsCheck Request Attached?      YES
             1.1. ALLOWANCE 7,509 rsf x $14.00=
             Invoice Copies Attached?            YES               $ 105,126.OO
             Lein Waivers Attached?              NO
             ----------------------------------------------------------------- -
             ----------------------------------------------------------------- -
             W-9 Attached?                 NO (Old Vendor)
             ---------------------------------------------------


             -------------------------------------------------------------
               Description Invoice Amount Tenant Balance Remaining

                                     Overage
<TABLE>
<S>                                                     <C>                  <C>                  <C>              <C>

             -------------------------------------------------------------
                                                                                                   $             105,126.00
             -------------------------------------------------------------------------------------------------------------
             -------------------------------------------------------------------------------------------------------------
             Interprise                              40443 09/03/$9            75.00                $          105,051,00
             -------------------------------------------------------------------------------------------------------------
             -------------------------------------------------------------------------------------------------------------
             Interprise                              41391 11/03/$9         5,729.76                $              99,321.24
             -------------------------------------------------------------------------------------------------------------
             -------------------------------------------------------------------------------------------------------------
             Schmidt&Stacy                           15903dt 11/0$/99       2,134.69                $              97,156.55
             -------------------------------------------------------------------------------------------------------------
             -------------------------------------------------------------------------------------------------------------
             Interprise                              41699 11/29/$9           289.20                $              96,897.35
             -------------------------------------------------------------------------------------------------------------
             -------------------------------------------------------------------------------------------------------------
             Dennehy                                  4188 11/29/$9       102,830.00                $              (5,932.65)
             -------------------------------------------------------------------------------------------------------------
             -------------------------------------------------------------------------------------------------------------
             Dennehy                                  5009 12/28/$9          1219.00                $              (7,151.65)
             -------------------------------------------------------------------------------------------------------------
             -------------------------------------------------------------------------------------------------------------
             Dennehy                                  5017 01/06/$000      11,561.00                $             (18,712.65)
             -------------------------------------------------------------------------------------------------------------
             -------------------------------------------------------------------------------------------------------------
             Interprise                               42172 01/06$2000      1,260.66                $             (19,973.31)
             -------------------------------------------------------------------------------------------------------------
             -------------------------------------------------------------------------------------------------------------
             B.J. Glass                              43 01/18    $        291.33                    $        (20,264.64)
             -------------------------------------------------------------------------------------------------------------
             -------------------------------------------------------------------------------------------------------------
             Credit for abandoned cable                          $                                  $        (19,014.64)
             -------------------------------------------------------------------------------------------------------------
             -------------------------------------------------------------------------------------------------------------
             Change order - Dennehy Add Bun Warmer               $        766.00                    $        (19,780.64)
             -------------------------------------------------------------------------------------------------------------
             -------------------------------------------------------------------------------------------------------------
             Change order - Dennehy Misc Electrical              $        337.00  $                 $        (20,117.64)
             -------------------------------------------------------------------------------------------------------------
             -------------------------------------------------------------------------------------------------------------
             Management Fees                                     $         6,262.18                 $       (26,379.82)
             -------------------------------------------------------------------------------------------------------------
             -------------------------------------------------------------------------------------------------------------
                                                                Less Check Paid                       $         9,234.22
                                                                ----------------------------------------------------------
                                                                ----------------------------------------------------------
                                                                Balance amount Payable                $          (17,145.60)
             -------------------------------------------------------------------------------------------------------------

</TABLE>