<PAGE>

                                                                    EXHIBIT 10.3

                               1700 PACIFIC AVENUE

                                  OFFICE LEASE

                                 BY AND BETWEEN

                            F/P/D MASTER LEASE, INC.

                                  AS LANDLORD,

                                       AND

                        SERVICE ASSET MANAGEMENT COMPANY

                                    AS TENANT

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                <C>
1.    Definitions and Basic Lease Provisions ...................................    1
2.    Leased Premises ..........................................................    4
3.    Lease Term ...............................................................    4
4.    Acceptance of Leased Premises ............................................    5
5.    Rent Payments ............................................................    5
6.    Electricity ..............................................................    6
7.    Services by Landlord .....................................................    8
8.    Service Interruptions ....................................................    9
9.    Operating Costs ..........................................................   10
10.   Security Deposit .........................................................   12
11.   Assignment and Subletting ................................................   12
12.   Repair and Maintenance by Tenant .........................................   15
13.   Alterations and Additions by Tenant ......................................   16
14.   Use and Occupancy ........................................................   18
15.   Mechanics' Liens - Tenant's Obligations ..................................   20
16.   Limitations on Liability of Landlord; Waiver .............................   21
17.   Tenant's Indemnification of Landlord: Assumption: Employees' Claims ......   22
18.   Tenant's Insurance .......................................................   23
19.   Landlord's Insurance .....................................................   24
20.   Rights Reserved by Landlord ..............................................   24
</TABLE>

                                                                          PAGE i
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<TABLE>
<S>                                                                                <C>
21.   Fire or Other Casualty ...................................................   27
22.   Condemnation .............................................................   27
23.   Taxes on Tenant's Property ...............................................   28
24.   Waiver of Subrogation ....................................................   29
25.   Surrender Upon Termination or Expiration; Holdover .......................   29
26.   Removal of Tenant's Property .............................................   30
27.   Events of Default ........................................................   31
28.   Landlord's Remedies ......................................................   32
29.   No Implied Waiver ........................................................   34
30.   Waiver by Tenant .........................................................   35
31.   Attorneys' Fees and Legal Expenses .......................................   35
32.   Subordination ............................................................   35
33.   Quiet Enjoyment ..........................................................   36
34.   Notice of Landlord's Default .............................................   37
35.   Rules and Regulations ....................................................   37
36.   Estoppel Certificate .....................................................   37
37.   Notices ..................................................................   37
38.   Hazardous Materials ......................................................   38
39.   Business Purpose .........................................................   39
40.   Severability .............................................................   39
41.   No Merger ................................................................   39
42.   Force Majeure ............................................................   40
</TABLE>

                                                                         PAGE ii

<PAGE>

<TABLE>
<S>                                                                                <C>
43.   Brokerage; Mutual Indemnities ............................................   40
44.   Gender ...................................................................   40
45.   Joint and Several Liability ..............................................   41
46.   No Representations .......................................................   41
47.   Entire Agreement; Amendments .............................................   41
48.   Paragraph Headings .......................................................   41
49.   Binding Effect ...........................................................   41
50.   Exhibits .................................................................   41
51.   Counterparts .............................................................   42
52.   Rental Tax ...............................................................   42
53.   Parking ..................................................................   42
54.   Tenant's Service Providers ...............................................   43
55.   Security Disclaimer ......................................................   43
56.   Intentionally Deleted ....................................................   44
57.   Relocation of the Leased Premises ........................................   44
58.   Limitation of Actions ....................................................   46
59.   Execution and Approval of Lease ..........................................   46
60.   Right of First Notice ....................................................   46
61.   Option to Extend Lease Term ..............................................   47
</TABLE>

                                                                        PAGE iii

<PAGE>

                                  OFFICE LEASE

      This Office Lease (this LEASE) is entered into as of May 20, 1998 (the
DATE OF THIS LEASE), by F/P/D Master Lease, Inc., a Texas corporation
(LANDLORD), and Service Asset Management Company, a North Carolina corporation
(TENANT).

1. DEFINITIONS AND BASIC LEASE PROVISIONS.

      Some of the basic provisions and defined terms of this Lease are as
follows:

PROJECT:                   1700 Pacific Avenue, Dallas, Texas, including the
                           LAND described on EXHIBIT B, the Building, the
                           On-Site Garage, the concourse, lobbies, plazas,
                           walkways, open spaces, landscaped areas, and similar
                           public areas located on, above, beneath or
                           immediately adjacent to the Land, and any truck
                           accessways, loading docks, or similar facilities
                           which serve the Building, the Off-Site Garage, and
                           the Building's interest in pedestrian tunnels,
                           skybridges or parking garages now or hereafter
                           connecting the Building to any building or garage
                           that may be located on any other block adjacent to or
                           nearby the block in which the Building is located.

BUILDING:                  The building located on the Land, known as 1700
                           Pacific Avenue, located at 1700 Pacific Avenue,
                           Dallas, Texas 75201.

LEASED PREMISES:           31,478 Rentable Square Feet as shown on EXHIBIT A.
                           Suite 1400 on Floor 14 of the Building and Suite 1500
                           on Floor 15 of the Building.

TENANT'S PROPORTIONATE     2.348%, determined by dividing the number of Rentable
SHARE:                     Square Feet contained in the Leased Premises by the
                           Total Building Area. The Tenant's Proportionate Share
                           shall change if the size of the Leased Premises
                           changes as a result of expansions, reductions, or
                           otherwise.

<PAGE>

TOTAL BUILDING AREA:       1,340,481 Rentable Square Feet.

MINIMUM RENT:              $      0.00 per month for months 1 through 6
                           $ 39,347.50 per month for months 7 through 42
                           $ 44,593.83 per month for months 43 through 66
                           $ 47,217.00 per month for months 67 through 90
                           $ 52,463.33 per month for months 91 through 126

RENT:                      The Minimum Rent and all other amounts payable by
                           Tenant to Landlord under this Lease, including
                           Tenant's Proportionate Share of Total Electricity
                           Costs for the Project and Excess Operating Costs.

COMMENCEMENT DATE:         June 1, 1998. (See Paragraph 3)

EXPIRATION DATE:           November 30, 2008. (See Paragraph 3)

LEASE TERM:                126 Months, ending on the Expiration Date.

BASE YEAR FOR OPERATING    Calendar year 1998.
COSTS:

TENANT'S BROKER:           Trinity Advisory Group, Inc.

LANDLORD'S BROKER:         Faison-Stone, Inc., a Texas corporation.

SECURITY DEPOSIT:          $ N/A

OFF-SITE GARAGE:           The approximately 1400 space parking garage on the
                           western end of the block bounded by Harwood, Pearl,
                           Main, and Elm Streets in Dallas, Texas.

ON-SITE GARAGE:            The approximately 300 space parking garage that is
                           part of the Building.

                                                                          PAGE 2
<PAGE>

PARKING:                   4 spaces (Reserved or Unreserved) in the On-Site
                           Garage, 27 Unreserved spaces in the Off-Site Garage,
                           and, subject to availability up to 60 additional
                           unreserved spaces in the Off-Site Garage on a
                           month-to-month basis. (See Paragraph 53)

PERMITTED USE:             General business offices.

TENANT PARTY(IES):         Tenant and its directors, shareholders, partners,
                           trustees, members, agents, contractors,
                           subcontractors, employees, licensees, servants, and
                           invitees and all persons and entities claiming
                           through any of these persons or entities.

Addresses for notices under this Lease:

      LANDLORD:            F/P/D Master Lease, Inc.
                           c/o Faison-Stone, Inc.
                           1700 Pacific Avenue, Suite 4500
                           Dallas, Texas 75201
                           Attention: M. Scott Ozymy
                           Fax: (214) 969-0384

      TENANT:              Service Asset Management Company
                           1700 Pacific Avenue, Suite 1400
                           Dallas, Texas 75201
                           Attention: William D. Gross
                           Fax: (214)________-______________

                           with a copy to:

                           Service Asset Management Company
                           6907 Capital of Texas Highway #230
                           Austin, Texas 78755-0800
                           Attention: Roger J. Engemoen, Jr.
                           Fax: (512) 231-8526

                                                                          PAGE 3
<PAGE>

2.    LEASED PREMISES.

      Landlord, in consideration of the Rent and the obligations of Tenant under
      this Lease, leases the Leased Premises to Tenant and Tenant leases the
      Leased Premises from Landlord, subject to the terms of this Lease. The
      number of RENTABLE SQUARE FEET in the Leased Premises and the Project is
      the square footage of the applicable portion of the Project, is stipulated
      for all purposes to be the number of Rentable Square Feet set forth in
      Section 1 and is binding on Landlord and Tenant subject to changes in the
      size of the Leased Premises.

3.    LEASE TERM.

      (a)   The Lease Term begins on the earliest to occur of: (1) the date
            Tenant occupies any part of the Leased Premises; (2) the
            Commencement Date; or (3) the Ready for Occupancy Date (defined
            below); and ends on the Expiration Date. Notwithstanding the
            foregoing, if the Ready for Occupancy Date occurs before May 22,
            1998, then the Lease Term shall begin on the earlier of (i) the date
            Tenant occupies any part of the Lease Premises or May 25, 1998, and
            if the Ready for Occupancy Date occurs on or after May 25, 1998 and
            before July 3, 1998, then the Lease Term shall begin on the earlier
            of (i) the date Tenant occupies any part of the Lease Premises, or
            (ii) July 3, 1998.

      (b)   Subject to Paragraph 3(c) below, if the Ready for Occupancy Date
            does not occur by the Commencement Date for any reason other than
            omission, delay, or default by any Tenant Party, Tenant's obligation
            to pay Rent does not commence until the Ready For Occupancy Date
            occurs and the Expiration Date is extended for a period of time
            equal to the time period beginning on the Commencement Date and
            ending on the day before the Ready for Occupancy Date. This
            abatement of Rent is Tenant's sole and exclusive remedy and is full
            settlement of all claims that Tenant has against Landlord by reason
            of the Leased Premises not being ready for occupancy by Tenant on
            the Commencement Date.

      (c)   If Tenant occupies any part of the Leased Premises before the
            Commencement Date or the Ready for Occupancy Date, as applicable,
            the Lease Term and Tenant's obligation to pay Rent commence on the
            date Tenant occupies the Leased Premises and the Expiration Date is
            126 months after the date on which Tenant's occupancy commences.
            Tenant is deemed to occupy the Leased Premises when Tenant takes
            possession of any part of the Leased Premises for any purpose,
            including placing furniture and installing Tenant's equipment in the
            Leased Premises.

      (d)   When the first day of the Lease Term is established pursuant to this
            Paragraph 3, Landlord shall prepare and Landlord and Tenant shall
            exchange a letter acknowledging that date and, if the Expiration
            Date changes under this Paragraph, the Expiration Date.

                                                                          PAGE 4
<PAGE>

      (e)   The READY FOR OCCUPANCY DATE is the earlier to occur of:

            (1)   the date that Landlord notifies Tenant that the City of Dallas
                  has approved the Leased Premises for occupancy; or

            (2)   the date the City of Dallas would have approved the Leased
                  Premises for occupancy but for delays caused by any Tenant
                  Party;

            provided, if Landlord performs any Additional Work (defined in
            EXHIBIT F), the Ready for Occupancy Date is deemed accelerated by
            the number of days in the Additional Work Period (defined in EXHIBIT
            F).

4.    ACCEPTANCE OF LEASED PREMISES.

      Tenant's occupancy of the Leased Premises is conclusive evidence that
      Tenant: (A) accepts the Leased Premises as suitable for the purposes for
      which they are leased; (B) accepts the Leased Premises and the Project as
      being in a good and satisfactory condition; and (C) waives any defects in
      the Leased Premises and the Project; provided, however, that by occupying
      the Lease Premises, Tenant shall not be deemed to have accepted or waived
      any defect therein about Tenant, in the exercise of reasonable care, could
      not have learned prior to occupying the Leased Premises.

5.    RENT PAYMENTS.

      (a)   The installment of Minimum Rent due for the seventh (7th) month of
            the Lease Term is payable by Tenant when this Lease is executed.
            Subsequent installments of Minimum Rent are payable by Tenant in
            advance on the first day of each calendar month during the Lease
            Term beginning on the first day of the eighth full calendar month
            after the Commencement Date (or the Ready for Occupancy Date, if
            applicable). Minimum Rent for any partial calendar month is prorated
            on a per diem basis.

      (b)   All Rent is payable by Tenant at the times and in the amounts
            specified in this Lease in legal tender of the United States of
            America to Landlord at the following address or to any other person
            or at any other address as Landlord may from time to time designate
            by notice to Tenant:

                            F/P/D Master Lease, Inc.
                            P.O. Box 844792
                            Dallas, Texas 75284-4792

      (c)   Rent is payable by Tenant without notice, demand, abatement,
            deduction, or set off. Tenant's obligation to pay Rent is
            independent of any obligation of Landlord under

                                                                          PAGE 5
<PAGE>

            this Lease. If any installment of Rent is not paid within 5 days
            after it is due, Tenant shall pay a late charge in an amount equal
            to 10% of the delinquent installment of Rent when it pays the
            delinquent installment. In addition, any Rent not paid when due (and
            which represents amounts not already specified as bearing interest
            under other provisions of this Lease) bears interest from the due
            date until the date paid at a rate (the INTEREST RATE) equal to the
            lesser of the highest rate allowable under applicable law or 18% per
            annum.

6.    ELECTRICITY.

      (a)   Landlord, subject to payment by Tenant as specified below, shall
            furnish electricity as follows:

            -     up to 2 watts per Rentable Square Foot in the Leased Premises
                  at 277 volts for lighting; and

            -     up to 1.25 watts per Rentable Square Foot in the Leased
                  Premises at 120 volts for office machines.

            If Tenant wants to use any office equipment or lighting that will
            cause Tenant's electricity requirements to exceed the specified
            levels or that will generate, excess heat, Tenant must give Landlord
            prior notice specifying Tenant's excess electricity requirements and
            the specific equipment that generates excess heat. If the excess
            electricity requirements can be supplied without, in Landlord's sole
            opinion, overloading the existing Building systems, or if the
            additional equipment necessary to supply Tenant's excess electricity
            requirements can be installed without, in Landlord's sole opinion,
            creating a dangerous condition in the Building, Landlord shall
            supply Tenant's excess electricity requirements and Tenant shall pay
            Landlord the cost of supplying the excess electricity requirements,
            including all installation costs, on demand as additional Rent.

      (b)   If Tenant's electricity use exceeds the specified limits, Landlord
            may, at its sole option, either:

            -     install separate submeter(s) for all or any part of the Leased
                  Premises and Tenant shall pay Landlord the installation cost
                  and the cost of the excess electricity as metered on demand as
                  additional Rent; or

            -     if Landlord does not elect to install separate submeter(s),
                  cause Landlord's engineer to determine the amount of excess
                  electricity to be allocated to Tenant based on the power
                  requirements of the equipment or lighting and Tenant shall pay
                  Landlord the cost of the excess electricity as reasonably
                  determined by Landlord's engineer on demand as additional
                  Rent.

                                                                          PAGE 6
<PAGE>

      (c)   If Tenant's electricity use exceeds the specified limits or any of
            Tenant's equipment generates excess heat, Landlord may also, at its
            sole option and without any obligation to do so, install
            supplemental air conditioning units in the Leased Premises to offset
            the heat-generating effect of Tenant's excess electricity usage and
            Tenant's equipment and Tenant shall pay Landlord the installation
            cost and the cost of operation, use, repair, and replacement of the
            supplemental air conditioning units on demand as additional Rent.

      (d)   The obligation of Landlord to furnish electricity is subject to the
            rules and regulations of the supplier of electricity and of any
            municipal or other governmental authority regulating the business of
            providing electricity. Landlord is not liable to any Tenant Party
            for any failure or defect in the supply or character of electricity
            furnished to the Leased Premises due to any requirement, act, or
            omission of the entity supplying electricity to the Project.

      (e)   Tenant shall pay to Landlord, without any set off or deduction,
            beginning on the Commencement Date, Tenant's Proportionate Share of
            Total Electricity Costs for the Project (defined below) incurred in
            the use, occupancy, and operation of the Project and all related
            improvements and appurtenances, including electricity used for
            heating and air-conditioning and perimeter lighting for the Project,
            net of Submetered Power (defined below).

      (f)   The term TOTAL ELECTRICITY COSTS FOR THE PROJECT means the total
            electricity cost charged to Landlord by the entity supplying
            electricity to the Building, and the Building's share of electricity
            costs charged for other portions of the Project, including taxes,
            but may not include any administrative fee or charge by Landlord.
            The term SUBMETERED POWER means all supplemental electricity that is
            separately submetered by Landlord and paid by tenants in the
            Building or that is separately tracked and calculated by Landlord's
            engineer and paid by tenants in the Building.

      (g)   If Landlord at any time elects to install submeters measuring
            electricity used in the Building or the Leased Premises, which may
            include submeters measuring electricity used for heating and cooling
            the Building or Leased Premises, then Tenant's Proportionate Share
            of those actual costs will be based on actual use as measured by the
            submeters, but, with any areas sharing a submeter being prorated on
            the basis that the area of the Leased Premises bears to the total
            area covered by the submeters.

      (h)   Landlord shall bill Tenant for Tenant's electricity charges under
            this Paragraph monthly and Tenant shall pay its electricity charges
            within 10 business days after receipt of each bill. Landlord shall
            bill Tenant for Tenant's electricity charge for the last full or
            partial month of the Lease Term as soon as practicable after the
            termination or expiration of this Lease and Tenant shall pay the
            bill within 10

                                                                          PAGE 7
<PAGE>

            business days after receipt. Tenant's obligation to pay the bill
            survives the termination or expiration of the Lease.

7.    SERVICES BY LANDLORD.

      Landlord shall maintain the Building, the On-Site Garage, the Off-Site
      Garage and all common areas (exclusive of those portions of the Lease
      Premises Tenant is obligated to maintain hereunder) in accordance with
      standards customarily followed in the maintenance of first-class buildings
      comparable to the Building in the downtown Dallas central business
      district. Landlord, subject to payment by Tenant as specified below, shall
      furnish the following services for the Leased Premises:

      -     air conditioning, both heating and cooling (as required by the
            seasons), from 8:00 a.m. to 6:00 p.m. on weekdays and on Saturdays
            from 8:00 a.m. to 1:00 p.m., except on Holidays (as defined below)
            (the HVAC Standard Hours) amounts as are in the sole judgment of
            Landlord reasonably required for comfortable use and occupancy under
            normal business operations. Circulating air is not available other
            than through the Building's HVAC system. If Tenant requires HVAC
            services at any time other than HVAC Standard Hours, Landlord shall
            furnish after-hours HVAC service for the times specified in a
            request by Tenant received by the Project manager before 2:00 p.m.
            on the business day the extra usage is required. Requests received
            after that deadline will be handled in accordance with Landlord's
            Building Policies in effect at the time. Tenant acknowledges receipt
            of a copy of the current Building Policies. Landlord may make
            changes in the Building Policies and the changes become effective
            when a copy of the revised Building Policies is delivered to Tenant.
            Tenant shall pay Landlord as additional Rent for extra service
            within 5 days after receipt of a bill therefor the greater of (A)
            the actual cost of the extra service [if more than one tenant has
            requested and is furnished after-hours HVAC service for the same
            hour(s) the charge will be prorated if reasonably possible], or (B)
            $50 per hour per floor (whole or partial) of after-hours HVAC
            service. HOLIDAYS are New Year's Day, Memorial Day, Independence
            Day, Labor Day, Thanksgiving, and Christmas. BUSINESS DAYS are
            weekdays other than Holidays.

      -     cold water (at the normal temperature of the water supply to the
            Building) for lavatory and toilet purposes, water for drinking
            purposes, and hot water (from the regular Building supply at
            prevailing temperatures) for lavatory purposes to restrooms located
            in the core area of the Building only, all water service to be at
            supply points provided for general use of tenants of the Building
            through fixtures installed by Landlord, or by Tenant with Landlord's
            prior consent;

      -     janitor and maid service to the Leased Premises in accordance with
            Exhibit G on days other than Fridays, Saturdays, and Holidays;

                                                                          PAGE 8
<PAGE>

      -     window washing and wall cleaning as determined by Landlord in its
            reasonable discretion;

      -     operator-less passenger elevators for ingress and egress to and from
            the floor(s) on which the Leased Premises are located (provided,
            Landlord may reasonably limit the number of elevators to be in
            operation on Saturdays, Sundays, and Holidays) and freight elevator
            service in common with other tenants but only when scheduled through
            the Project manager;

      -     common area rest room facilities; and

      -     electric lighting for all common areas and special service areas of
            the Building in the manner and to the extent deemed by Landlord to
            be reasonable and standard, including replacement of florescent
            light tubes in Building standard light fixtures.

      BUILDING STANDARD HOURS are weekdays, excluding Holidays, from 8:00 a.m.
      to 6:00 p.m. Landlord may lock the Buildings at all times other than
      during Building Standard Hours; provided, however, that Tenant shall at
      all times have access to the Leased Premises by keys, magnetic cards, or
      other access device provided by Landlord in accordance with this Lease,
      subject to reasonable access control measures instituted by Landlord after
      Building Standard Hours.

8.    SERVICE INTERRUPTIONS.

      (a)   Landlord does not warrant that the services provided by Landlord
            will be free from any slow-down, interruption, or stoppage by
            governmental bodies, regulatory agencies, utility companies, and
            others supplying services or caused by the maintenance, repair,
            replacement, or improvement of any equipment involved in the
            furnishing of the services or caused by changes of services,
            alterations, strikes, lock-outs, labor controversies, fuel
            shortages, accidents, acts of God, the elements, or other causes
            beyond the reasonable control of Landlord. Landlord shall use due
            diligence to resume the service upon any slowdown, interruption, or
            stoppage.

      (b)   No slow-down, interruption, or stoppage of the services may be
            construed as an eviction, actual or constructive, of Tenant or cause
            an abatement of Rent or in any manner or for any purpose relieve
            Tenant from its obligations under this Lease. Landlord is not liable
            for damage to persons or property, or in default under this Lease,
            as a result of any slow-down, interruption, or stoppage.

      (c)   Notwithstanding the foregoing, if there occurs an interruption in
            HVAC, electricity, water or elevator services ("ESSENTIAL
            SERVICES"), such interruption is not caused by Tenant or a Tenant
            Party, such interruption renders at least 50% of the Leased Premises
            untenantable, and such interruption continues to render at least 50%
            of the

                                                                          PAGE 9
<PAGE>

            Lease Premises untenantable for (i) 5 consecutive business days if
            caused by Landlord's negligence or willful misconduct, or (ii) 30
            consecutive days if not caused by Landlord's negligence or willful
            misconduct, then Rent shall abate as to that portion of the Leased
            Premises rendered untenantable from the 6th consecutive business day
            or the 31st day, as the case may be, of such interruption and for as
            long as such interruption continues thereafter. The foregoing
            remedies shall be Tenant's sole and exclusive remedies with respect
            to interruption of services.

9.    OPERATING COSTS.

      (a)   The term OPERATING COSTS means those expenses (other than expenses
            for electricity) directly incurred in the management, operation,
            maintenance, repair, and security of the Project, including but not
            limited to the cost of all utilities, building supplies, janitorial
            service, maintenance, repairs, fire and extended coverage, public
            liability, and other insurance costs, all labor and employee benefit
            costs (including wages, salaries, and fees of all personnel engaged
            in the management, operation, maintenance, repair, and security of
            the Project), ad valorem taxes and assessments (both regular and
            special), costs that reduce operating expenses or are required to
            meet Applicable Laws [defined in Paragraph 14(a)], management fees,
            consulting fees, legal fees, accounting fees, the Building's share
            of fees, charges, taxes, expenses and other amounts due in
            connection with pedestrian tunnels, pedestrian skybridges,
            parking-garages, City of Dallas property required to be maintained
            or operated by Landlord, and other elements of the Project or other
            facilities that benefit the Building, and the fair market rental of
            the Project managers' offices, together with payments or credits
            Landlord makes to any tenant or tenants in the Project in lieu of
            Landlord providing any of the services or paying for any of the
            costs. If for any time period in question the Project is less than
            95% occupied, Landlord shall increase Operating Costs as though the
            Project were 95% occupied.

      (b)   The term EXCESS OPERATING COSTS means the amount by which the
            Operating Costs for any calendar year after the Base Year exceed the
            Operating Costs for the Base Year. Landlord shall calculate
            Operating Costs and Excess Operating Costs on a Rentable Square Foot
            basis by dividing the aggregate costs by the Total Building Area. If
            the amount of ad valorem taxes and assessments for the Base Year is
            subsequently modified, the modified amount is deemed to be the ad
            valorem taxes and assessments for the Base Year and is substituted
            for the original amount of taxes and assessments in the calculation
            of Operating Costs for the Base Year.

      (c)   If there are Excess Operating Costs for any calendar year, Tenant
            shall pay to Landlord as additional Rent an amount equal to the
            product of the Excess Operating Costs (on a Rentable Square Foot
            basis) multiplied by the number of Rentable Square Feet in the
            Leased Premises. If the amount of ad valorem taxes and assessments
            for the Base Year is reduced under subparagraph (b), Tenant shall
            pay to Landlord as

                                                                         PAGE 10
<PAGE>

            additional Rent any underpayment in Excess Operating Costs resulting
            from the recalculation of the Operating Costs for the Base Year
            within 30 days after delivery of any invoice therefor.

      (d)   On or before December 1 of the Base Year and each subsequent
            calendar year, Landlord shall deliver to Tenant Landlord's
            reasonable estimate of the Excess Operating Costs for the next
            calendar year. Tenant shall pay to Landlord monthly as additional
            Rent, in advance on or before the first day in each succeeding
            calendar month, an amount equal to one twelfth (l/12th) of the
            product of the number of Rentable Square Feet in the Leased Premises
            times Landlord's estimated Excess Operating Costs for the applicable
            calendar year. Landlord may adjust its estimate by notice to Tenant
            at any time during the applicable calendar year if actual Excess
            Operating Costs are substantially different from the estimate, and
            thereafter payments by Tenant under this Paragraph adjust
            accordingly. The term CALENDAR YEAR includes partial calendar years.

      (e)   No later than July 1 of each calendar year, Landlord shall deliver
            to Tenant a statement (EXCESS OPERATING COSTS STATEMENT) certified
            by an authorized representative of Landlord setting out in
            reasonable detail the actual Excess Operating Costs for the prior
            calendar year. If the estimated payments made by Tenant during the
            prior calendar year exceed Tenant's share of actual Excess Operating
            Costs for that year, Landlord shall credit the difference against
            the next ensuing installments of estimated payments by Tenant under
            this Paragraph. If the estimated payments made by Tenant during the
            prior calendar year under this Paragraph are less than Tenant's
            share of the actual Excess Operating Costs for that year, Tenant
            shall pay the amount of the difference to Landlord in cash within 30
            days after delivery of any invoice therefor by Landlord accompanied
            by a statement of the actual Excess Operating Costs for that year as
            additional Rent.

      (f)   Notwithstanding the foregoing, Operating Costs that are controllable
            (which excludes electricity, taxes, utilities and insurance) shall
            not increase, on a cumulative compounded basis by more than eight
            percent (8%) per year during the Lease Term.

      (g)   If Operating Costs for any calendar year (other than taxes, utility
            or insurance) increase by more than 5%, Tenant, at its expense, may
            inspect, audit, and copy Landlord's books and records concerning the
            applicable Excess Operating Costs Statement at Landlord's Project
            Manager's offices during normal office hours within 6 months after
            the date of the Excess Operating Costs Statement by giving Landlord
            at least 30 days' prior notice. Tenant may not be in Landlord's
            Project Manager's offices for more than a total of 5 business days.
            Tenant shall make reasonable efforts to minimize any disruption to
            Landlord's business while in Landlord's project manager's offices.
            Landlord will use reasonable efforts to cooperate with the conduct

                                                                         PAGE 11
<PAGE>

            of such audit. Tenant shall deliver to Landlord a copy of the audit
            within 10 days after it is finalized.

            -     If Tenant disputes any Excess Operating Costs Statement as a
                  result of its audit and Landlord does not contest the accuracy
                  of Tenant's dispute, within 10 business days after demand,
                  Landlord shall reimburse Tenant the amount of any overpayment
                  or Tenant shall pay Landlord the amount of any underpayment,
                  together with interest thereon from the date due until paid at
                  the Interest Rate. If Landlord contests the results of
                  Tenant's audit, Landlord and Tenant shall use reasonable
                  efforts to resolve their differences. If Landlord and Tenant
                  are unable to resolve their differences after using reasonable
                  efforts, then, prior to the institution of legal action,
                  Landlord and Tenant agree to attempt to resolve such dispute
                  by participating in non-binding mediation. If Tenant retains a
                  third party (AUDITOR) to audit any Excess Operating Costs
                  Statement, the Auditor must be a nationally recognized
                  accounting firm that is not being compensated by Tenant on a
                  contingency fee basis. Prior to conducting an audit, Tenant
                  and any Auditor shall execute Landlord's standard form of
                  confidentiality agreement relating to the audit.

            -     Tenant may not conduct an audit of any Excess Operating Costs
                  Statement if Tenant is in default under this Lease at the time
                  Tenant delivers its notice to Landlord requesting the audit or
                  at the time the audit would be conducted. Except for
                  Affiliate, as hereinafter defined, sublessees or assignees, no
                  subtenant may conduct an audit and no assignee may conduct an
                  audit for any period during which the assignee was not in
                  possession of the Leased Premises.

10.   SECURITY DEPOSIT. Intentionally Deleted.

11.   ASSIGNMENT AND SUBLETTING.

      (a)   Tenant may not, without Landlord's prior written consent, except as
            specified in subparagraph 11(i) below; (1) assign or transfer this
            Lease or any interest therein; (2) permit any assignment of this
            Lease or any interest therein by operation of law; (3) sublet the
            Leased Premises or any part thereof; (4) grant any license,
            concession, or other right of occupancy of any portion of the Leased
            Premises; (5) mortgage, pledge, or otherwise encumber its interest
            in this Lease; or (6) permit the use of the Leased Premises by any
            parties other than Tenant and its employees. Landlord's consent to
            any assignment, subletting, or reorganization is not a waiver of
            Landlord's right to approve or disapprove any subsequent assignment,
            subletting, or reorganization. Tenant and any guarantor of Tenant's
            obligations under this Lease (GUARANTOR, whether one or more) shall
            remain jointly and severally liable for the

                                                                         PAGE 12
<PAGE>

            payment of Rent and performance of all other obligations under this
            Lease after any assignment or subletting. If Tenant is a
            partnership, Tenant, Guarantor, and the general partners of Tenant
            prior to its reorganization shall remain jointly and severally
            liable for the payment of Rent and performance of all other
            obligations under this Lease after any reorganization.

      (b)   If an Event of Default (defined in Paragraph 27) occurs while the
            Leased Premises or any part thereof are assigned or sublet,
            Landlord, in addition to any other remedies under this Lease or
            provided by law, may at its option collect directly from the
            assignee or sublessee all rents payable to Tenant under the
            assignment or sublease and apply the rent against any sums due to
            Landlord under this Lease. Tenant authorizes and directs any
            assignee or sublessee to make payments of rent directly to Landlord
            upon receipt of notice from Landlord. No direct collection of rent
            by Landlord from any assignee or sublessee is a novation or a
            release of Tenant or Guarantor from the performance of their
            obligations under this Lease or under any guaranty executed by
            Guarantor. Receipt by Landlord of rent from any assignee, sublessee,
            or occupant of the Leased Premises is not a waiver of the covenant
            against assignment and subletting or a release of Tenant or
            Guarantor.

      (c)   If Tenant wants to assign or sublease all or part of the Leased
            Premises, it shall deliver a notice to Landlord specifying the name
            of, financial information for, and the nature of the business of the
            proposed assignee or subtenant, and the proposed effective date of
            the assignment or sublease. Tenant may not assign or sublease all or
            any part of the Leased Premises at any time when Tenant is in
            default under this Lease, whether or not an Event of Default has
            occurred.

      (d)   Landlord has a period of 20 days from receipt of Tenant's notice to
            notify Tenant that Landlord elects, in Landlord's sole discretion,
            to:

            (1)   terminate this Lease as to the space that is the subject of
                  Tenant's notice as of the date specified by Tenant, and if
                  more than thirty percent (30%) of the Leased Premises, whether
                  through one or more transactions, will be subject to
                  assignments or subleases as a results of the proposed sublease
                  or assignment, Landlord shall have the right to terminate the
                  Lease in its entirety;

            (2)   consent to the assignment or sublease; provided, if the rent
                  payable to the Tenant by the sublessee is greater than the
                  Minimum Rent, fifty percent (50%) of the excess rent is
                  payable by Tenant as additional Rent to Landlord on the same
                  dates Tenant pays Minimum Rent; or

            (3)   refuse to consent to Tenant's assignment or sublease of that
                  space and to continue this Lease in effect.

                                                                         PAGE 13
<PAGE>

            If Landlord does not notify Tenant of Landlord's election within the
            20-day period, Landlord is deemed to elect option (3).

      (e)   Any change in a majority of the voting rights or other control
            rights of Tenant is an assignment for purposes of this Paragraph, If
            Tenant is a partnership, then any transfer of a general partnership
            interest is an assignment for purposes hereof.

      (f)   As a condition to the effectiveness of each assignment or
            subletting, and whether or not Landlord's prior consent is required
            for the assignment or subletting, Tenant shall pay to Landlord its
            reasonable administrative and legal costs in connection therewith,
            not to exceed $1,000.

      (g)   Any attempted assignment or sublease by Tenant or any attempted
            reorganization of Tenant in violation of the terms of this Paragraph
            is void.

      (h)   Tenant may not enter into any sublease, license, concession or other
            agreement for any use, occupancy or utilization of the Leased
            Premises that provides for a rental or other payment for the use,
            occupancy, or utilization based in whole or in part on the net
            income or profits derived by any person from the premises so leased,
            used, occupied, or utilized.

      (i)   Tenant may, without the prior consent of Landlord, sublet all or any
            part of the Leased Premises to an Affiliate (defined below), or
            assign this Lease to an Affiliate, so long as (i) Tenant provides
            Landlord a copy of the sublease or the assignment within 10 days
            after its execution, (ii) the transaction was not entered into as a
            subterfuge to avoid the obligations and restrictions of this Lease,
            (iii) the assignee or sublessee is engaged in a business customarily
            acceptable for a tenant in a first-class high-rise building in
            Dallas, Texas, (iv) the assignee's or sublessee's proposed use of
            the Leased Premises does not violate this Lease, and (v) the
            assignee's or sublessee's net worth, creditworthiness and financial
            standing is equal to or better than Tenant's as of the date of such
            assignment or sublease. Landlord has no obligation to recognize an
            Affiliate as the tenant under this Lease unless Landlord timely
            receives a complete copy of the assignment or sublease. Tenant and
            Guarantor remain jointly and severally liable for the payment of
            Rent and performance of all other obligations under this Lease after
            any assignment or subletting to an Affiliate. The term AFFILIATE
            means any entity that acquires all or part of Tenant, or that is
            acquired in whole or in part by Tenant, or which entity controls,
            directly or indirectly, Tenant. For purposes of this subparagraph,
            CONTROL means the possession, directly or indirectly, of the power
            to direct or cause the direction of the management and policies of a
            corporation, whether through the ownership of voting securities or
            by contract or otherwise.

                                                                         PAGE 14
<PAGE>

      (j)   If Landlord exercises its termination right set forth in
            subparagraph 11(d)(l) above, the number of reserved (if any) and
            unreserved parking spaces allocated to Tenant reduces
            proportionately, effective as of the date of termination.

      (k)   Notwithstanding the foregoing, Landlord will not unreasonably
            withhold its approval of an assignment of this Lease or a sublease
            of a portion of the Leased Premises so long as the following
            conditions are satisfied: (i) the assignee or sublessee is of a kind
            and type and has a net worth and creditworthiness comparable to
            other tenants customarily found in or comparable with first-class
            office buildings in the downtown Dallas central business district
            comparable to the Building; (ii) the assignee or sublessee is
            engaged in a business customarily acceptable for a tenant in a
            first-class office building in the downtown Dallas central business
            district comparable to the Building; (iii) the assignee's or
            sublessee's proposed use of the Leased Premises does not violate
            this Lease or any restriction applicable to the Building; (iv) at
            the time of such assignment or subletting, this Lease is in full
            force and effect and there is no uncured Event of Default; (v) the
            assignee or sublessee shall not use the Leased Premises or the
            Building in a manner that adversely interferes with, burdens the use
            of or otherwise increases the use of the public areas of the
            Project, any Building system, or the use of the elevators or any
            Building system; and (vi) in no event shall the following be
            considered as suitable assignees or sublessees under this Lease: any
            governmental body, agency or bureau (of the United States, any
            state, county, municipality or any subdivision thereof); any foreign
            government or subdivision thereof; any health care professional or
            health care service organization; schools or similar organizations;
            employment agencies; radio, television or other communication
            stations; restaurants; and retailers offering retail services from
            the Leased Premises.

      (l)   Notwithstanding the giving by Landlord of its consent to any
            sublease or assignment with respect to the Leased Premises, no
            sublessee or assignee may exercise any renewal options, expansion
            options, rights of first offer or similar rights under this Lease
            except in accordance with a separate written agreement entered into
            directly between such sublessee or assignee and Landlord, provided
            Tenant continues to be liable for the performance of all obligations
            hereunder, as increased or otherwise affected by the exercise of
            such rights. Tenant may not exercise any renewal options, expansion
            options, rights of first offer or similar rights under this Lease if
            Tenant has assigned any portion of its interest in this Lease or
            subleased any portion of the Leased Premises.

12.   REPAIR AND MAINTENANCE BY TENANT.

      (a)   Except for those repairs and maintenance obligations required to be
            undertaken by Landlord as expressly provided in this Lease, Tenant
            shall keep the Leased Premises [including, without limitation,
            Standard Improvements and Tenant Improvements

                                                                         PAGE 15
<PAGE>

            (both as defined in Exhibit F)] and all fixtures installed by or on
            behalf of Tenant in good and tenantable condition. Tenant shall
            promptly make all necessary non-structural repairs and replacements
            to its fixtures and Tenant Improvements, all at Tenant's expense,
            under the supervision and with the approval of Landlord. All repairs
            and replacements must be equal in quality and class to the original
            work. Without diminishing this obligation of Tenant, if Tenant fails
            to make any repairs and replacements within 15 days after the
            occurrence of the damage or injury, Landlord may at its option make
            the repairs and replacements and Tenant shall pay Landlord on demand
            as additional Rent the costs incurred by Landlord plus an
            administrative fee equal to 10% of the costs; provided, however,
            that with respect to any repair which reasonably requires more than
            15 days to complete, Landlord shall not have the right to make such
            repair or replacement as long as Tenant commences such repair within
            such 15 day period and thereafter diligently pursues such repair to
            completion.

      (b)   Tenant shall pay the cost of repairs and replacements due to damage
            or injury to the Project or any part thereof caused by any Tenant
            Party or by any malfunction or misuse of any equipment installed by
            or on behalf of Tenant. This amount is payable by Tenant to Landlord
            on demand as additional Rent, plus interest at the Interest Rate
            from the date of payment by Landlord until paid by Tenant. If Tenant
            requests Landlord to perform any maintenance or repairs to the
            Leased Premises, over and above the services required to be
            performed by Landlord pursuant to Paragraph 7, Tenant shall pay the
            actual cost thereof, plus an administrative fee equal to 10% of the
            actual cost thereof, to Landlord as additional Rent within 5
            business days after demand.

      (c)   Tenant also shall pay the actual cost, plus an administrative fee
            equal to 10% of the actual cost thereof, to Landlord as additional
            Rent within 5 days after demand, of replacing fluorescent light
            tubes in Building standard light fixtures located in the Leased
            Premises.

13.   ALTERATIONS AND ADDITIONS BY TENANT.

      (a)   Tenant may not make or permit any alterations, improvements, or
            additions in or to the Leased Premises or the Project without
            Landlord's prior consent. Provided Tenant has notified Landlord in
            writing at least 10 days prior to the commencement of any such work
            within the Leased Premises, Landlord will not unreasonably withhold
            its approval of non-structural alterations or physical additions to
            the Leased Premises which cost $10,000 or less in each case subject
            to the following limitations: (i) such alterations and additions
            will not impair the structural integrity of the Building, (ii) such
            alterations and additions will not affect the mechanical,
            electrical, plumbing, heating, air-conditioning or ventilation
            systems of the Leased Premises, (iii) such alterations and additions
            are accomplished in a good and workmanlike

                                                                         PAGE 16
<PAGE>

            manner and in accordance with all applicable governmental
            requirements, (iv) such alterations and additions are not visible
            from outside the Leased Premises, and (v) Tenant obtains all
            applicable governmental permits and approvals required in connection
            with such alterations and additions. All alterations, additions, and
            improvements made to, or fixtures or other improvements placed in or
            upon, the Leased Premises, whether temporary or permanent in
            character, by either party (except only Tenant's movable trade
            fixtures, office furniture, and equipment) are a part of the Project
            and are the property of Landlord when they are placed in the Leased
            Premises without compensation to Tenant. Alterations, improvements,
            and additions in and to the Leased Premises requested by Tenant must
            be made in accordance with complete and accurate plans and
            specifications and construction documents [including, without
            limitation, complete mechanical, electrical and plumbing (MEP)
            requirements] prepared by Tenant and approved in advance by
            Landlord. All work must be performed at Tenant's expense either by
            Landlord or by contractors and subcontractors approved in advance by
            Landlord. If the work is not performed by Landlord, then all work
            performed by Tenant's contractors and subcontractors is subject to
            the following conditions:

            (1)   Each contractor and subcontractor must deliver evidence
                  satisfactory to Landlord that the insurance specified on
                  EXHIBIT D is in force prior to commencing work.

            (2)   Tenant shall ensure that all workers are cooperative with
                  Project personnel and comply with all Project Rules and
                  Regulations.

            (3)   Tenant must deliver to Landlord evidence that Tenant has
                  obtained all necessary governmental permits and approvals for
                  the improvements or alterations prior to starting any work.

            (4)   All construction must be done in a good and workmanlike manner
                  and is subject to approval by Landlord during and after
                  construction to determine compliance with the approved plans
                  and specifications and construction documents, in its sole
                  discretion.

            (5)   Lien releases from each contractor and subcontractor must be
                  submitted to Landlord within 5 days after completion of the
                  work performed by the contractor or subcontractor.

            (6)   Within 30 days after completion of any improvements or
                  alterations, Tenant, at its cost, shall deliver to Landlord 2
                  reproducible copies of "as-built" plans and specifications
                  (1/8" scale) for each floor where alterations or improvements
                  were made.

                                                                         PAGE 17
<PAGE>

            All changes to the plans and specifications and construction
            documents are also subject to Landlord's prior approval.

      (b)   Tenant must use Landlord's fire protection contractor and must
            either (1) use Landlord's MEP engineer to prepare the MEP portions
            of the plans and specifications and construction documents, or (2)
            reimburse the cost of one review by Landlord's MEP engineer of the
            plans and specifications and the construction documents. Landlord
            shall cause its fire protection contractor and MEP engineer to
            perform the work for Tenant at Landlord's contracted rates.

      (c)   All alterations and improvements by Tenant must comply with all
            Applicable Laws. Tenant and its consultants must coordinate any
            alterations or additions relating to compliance with Access Laws
            with Landlord and Landlord's Access Law compliance plan for the
            Project in preparing the plans and specifications and construction
            documents. If Tenant's alterations or additions to the Leased
            Premises or the manner in which Tenant uses the Leased Premises
            cause Landlord to make any alterations or improvements to the
            Project to comply with the provisions of the Americans With
            Disabilities Act of 1990 (as amended), the Texas Architectural
            Barriers Act (as amended) [Tex. Rev. Civ. Stat. Ann. Art. 9102], and
            any similar law, rule or regulation relating to access by disabled
            persons to the Leased Premises or the Project (collectively, ACCESS
            LAWS), Tenant shall reimburse Landlord for the cost of the
            alterations or improvements upon demand as additional Rent. Neither
            Landlord's approval of Tenant's plans and specifications for the
            alterations or improvements nor Landlord's acceptance of Tenant's
            as-built plans is a confirmation or agreement by Landlord that the
            improvements and alterations comply with Applicable Laws.

      (d)   Within 30 days after Tenant installs any telephone or data cables,
            whether or not in connection with an alteration or addition to the
            Leased Premises, Tenant, at its cost, shall deliver to Landlord 2
            reproducible copies of "as-built" plans and specifications (1/8 "
            scale) showing the location of the telephone and data cables.

      (e)   As between Landlord and Tenant, for purposes of the insurance
            requirements of Paragraph 18, Tenant has an insurable interest in
            all of the Tenant Improvements and alterations made by Tenant in the
            Leased Premises, but all of the Tenant Improvements and alterations
            shall be surrendered to Landlord with the Leased Premises upon the
            expiration or earlier termination of the Lease as set forth in
            Paragraph 25 of the Lease.

14.   USE AND OCCUPANCY.

      (a)   The Leased Premises may be used and occupied by Tenant only for
            general business offices and incidental uses and for no other
            purpose without Landlord's prior consent, in its sole discretion.
            Tenant shall use and maintain the Leased Premises in a clean,

                                                                         PAGE 18
<PAGE>

            careful, safe, and proper manner and shall comply with all laws,
            ordinances, orders, rules, and regulations of all governmental
            bodies (state, federal, and municipal) applicable to or having
            jurisdiction over the use, occupancy, operation, and maintenance of
            the Leased Premises and the Project, including without limitations
            all applicable environmental laws and the Access Laws (those laws,
            ordinances, orders, rules, decisions, and regulations being called
            APPLICABLE LAWS).

      (b)   Tenant may not deface or injure the Leased Premises or the Project
            or any part thereof or overload the floors of the Leased Premises.
            Tenant may not commit waste or permit waste to be committed or cause
            or permit any nuisance on or in the Leased Premises or the Project.
            Tenant shall pay Landlord on demand as additional Rent for any
            damage to the Leased Premises or to any other part of the Project
            caused by any negligence or willful act or any misuse or abuse
            (whether or not the misuse or abuse results from negligence or
            willful acts) by Tenant or any Tenant Party or any other person
            (except Landlord or any of its agents, employees, or contractors)
            authorized by Tenant to enter upon the Leased Premises.

      (c)   Tenant may not use or allow the Leased Premises to be used for any
            purpose prohibited by any Applicable Law, or by any restrictive
            covenants applicable to the Project, or as a manned express mail
            pick up center for delivery services like Airborne and Federal
            Express, or for the sale of bakery products for dessert items
            including cookies, fudge slices, bar type cookies and cakes,
            cupcakes and brownies, whether the product is sold packaged or
            unpackaged if the sales would constitute more than 10% of Tenant's
            gross receipts, or for a mini-bank or bank. Tenant may not sell,
            purchase, or give away, or permit, except with Landlord's prior
            approval, the sale, purchase, or gift of food in any form by or to
            any Tenant Party or any other parties at the Leased Premises or the
            Project. Tenant also will not use any part of the Leased Premises
            for the following uses: health care services, telephone or telegraph
            agency, radio, television or other communication station, employment
            agency, public restaurant or bar, retail, wholesale or discount shop
            for sale of merchandise, retail service shop, school or classroom,
            or governmental or quasi-governmental bureau, department or agency.
            Tenant shall conduct its business and occupy the Leased Premises and
            control all Tenant Parties so as not to create any nuisance or
            interfere with, annoy, or disturb any other tenants in the Project
            or Landlord in its management of the Project and so as not to injure
            the reputation of the Project.

      (d)   Tenant may not erect, place, or allow to be placed any sign,
            advertising matter, stand, booth, or showcase in or upon the
            doorsteps, vestibules, halls, corridors, doors, walls, windows, or
            pavement of the Project visible outside the Leased Premises (except
            for lettering on the door or doors to the Leased Premises as allowed
            by the Rules and Regulations attached as EXHIBIT D) without the
            prior consent of Landlord; provided, however, that on the interior
            of any floor leased entirely by Tenant, Tenant may

                                                                         PAGE 19
<PAGE>

            install signage approved by Landlord, which approval shall not be
            unreasonably withheld, that is not visible from the exterior of the
            Leased Premises.

      (e)   Tenant may not use or allow or permit the Leased Premises to be used
            in any way or for any purpose that:

            (1)   Landlord deems hazardous on account of the possibility of fire
                  or other casualty;

            (2)   is visible from the exterior of the Leased Premises, adversely
                  affects ventilation in other areas of the Project, creates
                  unreasonable elevator loads, causes structural loads to be
                  exceeded, or creates unreasonable noise levels;

            (3)   increases the rate of fire or other insurance for the Project
                  or its contents or in respect of the operation of the Project;
                  or

            (4)   renders the Project uninsurable at normal rates by responsible
                  insurance carriers authorized to do business in the State of
                  Texas or renders void or voidable any insurance on the
                  Project.

            If insurance premiums are increased because of Tenant's use of the
            Leased Premises, then, in addition to any other remedies Landlord
            may have, Tenant shall pay the amount of the increase to Landlord as
            additional Rent within 5 days after demand.

15.   MECHANICS' LIENS - TENANT'S OBLIGATIONS.

      Tenant may not cause or permit any mechanic's or materialman's lien to be
      placed upon Landlord's interest in the Project or the Leased Premises or
      any part thereof or against Landlord's interest under this Lease by any
      contractor, subcontractor, laborer, or materialman performing any labor or
      furnishing any materials to Tenant for any improvement, alteration, or
      repair of or to the Leased Premises, the Project, or any part thereof. If
      any lien is filed on Landlord's interest or Tenant's interest in the
      Leased Premises, Tenant shall cause the same to be discharged of record
      within 20 days after filing. If Tenant does not discharge the lien within
      the 20-day period, then, in addition to any other right or remedy of
      Landlord, Landlord may, but is not obligated to, discharge the lien by
      paying the amount claimed to be due or by procuring the discharge of the
      lien by deposit in court or bonding. Any amount paid by Landlord relating
      to any lien not caused by Landlord, and all reasonable legal and other
      expenses of Landlord, including reasonable attorneys' fees, in defending
      any action or in procuring the discharge of any lien, with interest
      thereon at the Interest Rate from date of payment by Landlord until paid
      by Tenant, is payable by Tenant to Landlord on demand as additional Rent.

                                                                         PAGE 20
<PAGE>

16.   LIMITATIONS ON LIABILITY OF LANDLORD; WAIVER.

      (a)   To the fullest extent permitted by law, Tenant, on its behalf and on
            behalf of all Tenant Parties, waives all claims (in law, equity, or
            otherwise) against Landlord and Landlord's officers, directors,
            shareholders, partners, trustees, members, agents, employees,
            property manager and independent contractors (singularly, a Landlord
            Party and collectively, Landlord Parties) arising out of, knowingly
            and voluntarily assumes the risk of, and agrees that Landlord
            Parties are not liable to any Tenant Parties for any of the
            following:

            (1)   any injury or damage to person or property (including the
                  resulting loss of use, economic losses and consequential or
                  resulting damages of any kind from any cause) due to the
                  condition or design of, or any defect in, the Leased Premises
                  or Project that exists now or occurs in the future, except for
                  Landlord's gross negligence or willful misconduct;

            (2)   any injury or damage to person or property (including the
                  resulting loss of use, economic losses and consequential or
                  resulting damages of any kind from any cause) due to the
                  Leased Premises or Project or related improvements or
                  appurtenances being out of repair, or defects in or failure of
                  pipes or wiring, or backing up of drains, or the bursting or
                  leaking of pipes, faucets, and plumbing mixtures, or gas,
                  water, steam, electricity, or oil leaking, escaping, or
                  flowing into the Leased Premises, unless caused by Landlord's
                  willful misconduct or gross negligence;

            (3)   any loss or damage caused by the acts or omissions of other
                  tenants in the Project or of any other persons, excepting only
                  the willful misconduct or gross negligence of duly authorized
                  employees and agents of Landlord; or

            (4)   any loss or damage to property or person occasioned by theft,
                  fire, act of God, public enemy, injunction, riot,
                  insurrection, war, court order, requisition, order of
                  governmental authority, and any other cause beyond the control
                  of Landlord Parties.

      (b)   Notwithstanding the foregoing or anything else to the contrary
            contained in this Lease, the liability of Landlord to any Tenant
            Party for any default, indemnity by, or other obligation or
            liability of Landlord under this Lease is limited to the interest of
            Landlord in the Project. No Landlord Party has any personal
            liability for any amounts payable or obligations performable by
            Landlord under this Lease.

      (c)   The provisions of this Paragraph 16 shall survive the expiration or
            earlier termination of this Lease.

                                                                         PAGE 21
<PAGE>

17.   TENANT'S INDEMNIFICATION OF LANDLORD; ASSUMPTION; EMPLOYEES' CLAIMS.

      (a)   Tenant shall indemnify, defend, and hold Landlord Parties harmless
            from all fines, suits, losses, costs, liabilities, claims, demands,
            actions, and judgments (collectively, claims) arising out of or
            relating to any of the following:

            (1)   any breach or default in performance of any obligation on
                  Tenant's part to be performed under this Lease, whether before
                  or during the Lease Term or after its expiration or earlier
                  termination;

            (2)   any act, omission, negligence, or misconduct of Tenant or any
                  Tenant Party, or of any other person entering upon the Leased
                  Premises under or with the express or implied invitation or
                  permission of Tenant;

            (3)   any alterations, activities, work, or things done, permitted,
                  allowed, or suffered by Tenant Parties in, at, or about the
                  Leased Premises or the Project, including the violation by
                  Tenant or any Tenant Party of any law, ordinance, or
                  governmental order of any kind; and

            (4)   the occupancy or use by Tenant or any Tenant Party of the
                  Leased Premises or the Project.

      (b)   Tenant is not required to indemnify, defend, or hold Landlord
            Parties harmless from any claim, demand, fine, suit, loss,
            liability, action or judgment arising solely from Landlord's gross
            negligence or willful misconduct (except for damage to the Tenant
            Improvements or Tenant's personal property, fixtures, furniture, and
            equipment in the Leased premises to the extent that such damage is
            covered by insurance that Tenant is required to carry under this
            Lease (or would have been covered had Tenant carried the insurance
            required under the provisions of this Lease).

      (c)   If any Landlord Party is made a party to any litigation commenced
            against any Tenant Party or relating to this Lease or to the Leased
            Premises, against which Tenant has agreed to indemnify Landlord
            Parties pursuant to this Lease, then Tenant shall pay all costs and
            expenses, including attorneys' fees and court costs, incurred by or
            imposed upon the Landlord Party by virtue of the litigation. The
            amount of all costs and expenses, including attorney's fees and
            court costs, is a demand obligation payable by Tenant to Landlord as
            additional Rent bearing interest at the Interest Rate from the date
            of payment by Landlord until paid by Tenant.

      (d)   Deleted.

      (e)   The provisions of this Paragraph 17 survive the expiration or
            earlier termination of this Lease.

                                                                         PAGE 22
<PAGE>

      (f)   The indemnification provisions of this Paragraph 17 shall not be
            construed or interpreted as in any way restricting, limiting, or
            modifying Tenant's insurance or other obligations under this Lease
            and is independent of Tenant's insurance and other obligations under
            this Lease.

18.   TENANT'S INSURANCE.

      (a)   Tenant shall, at its expense, maintain at all times during the Lease
            Term (and prior to the Lease Term with respect to activities of
            Tenant under the Lease at the Project) insurance as set forth below:

            (1)   Commercial General Liability Insurance (1986 ISO Form or its
                  equivalent) written on an "occurrence" basis with respect to
                  the business carried on, in or from the Leased Premises and
                  Tenant's use and occupancy of the Leased Premises (including a
                  contractual liability) in an amount not less than $1,000,000
                  per occurrence and $2,000,000 general aggregate per location
                  for bodily injury and property damages (or with increased
                  limits as may be required from time to time by Landlord by
                  giving notice to Tenant) and without any deductible;

            (2)   Statutory Workers' Compensation Insurance in compliance with
                  the Worker's Compensation Laws of the state in which the
                  Leased Premises is located and including at least 100/500/100
                  Employers Liability Insurance.

            (3)   Excess/Umbrella Liability Insurance, applying on at least a
                  "following form" basis, with a minimum limit of $3,000,000
                  each Occurrence and Aggregate, where applicable; and

            (4)   "ISO Special Form" Property Insurance, including but not
                  limited to, coverage for:

                  (A)   All office furniture, trade fixtures, office equipment,
                        merchandise, and all other items of Tenant's property
                        in, on, at, or about the Leased Premises and the
                        Building, including property installed by, for, or at
                        the expense of Tenant;

                  (B)   Tenant Improvements; and

                  (C)   Except for Standard Improvements, all other
                        improvements, betterments, alterations, and additions to
                        the Leased Premises.

                  Tenant's Property Insurance must also fulfill the following
                  requirements:

                                                                         PAGE 23
<PAGE>

                  (AA)  It must be written on the equivalent of an ISO "Special
                        Form" Property Insurance Form or an equivalent form
                        acceptable to Landlord;

                  (BB)  It must include earthquake and flood as covered causes
                        of losses;

                  (CC)  It must include an agreed amount endorsement for not
                        less than one-hundred percent (100%) of the full
                        replacement cost (new without deduction for
                        depreciation) of the covered items and property; and

                  (DD)  It must have a deductible no greater than $25,000 for
                        each loss.

            It is the parties' intent that Tenant structure its property
            insurance program so that no coinsurance penalty is imposed and
            there are no valuation disputes with any insurer or with Landlord.
            The property insurance coverage must include vandalism and malicious
            mischief coverage.

      (b)   Tenant's policies must be written by an insurance company or
            companies with a current A.M. Best's rating of A- IX or better and
            be admitted to do business in the State of Texas. Landlord, any
            mortgagees, any lessor under any ground, primary, or master lease,
            and Landlord's property management company must be named as
            additional insureds without restriction under the liability,
            property and umbrella policies. Tenant shall obtain a written
            obligation on the part of each insurance company to notify Landlord
            at least 45 days prior to cancellation, non-renewal, or material
            reduction of the coverage.

      (c)   Tenant shall deliver copies of duly executed certificates of
            insurance to Landlord prior to occupying any part of the Leased
            Premises, and on an annual basis thereafter. If Tenant fails to
            comply with these insurance requirements, Landlord may obtain the
            required insurance and Tenant shall pay to Landlord on demand as
            additional Rent the premium cost thereof plus interest at the
            Interest Rate from the date of payment by Landlord until paid by
            Tenant.

19.   LANDLORD'S INSURANCE.

      Landlord shall carry, or cause to be carried: (A) Commercial General
      Liability Insurance with limits of liability of not less than $1,000,000
      each occurrence, single limit Bodily Injury and Property Damage combined;
      and (B) the equivalent of ISO Special Form Property Insurance insuring the
      Project for the full replacement value thereof, excluding Tenant
      Improvements and Tenant's merchandise, trade fixtures, furnishings,
      equipment, personal property, and any alterations or additions made by
      Tenant.

20.   RIGHTS RESERVED BY LANDLORD.

                                                                         PAGE 24
<PAGE>

      Landlord reserves the following rights, exercisable without notice and
      without liability to, and without consent of, any Tenant Party for damage
      or injury to property, persons, or business and without effecting an
      eviction, constructive or actual, or disturbance of Tenant's use or
      possession or giving rise to any claim for set-off or abatement of Rent:

      (a)   To change the Building's or the Project's name or street address;
            provided Landlord shall reimburse Tenant for the cost of a 1 month
            supply of stationery.

      (b)   To install, affix, and maintain any signs on the exterior and
            interior of the Project.

      (c)   To designate and approve, prior to installation, all types of window
            shades, blinds, drapes, awnings, window ventilators, and similar
            equipment, and to control all internal lighting that is visible from
            the exterior of the Project.

      (d)   To designate, restrict, and control all sources within the Project
            where Tenant may obtain ice, drinking water, towels, toilet
            supplies, catering, food and beverages, and like or other services
            on the Leased Premises and, in general, the exclusive right to
            designate, limit, restrict, and control any business and any service
            in or to the Project and its tenants.

      (e)   To enter upon the Leased Premises with reasonable notice (except in
            the case of an emergency when no notice shall be required) at
            reasonable hours to inspect, clean, or make repairs or alterations
            to the Leased Premises (but without any obligation to do so, except
            as expressly specified in this Lease), to make repairs or
            alterations to any part of the Building or the Building systems
            (including adjacent premises), to show the Leased Premises to
            prospective lenders, purchasers, and, during the last 12 months of
            the Lease Term, to show the Leased Premises to prospective tenants
            at reasonable hours and, if the Leased Premises are vacant, to
            prepare them for re-occupancy. Notwithstanding the foregoing,
            Landlord shall not enter into areas previously designated in writing
            by Tenant as high security areas unless (i) Landlord shows cause
            therefor and is accompanied by a representative of Tenant, or (ii)
            in the event of an emergency. Landlord's obligations under this
            Lease shall be reduced to the extent of Tenant's refusal to grant
            access to such portions of the Leased Premises.

      (f)   To retain at all times, and to use in appropriate instances, keys to
            all doors within and into the Leased Premises. No locks may be
            changed or added without the prior consent of Landlord.

      (g)   To decorate and make repairs, alterations, additions, changes, or
            improvements, whether structural or otherwise, in and about the
            Project, and for those purposes to enter upon the Leased Premises
            and, during the continuance of the work, temporarily close doors,
            entryways, public space, and corridors in the Project, to interrupt
            or temporarily suspend Project services and facilities, and to
            change the arrangement

                                                                         PAGE 25
<PAGE>

            and location of entrances or passageways, doors and doorways,
            corridors, elevators, stairs, toilets, or other public parts of the
            Project, all without abatement or set off of Rent or affecting any
            of Tenant's obligations under this Lease, so long as the Leased
            Premises are reasonably accessible. In exercising the foregoing
            rights, Landlord agrees to use reasonable efforts not to
            unreasonably interfere with the conduct of Tenant's business in the
            Leased Premises, including making reasonable efforts to cause
            voluntary and intentional total interruptions of Essential Services
            to occur after Building Standard Hours.

      (h)   To have and retain a paramount title to the Leased Premises and the
            Project free and clear of any act of Tenant purporting to burden or
            encumber the Leased Premises or the Project.

      (i)   To grant to anyone the exclusive right to conduct any business or
            render any service in or to the Project, provided the exclusive
            right does not operate to exclude Tenant from the uses expressly
            permitted in this Lease.

      (j)   To approve the weight, size, and location of safes, heavy equipment,
            file cabinets, book shelves, and other heavy items in and about the
            Leased Premises and the Project and to require all those items and
            all furniture to be moved into and out of the Project and the Leased
            Premises only at times and in a manner specified by Landlord.
            Movements of Tenant's property into or out of the Project and within
            the Project are entirely at the risk and responsibility of Tenant.
            To require permits before allowing Tenant's property to be moved
            into or out of the Project.

      (k)   To take reasonable measures as Landlord deems advisable for the
            security of the Project and its occupants including, without
            limitation, the search of all persons entering or leaving the
            Project, the evacuation of the Project for cause, suspected cause,
            or for drill purposes, the temporary denial of access to the
            Project, and the closing of the Project after Building Standard
            Hours, subject to Tenant's right to admittance when the Project is
            closed after Building Standard Hours under reasonable regulations
            Landlord may prescribe from time to time.

      (1)   To transfer, assign, or convey, in whole or in part, the Project and
            Landlord's rights under this Lease. If Landlord transfers, assigns,
            or conveys its rights under this Lease, Landlord is released from
            any further obligations under this Lease and Tenant shall look
            solely to the successor in interest of Landlord for performance of
            the obligations of "Landlord" under this Lease.

                                                                         PAGE 26
<PAGE>

21.   FIRE OR OTHER CASUALTY.

      (a)   If the Leased Premises or any part thereof are damaged by fire or
            other casualty, Tenant shall give prompt notice thereof to Landlord.
            If the Project or the Building is so damaged by fire or other
            casualty that substantial alteration or reconstruction of the
            Project or the Building is, in Landlord's sole opinion, required
            (whether or not the Leased Premises are damaged) or if any mortgagee
            under a mortgage or deed of trust covering the Project requires that
            the insurance proceeds payable as a result of the fire or other
            casualty be used to retire the mortgage debt, Landlord may, at its
            sole option, terminate this Lease by giving Tenant notice of
            termination within 90 days after the date of the damage. If Landlord
            terminates this Lease under this Paragraph, the Rent abates as of
            the date of the damage.

      (b)   If Landlord does not elect to terminate this Lease, Landlord shall
            within 90 days after the date of the damage commence to repair and
            restore the Project (except that Landlord is not responsible for
            delays outside its control) to substantially the same condition in
            which it was immediately prior to the casualty. Upon such damage,
            Tenant shall assign to Landlord (or Landlord's designee) all
            insurance proceeds payable to Tenant under the property insurance
            required pursuant to Paragraph 18 (save and except proceeds paid for
            loss of Tenant's personal property) and Landlord shall repair and
            replace the Standard Improvements, Tenant Improvements and
            alterations installed in the Leased Premises; provided that Landlord
            shall in no event be obligated to expend for such repair or
            replacement amounts in excess of the insurance proceeds available to
            Landlord (over and above amounts going to the mortgagee of the
            Building and/or Project). Landlord is not liable for any
            inconvenience or annoyance to any Tenant Party or injury to the
            business of Tenant resulting in any way from casualty damage or the
            repairs; provided, during the time and to the extent the Leased
            Premises are unfit for occupancy, Landlord shall, either furnish
            Tenant with comparable office space at prevailing market rates or a
            fair diminution of Rent, in accordance with the mutual agreement of
            Landlord and Tenant at the time.

      (c)   If the damages are caused by the negligence or willful misconduct of
            any Tenant Party, Rent does not abate and Tenant shall pay to
            Landlord on demand as additional Rent any damages in excess of the
            amount paid by insurance proceeds received by Landlord.

22.   CONDEMNATION.

      (a)   If all or substantially all of the Project or the Building is taken
            for any public or quasi-public use under any governmental law,
            ordinance, or regulation or by right of eminent domain or is sold to
            the condemning authority in lieu of condemnation, then this Lease
            terminates as of the date which is 7 days prior to the date when
            physical

                                                                         PAGE 27
<PAGE>

            possession of the portion of the Building or Project is taken by the
            condemning authority. If less than all or substantially all of the
            Project or the Building is taken or sold, Landlord (whether or not
            the Leased Premises are affected) may terminate this Lease by giving
            notice to Tenant within 90 days after the right of election accrues,
            in which event this Lease terminates as of the date which is 7 days
            prior to the date when physical possession of the portion of the
            Building and Project is taken by the condemning authority.

      (b)   If this Lease is not terminated upon any taking or sale of less than
            all or substantially all of the Project:

            (1)   the Rent reduces by an amount representing that part of the
                  Rent properly allocable to the portion of the Leased Premises
                  taken or sold; and

            (2)   Landlord shall, at Landlord's sole expense, restore the
                  Project to substantially its former condition to the extent
                  reasonably deemed feasible by Landlord, but:

                  (A)   Landlord's restoration obligation does not exceed the
                        scope of the work done by Landlord in originally
                        constructing the Project and installing Standard
                        Improvements in the Leased Premises; and

                  (B)   Landlord is not required to spend for the work an amount
                        in excess of the amount received by Landlord as
                        compensation or damages (over and above amounts going to
                        the mortgagee of the property taken) for the part of the
                        Project so taken.

                  (C)   Landlord is entitled to receive all of the compensation
                        awarded upon a taking of any part or all of the Project,
                        including any award for the value of the unexpired Lease
                        Term. Tenant is not entitled to and expressly waives all
                        claim to any compensation; provided, Tenant is entitled
                        to receive any award for damages to the Tenant
                        Improvements not paid for by Landlord.

23.   TAXES ON TENANT'S PROPERTY.

      Tenant shall pay, and indemnify, defend, and hold Landlord harmless
      against, all taxes levied or assessed against personal property,
      furniture, fixtures, or other improvements placed by or for Tenant in the
      Leased Premises. If any taxes for which Tenant is liable are levied or
      assessed against Landlord or Landlord's property and if Landlord is
      required to pay the taxes or if the assessed value of Landlord's property
      is increased by inclusion of personal property, furniture, fixtures, or
      other improvements placed by or for Tenant in the Leased Premises and
      Landlord elects to pay the increased taxes, Tenant shall pay to Landlord
      on demand as

                                                                         PAGE 28
<PAGE>


      additional Rent that part of the taxes for which Tenant is liable under
      this Paragraph. If Landlord is advised of any increase in property
      valuation which could give rise to a property tax increase for which
      Landlord is entitled to indemnification under this Paragraph 23, then
      Landlord shall promptly notify Tenant of such increase and Tenant shall
      thereafter have the right to contest such increase provided Tenant
      contests such increase in accordance with all applicable laws as to
      Tenant's personal property only and Tenant either pays the resulting tax
      increase before it becomes due or provides Landlord with adequate security
      for the payment of such tax and any penalty and interest should the
      contest be denied.

24.   WAIVER OF SUBROGATION.

      Each party waives all claims that arise or may arise in its favor against
      the other party, or anyone claiming through or under them, by way of
      subrogation or otherwise, during the Lease Term or any extension or
      renewal thereof, for all losses of, or damage to, any of its property
      (whether or not the loss or damage is caused by the fault or negligence of
      the other party or anyone for whom the other party is responsible), which
      loss or damage is covered by valid and collectible fire and extended
      coverage insurance policies, to the extent that the loss or damage is
      recovered under the insurance policies. These waivers are in addition to,
      and not in limitation of, any other waiver or release in this Lease with
      respect to any loss or damage to property of the parties. Since these
      mutual waivers preclude the assignment of any claim by way of subrogation
      (or otherwise) to an insurance company (or any other person), each party
      shall immediately give each insurance company issuing to it policies of
      fire and extended coverage insurance written notice of the terms of these
      mutual waivers, and have the insurance policies properly endorsed, if
      necessary, to prevent the invalidation of the insurance coverages by
      reason of these waivers.

25.   SURRENDER UPON TERMINATION OR EXPIRATION; HOLDOVER.

      (a)   Upon the Expiration Date or any earlier termination of this Lease,
            Tenant shall: (1) surrender to Landlord possession of the Leased
            Premises in good repair and condition, reasonable wear and tear and
            damages or destruction by any insured casualty excepted, and (2)
            deliver to Landlord all keys to the Leased Premises and all parking
            access cards. If Tenant does not immediately surrender possession,
            Landlord may enter upon and take possession of the Leased Premises
            and expel or remove Tenant and any other person who may be occupying
            the Leased Premises, or any part thereof, by force if necessary,
            without having any civil or criminal liability therefor.

      (b)   If Tenant or any of its successors in interest continues to hold any
            part of the Leased Premises after the termination of this Lease, the
            holding over is a tenancy at sufferance at a monthly rental equal to
            175% of the monthly Minimum Rent payable at the time of termination,
            plus the payment of all other Rent payable under this Lease. While
            Tenant or its successor continues to hold the Leased Premises after
            the

                                                                         PAGE 29
<PAGE>

            termination of this Lease, the tenancy is subject to all terms of
            this Lease; provided, all expansion rights, first refusal rights,
            first notice rights, first offer rights, and renewal rights
            automatically terminate. Landlord shall have the right to terminate
            such tenancy at any time at will on one (1) day notice.

      (c)   No payments of money by Tenant to Landlord after the termination of
            this Lease reinstate, continue, or extend the Lease Term and no
            extension of this Lease after the termination or expiration thereof
            is valid unless it is reduced to writing and signed by Landlord and
            Tenant. Nothing in this Paragraph may be construed to give Tenant
            the right to hold over beyond the Expiration Date or any earlier
            termination of this Lease or preclude Landlord from having the right
            to dispossess or otherwise terminate Tenant's right of possession.
            Any month-to-month tenancy is terminable upon notice from Landlord.

26.   REMOVAL OF TENANT'S PROPERTY.

      (a)   All furniture, movable trade fixtures, and equipment installed by or
            on behalf of Tenant remains the property of Tenant and must be
            removed by Tenant at its sole risk and expense at the termination of
            this Lease, but may not be removed prior to the termination of this
            Lease without Landlord's prior consent. Any removal of Tenant's
            property must be accomplished in a good and workmanlike manner so as
            not to damage the Leased Premises or the Project. Tenant, or
            Landlord at Tenant's expense, shall repair any damage to the Leased
            Premises or the Project caused by any removal. All furniture,
            movable trade fixtures, and equipment installed by Tenant not
            removed within 15 days after termination of the Lease are
            conclusively presumed to be abandoned by Tenant. Landlord may, at
            its option, take the possession of the property (including any
            special use improvements) and either (1) declare it to be the
            property of Landlord by notice to Tenant or (2) at the sole risk and
            expense of Tenant and without payment of any compensation to Tenant,
            remove it or any part thereof in any manner, that Landlord chooses
            and store, sell, or otherwise dispose of it without incurring
            liability to Tenant or any other person. All amounts payable to
            Landlord under this Paragraph plus interest at the Interest Rate
            from date of payment by Landlord until paid by Tenant are due on
            demand as additional Rent.

      (b)   Upon request of Landlord, Tenant shall also remove, at its sole risk
            and expense, any special use improvements installed by or on behalf
            of Tenant in connection with the completion of the Tenant Finish
            Work (as defined in EXHIBIT F), any Additional Work, or otherwise.
            The term SPECIAL USE IMPROVEMENTS means all special improvements
            installed specifically for use by Tenant and includes, without
            limitation, telephone and data cables, computer floors and cables,
            cafeteria equipment, telephones and telephone equipment,
            supplemental air conditioning units and related equipment, equipment
            supplying excess electricity to the Leased Premises, and similar
            items. Any removal must be accomplished in a good and

                                                                         PAGE 30
<PAGE>

            workmanlike manner so as not to damage the Leased Premises or the
            Project. Tenant, or Landlord at Tenant's expense, shall repair any
            damage to the Leased Premises or the Project caused by any removal.

27.   EVENTS OF DEFAULT.

      The following are events of default (EVENTS OF DEFAULT) by Tenant under
      this Lease:

      (a)   Tenant fails to pay any Rent when due and the failure continues for
            a period of 5 days.

      (b)   Tenant fails to comply with any of the terms of this Lease, other
            than the payment of Rent, and does not cure the failure within 20
            days after Landlord delivers notice of the failure to Tenant or, if
            such failure is one which cannot be cured within such 20 day period,
            Tenant fails to begin curing such failure within such 20 day period
            and diligently pursue such cure to completion within 40 days after
            the expiration of such 20 day period.

      (c)   Tenant or Guarantor becomes insolvent, makes a transfer in fraud of
            creditors, commits any act of bankruptcy, makes an assignment for
            the benefit of creditors, or admits in writing its inability to pay
            its debts as they become due.

      (d)   Tenant or Guarantor files a petition under any section or chapter of
            the Bankruptcy Code of the United States, as amended, or under any
            similar law or statute of the United States or any state thereof, or
            Tenant or Guarantor is adjudged bankrupt or insolvent in proceedings
            filed against Tenant or Guarantor, or a petition or answer proposing
            the adjudication of Tenant or Guarantor as a bankrupt or its
            reorganization under any present or future federal or state
            bankruptcy or similar law is filed in any court and the petition
            or answer is not discharged or denied within 120 days after filing.

      (e)   A receiver or trustee is appointed for all or substantially all of
            the assets of Tenant or Guarantor or of the Leased Premises or of
            any of Tenant's property located therein in any proceeding brought
            by Tenant or Guarantor, or any receiver or trustee is appointed in
            any proceeding brought against Tenant or Guarantor and is not
            discharged within 120 days after appointment or Tenant or Guarantor
            shall consent to or acquiesce in the appointment.

      (f)   Tenant, if a natural person, dies or becomes incapacitated or, if
            Tenant is not a natural person, Tenant is dissolved or ceases to
            exist.

      (g)   Tenant's leasehold estate is taken on execution or other process of
            law in any action against Tenant.

                                                                         PAGE 31
<PAGE>

      (h)   Tenant does not conduct its business in any substantial portion of
            the Leased Premises for more than 5 days.

28.   LANDLORD'S REMEDIES.

      If an Event of Default occurs, Landlord may then or any time thereafter
      while the Event of Default continues and without any further notice or
      opportunity to cure except as expressly set forth in this Paragraph pursue
      any one or more of the following remedies:

      (a)   Terminate this Lease (without terminating Tenant's obligation to pay
            Rent for the balance of the Lease Term) by giving notice to Tenant,
            in which event Tenant shall immediately surrender the Leased
            Premises to Landlord. If Tenant fails to surrender the Leased
            Premises, Landlord may, without prejudice to any other remedy it has
            for possession or arrearages in Rent, take possession of the Leased
            Premises and expel or remove Tenant and any other person occupying
            the Leased Premises, or any part thereof, without being liable for
            prosecution or any claim of damages. Tenant shall pay to Landlord on
            demand as additional Rent the amount of all loss and damage Landlord
            suffers by reason of the termination, whether through inability to
            relet the Leased Premises on satisfactory terms or otherwise. Except
            to the extent required by law, Landlord has no duty to re-let the
            Leased Premises. Landlord's damages specifically include, but are
            not limited to: (1) all reasonable expenses necessary to re-let the
            Leased Premises including the cost of renovating, repairing, and
            altering the Leased Premises for a new tenant or tenants,
            advertisements, and brokerage fees; and (2) any increase in
            insurance premiums caused by the vacancy of the Leased Premises.
            Nothing in this Lease limits Landlord's right to prove and obtain in
            bankruptcy or insolvency proceedings damages by reason of the
            termination of this Lease in an amount equal to the maximum allowed
            by any statute or rule of law in effect at the time when the damages
            are to be proved, whether or not the amount is greater, equal to, or
            less than the amount of the loss or damages referred to above.

      (b)   Take possession of the Leased Premises and remove Tenant or any
            other person occupying the Leased Premises, or any part thereof,
            without having any civil or criminal liability and without
            terminating this Lease. Landlord may (but is under no obligation,
            except as may be required by law, to) re-let the Leased Premises or
            any part thereof for the account of Tenant, in the name of Tenant or
            Landlord or otherwise, without notice to Tenant for a term or terms
            (which may be greater or less than the period that would otherwise
            have constituted the balance of the Lease Term) and on conditions
            (which may include concessions or free rent) and for uses as
            Landlord in its sole discretion may determine. Landlord may collect
            and receive any rents payable by reason of any re-letting. Tenant
            shall pay Landlord on demand as additional Rent all reasonable
            expenses necessary to re-let the Leased Premises, which includes the
            cost of renovating, repairing, and altering the Leased Premises for
            a new tenant or tenants, advertisements, and brokerage fees, as well
            as any deficiency

                                                                         PAGE 32
<PAGE>

            that may arise by reason of the reletting. Landlord is not liable
            for any failure to re-let the Leased Premises or any part thereof or
            for any failure to collect any Rent due upon any re-letting. No
            taking of possession of the Leased Premises by Landlord is an
            election on Landlord's part to terminate this Lease unless a notice
            of termination is given to Tenant under subparagraphs (a) or (e).

      (c)   Enter upon the Leased Premises without having any civil or criminal
            liability and do whatever Tenant is obligated to do under the terms
            of this Lease. Tenant shall reimburse Landlord on demand as
            additional Rent for any expenses Landlord incurs in performing
            Tenant's obligations under this Lease, together with interest at the
            rate of 18% per annum from the date incurred until repaid by Tenant.
            Landlord is not liable for any damages resulting to Tenant from
            Landlord's actions or omissions in performing Tenant's obligations,
            whether caused by the negligence of Landlord or otherwise.

      (d)   Interrupt or cause the interruption of any utility service serving
            the Leased Premises, deactivate Tenant's parking access cards,
            suspend elevator service to the Leased Premises, remove, alter, or
            change any door, window, attic hatchway cover to the Leased
            Premises, or any lock, latch, hinge, hinge pin, doorknob, or other
            mechanism connected to any door, window, or attic hatchway cover to
            the Leased Premises, and intentionally prevent Tenant from entering
            the Leased Premises without resort to judicial process. Landlord is
            under no obligation to restore any door, window, or attic hatchway
            cover or any lock, latch, hinge, hinge pin, doorknob, or other
            mechanism attached thereto or to deliver or make available to Tenant
            any key to any door, window, or attic hatchway cover until Tenant
            fully cures all Events of Default then existing under this Lease.

      (e)   Terminate this Lease and forthwith repossess the Leased Premises and
            remove all persons or property therefrom, and be entitled to recover
            forthwith as damages a sum of money equal to the total of (i) the
            cost of recovering the Leased Premises (including, without
            limitation, attorneys' fees and costs of suit), (ii) the cost as
            reasonably estimated by Landlord of any alterations of, or repairs
            to, the Leased Premises which are necessary or proper to prepare the
            same for reletting, (iii) the unpaid Rent owed at the time of
            termination, plus interest thereon from due date at the rate of 18%
            per annum, (iv) the present value of the balance of the Rent for the
            remainder of the Term less the present value of the fair market
            rental value (and in computing the fair market rental value the
            factors taken into account shall include without limitation the
            market rental concessions and the time necessary to relet the Leased
            Premises) of the Leased Premises for said period (in each case using
            a discount rate of 8% per annum), and (v) any other sum of money and
            damages owed by Tenant to Landlord.

                                                                         PAGE 33
<PAGE>

      (f)   If Tenant violates Section 27 (h), then Landlord, as its sole and
            exclusive remedy, shall have the right, but not the obligation, at
            Landlord's sole option, to terminate this Lease by delivering to
            Tenant 30 days' prior written notice of the effective date of such
            termination.

      No repossession of or reentering all or any part of the Leased Premises,
      and no re-letting of the Leased Premises or any part thereof, relieves
      Tenant or Guarantor of any liabilities or obligations under this Lease,
      all of which survive repossession or re-entering by Landlord. If Landlord
      repossesses or re-enters all or any part of the Leased Premises after an
      Event of Default, Tenant shall pay to Landlord the Rent required to be
      paid by Tenant. No right or remedy of Landlord under this Lease is
      intended to be exclusive of any other right or remedy. Each right and
      remedy of Landlord is cumulative and all other rights or remedies under
      this Lease or now or hereafter existing at law, in equity or by statute.
      In addition to other remedies provided in this Lease, Landlord is
      entitled, to the extent permitted by applicable law, to injunctive relief
      in case of the violation, or attempted or threatened violation, of any of
      the terms of this Lease, or to a decree compelling specific performance of
      the terms of this Lease. Notwithstanding anything in this Lease to the
      contrary, if Landlord is deemed to have a duty to mitigate its damages
      arising from a default by Tenant under this Lease, then Landlord's duty to
      mitigate shall be limited to using reasonable and good faith efforts to
      relet the Leased Premises, which duty to relet the Leased Premises shall
      not (i) require Landlord to give priority to the Leased Premises over
      other premises owned or managed by Landlord or its affiliates, (ii)
      require Landlord to relet for less than market rent, or (iii) require
      Landlord to relet to a tenant (or for a use) which is not in keeping with
      the first-class character of the Project.

29.   NO IMPLIED WAIVER.

      The failure of Landlord or Tenant to insist at any time upon the strict
      performance of any of the terms of this Lease or to exercise any option,
      right, power, or remedy contained in this Lease is not a waiver of the
      right or remedy for the future. The waiver of any breach of this Lease or
      violation of the Rules and Regulations attached to this Lease does not
      prevent a subsequent act, which would have originally constituted a breach
      or violation, from having all the force and effect of an original breach
      or violation. No express waiver affects any terms other than the ones
      specified in the waiver and those only for the time and in the manner
      specifically stated. Acceptance by Landlord of any Rent after the breach
      of any of the terms of this Lease or violation of any Rule or Regulation
      is not a waiver of the breach or violation or the right to collect
      applicable late charges and interest, and no waiver by Landlord of any of
      the terms of this Lease is effective unless expressed in writing and
      signed by Landlord.

                                                                         PAGE 34
<PAGE>

30.   WAIVER BY TENANT.

      Tenant waives and surrenders for itself and all persons or entities
      claiming by, through, and under it, including creditors of all kinds: (A)
      any right and privilege which it or any of them has under any present or
      future constitution, statute, or rule of law to redeem the Leased Premises
      or to have a continuance of this Lease for the Lease Term after
      termination of Tenant's right of occupancy by order or judgment of any
      court or by any legal process or writ, or under the terms of this Lease;
      (B) the benefits of any present or future constitution, statute, or rule
      of law that exempts property from liability for debt or for distress for
      Rent; (C) any provision of law relating to notice or delay in levy of
      execution in case of eviction of a tenant for nonpayment of Rent; (D) any
      rights, privileges, and liens set out under Sections 91.004 and 93.003 of
      the Texas Property Code (as amended), and Tenant exempts Landlord from any
      liability or duty thereunder; and (E) any rights of Tenant to contest
      reappraisals of the Project (but not ad valorem taxes on Tenant's personal
      property in the Leased Premises) under Sections 41.143 and 42.015 of the
      Texas Tax Code (as amended).

31.   ATTORNEYS' FEES AND LEGAL EXPENSES.

      If either party files litigation concerning the interpretation or
      enforcement of this Lease, the prevailing party is entitled to recover
      from the losing party the prevailing party's reasonable attorneys' fees,
      court costs, and expenses, whether at the trial or appellate level.

32.   SUBORDINATION.

      (a)   This Lease and all rights of Tenant under this Lease are subject and
            subordinate to:

            (1)   any mortgage or deed of trust secured by a first lien against
                  the Project;

            (2)   all increases, renewals, modifications, consolidations,
                  replacements, and extensions of any first lien mortgage or
                  deed of trust;

            (3)   all ground, primary, or master leases now or hereafter
                  affecting the Building, the Project, or any portion thereof;
                  and

            (4)   all leases, restrictions, easements, and encumbrances recorded
                  in the Real Property Records of Dallas County, Texas, to the
                  extent they validly affect the Project.

            Tenant shall, upon demand at any time or times, execute,
            acknowledge, and deliver to Landlord, or to Landlord's first
            mortgagee or any lessor, any instruments that may be necessary or
            proper to more effectively effect or evidence this subordination to
            any first mortgage, first deed of trust, or ground, primary, or
            master lease.

                                                                         PAGE 35
<PAGE>

      (b)   If any first mortgage or first deed of trust against the Project is
            foreclosed, or if any ground, primary, or master lease is
            terminated, Tenant shall, upon request by the purchaser at the
            foreclosure sale or the lessor under any ground, primary or master
            lease:

            (1)   attorn to the purchaser or lessor and recognize the purchaser
                  or lessor as "Landlord" under this Lease; and

            (2)   execute, acknowledge, and deliver to the purchaser or lessor
                  an instrument in appropriate form acknowledging the
                  attornment.

      (c)   Tenant waives the provisions of any statute or rule of law, now or
            hereafter in effect, that may give or purport to give Tenant any
            right or election to terminate or otherwise adversely affect this
            Lease and the obligations of Tenant under this Lease if any
            foreclosure sale or ground, primary, or master lease termination
            occurs. This Lease is not affected in any way whatsoever by any
            foreclosure sale or ground, primary or master lease termination
            unless the holder(s) of the indebtedness or other obligations
            secured by the mortgages or deeds of trust declare otherwise.

      (d)   Notwithstanding the foregoing, any such first mortgagee or holder of
            a first deed of trust or lessor under a ground, primary, or master
            lease shall have the right, unilaterally, at any time to fully or
            partially subordinate any such mortgage, deed of trust, or ground,
            primary or master lease or other security instruments to this Lease
            on such terms and subject to such conditions as such first mortgagee
            or ground, primary, or master lessor may consider appropriate in its
            sole discretion. Upon request, Tenant shall execute an instrument
            confirming any such full or partial subordination.

      (e)   Notwithstanding the foregoing, Tenant shall have the right to
            approve any subordination and non-disturbance agreements required of
            Tenant, provided that Tenant hereby approves any subordination and
            non-disturbance agreement that is not materially different from the
            Subordination, Non-Disturbance and Attornment Agreement entered into
            by Tenant and Landlord's First Mortgagee in connection with the
            execution and delivery of this Lease.

33.   QUIET ENJOYMENT.

      If Tenant pays the Rent when due and timely performs all other obligations
      of Tenant under this Lease, then Tenant may peaceably and quietly enjoy
      the Leased Premises during the Lease Term without any disturbance from
      Landlord or from any other person claiming by, through, or under Landlord,
      but not otherwise, subject to the terms of this Lease and of the deeds of
      trust, mortgages, ground, primary, or master leases, pedestrian tunnel
      agreements,

                                                                         PAGE 36
<PAGE>

      skybridge agreements, parking garage operating agreements, ordinances,
      leases, utility easements, and agreements affecting the Project.

34.   NOTICE OF LANDLORD'S DEFAULT.

      If any act or omission by Landlord occurs that would give Tenant the right
      to damages from Landlord or the right to terminate this Lease due to
      constructive or actual eviction from all or part of the Leased Premises or
      otherwise, Tenant may not sue for damages or exercise any right to
      terminate until (A) it gives notice of the act or omission to Landlord and
      Landlord's first mortgagee, or ground, primary, or master lessor, if any,
      and (B) a reasonable period of time for remedying the act or omission
      elapses following the giving of the notice, during which time Landlord,
      its agents, employees, first mortgagee or ground, primary, or master
      lessor, are entitled to enter the Leased Premises and cure the act or
      omission. During the period after the giving of the notice and during the
      curing of the act or omission, the Rent payable by Tenant abates only to
      the extent that any part of the Leased Premises is untenantable. For
      purposes of this Paragraph, Landlord's first mortgagee's name and address
      for notice purposes are: Pacific-St. Paul Partners, L.P., c/o Dang Phan,
      Donaldson, Lufkin & Jenrette, 277 Park Avenue, 19th Floor, New York, NY
      10172.

35.   RULES AND REGULATIONS.

      All Tenant Parties must comply with the Rules and Regulations (as changed
      from time to time as hereinafter provided) attached as EXHIBIT C. Landlord
      may at any time make reasonable changes to the Rules and Regulations or
      promulgate other Rules and Regulations as Landlord deems advisable for the
      safety, care, cleanliness, or orderliness of the Project. No changes are
      effective until a copy of the changes is delivered to Tenant. Tenant is
      responsible for the compliance with the Rules and Regulations by all
      Tenant Parties. Landlord shall use reasonable efforts to enforce
      compliance by all other tenants with the Rules and Regulations from time
      to time in effect, but Landlord is not responsible to Tenant for failure
      of any person to comply with the Rules and Regulations.

36.   ESTOPPEL CERTIFICATE.

      Tenant shall, from time to time on not less than 10 days' prior notice by
      Landlord, execute, acknowledge, and deliver to Landlord an Estoppel
      Certificate in substantially the form attached as EXHIBIT E.

37.   NOTICES.

      All notices, requests, approvals, and other communications required or
      permitted to be delivered under this Lease must be in writing and are
      effective:

                                                                         PAGE 37
<PAGE>

      (a)   on the business day sent if sent by telecopier prior to 5:00 p.m.,
            Dallas, Texas time, and the sending telecopier generates a written
            confirmation of sending;

      (b)   the next business day after delivery on a business day to a
            nationally-recognized- overnight-courier service for prepaid
            overnight delivery;

      (c)   if orderly delivery of the mail is not then disrupted or threatened,
            in which event some method of delivery other than the mail must be
            used, 3 days after being deposited in the United States mail,
            certified, return receipt requested, postage prepaid; or

      (d)   upon receipt if delivered personally or by any method other than by
            telecopier (with written confirmations
            nationally-recognized-overnight-courier service, or mail;

      in each instance addressed to Landlord or Tenant, as the case may be, at
      the address specified in Paragraph 1 of this Lease, or to any other
      address either party may designate by 10 days' prior notice to the other
      party.

      With respect to any default notice to Landlord, a copy of the notice must
      be sent on the same date as sent to Landlord to:

                        Baker & Botts, L.L.P.
                        800 Trammell Crow Center
                        2001 Ross Avenue
                        Dallas, Texas 75201
                        Attention: Jonathan W. Dunlay
                        Telecopier No.: (214) 953-6503

38.   HAZARDOUS MATERIALS.

      (a)   Tenant may not:

            (1)   cause or permit the escape, disposal, or release in the Leased
                  Premises or the Project of any biologically active, chemically
                  active, or hazardous substances or materials (collectively,
                  HAZARDOUS SUBSTANCES); or

            (2)   bring, or permit any other Tenant Party to bring, any
                  hazardous substances into the Leased Premises or the Project.

            The term HAZARDOUS SUBSTANCES includes, but is not limited to, those
            described in the Comprehensive Environmental Response Compensation
            and Liability Act of 1980, as amended, 42 U.S.C. Section 9601 et
            seq., the Resource Conservation and Recovery Act, as amended, 42
            U.S.C. Section 6901 et seq., the Texas Water Code,

                                                                         PAGE 38
<PAGE>

            the Texas Solid Waste Disposal Act, and other applicable state or
            local environmental laws and the regulations adopted under those
            acts.

      (b)   If any lender or governmental agency requires testing to ascertain
            whether or not a release of hazardous substances has occurred in or
            on the Leased Premises or the Project based on probable cause that a
            release occurred and was caused by any Tenant Party, then Tenant
            shall reimburse the reasonable costs of the testing to Landlord on
            demand as additional Rent.

      (c)   Tenant shall execute affidavits, representations, and the like from
            time to time at Landlord's request concerning Tenant's best
            knowledge and belief regarding the presence of hazardous substances
            in the Leased Premises and the Project.

      (d)   Tenant shall indemnify Landlord in the manner elsewhere provided in
            this Lease from any release of hazardous substances in or on the
            Leased Premises or the Project caused or permitted by any Tenant
            Party.

      (e)   Landlord shall not cause or permit the escape, disposal or release
            in the Leased Premises or the Project of any hazardous substances in
            violation of law or bring any hazardous substances into the Leased
            Premises or the Project in violation of laws.

      (f)   These covenants survive the expiration or earlier termination of
            this Lease.

39.   BUSINESS PURPOSE.

      Tenant represents that this Lease is executed by Tenant, and all
      obligations of Tenant arising out of this Lease are, primarily for
      business or commercial purposes and not for personal, family, or household
      purposes.

40.   SEVERABILITY.

      Each of the terms of this Lease is, and must be construed to be, separate
      and independent. If any of the terms of this Lease or its application to
      any person or circumstances is to any extent invalid and unenforceable,
      the remainder of this Lease, or the application of that term to persons or
      circumstances other than those as to which it is invalid or unenforceable,
      are not affected thereby.

41.   NO MERGER.

      The fact that the same person may acquire or hold, directly or indirectly,
      this Lease or the leasehold estate hereby created or any interest in this
      Lease or in the leasehold estate as well as the fee estate in the Leased
      Premises or any interest in the fee estate does not cause a

                                                                         PAGE 39
<PAGE>

      merger of this Lease or of the leasehold estate hereby created with the
      fee estate in the Leased Premises.

42.   FORCE MAJEURE.

      When this Lease prescribes a period of time for action to be taken by
      Landlord or Tenant, Landlord or Tenant is not liable or responsible for,
      and there is excluded from the computation for the period of time, any
      delays due to strikes, acts of God, shortages of labor or materials, war,
      governmental laws, regulations, restrictions, or any other cause of any
      kind that is beyond the control of Landlord or Tenant, provided that the
      foregoing shall not apply to Tenant's obligation to pay amounts payable
      under this Lease, which amounts shall be paid on the dates and within the
      time periods provided in this Lease without extension or delay, except as
      provided in Section 8(c).

43.   BROKERAGE; MUTUAL INDEMNITIES.

      (a)   Tenant warrants that it has had no dealings with any broker or agent
            in connection with the negotiation or execution of this Lease other
            than Tenant's Broker and Landlord's Broker (collectively, BROKERS).
            Tenant shall indemnify, defend, and hold Landlord harmless against
            all costs, expenses, attorneys' fees, or other liability for
            commissions or other compensation or charges claimed by any broker
            or agent other than Brokers claiming by, through, or under Tenant
            with respect to this Lease or any renewal or extension or with
            respect to any expansion of the Leased Premises.

      (b)   Landlord warrants that it has had no dealings with any broker or
            agent in connection with the negotiations or execution of this Lease
            other than Brokers. Landlord shall indemnify, defend, and hold
            Tenant harmless against all costs, expenses, attorneys' fees, or
            other liability for commissions or other compensation or charges
            claimed by any broker or agent, including Brokers, claiming by,
            through or under Landlord with respect to this Lease or any renewal
            or extension or with respect to any expansion of the Leased
            Premises.

      (c)   Any brokerage commissions payable to Brokers are payable by Landlord
            pursuant to the terms of separate agreements between Landlord and
            Brokers.

44.   GENDER.

      Words of any gender used in this Lease include any other gender and words
      in the singular number include the plural, unless the context otherwise
      requires.

                                                                         PAGE 40
<PAGE>

45.   JOINT AND SEVERAL LIABILITY.

      If there is more than one Tenant, the obligations imposed upon Tenant
      under this Lease are joint and several. If Tenant is a general or limited
      partnership, each general partner of Tenant is jointly and severally
      liable for the obligations imposed upon Tenant under this Lease.

46.   No REPRESENTATIONS.

      LANDLORD OR LANDLORD'S AGENTS MADE NO REPRESENTATIONS OR PROMISES WITH
      RESPECT TO THE LEASED PREMISES OR THE PROJECT EXCEPT AS EXPRESSLY SET
      FORTH IN THIS LEASE. NO RIGHTS, EASEMENTS, OR LICENSES ARE ACQUIRED BY
      TENANT BY IMPLICATION OR OTHERWISE EXCEPT AS EXPRESSLY SET FORTH IN THIS
      LEASE.

47.   ENTIRE AGREEMENT; AMENDMENTS.

      This Lease is the entire agreement between the parties. All negotiations,
      considerations, representations, and understandings between Landlord and
      Tenant are incorporated in this Lease. No act or omission of any employee
      or agent of Landlord or of Landlord's Broker may alter, change, or modify
      any of the terms of this Lease. No amendment or modification of this Lease
      is binding unless expressed in a written instrument executed by Landlord
      and Tenant.

48.   PARAGRAPH HEADINGS.

      The paragraph headings in this Lease are for convenience only and in no
      way enlarge or limit the scope or meaning of the paragraphs in this Lease.

49.   BINDING EFFECT.

      All terms of this Lease are binding upon the respective heirs, personal
      representatives, successors, and, to the extent assignment is permitted,
      assigns of Landlord and Tenant.

50.   EXHIBITS.

      The following exhibits are attached to and made a part of this Lease:

            EXHIBIT A [Leased Premises],

            EXHIBIT B [Land],

            EXHIBIT C, [Project Rules and Regulations],

            EXHIBIT D [Contractor Insurance Requirements],

            EXHIBIT E [Estoppel Certificate),

            EXHIBIT F [Tenant Finish Construction,] and

                                                                         PAGE 41
<PAGE>

            EXHIBIT G [Janitorial Specifications]

51.   COUNTERPARTS.

      This Lease may be executed in two or more counterparts, each of which is
      deemed an original and all of which together constitute one and the same
      instrument.

52.   RENTAL TAX.

      Tenant shall pay as additional Rent all licenses, charges, and other fees
      of every kind and nature as and when they become due arising out of or in
      connection with Tenant's use and occupancy of the Leased Premises and the
      Project (including the parking garages), including but not limited to
      license fees, business license taxes, and privilege, sales, excise, or
      other taxes (other than income) imposed upon Rent or upon services
      provided by Landlord or upon Landlord in an amount measured by Rent
      received by Landlord.

53.   PARKING.

      (a)   During the Lease Term, Landlord shall provide, twenty-seven (27)
            unreserved parking spaces in the Off-Site Garage and four (4) spaces
            in the On-Site Garage, which four (4) spaces shall, at Tenant's
            option, be either reserved or unreserved spaces, and, subsequent to
            availability, on a month-to-month basis, up to sixty (60) additional
            unreserved spaces in the Off-Site Garage ("Temporary Spaces"),
            specified by Landlord and issue to Tenant one parking access card
            for each parking space. As rental for the parking spaces, Tenant
            shall pay (i) $75.00 per month (plus any applicable sales tax) for
            the first twenty-four (24) months of the Lease Term, $90.00 per
            month (plus any applicable sales tax) for months twenty-five (25)
            through sixty (60) of the Lease Term, and the parking charge (plus
            any applicable sales tax) then imposed by Landlord thereafter for
            the unreserved parking spaces in the Off-Site Garage, (ii) $125.00
            per month (plus any applicable sales tax) for the first twenty-four
            (24) months of the Lease term, $135.00 per month (plus any
            applicable sales tax) for months twenty-five (25) through sixty (60)
            of the Lease Term, and the parking charge (plus any applicable sales
            tax) then imposed by Landlord thereafter for the unreserved parking
            spaces in the On-Site Garage, and (iii) $225.00 per month (plus any
            applicable sales tax) for the first twenty-four (24) months of the
            Lease Term, $235.00 per month (plus any applicable sales tax) for
            months twenty-five (25) through sixty (60) of the Lease Term, and
            the parking charge (plus any applicable sales tax) then imposed by
            Landlord thereafter for the reserved parking spaces in the On-Site
            Garage. Prior to issuance of the parking access cards, Tenant must
            deliver to Landlord a list of the automobile license numbers of
            Tenant's employees who will be using the cards, together with
            Landlord's then current per card deposit. This deposit is forfeited
            to Landlord if any card is lost or damaged or not returned to

                                                                         PAGE 42
<PAGE>

            Landlord on request and a new deposit must be delivered to Landlord
            before a replacement card is issued to Tenant.

      (b)   Except to the extent Tenant has exercised its option to lease
            reserved parking spaces as provided in Subparagraph (a) above,
            Tenant is not assigned designated parking spaces, but is permitted
            to use whatever unreserved stalls are available, on a first- come,
            first-served basis in areas of the parking garage designated from
            time to time by Landlord. If for any reason Landlord fails or is
            unable to provide parking spaces to Tenant or parking spaces in the
            parking garage are not available for use by Tenant Parties, this
            failure or inability is not a default by Landlord under this Lease;
            provided, however, that Landlord shall not intentionally transfer
            the parking garages in a manner designed to terminate Tenant's
            parking rights. If parking spaces are not available to Tenant due to
            intentional acts of Landlord for more than 10 consecutive days,
            Landlord shall use reasonable efforts to make available to Tenant
            sufficient substitute unassigned parking spaces (in the amount of
            those spaces not available to Tenant) within a one-half (1/2) mile
            radius until such parking spaces are again available to Tenant.

      (c)   All Tenant Parties must comply with all traffic, security, safety,
            and other rules and regulations promulgated from time to time by the
            operator of the garage.

      (d)   During any renewal or extension of the Lease Term or during any
            holdover after the termination of this Lease, Landlord reserves the
            right to charge Tenant the parking charge (plus any applicable sales
            tax) then imposed by Landlord for parking at the Project.

      (e)   Upon thirty (30) days prior written notice, Landlord has the right
            to terminate any of the Temporary Spaces at any time and from time
            to time, including without limitation, at times necessary or
            required for purposes of granting to new tenants of the Building
            rights to park in the Off-Site Garage.

54.   TENANT'S SERVICE PROVIDERS.

      Tenant shall cause all moving companies and other entities providing
      services to Tenant to deliver evidence satisfactory to Landlord that the
      insurance specified in EXHIBIT D is in force prior to entering the
      Project.

55.   SECURITY DISCLAIMER.

      ANY SECURITY MEASURES PROVIDED BY LANDLORD MAY NOT BE TREATED BY TENANT AS
      A GUARANTEE AGAINST CRIME. LANDLORD DOES NOT MAKE, AND TENANT WAIVES, ANY
      GUARANTY OR WARRANTY, EXPRESSED OR IMPLIED, WITH RESPECT TO SECURITY AT
      THE PROJECT OR IN THE BUILDING,

                                                                         PAGE 43
<PAGE>

      OR THAT ANY SECURITY MEASURES WILL PREVENT OCCURRENCES OR CONSEQUENCES OF
      CRIMINAL ACTIVITY. ANY MECHANICAL SECURITY DEVICES CAN BE RENDERED
      INOPERATIVE AT ANY TIME. LANDLORD IS NOT RESPONSIBLE FOR A TEMPORARY
      FAILURE OF SUCH DEVICES. IF SUCH DEVICES ARE IN NEED OF REPAIR, TENANT
      WAIVES ALL WARRANTIES, EXPRESSED OR IMPLIED, WITH RESPECT TO LANDLORD'S
      REPAIR OF SUCH DEVICES. LANDLORD'S INSTALLATION OR USE OF ANY SECURITY
      MEASURE DOES NOT CONSTITUTE A VOLUNTARY UNDERTAKING OR AGREEMENT BY
      LANDLORD TO PROVIDE SECURITY TO ANY TENANT PARTY. LANDLORD MAY MODIFY,
      REDUCE OR ELIMINATE THE USE OF ANY SECURITY MEASURE AT ANY TIME WITHOUT
      NOTICE TO TENANT. NEITHER LANDLORD NOR ITS AGENTS, EMPLOYEES OR
      REPRESENTATIVES ARE LIABLE IN ANY WAY FOR ANY DISRUPTION IN THE OPERATION
      OR PERFORMANCE OF ANY SECURITY MEASURE. LANDLORD DOES NOT MAKE, AND TENANT
      WAIVES, ANY GUARANTY OR WARRANTY THAT THE PRESENCE OF ANY SECURITY MEASURE
      AT THE PROJECT OR IN THE BUILDING IN ANY WAY INCREASES THE PERSONAL
      SECURITY OF ANY TENANT PARTY OR ITS PROPERTY. LANDLORD IS NOT LIABLE TO
      ANY TENANT PARTY FOR ANY INJURY, DAMAGE OR LOSS WHATSOEVER WHICH IS CAUSED
      (A) AS A RESULT OF ANY PROBLEM, DEFECT, MALFUNCTION OR THE FAILURE OF THE
      PERFORMANCE OF ANY SECURITY MEASURE OR (B) BY ANY PERSON ENGAGING IN
      CRIMINAL ACTIVITY.

56.   INTENTIONALLY DELETED

57.   RELOCATION OF THE LEASED PREMISES.

      (a)   At any time during the Lease Term or any renewal or extension
            thereof, Landlord may relocate the Leased Premises within the
            Building by giving Tenant at least 30 days' prior notice, subject to
            the following:

            (1)   the premises being substituted for the Leased Premises (the
                  SUBSTITUTE SPACE) may not be lower in the Building than Floor
                  14, must be in the same elevator bank as the Leased Premises,
                  and must contain approximately the same number of Rentable
                  Square Feet as the original Leased Premises; and

            (2)   Landlord shall reimburse Tenant for Tenant's actual
                  out-of-pocket expenses for moving Tenant's furniture,
                  equipment, supplies, telephones, and telephone equipment from
                  the original Leased Premises to the Substitute Space within 30
                  days after receipt of a certified, itemized statement of those
                  costs, together with paid invoices therefor.

                                                                         PAGE 44
<PAGE>

      (b)   Tenant may, at its option, elect either to accept possession of the
            Substitute Space in its "AS IS" condition on the effective date of
            the relocation or to require Landlord to remodel the Substitute
            Space in the same manner as the original Leased Premises were
            remodeled under the terms of EXHIBIT F. Tenant may exercise this
            option by giving notice to Landlord within 10 days after the date of
            the relocation notice from Landlord. If Landlord does not receive
            notice of Tenant's exercise of this option within the 10-day period,
            Tenant is deemed to elect to require remodeling in accordance with
            EXHIBIT F.

      (c)   The Substitute Space is substituted for the original Leased Premises
            and becomes the Leased Premises on the Relocation Effective Date
            (defined below) on the same terms as under this Lease, except that
            if the Substitute Space contains more Rentable Square Feet than the
            original Leased Premises, the Minimum Rent, Tenant's Electricity
            Percentage, and Tenant's Excess Operating Costs Percentage increase
            proportionately; provided, the Minimum Rent increase is limited to a
            maximum increase of 5% even if the Substitute Space is more than 5%
            larger than the original Leased Premises.

      (d)   The RELOCATION EFFECTIVE DATE is:

            (1)   the date specified in Landlord's relocation notice (which date
                  may not be less than 90 days after the date, of the notice) if
                  Tenant elects to take the Substitute Space as-is; or

            (2)   the date, Landlord substantially completes the remodeling of
                  the Substitute Space, subject to the Tenant delay provisions
                  of EXHIBIT F, if Tenant exercises or is deemed to exercise its
                  option to cause Landlord to remodel the Substitute Space.

      (e)   Tenant shall move from the original Leased Premises into the
            Substitute Space and surrender possession of the original Leased
            Premises to Landlord no later than the Relocation Effective Date. If
            Tenant continues to occupy the original Leased Premises after the
            Relocation Effective Date, then, Tenant shall:

            (1)   pay Rent for both the original Leased Premises and the
                  Substitute Space until Tenant surrenders the original Leased
                  Premises to Landlord; and

            (2)   pay to Landlord on demand as additional Rent any damages that
                  Landlord incurs as a result of Tenant's failure to timely
                  surrender the original Leased Premises, including, but not
                  limited, to attorneys' fees and court costs incurred by
                  Landlord in enforcing Landlord's rights under this Paragraph,
                  together with interest at the Interest Rate from the date of
                  demand until repaid by Tenant.

                                                                         PAGE 45
<PAGE>

58.   LIMITATION OF ACTIONS.

      Any claim, demand, right, or defense of Tenant arising out of this Lease
      is barred unless Tenant commences an action or asserts an affirmative
      defense within 2 years after the date of the event giving rise to Tenant's
      claim, demand, right, or defense. Tenant represents and warrants to
      Landlord that Tenant has consulted with legal counsel regarding the effect
      of this Paragraph.

59.   EXECUTION AND APPROVAL OF LEASE.

      Employees and agents of Landlord and of Landlord's Broker have no
      authority to make or agree to make a lease or any other agreement or
      undertaking in connection herewith. The submission of this Lease for
      examination and negotiation is not an offer to lease, agreement to
      reserve, or option to lease the Leased Premises. This Lease is effective
      and binding on Landlord only upon the execution and delivery of this Lease
      by Landlord and Tenant. If Landlord's first mortgagee requires any
      modifications of the terms of this Lease as a condition to approving this
      Lease, other than a modification of the Minimum Rent, Tenant shall execute
      and deliver any required modifications within 10 days after receipt of
      Landlord's demand.

60.   RIGHT OF FIRST NOTICE.

      (a)   If during the Lease Term space on floor 15 of the Building (the
            FIRST NOTICE SPACE) is available for lease and Landlord receives an
            expression of interest in the First Notice Space from a prospective
            tenant, Landlord shall deliver a notice to Tenant offering to lease
            the First Notice Space to Tenant. Landlord's notice must specify the
            First Notice Rate (defined below). The term AVAILABLE FOR LEASE
            means that the First Notice Space is not then subject to any
            existing rights of third parties, including, without limitation,
            rights of first notice, expansion rights, extension rights, options
            to lease, or other rights.

      (b)   Tenant may elect to lease the First Notice Space by delivering a
            notice (the RESPONSE NOTICE) to Landlord within 5 days after the
            date of Landlord's notice specifying that Tenant elects either (1)
            to lease all, but not less than all, of the applicable First Notice
            Space offered or (2) to decline to lease the applicable First Notice
            Space offered.

      (c)   If (1) Landlord does not receive the Response Notice within the
            5-day period or (2) in the Response Notice Tenant does not elect to
            lease all of the applicable First Notice Space offered, Tenant is
            deemed to waive its right to lease the First Notice Space and Tenant
            has no further rights under this Paragraph, but Tenant shall have a
            continuing right of first notice with respect to the First Notice
            Space subsequently offered on terms materially different from those
            contained in Landlord's notice or if

                                                                         PAGE 46
<PAGE>

            Landlord does not enter into a binding commitment with the
            prospective tenant within 120 days after delivery of Landlord's
            notice to Tenant.

      (d)   If Tenant timely delivers a Response Notice electing to lease all of
            the applicable First Notice Space offered, Tenant's lease of the
            applicable First Notice Space commences on the earlier of the date
            that Tenant occupies such First Notice Space or the date 60 days
            after Landlord's receipt of the Response Notice and is on the same
            terms as this Lease except that the Rent and other applicable terms
            for the First Notice Space adjust based on the First Notice Rate.
            Landlord shall prepare and deliver to Tenant an amendment to the
            Lease adding the First Notice Space to the Leased Premises upon the
            terms specified in this Paragraph, Tenant shall execute, and deliver
            the amendment to Landlord within 10 days after Tenant's receipt of
            the amendment, and Landlord will deliver to Tenant a counterpart of
            the amendment executed by Landlord.

      (e)   Landlord is not obligated to offer the First Notice Space to Tenant,
            and Tenant may not exercise its option to lease the First Notice
            Space, if at the time Landlord would otherwise be obligated to give
            the Notice to Tenant, Tenant is in default under this Lease.

      (f)   The term FIRST NOTICE RATE means the Market Rate, as defined in
            Paragraph 61, as determined by Landlord in its sole discretion,
            provided the Rent components of the First Notice Rate will not be
            less than the Rent then being paid under this Lease.

      (g)   Tenant may not assign this option to lease the First Notice Space to
            any assignee of the Lease, nor may any sublessee or assignee
            exercise this option.

61.   OPTION TO EXTEND LEASE TERM.

      (a)   If Tenant is not in default under this Lease at the time of the
            exercise of this option or at the commencement of the extended Lease
            Term, Tenant may extend the initial Lease Term for 2 extension terms
            of 5 years each commencing on the next day after the initial
            Expiration Date as to the first renewal term and on the next day
            after the expiration of the first renewal term as to the second
            renewal term by giving Landlord an extension notice at least 12
            months, but not more than 15 months, prior to the (i) initial
            Expiration Date as to the first renewal option, and (ii) the
            expiration of the first renewal term as to the second renewal
            option. If Tenant timely gives a valid extension notice, the Lease
            Term is extended for 5 years upon the same terms as in the Lease,
            except that the Rent and other applicable terms adjust based on the
            Market Rate (defined below) and Tenant has no further option to
            extend the Lease Term after these option's are exercised.

                                                                         PAGE 47
<PAGE>

      (b)   Within 30 days after Landlord receives Tenant's extension notice,
            Landlord shall deliver a notice to Tenant specifying the Market
            Rate. If Tenant does not approve Landlord's designation of Market
            Rate, then Tenant, as its sole remedy, may revoke its exercise
            notice by delivering a revocation notice to Landlord within 30 days
            after Tenant's receipt of Landlord's notice specifying the Market
            Rate, but otherwise Tenant may not revoke its extension notice. If
            Tenant gives a revocation notice, the Lease Term ends on the initial
            Expiration Date as to the first renewal option or the expiration of
            the first renewal term as to the second renewal option and Tenant
            has no further rights under this Paragraph.

      (c)   The term MARKET RATE means the Minimum Rent that Landlord quotes for
            space similar to the Leased Premises for a 5-year term commencing on
            the same date as the extension term, as determined by Landlord in
            its sole discretion; provided, the Rent components of the Market
            Rate will not be less than the Rent being paid under this Lease at
            the end of the Lease Term.

      (d)   Tenant may not assign this extension option to any assignee of the
            Lease, nor may any sublessee or assignee exercise this extension
            option.

      (e)   If the Lease Term is extended under this Paragraph, Landlord shall
            prepare, and Landlord and Tenant will execute and deliver an
            amendment to the Lease extending the Lease Term within 30 days after
            Tenant's election to renew the Lease Term.

      This Lease is executed in multiple originals as of the date first above
      set forth.

                                                                         PAGE 48
<PAGE>

                                    LANDLORD:

                                    F/P/D Master Lease, Inc.,
                                    a Texas corporation

                                    By: /s/ John B. Detwiler
                                        ----------------------------------------
                                    Name: John B. Detwiler
                                    Title: Asst. Vice President

                                    TENANT:

                                    Service Asset Management Company
                                    a North Carolina corporation

                                    By: /s/ Roger J. Engemoen, Jr.
                                        ----------------------------------------
                                    Name: Roger J. Engemoen, Jr.
                                    Title: President

                                                                         PAGE 49
<PAGE>

                                    EXHIBIT A

                         to Office Lease by and between

                   F/P/D Master Lease, Inc., as Landlord,

                                       and

                   Service Asset Management Company, as Tenant

                        FLOOR PLAN OF THE LEASED PREMISES

                                       A-l
<PAGE>

                            [FOURTEENTH FLOOR PLAN]

<PAGE>

                             [FIFTEENTH FLOOR PLAN]

<PAGE>

                                    EXHIBIT B

                         to Office Lease by and between

                      F/P/D Master Lease, Inc., as Landlord

                                       and

                   Service Asset Management Company, as Tenant

                                    THE LAND

                                       B-1
<PAGE>

PARCEL 1 (The Project Fee Tract)

      Being all of that certain lot, tract or parcel of land, a part of which
being situated in the Live Oak Office Building Addition in the City of Dallas,
according to the Map thereof recorded in Volume 81122, Page 1117, of the Deed
Records of Dallas County, Texas, and in Lot 1, Block A/475 (Official City
Numbers) of the City of Dallas, and all of such land being situated in the J.
Grigsby Survey, Abstract No. 495, in the City of Dallas, Dallas County, Texas,
and being more particularly described as follows:

      BEGINNING at a point for corner being the present intersection of the
Northerly right-of-way line of Elm Street (an 80-foot public right-of-way) with
the Westerly right-of-way line of North St. Paul Street (a 60-foot public
right-of-way);

      THENCE South 14 degrees 00' 00" East, a distance of 14.50 feet to a point
for corner;

      THENCE South 76 degrees 00' 00" West, a distance of 394.56 feet to a point
for corner, said point being in the Easterly right-of-way line of Ervay Street
(a 50-foot public right-of-way);

      THENCE North 14 degrees 00' 00" West, along the Easterly right-of-way line
of Ervay Street, a distance of 230.50 feet to a point for corner;

      THENCE North 76 degrees 00' 00" East, a distance of 394.56 feet to a point
for corner, said point being in the Westerly right-of-way line of North St. Paul
Street;

      THENCE South 14 degrees 00' 00" East, along the Westerly right-of-way line
of North St. Paul Street, a distance of 24.00 feet to a point for corner;

      THENCE North 76 degrees 00' 00" East, a distance of 6.85 feet to a point
for corner;

      THENCE South 14 degrees 00' 00" East, a distance of 192.00 feet to a point
for corner;

      THENCE South 76 degrees 00' 00" West, a distance of 6.85 feet to the
intersection of the Northerly right-of-way line of Elm Street with the Westerly
right-of-way line of North St. Paul Street, being the POINT OF BEGINNING, and
containing 92,261.38 square feet or 2.1180 acres of land.

                            Exhibit B- Page 1 of 43
<PAGE>

SAVE AND EXCEPT the following described Tracts A through G:

TRACT A (The Easterwood Leasehold Tract plus the Open Areas Tract, the Mezzanine
Tracts, and the Subway Tunnel Tract conveyed by Southern Methodist University)

      Being all of that certain lot, tract, or parcel of land situated in the
Live Oak Office Building Addition in the City of Dallas, according to the Map
thereof recorded in Volume 81122, Page 1117, of the Deed Records of Dallas
County, Texas, and situated in the J. Grigsby Survey, Abstract No. 495, and
being part of Lot 1, Block A/475 (Official City Numbers) of the City of Dallas,
Dallas County, Texas, and being more particularly described as follows:

      COMMENCING at a point being the present intersection of the Northerly
right-of-way line of Elm Street (an 80-foot public right-of-way) with the
Westerly right-of-way line of North St. Paul Street (a 60-foot public
right-of-way); thence South 76 degrees 00' 00" West, along the Northerly
right-of-way line of Elm Street, a distance of 267.90 feet to the POINT OF
BEGINNING;

      THENCE South 76 degrees 00' 00" West, a distance of 50.00 feet along the
Northerly right-of-way line of Elm Street to a point for corner;

      THENCE North 14 degrees 00' 00" West, a distance of 47.53 feet to a point
for corner;

      THENCE North 45 degrees 33' 42" East, a distance of 57.99 feet to a point
for corner;

      THENCE South 14 degrees 00' 00" East, a distance of 76.91 feet to a point
in the Northerly right-of-way line of Elm Street, being the POINT OF BEGINNING,
and containing 3,110.90 square feet or 0.0714 acre of land.

TRACT B (The Open Areas Tract)

      Being the surface estate only in and to the tract or parcel of land more
particularly described below, such "surface" being all portions of such land
above the depth which is the lesser of (a) four feet (4') below the actual
surface as it presently exists on the date hereof, or (b) the uppermost surfaces
of the underground improvements as constructed therein by First City Center
Associates, which surface estate was reserved by the City of Dallas in those
certain deeds to C F Pacific, Inc. recorded in Volume 81105, Page 2790; Volume
81105, Page 2809; and Volume 81105, Page 2799, of the Deed Records of Dallas
County, Texas, as such deeds have been corrected by that certain Master
Corrective

                            Exhibit B- Page 2 of 43
<PAGE>

Deed from the City of Dallas to C F Pacific, Inc., dated June 1, 1984, and
recorded on June 14, 1984, in Volume 84118, Page 5300 of the Deed Records of
Dallas County, Texas, and as such surface estate was conveyed by First City
Center Associates to the City of Dallas by that certain Deed (the "FCCA Open
Areas Deed"), dated June 1, 1984, and recorded on June 14, 1984, in Volume
84118, Page 5325 of the Deed Records of Dallas County, Texas, subject, however,
to the easements in favor of 1700 Pacific Associates Limited Partnership, its
successors and assigns, as the assignee of First City Center Associates pursuant
to the Special Warranty Deed and Assignment of Ground Leases dated June 21, 1984
and recorded June 21, 1984 in Volume 84124, Page 402 of the Deed Records of
Dallas County, Texas) granted and/or reserved in said deeds, as more
specifically described hereinafter as Parcel 9 (The Open Areas Easements Tract):

      Being all of that certain lot, tract, or parcel of land, a part of which
being situated in the Live Oak Office Building Addition in the City of Dallas,
according to the Map thereof recorded in Volume 81122, Page 1117 of the Deed
Records of Dallas County, Texas, and in Lot 1, Block A/475 (Official City
Numbers) of the City of Dallas, Texas, and parts of which being situated in the
rights-of-way of Pacific Avenue and Elm Street adjacent to said Lot 1, Block
A/475, and all of such land being situated in the J. Grigsby Survey, Abstract
No. 495, of the City of Dallas, Dallas County, Texas, and being more
particularly described as follows:

      BEGINNING at a point for corner being the present intersection of the
Northerly right-of-way line of Elm Street (an 80-foot public right-of-way) with
the Westerly right-of-way line of North St. Paul Street (a 60-foot public
right-of-way);

      THENCE South 14 degrees 00' 00" East, along the Westerly right-of-way line
of North St. Paul Street, a distance of 14.50 feet to a point for corner;

      THENCE South 76 degrees 00' 00" West, a distance of 394.56 feet to a point
for corner, said point being in the Easterly right-of-way line of Ervay Street
(a 50-foot public right-of-way);

      THENCE North 14 degrees 00' 00" West, along the Easterly right-of-way line
of Ervay Street, a distance of 230.50 feet to a point for corner;

      THENCE North 76 degrees 00' 00" East, a. distance of 394.56 feet to a
point for corner, said point being in the Westerly right-of-way line of North
St. Paul Street;

                            Exhibit B- Page 3 of 43
<PAGE>

      THENCE South 14 degrees 00' 00" East, along the Westerly right-of-way line
of North St. Paul Street, a distance of 16.00 feet to a point for corner, said
point being the present intersection of the Westerly right-of-way line of North
St. Paul Street with the Southerly right-of-way line of Pacific Avenue (an
80-foot public right-of-way);

      THENCE South 76 degrees 00' 00" West, along the Southerly right-of-way
line of Pacific Avenue, a distance of 17.10 feet to a point for corner;

      THENCE South 45 degrees 47' 33" West, a distance of 43.20 feet to a point
for corner;

      THENCE North 44 degrees 15' 22" West, a distance of 6.62 feet to a point
for corner;

      THENCE South 45 degrees 44' 38" West, a distance of 21.80 feet to a point
for corner;

      THENCE North 44 degrees 15' 22" West, a distance of 30.20 feet to a point
for corner;

      THENCE South 45 degrees 44' 38" West, a distance of 66.80 feet to a point
for corner;

      THENCE North 44 degrees 15' 22" West, a distance of 30.00 feet to a point
for corner;

      THENCE South 45 degrees 44' 38" West, a distance of 125.80 feet to a point
for corner;

      THENCE South 44 degrees 15' 22" East, a distance of 30.00 feet to a point
for corner;

      THENCE South 45 degrees 44' 38" West, a distance of 67.00 feet to a point
for corner;

      THENCE South 44 degrees 15' 22" East, a distance of 16.95 feet to a point
for corner, said point being in the Northerly boundary line of the
above-described Tract A - The Easterwood Leasehold Tract;

      THENCE South 45 degrees 33' 42" West, along the Northerly boundary line of
the above-described Tract A - The .Easterwood Leasehold Tract, a distance of
11.94 feet to a point for corner, said point being the Northwest corner of the
said Tract A - The Easterwood Leasehold Tract;

                             Exhibit B- Page 4 of 43
<PAGE>

      THENCE South 14 degrees 00' 00" East, along the Westerly boundary-line of
the above-described Tract A - The Easterwood Leasehold Tract, a distance of
47.53 feet to a point for corner, said point being in the Northerly right-of-way
line of Elm Street;

      THENCE North 76 degrees 00' 00" East, along the Northerly right-of-way
line of Elm Street, a distance of 317.90 feet to the POINT OF BEGINNING, and
containing 39,913.49 square feet or 0.9163 acres of land.

TRACT C (The North St. Paul Street Sidewalk Tract)

      Being the surface estate only in and to the tract or parcel of land more
particularly described below, such "surface" being all portions of such land
above the depth which is the lesser of (a) four feet (4') below the actual
surface as it presently exists, on the date hereof, or (b) the uppermost
surfaces of the underground improvements as constructed therein by First City
Center Associates, which surface estate was reserved by the City of Dallas in
that certain deed to C F Pacific, Inc., recorded in Volume 81105, Page 2799, of
the Deed Records of Dallas County, Texas, as such deed has been corrected by
that certain Master Corrective Deed from the City of Dallas to C F Pacific,
Inc., dated June 1, 1984, and recorded on June 14, 1984, in Volume 84118, Page
5300 of the Deed Records of Dallas County, Texas, and as such surface estate was
conveyed by First City Center Associates to the City of Dallas by that certain
Deed (the "FCCA Open Areas Deed"), dated June 1, 1984, and recorded on June 14,
1984, in Volume 84118, Page 5325 of the Deed Records of Dallas County, Texas,
subject, however, to the easements in favor of 1700 Pacific Associates Limited
Partnership, its successors and assigns, as the assignee of First City Center
Associates pursuant to the Special Warranty Deed and Assignment of Ground Leases
dated June 21, 1984 and recorded June 21, 1984 in Volume 84124, Page 402 of the
Deed Records of Dallas County, Texas) granted and/or reserved in said deeds, as
more specifically described hereinafter as Parcel 9 (The Open Areas Easements
Tract):

      Being all of that certain lot, tract, or parcel of land, being situated in
the J. Grigsby Survey, Abstract No. 495, Dallas County, Texas, and being a part
of North St. Paul Street (a 60-foot public right-of-way) adjacent to Lot 1,
Block A/475 (Official City Numbers) of the City of Dallas, Dallas County, Texas,
and being more particularly described as follows:

      BEGINNING at a point for corner being the present intersection of the
Northerly right-of-way line of Elm Street (an 80-foot public right-of-way) with
the Westerly right-of-way line of North St. Paul Street (a 60-foot public
right-of-way) ;

                            Exhibit B- Page 5 of 43
<PAGE>

      THENCE North 14 degrees 00' 00" West, along the Westerly right-of-way line
of North St. Paul Street, a distance of 192.00 feet to a point for corner;

      THENCE North 76 degrees 00' 00" East, a distance of 6.85 feet to a point
for corner;

      THENCE South 14 degrees 00' 00" East, along a line which is 6.85 feet
perpendicularly distant Northeast from, and parallel to, the Westerly
right-of-way line of said North St. Paul Street, a distance of 192.00 feet to a
point for corner, said point being in the Northerly right-of-way line of Elm
Street;

      THENCE South 76 degrees 00' 00" West, along the Northerly right-of-way
line of Elm Street, a distance of 6.85 feet to the POINT OF BEGINNING, and
containing 1,315.2 square feet or 0.0302 acre of land.

TRACT D (The Mezzanine Tract - Concourse Level)

      Being a subsurface estate only, bounded on the bottom at 443.0 feet above
mean sea level ("M.S.L.") and bounded at the top at 453.0 feet above M.S.L., in
and to the following described tract or parcel of land, but excluding from such
subsurface estate all existing structural columns, primary support beams,
foundations, bearing walls, and other structural improvements constructed
therein by First City Center Associates, and the land, areas, and spaces in
which such structural improvements are located, which subsurface estate was
granted from First City Center Associates to the City of Dallas by that certain
Deed (the "FCCA Mezzanine Deed"), dated June 1, 1984, recorded on June 14, 1984,
in Volume 84118, Page 5334 of the Deed Records of Dallas County, Texas, and is
subject to the restrictions upon the City of Dallas and the reservations,
easements, and interim rights in favor of 1700 Pacific Associates Limited
Partnership, its successors and assigns, as the assignee of First City Center
Associates pursuant to the Special Warranty Deed and Assignment of Ground Leases
dated June 21, 1984 and recorded June 21, 1984 in Volume 84124, Page 402 of the
Deed Records of Dallas County, Texas) to use such subsurface estate, all as set
forth in said FCCA Mezzanine Deed, as more specifically described hereinafter as
Parcel 10 (The Mezzanine Easements Tract):

      Being part of the Live Oak Office Building Addition, an addition to the
City of Dallas, Dallas County, Texas, as shown on the Map thereof recorded in
Volume 81122, Page 1117 of the Deed Records of Dallas County, Texas, and
situated in Lot 1, Block A/475 (Official City Numbers) of the City of Dallas,
Dallas County, Texas, and being more particularly described as follows:

                            Exhibit B- Page 6 of 43
<PAGE>

      COMMENCING at a point being the present intersection of the Northerly
right-of-way line of Elm Street (an 80-foot public right-of-way) with the
Westerly right-of-way line of North St. Paul Street (a 60-foot public
right-of-way); thence South 76 degrees 00' 00" West, along the Northerly
right-of-way line of said Elm Street, a distance of 276.23 feet to a point for
corner; and thence North 44 degrees 15' 22" West, a distance of 62.09 feet to
the POINT OF BEGINNING;

      THENCE North 44 degrees 15' 22" West, a distance of 16.96 feet to a point
for corner;

      THENCE North 45 degrees 44' 38" East, a distance of 50.67 feet to a point
for corner;

      THENCE South 14 degrees 00' 00" East, a distance of 19.48 feet to a point
for corner, said point being on the Northerly boundary line of the
above-described Tract A - The Easterwood Leasehold Tract;

      THENCE South 45 degrees 33' 42" West, along the Northerly boundary line of
the said Tract A - The Easterwood Leasehold Tract, a distance of 40.85 feet to
the POINT OF BEGINNING, and containing 772.82 square feet or 0.0177 acre of
land.

TRACT E (The Mezzanine Tract - Garage Level 1)

      Being a subsurface estate only, bounded on the bottom at 433.0 feet above
M.S.L. and bounded at the top at 443.0 feet above M.S.L., in and to the
following described tract or parcel of land, but excluding from such subsurface
estate all existing structural columns, primary support beams, foundations,
bearing walls, and other structural improvements constructed therein by First
City Center Associates, and the land, areas, and spaces in which such structural
improvements are located, which subsurface estate was granted from First City
Center Associates to the City of Dallas by that certain deed (the "FCCA
Mezzanine Deed") , dated June 1, 1984, and recorded on June 14, 1984, in Volume
84118, Page 5334 of the Deed Records of Dallas County, Texas, and is subject to
the restrictions upon the City of Dallas and the reservations, easements, and
interim rights in favor of 1700 Pacific Associates Limited Partnership, its
successors and assigns, as the assignee of First City Center Associates pursuant
to the Special Warranty Deed and Assignment of Ground Leases dated June 21, 1984
and recorded June 21, 1984 in Volume 84124, Page 402 of the Deed Records of
Dallas County, Texas) to use such subsurface estate, all as set-forth in said
FCCA Mezzanine Deed, as more specifically described hereinafter as Parcel 10
(The Mezzanine Easements Tract):

                             Exhibit B- Page 7 of 43
<PAGE>

      Being all of that certain tract or parcel of land, a part of which being
situated in the Live Oak Office Building Addition, an addition to the City of
Dallas, Dallas County, Texas, as shown on the Map thereof recorded in Volume
81122, Page 1117, of the Deed Records of Dallas County, Texas, and in Lot 1,
Block A/475 (Official City Numbers) of the City of Dallas, Dallas County, Texas,
and a part of which being situated in the subsurface of the right-of-way of Elm
Street adjacent to said Lot 1, Block A/475, and being more particularly
described as follows:

      COMMENCING at a point being the present intersection of the Southerly
right-of-way line of Pacific Avenue (an 80-foot public right-of-way) with the
Easterly right-of-way line of Ervay Street (a 50-foot public right-of-way);
thence South 14 degrees 00' 00" East, along the Easterly right-of-way line of
said Ervay Street, a distance of 107.97 feet to the POINT OF BEGINNING;

      THENCE North 76 degrees 00' 00" East, a distance of 16.00 feet to a point
for corner;

      THENCE South 44 degrees 15' 22" East, a distance of 68.00 feet to a point
for corner;

      THENCE North 45 degrees 44' 38" East, a distance of 25.00 feet to a point
for corner;

      THENCE North 44 degrees 15' 22" West, a distance of 16.00 feet to a point
for corner;

      THENCE North 45 degrees 44' 38" East, a distance of 39.00 feet to a point
for corner;

      THENCE South 44 degrees 15' 22" East, a distance of 16.89 feet to a point
for corner, said point being on the Northerly boundary line of the above
described Tract A The Easterwood Leasehold Tract;

      THENCE South 45 degrees 33' 42" West, along the Northerly boundary line of
the said Tract A - The Easterwood Leasehold Tract, a distance of 34.03 feet to a
point for corner, said point being the Northwest corner of the said Tract A -
The Easterwood Leasehold Tract;

      THENCE South 14 degrees 00' 00" East, along the Westerly boundary line of
the said Tract A - The Easterwood-Leasehold Tract, a distance of 21.99 feet to a
point for corner;

      THENCE South 45 degrees 44' 38" West, a distance of 68.89 feet to a point
for corner;

                             Exhibit B- Page 8 of 43
<PAGE>

      THENCE North 14 degrees 00' 00" West, a distance of 9.17 feet to a point
for corner;

      THENCE South 76 degrees 00' 00" West, a distance of 17.18 feet to a point
for corner, said point being in the Easterly right-of-way line of Ervay Street;

      THENCE North 14 degrees 00' 00" West, along the Easterly right-of- way
line of Ervay Street, a distance of 92.00 feet to the POINT OF BEGINNING, and
containing 4,873.01 square feet or 0.1119 acre of land.

TRACT F - (The Mezzanine Tract - Garage Level 2)

      Being a subsurface estate only, bounded on the bottom at a variable
elevation above M.S.L., ranging from 421.5 feet above M.S.L. to 425.0 feet above
M.S.L., which bottom boundary is (a) the uppermost boundary of the below
described Tract G - The Subway Tunnel Tract, with respect to all portions of the
below described Mezzanine Tract - Garage Level 2 which are directly above the
said Subway Tunnel Tract, and (b) 425.0 feet above M.S.L., with respect to all
other portions of the below-described Mezzanine Tract - Garage Level 2, and
bounded on the top at 433.0 feet above M.S.L., in and to the following described
tract or parcel of land, but excluding from such subsurface estate all existing
structural columns, primary support beams, foundations, bearing walls, and other
structural improvements constructed therein by First City Center Associates, and
the land, areas, and spaces in which such structural improvements are located,
which subsurface estate was granted from First City Center Associates to the
City of Dallas by that certain deed (the "FCCA Mezzanine Deed"), dated June 1,
1984, and recorded on June 14, 1984, in Volume 84118, Page 5334 of the Deed
Records of Dallas County, Texas, and is subject to the restrictions upon the
City of Dallas and the reservations, easements, and interim rights in favor of
1700 Pacific Associates Limited Partnership, its successors and assigns, as the
assignee of First City Center Associates pursuant to the Special Warranty Deed
and Assignment of Ground Leases dated June 21, 1984 and recorded June 21, 1984
in Volume 84124, Page 402 of the Deed Records of Dallas County, Texas) to use
such subsurface estate, all as set forth in said FCCA Mezzanine Deed, as more
specifically described hereinafter as Parcel 10 (the Mezzanine Easements Tract):

      Being all of that certain tract or parcel of land, a part of which being
situated in the Live Oak Office Building Addition, an addition to the City of
Dallas, Dallas County, Texas, as shown on the Map thereof recorded in Volume
81122, Page 1117, of the Deed Records of Dallas County, Texas, and in Lot 1,
Block A/475 (Official City Numbers) of the City of Dallas, Dallas County,

                             Exhibit B- Page 9 of 43
<PAGE>

Texas, and a part of which being situated in the subsurface of the right-of-way
of Elm Street adjacent to said Lot 1, Block A/475, and being more particularly
described as follows:

      COMMENCING at a point being the present intersection of the Southerly
right-of-way line of Pacific Avenue (an 80-foot public right-of-way) with the
Easterly right-of-way line of Ervay Street (a 50-foot public right-of-way);
thence South 14 degrees 00' 00" East, along the Easterly right-of-way line of
said Ervay Street, a distance of 125.42 feet to the POINT OF BEGINNING;

      THENCE North 45 degrees 44' 38" East, a distance of 22.14 feet to a point
for corner;

      THENCE South 44 degrees 15' 22" East, a distance of 56.00 feet to a point
for corner;

      THENCE North 45 degrees 44' 38" East, a distance of 14.83 feet to a point
for corner;

      THENCE South 44 degrees 15' 22" East, a distance of 2.00 feet to a point
for corner;

      THENCE North 45 degrees 44' 38" East, a distance of 9.67 feet to a point
for corner;

      THENCE North 44 degrees 15' 22" West, a distance of 22.00 feet to a point
for corner;

      THENCE North 45 degrees 44' 38" East, a distance of 40.00 feet to a point
for corner;

      THENCE South 44 degrees 15' 22" East, a distance of 7.00 feet to a point
for corner;

      THENCE South 45 degrees 44' 38" West, a distance of 23.00 feet to a point
for corner;

      THENCE South 44 degrees 15' 22" East, a distance of 2.00 feet to a point
for corner;

      THENCE North 45 degrees 44' 38" East, a distance of 23.00 feet to a point
for corner;

      THENCE South 44 degrees 15' 22" East, a distance of 16.88 feet to a point
for corner, said point being on the Northerly boundary line of the above
described Tract A - The Easterwood Leasehold Tract;

                            Exhibit B- Page 10 of 43
<PAGE>

      THENCE South 45 degrees 33' 42" West, along the Northerly boundary line of
said Tract A - The Easterwood Leasehold Tract, a distance of 34.05 feet to a
point for corner, said point being the Northwest corner of the said Tract A -
The Easterwood Leasehold Tract;

      THENCE South 14 degrees 00' 00" East, along the Westerly boundary line of
the said Tract A - The Easterwood Leasehold Tract, a distance of 22.01 feet to a
point for corner;

      THENCE South 45 degrees 44' 38" West, a distance of 68.86 feet to a point
for corner;

      THENCE North 14 degrees 00' 00" West, a distance of 9.17 feet to a point
for corner;

      THENCE South 76 degrees 00' 00" West, a distance of 17.18 feet to a point
for corner, said point being in the Easterly right-of-way line of Ervay Street;

      THENCE North 14 degrees 00' 00" West, along the Easterly right-of-way line
of Ervay Street, a distance of 74.58 feet to the POINT OF BEGINNING, and
containing 5,055.60 square feet or 0.1160 acre of land.

TRACT G (The Subway Tunnel Tract)

      Being a subsurface estate only, bounded on the bottom at 397.0 feet above
M.S.L. and bounded at the top at a variable elevation above M.S.L., ranging from
416.5 feet above M.S.L. to 421.5 feet above M.S.L., which top boundary is three
feet (3') below the lowermost surface of those two certain concrete structural
slabs heretofore constructed above such subsurface estate by First City Center
Associates at approximately 425.0 and 420.0 feet above M.S.L., in and to the
following described tract or parcel of land, but excluding from such subsurface
estate all existing footings, caissons, columns, structural beams and other
supports, structural slabs, and other improvements constructed therein by First
City Center Associates, and the land, areas, and spaces in which such
improvements are located, which subsurface estate was granted from First City
Center Associates to the City of Dallas by that certain deed (the "FCCA Subway
Tunnel Deed") dated June 1, 1984, and recorded on June 14, 1984, in Volume
84118, Page 5344 of the Deed Records of Dallas County, Texas, and is subject to
the restrictions upon the City of Dallas and the reservations, easements, and
rights of access in favor of 1700 Pacific Associates Limited Partnership, its
successors and assigns, as the assignee of First City Center Associates pursuant
to the Special Warranty Deed and Assignment of Ground Leases dated June 21, 1984
and recorded June 21, 1984 in Volume 84124,

                            Exhibit B- Page 11 of 43
<PAGE>

Page 402 of the Deed Records of Dallas County, Texas), all as set forth in said
FCCA Subway Tunnel Deed, as more specifically described hereinafter as Parcel 11
(the Subway Tunnel Easements Tract):

      Being all of that certain lot, tract, or parcel of land, a part of which
being situated in the Live Oak Office Building Addition, an addition to the City
of Dallas, as shown on the Map thereof recorded in Volume 81122, Page 1117, of
the Deed Records of Dallas County, Texas, and in Lot 1, Block A/475 (Official
City Numbers) of the City of Dallas, Dallas County, Texas, and parts of which
being situated in the subsurface of the rights-of-way of Pacific Avenue and Elm
Street adjacent to said Lot 1, Block A/475, and being more particularly
described as follows:

      COMMENCING at a point being the present intersection of the Southerly
right-of-way line of Pacific Avenue (an 80-foot public right-of-way) with the
Westerly right-of-way line of North St. Paul Street (a 60-foot public
right-of-way); thence South 76 degrees 00' 00" West, along the Southerly
right-of-way line of Pacific Avenue, a distance of 31.45 feet to the POINT OF
BEGINNING;

      THENCE South 45 degrees 44' 42" West, a distance of 278.39 feet to a point
for corner, said point being in the Easterly boundary line of the
above-described Tract A - The Easterwood Leasehold Tract;

      THENCE North 14 degrees 00' 00" West, along the said Easterly boundary
line of the said Tract A - The Easterwood Leasehold Tract, a distance of 15.38
feet to a point for corner, said point being the Northeast corner of the said.
Tract A - The Easterwood Leasehold Tract;

      THENCE South 45 degrees 33' 42" West, along the Northerly boundary line of
the said Tract A - The Easterwood Leasehold Tract, a distance of 57.99 feet to a
point for corner, said point being the Northwest corner of the said Tract A -
The Easterwood Leasehold Tract;

      THENCE South 14 degrees 00' 00" East, along the Westerly boundary line of
the said Tract A - The Easterwood Leasehold Tract, a distance of 15.16 feet to a
point for corner;

      THENCE South 45 degrees 44' 42" West, a distance of 84.10 feet to a point
for corner, said point being in the Easterly right-of-way line of Ervay Street
(a 50-foot public right-of-way);

      THENCE North 14 degrees 00' 00" West, along the Easterly right-of-way line
of said Ervay Street, a distance of 69.50 feet to a point for corner;

                            Exhibit B- Page 12 of 43
<PAGE>

      THENCE North 45 degrees 44' 42" East, a distance of 314.26 feet to a point
for corner, said point being on a line which is 16.0 feet distant Northwest of,
and parallel with, the Southerly right-of-way line of Pacific Avenue;

      THENCE North 76 degrees 00' 00" East, along a line which is 16.0 feet
distant Northwest of, and parallel with, the Southerly right-of-way line of
Pacific Avenue, a distance of 119.08 feet to a point for corner;

      THENCE South 45 degrees 44' 42" West, a distance of 31.76 feet to a point
on the Southerly right-of-way line of Pacific Avenue, being the POINT OF
BEGINNING, and containing 22,227.67 square feet or 0.5103 acres of land.

PARCEL 2 (The Easterwood Leasehold Tract)

      All that certain leasehold estate (excepting the last day of the term
thereof unless so extended, in which event excepting only the last day of the
term as so extended) in and to the following described parcel of land, created
by that certain Ground Lease, dated as of May 1, 1980, between Eva Easterwood
(now deceased), Individually and as the Independent Executrix of the Estate of
W. E. Easterwood, and Southern Methodist University, as Lessor (the fee interest
of Eva Easterwood having been conveyed to Southern Methodist University by deed
dated May 30, 1984, and recorded in Volume 84118, Page 5311 of the Deed
Records of Dallas County, Texas), and Pacific Investments, Inc., a Texas
corporation, as Lessee, a memorandum of which is recorded in Volume 80117, Page
0197 of the Deed Records of Dallas County, Texas, which Ground Lease has been
assigned: (a) by C F Pacific, Inc. (formerly known as Pacific Investments,
Inc.), a Texas corporation, to First City Center Associates, a Texas limited
partnership, the sole general partner of which is C F Pacific, Inc., by
Assignment of Lease, dated June 22, 1981, and recorded in Volume 81122, Page
3288, Deed Records of Dallas County, Texas; (b) by First City Center Associates,
a Texas limited partnership, the sole general partner of which is C F Pacific,
Inc., to First City Bank of Dallas, a Texas state banking corporation, by that
certain Special Warranty Deed and Assignment of Ground Lease, dated July 1,
1982, recorded in Volume 82131, Page 2782 of the Deed Records of Dallas County,
Texas; (c) by First City Bank of Dallas, a Texas state banking corporation, to
First City Center Associates, a Texas limited partnership, the sole general
partner of which is C F Pacific, Inc., by that certain Special Warranty Deed and
Assignment of Ground Lease, dated May 18, 1984, recorded in Volume 84106, Page
2947 of the Deed Records of Dallas County, Texas; and (d) by First City Center
Associates, a Texas limited partnership, to 1700 Pacific Associates Limited
Partnership, a Connecticut limited partnership, by that Special Warranty Deed

                            Exhibit B- Page 13 of 43
<PAGE>

and Assignment of Ground Leases dated June 21, 1984 and recorded June 21, 1984
in Volume 84124, Page 402 of the Deed Records of Dallas County, Texas, and which
Ground Lease has been amended by that certain Agreement, dated March 5, 1981,
and further amended by that certain Second Amendment to Lease, dated September
21, 1983, which Second Amendment to Lease is recorded in Volume 84083, Page 3298
of the Deed Records of Dallas County, Texas, as ratified by Statement of Ground
Lessor dated September 28, 1994 from Southern Methodist University to Teachers
Insurance Annuity Association of America recorded in Volume 95120, Page 1, Deed
Records, Dallas County, Texas (the Ground Lease, as the same has been so
assigned and so amended, is herein collectively called the "Easterwood Ground
Lease"). together with all rights, titles, interests, options, and estates of
1700 Pacific Associates Limited Partnership in, to, and under such Easterwood
Ground Lease (the said Easterwood Ground Lease being for a term of fifty (50)
years commencing on May 1, 1980 and ending on April 30, 2030, with five (5)
options to renew and extend said term for additional terms of ten (10) years
each):

      Being all of that certain lot, tract, or parcel of land situated in the
Live Oak Office Building Addition, an addition to the City of Dallas, according
to the Map thereof recorded in Volume 81122, Page 1117 of the Deed Records of
Dallas County, Texas, and situated in the J. Grigsby Survey, Abstract No. 495,
and in Lot 1, Block A/475 (Official City Numbers) of the City of Dallas, Dallas
County, Texas, and being more particularly described as follows:

      COMMENCING at a point being the present intersection of the Northerly
right-of-way line of Elm Street (an 80-foot public right-of-way) with the
Westerly right-of-way line of North St. Paul Street (a 60-foot public
right-of-way); thence South 76 degrees 00' 00" West, along the Northerly
right-of-way line of Elm Street, a distance of 267.90 feet to the POINT OF
BEGINNING;

      THENCE South 76 degrees 00' 00" West, along the Northerly right-of-way
line of Elm Street, a distance of 50.00 feet to a point for corner;

      THENCE North 14 degrees 00' 00" West, a distance of 47.53 feet to a point
for corner;

      THENCE North 45 degrees 33' 42" East, a distance of 57.99 feet to a point
for corner;

      THENCE South 14 degrees 00' 00" East, a distance of 76.91 feet to a point
on the Northerly-right-of-way line of Elm Street, being the POINT OF BEGINNING,
and containing 3110.90 square feet or 0.0714 acre of land.

                            Exhibit B- Page 14 of 43
<PAGE>

SAVE AND EXCEPT the following described Tracts B-1, D-1, E-1 F-1, and G-1:

TRACT B-1 (The Easterwood Open Areas Tract)

      Being the surface estate only in and to the tract or parcel of land more
particularly described below, such "surface" being all portions of such land
above the depth which is the lesser of (a) four feet (4') below the actual
surface as it presently exists on the date hereof, or (b) the uppermost surfaces
of the underground improvements as constructed therein by First City Center
Associates, which surface estate was granted by Southern Methodist University to
the City of Dallas by that certain Deed (the "Easterwood Open Areas Deed"),
dated May 30, 1984, and recorded on June 14, 1984, in Volume 84118, Page 5351 of
the Deed Records of Dallas County, Texas, and is subject to the reservations and
easements in favor of 1700 Pacific Associates Limited Partnership, its
successors and assigns as the assignee of First City Center Associates pursuant
to that Special Warranty Deed and Assignment of Ground Leases dated June 21,
1984 and recorded June 21, 1984 in Volume 84124, Page 402 of the Deed Records of
Dallas County, Texas, and any successor lessee under the Easterwood Ground
Lease, as set forth in such Easterwood Open Areas Deed, as more specifically
described hereinafter as Parcel 9 (The Open Areas Easements Tract):

      Being all of that certain lot, tract, or parcel situated in the Live Oak
Office Building Addition, an addition to the City of Dallas, according to the
Map thereof recorded in Volume 81122, Page 1117 of the Deed Records of Dallas
County, Texas, and in Lot 1, Block A/475 (Official City Numbers) of the City of
Dallas, Dallas County, Texas, and being more particularly described as follows:

      COMMENCING at a point being the present intersection of the Northerly
right-of-way line of Elm Street (an 80-foot public right-of-way) with the
Westerly right-of-way line of North St. Paul Street (a 60-foot public
right-of-way); thence South 76 degrees 00' 00" West, along the Northerly
right-of-way line of Elm Street, a distance of 317.90 feet to a point for
corner; and thence North 14 degrees 00' 00" West, along the Westerly boundary
line of the above described Parcel 2 - The Easterwood Leasehold Tract, a
distance of 24.88 feet to the POINT OF BEGINNING;

      THENCE North 14 degrees 00' 00" West, continuing along the Westerly
boundary line of the said Parcel 2 - The Easterwood Leasehold Tract, a distance
of 22.65 feet to a point for corner, said point being the Northwest corner of
the said Parcel 2 - The Easterwood Leasehold Tract;

                            Exhibit B- Page 15 of 43
<PAGE>

      THENCE North 45 degrees 33' 42" East, along the Northerly boundary line of
the said Parcel 2 - The Easterwood Leasehold Tract, a distance of 11.94 feet to
a point for corner;

      THENCE South 44 degrees 15' 22" East, a distance of 19.62 feet to a point
for corner;

      THENCE South 45 degrees 47' 33" West, a distance of 23.46 feet to the
POINT OF BEGINNING, and containing 346.20 square feet of land.

TRACT D-1 (The Mezzanine Tract - Concourse Level)

      Being a subsurface estate only, bounded on the bottom at 443.0 feet above
M.S.L. and bounded at the top at 453.0 feet above M.S.L., in and to the
following described tract or parcel of land, but excluding from such subsurface
estate all existing structural columns, primary support beams, foundations,
bearing walls, and other structural improvements constructed therein by First
City Center Associates, and the land, areas, and spaces in which such structural
improvements are located, which subsurface estate was granted by Southern
Methodist University to the City of Dallas by that certain deed (the "Easterwood
Mezzanine Deed") dated May 30, 1984, and recorded on June 14, 1984, in Volume
84118, Page 5359 of the Deed Records of Dallas County, Texas, and is subject to
the restrictions upon the City of Dallas and the reservations, easements, and
interim rights in favor of 1700 Pacific Associates Limited Partnership, its
successors and assigns as the assignee of First City Center Associates pursuant
to that Special Warranty Deed and Assignment of Ground Leases dated June 21,
1984 and recorded June 21, 1984 in Volume 84124, Page 402 of the Deed Records of
Dallas County, Texas, and any successor lessee under the Easterwood Ground
Lease, to use such subsurface estate, all as set forth in said, Easterwood
Mezzanine Deed, as more specifically described hereinafter as Parcel 10 (The
Mezzanine Easements Tract):

      Being part of the Live Oak Office Building Addition, an addition to the
City of Dallas, Dallas County, Texas, as shown on the Map thereof recorded in
Volume 81122, Page 1117, of the Deed Records of Dallas County, Texas, and
situated in Lot 1, Block A/475 (Official City Numbers) of the City of Dallas,
Dallas County, Texas, and being more particularly described as follows:

      COMMENCING at a point being the present intersection of the Northerly
right-of-way line of Elm Street (an 80-foot public right-of-way) with
the-Westerly right-of-way line of North St. Paul Street (a 60-foot public
right-of-way); thence South 76 degrees 00' 00" West, along the Northerly
right-of-way line of said Elm Street, a distance of 276.23 feet to a point for
corner; and

                            Exhibit B - Page 16 of 43
<PAGE>

thence North 44 degrees 15' 22" West, a distance of 47.05 feet to the POINT OF
BEGINNING;

      THENCE North 44 degrees 15' 22" West, a distance of 15.04 feet to a point
for corner, said point being on the Northerly boundary line of the
above-described Parcel 2 - The Easterwood Leasehold Tract;

      THENCE North 45 degrees 33' 42" East, along the Northerly boundary line of
said Parcel 2 - The Easterwood Leasehold Tract, a distance of 40.85 feet to a
point for corner;

      THENCE South 14 degrees 00' 00" East, a distance of 17.57 feet to a point
for corner;

      THENCE South 45 degrees 44' 38" West, a distance of 32.00 feet to the
POINT OF BEGINNING, and containing 549.84 square feet or 0.0127 acre of land.

TRACT E-1 (The Mezzanine Tract - Garage Level 1)

      Being a subsurface estate only, bounded on the bottom at 433.0 feet above
M.S.L. and bounded at the top at 443.0 feet above M.S.L., in and to the
following described tract or parcel of land, but excluding from such subsurface
estate all existing structural columns, primary support beams, foundations,
bearing walls, and other structural improvements constructed therein by First
City Center Associates, and the land, areas, and spaces in which such structural
improvements are located, which subsurface estate was granted by Southern
Methodist University to the City of Dallas by that certain deed (the "Easterwood
Mezzanine Deed"), dated May 30, 1984, and recorded on June 14, 1984, in Volume
84118, Page 5359 of the Deed Records of Dallas County, Texas, and is subject to
the restrictions upon the City of Dallas and the reservations, easements, and
interim rights in favor of 1700 Pacific Associates Limited Partnership, its
successors and assigns as the assignee of First City Center Associates pursuant
to that Special Warranty Deed and Assignment of Ground Leases dated June 21,
1984 and recorded June 21, 1984 in Volume 84124, Page 402 of the Deed Records of
Dallas County, Texas, and any successor lessee under the Easterwood Ground
Lease, to use such subsurface estate, all as set forth in said Easterwood
Mezzanine Deed, as more specifically described hereinafter as Parcel 10 (The
Mezzanine Easements Tract):

      Being part of the Live Oak Office Building Addition, an addition to the
City of Dallas, Dallas County, Texas, as shown on the Map thereof recorded in
Volume 81122, Page 1117, of the Deed Records of Dallas County, Texas, and
situated in Lot 1, Block A/475 (Official City Numbers) of the City of Dallas,
Dallas County, Texas, and being more particularly described as follows:

                            Exhibit B- Page 17 of 43
<PAGE>

      COMMENCING at a point being the present intersection of the Northerly
right-of-way line of Elm Street (an 80-foot public right-of-way) with the
Westerly right-of-way line of North St. Paul Street (a 60-foot public
right-of-way); thence South 76 degrees 00' 00" West, along the Northerly
right-of-way line of said Elm Street, a distance of 317.90 feet to a point for
corner; and thence North 14 degrees 00' 00" West, along the Westerly boundary
line of the above described Parcel 2 - The Easterwood Leasehold Tract, a
distance of 25.54 feet to the POINT OF BEGINNING;

      THENCE North 14 degrees 00' 00" West, continuing along the Westerly
boundary line of the said Parcel 2 - The Easterwood Leasehold Tract, a distance
of 21.99 feet to a point for corner, said point being the Northwest corner of
the said Parcel 2 - The Easterwood Leasehold Tract;

      THENCE North 45 degrees 33' 42" East, along the Northerly boundary line of
the said Parcel 2 - The Easterwood Leasehold Tract, a distance of 34.03 feet to
a point for corner;

      THENCE South 44 degrees 15' 22" East, a distance of 5.11 feet to a point
for corner;

      THENCE South 45 degrees 44' 38" West, a distance of 22.00 feet to a point
for corner;

      THENCE South 44 degrees 15' 22" East, a distance of 14.00 feet to a point
for corner;

      THENCE South 45 degrees 44' 38" West, a distance of 23.11 feet to the
POINT OF BEGINNING, and containing 445.48 square feet or 0.0102 acre of land.

TRACT F-1 (The Mezzanine Tract - Garage Level 2)

      Being a subsurface estate only, bounded on the bottom at a variable
elevation above M.S.L., ranging from 421.5 feet above M.S.L. to 425.0 feet above
M.S.L., which bottom boundary is: (a) the uppermost boundary of the below
described Tract G-1 - The Subway Tunnel Tract, with respect to all portions of
the below described Tract F-1 - The Mezzanine Tract - Garage Level 2 which are
directly above the said Tract G-1- The Subway Tunnel Tract, and (b) 425.0 feet
above M.S.L., with respect to all other portions of the said Tract F-1 - The
Mezzanine Tract - Garage Level 2, and bounded at the top at 433.0 feet above
M.S.L., in and to the following described tract or parcel of land, but excluding
from such subsurface estate all existing structural columns, primary support
beams, foundations, bearing walls, and other structural improvements constructed
therein by First City Center Associates, and the land, areas, and spaces in
which such

                            Exhibit B- Page 18 of 43
<PAGE>

structural improvements are located, which subsurface estate was granted by
Southern Methodist University to the City of Dallas by that certain deed (the
"Easterwood Mezzanine Deed"), dated May 30, 1984, and recorded on June 14, 1984,
in Volume 84118, Page 5359 of the Deed Records of Dallas County, Texas, and is
subject to the restrictions upon the City of Dallas and the reservations,
easements, and interim rights in favor of 1700 Pacific Associates Limited
Partnership, its successors and assigns as the assignee of First City Center
Associates pursuant to that Special Warranty Deed and Assignment of Ground
Leases dated June 21, 1984 and recorded June 21, 1984 in Volume 84124, Page 402
of the Deed Records of Dallas County, Texas, and any successor lessee under the
Easterwood Ground Lease, to use such subsurface estate, all as set forth in said
Easterwood Mezzanine Deed, as more specifically described hereinafter as Parcel
10 (The Mezzanine Easements Tract):

      Being part of the Live Oak Office Building Addition, an addition to the
City of Dallas, Dallas County, Texas, as shown on the Map thereof recorded in
Volume 81122, Page 1117, of the Deed Records of Dallas County, Texas, and
situated in Lot 1, Block A/475 (Official City Numbers) of the City of Dallas,
Dallas County, Texas, and being more particularly described as follows:

      COMMENCING at a point being the present intersection of the Northerly
right-of-way line of Elm Street (an 80-foot public right-of-way) with the
Westerly right-of-way line of North St. Paul Street (a 60-foot public
right-of-way); thence South 76 degrees 00' 00" West, along the Northerly
right-of-way line of said Elm Street, a distance of 317.90 feet to a point for
corner; and thence North 14 degrees 00' 00" West, along the Westerly boundary
line of the above-described Parcel 2 - The Easterwood Leasehold Tract, a
distance of 25.52 feet to the POINT OF BEGINNING;

      THENCE North 14 degrees 00' 00" West, continuing along the Westerly
boundary line of the said Parcel 2 - The Easterwood Leasehold Tract, a distance
of 22.01 feet to a point for corner, said point being the Northwest corner of
the said Parcel 2 - The Easterwood Leasehold Tract;

      THENCE North 45 degrees 33' 42" East, along the Northerly boundary line of
the said Parcel 2 - The Easterwood Leasehold Tract, a distance of 34.05 feet to
a point for corner;

      THENCE South 44 degrees 15' 22" East, a distance of 5.12 feet to a point
for corner;

      THENCE South 45 degrees 44' 38" West, a distance of 22.00 feet to a point
 for corner;

                            Exhibit B- Page 19 of 43

<PAGE>

      THENCE South 44 degrees 15' 22" East, a distance of 14.00 feet to point
for corner;

      THENCE South 45 degrees 44' 38" West, a distance of 23.14 feet to the
POINT OF BEGINNING, and containing 446.50 square feet or 0.0103 acre of land.

TRACT G-l (The Subway Tunnel Tract)

      Being a subsurface estate only, bounded on the bottom at 397.0 feet above
M.S.L. and bounded at the top at approximately 421.5 feet above M.S.L., which
top boundary is three feet (3') below the lowermost surface of a certain
concrete structural slab heretofore constructed above such subsurface estate by
First City Center Associates at approximately 425.0 feet above M.S.L., in and to
the following described tract or parcel of land, but excluding from such
subsurface estate all existing footings, caissons, columns, structural beams and
other supports, structural slabs, and other improvements constructed therein by
First City Center Associates, and the land, areas, and spaces in which such
improvements are located, which subsurface estate was granted by Southern
Methodist University to the City of Dallas by that certain deed (the "Easterwood
Subway Tunnel Deed"), dated May 30, 1984, and recorded on June 14, 1984, in
Volume 84118, Page 5370 of the Deed Records of Dallas County, Texas, and is
subject to the restrictions upon the City of Dallas and the reservations,
easements, and rights of access in favor of 1700 Pacific Associates Limited
Partnership, its successors and assigns as the assignee of First City Center
Associates pursuant to that Special Warranty Deed and Assignment of Ground
Leases dated June 21, 1984 and recorded June 21, 1984 in Volume 84124, Page 402
of the Deed Records of Dallas County, Texas, and any successor lessee under the
Easterwood Ground Lease, all as set forth in said Easterwood Subway Tunnel
Deed, as more specifically described hereinafter as Parcel 11 (The Subway Tunnel
Easements Tract):

      Being part of the Live Oak Office Building Addition, an addition to the
City of Dallas, Dallas County, Texas, as shown on the Map thereof recorded in
Volume 81122, Page 1117, of the Deed Records of Dallas County, Texas, and
situated in Lot 1, Block A/475 (Official City Numbers) of the City of Dallas,
Dallas County, Texas, and being more particularly described as follows:

      COMMENCING at a point being the present intersection of the Northerly
right-of-way line of Elm Street (an 80-foot public right-of-way) with the
Westerly right-of-way line of North St. Paul Street (a 60-foot public
right-of-way); thence South 76 degrees 00' 00" West, along the Northerly
right-of-way line of said Elm Street, a distance of 317.90 feet to a point for
corner; and

                            Exhibit B- Page 20 of 43

<PAGE>

thence North 14 degrees 00' 00" West, along the Westerly boundary line of the
above-described Parcel 2 - The Easterwood Leasehold Tract, a distance of 30.57
feet to the POINT OF BEGINNING;

      THENCE North 14 degrees 00' 00" West, continuing along the Westerly
boundary line of the said Parcel 2 - The Easterwood Leasehold Tract, a distance
of 15.16 feet to a point for corner, said point being the Northwest corner of
the said Parcel 2 - The Easterwood Leasehold Tract;

      THENCE North 45 degrees 33' 42" East, along the Northerly boundary of the
said Parcel 2 - The Easterwood Leasehold Tract, a distance of 57.99 feet to a
point for corner, said point being the Northeast corner of the said Parcel 2 -
The Easterwood Leasehold Tract;

      THENCE South 14 degrees 00' 00" East, along the Easterly boundary line of
the said Parcel 2 - The Easterwood Leasehold Tract, a distance of 15.38 feet to
a point for corner;

      THENCE South 45 degrees 44' 42" West, a distance of 57.88 feet to the
POINT OF BEGINNING, and containing 763.38 square feet or 0.0175 acre of land.

PARCEL 3 (The Garage Fee Tract)

      Being a part of City Block B/125 of the JAMES BENTLY SUBDIVISION, an
addition to the City of Dallas, Dallas County, Texas, as recorded in Volume AA,
Page 213, of the Deed Records of Dallas County, Texas, and a part of City Block
33/125 of the RAILROAD ADDITION, an addition to the City of Dallas, Dallas
County, Texas, as recorded in Volume 4, Page 350 of the Map Records of Dallas
County, Texas, and being more particularly described as follows:

      BEGINNING at a cross for corner at the present intersection of the
Easterly right-of-way line of North Harwood Street (a 75.25-foot public
right-of-way) with the Southerly right-of-way line of Elm Street (an 80-foot
public right-of-way);

      THENCE North 76 degrees 00' 00" East, along the Southerly right-of-way
line of Elm Street, a distance of 235.00 feet to a nail for corner;

      THENCE South 14 degrees 00' 00" East, a distance of 200.15 feet to a nail
for corner in the Northerly right-of-way line of Main Street (a 79.50-foot
public right-of-way);

                            Exhibit B- Page 21 of 43

<PAGE>

      THENCE South 76 degrees 00' 00" West, along said Northerly right-of-way
line of Main Street, a distance of 235.00 feet to a cross for corner in the
Easterly right-of-way line of North Harwood Street;

      THENCE North 14 degrees 00' 00" West, along said Easterly right-of-way
line of North Harwood Street, a distance of 200.15 feet to the POINT OF
BEGINNING, and containing 47,035.25 square feet or 1.0798 acres of land;

SAVE AND EXCEPT THE FOLLOWING DESCRIBED PARCEL:

      Being a part of City Block B/125 of the JAMES BENTLY SUBDIVISION, an
addition to the City of Dallas, Dallas County, Texas, as recorded in Volume AA
Page 213 of the Deed Records of Dallas County, Texas, and a part of Block 33/125
of the RAILROAD ADDITION, an addition to the City of Dallas, Dallas County,
Texas, as recorded in Volume 4, Page 350 of the Map Records of Dallas County,
Texas, and being more particularly described as follows:

      BEGINNING at a point for corner in the Southerly right-of-way line of Elm
Street (an 80-foot public right-of-way); said point being North 76 degrees 00'
00" East, a distance of 166.00 feet from the present intersection of the
Southerly right-of-way line of Elm Street with the Easterly right-of-way line of
North Harwood Street (a 75.25-foot public right-of-way); said point also being
North 76 degrees 00' 00" East, a distance of 175.0 feet from the former
intersection of the Southerly right-of-way line of Elm Street with the former
Easterly right-of-way line of North Harwood Street, at such intersection existed
prior to the conveyance of a 9.00 foot strip of land to the City of Dallas for
the widening of North Harwood Street by deed recorded in Volume 82093, Page 2970
of the Deed Records of Dallas County, Texas;

      THENCE South 14 degrees 00' 00" East, a distance of 100.00 feet to a point
for corner;

      THENCE North 76 degrees 00' 00" East, a distance of 68.00 feet to a point
for corner;

      THENCE North 14 degrees 00' 00" West, a distance of 100.00 feet to a point
for corner, said point being in the Southerly right-of-way line of Elm Street;

      THENCE, South 76 degrees 00' 00" West, along the Southerly right--of-way
line of Elm Street, a distance of 68.00 feet to the POINT OF BEGINNING, and
containing 6,800.00 square feet or 0.1561 acres of land, the said Parcel 3
containing a net of 40,235.25 square feet, or 0.9237 acres of land.

                            Exhibit B- Page 22 of 43

<PAGE>

PARCEL 4 (The Fonberg Leasehold Tract).

      All that certain leasehold estate (excepting the last day of the term
thereof unless so extended, in which event excepting only the last day of the
term as so extended) in and to the following described tract or parcel of land,
created by that certain Ground Lease, dated June 1, 1981, by and between Elaine
Schwartz Fonberg, et al, as Lessor, and Teerts Corporation, as Lessee, a
memorandum of which is recorded in Volume 81170, Page 4141 of the Deed Records
of Dallas County, Texas, as such Ground Lease has been assigned (i) by Teerts
Corporation to C F Pacific, Inc., by Assignment of Lease, dated March 29, 1982,
recorded in Volume 82066, Page 0977 of the Deed Records of Dallas County, Texas,
and assigned (ii) by C F Pacific, Inc., to First City Center Associates, a Texas
limited partnership, the sole general partner of which is C F Pacific, Inc.,
by Assignment of Lease, dated March 29, 1982, recorded in Volume 82066, Page
0983 of the Deed Records of Dallas County, Texas; and further assigned by (iii)
First City Center Associates, a Texas limited partnership, to 1700 Pacific
Associates Limited Partnership, a Connecticut limited partnership, by that
Special Warranty Deed and Assignment of Ground Leases dated June 21, 1984 and
recorded June 21, 1984 in Volume 84124, Page 402 of the Deed Records of Dallas
County, Texas, and as such Ground Lease has been amended by: (a) that certain
Amendment to Ground Lease, dated effective as of June 1, 1981; (b) that certain
Second Amendment to Ground Lease, dated May 17, 1982, a memorandum of which
Second Amendment to Ground Lease is recorded in Volume 82100, Page 2456 of the
Deed Records of Dallas County, Texas; (c) that certain Third Amendment to Lease,
dated June 1, 1984, and recorded in Volume 84118, Page 5397 of the Deed Records
of Dallas County, Texas; and (d) that certain Fourth Amendment to Lease, dated
June 1, 1984, and recorded in Volume 84118, Page 5418 of the Deed Records of
Dallas County, Texas, as ratified by Statement of Ground Lessor dated October
14, 1994 from the lessor to Teachers Insurance and Annuity Association of
America recorded in Volume 95120, Page 1, Deed Records, Dallas County, Texas
(the said Ground Lease, as the same has been so amended and so assigned, is
herein called the "Fonberg Ground Lease"), together with all rights, titles,
interests, options, and estates of 1700 Pacific Associates Limited Partnership
in, to, and under such Fonberg Ground Lease (the said Fonberg Ground Lease being
for a term of fifty (50) years commencing on June 1, 1981 and ending on May 31,
2031 with such renewal and extension options as are set forth in said Fonberg
Ground Lease):

      Being a part of City Block B/125 of the JAMES BENTLY SUBDIVISION, an
addition to the City of Dallas, Dallas County, Texas, as recorded in Volume AA,
Page 213 of the Deed Records of Dallas County, Texas, and a part of City Block
33/125 of the

                            Exhibit B- Page 23 of 43

<PAGE>

RAILROAD ADDITION, an addition to the City of Dallas, Dallas County, Texas, as
recorded in Volume 4, Page 350 of the Map Records of Dallas County, Texas, and
being more particularly described as follows:

      BEGINNING at a point for corner in the Southerly right-of-way line of Elm
Street (an 80-foot public right-of-way); said point being North 76 degrees 00'
00" East, a distance of 166.00 feet from the present intersection of the
Southerly right-of-way line of Elm Street with the Easterly right-of-way line of
North Harwood Street (a 75.25-foot public right-of-way), said point also being
North 76 degrees 00' 00" East, a distance of 175.00 feet from the former
intersection of the Southerly right-of-way line of Elm Street with the former
Easterly right-of way line of North Harwood Street, as such intersection existed
prior to the conveyance of a 9.00 foot strip of land to the City of Dallas for
the widening of North Harwood Street by deed recorded in Volume 82093, Page 2970
of the Deed Records of Dallas County, Texas;

      THENCE South 14 degrees 00' 00" East, a distance of 100.00 feet to a point
for Corner;

      THENCE North 76 degrees 00' 00" East, a distance of 68.00 feet to a point
for corner;

      THENCE North 14 degrees 00' 00" West, a distance of 100.00 feet to a point
for corner, said point being in the Southerly right-of-way line of Elm Street;

      THENCE South 76 degrees 00' 00" West, along the Southerly right-of-way
line of Elm Street, a distance of 68.00 feet to the POINT OF BEGINNING, and
containing 6,800.00 square feet or 0.1561 acres of land.

PARCEL 5 (The Pedestrian Tunnel License Tract)

      The license rights of 1700 Pacific Associates Limited Partnership, its
successors and assigns as the assignee of First City Center Associates pursuant
to that Special Warranty Deed and Assignment of Ground Leases dated June 21,
1984 and recorded June 21, 1984 in Volume 84124, Page 402 of the Deed Records of
Dallas County, Texas, in and to a License, granting the right to use, for the
purpose of constructing, maintaining, and using a pedestrian tunnel within
subsurface space beneath Pacific Avenue, in the tract or parcel of land more
particularly described below, in accordance with, and subject to, the terms,
conditions, and provisions of City of Dallas Ordinance No. 17663, as amended by
City of Dallas Ordinance No. 17698, recorded in Volume 84040, Page 3620 of the
Deed Records of Dallas County, Texas, together with Acceptance of Ordinance as
shown in Volume 84040, Page 3643

                            Exhibit B- Page 24 of 43

<PAGE>

of the Deed Records of Dallas County, Texas, as ratified by Estoppel Certificate
from the City of Dallas dated September 20, 1994, recorded in Volume 95120, Page
1, Deed Records, Dallas County, Texas, such subsurface space extending from a
minimum depth of 3 feet below the crown of Pacific Avenue to a maximum depth of
24 feet below the crown of Pacific Avenue, within that certain tract or parcel
of land situated in the City of Dallas, Dallas County, Texas, and being more
particularly described as follows:

REVISED FIELD NOTES FROM ORDINANCE NO. 17698:

ALL THAT certain lot, tract or parcel of land lying and being situated in the
City and County of Dallas, Texas, more particularly described as follows:

BEING a part of Pacific Avenue between Block A/475 and Block B/477, official
City Block numbers, and being an area to accommodate a pedestrian tunnel under
said street and being more particularly described as follows:

BEGINNING at a point on a line that is 16.0 feet perpendicularly distant
northwest of and parallel with the southeast line of Pacific Avenue, said point
being South 76 degrees 00' West, a distance of 185.5 feet along said line from
the southwest line of St. Paul Street;

THENCE South 76 degrees 00' West along said line that is 16.0 feet
perpendicularly distant northwest of and parallel with the southeast line of
Pacific Avenue, a distance of 26.4 feet to a point for corner;

THENCE North 14 degrees 00' West, a distance of 12.5 feet to a point for corner;

THENCE North 76 degrees 00' East, a distance of 8.0 feet to a point for corner;

THENCE North 14 degrees 00' West, a distance of 51.5 feet to a point for corner
in the northwest line of Pacific Avenue;

THENCE North 76 degrees 00' East along said northwest line of Pacific Avenue, a
distance of 18.4 feet to a point for corner;

THENCE South 14 degrees 00' East crossing Pacific Avenue, a distance of 64.0
feet to the place of beginning and containing approximately 1,277 square feet of
land.

                            Exhibit B- Page 25 of 43

<PAGE>

PARCEL 6 (The Pedestrian Tunnel Easement Tract)

      The easement in favor of 1700 Pacific Associates Limited Partnership, its
successors and assigns as the assignee of First City Center Associates pursuant
to that Special Warranty Deed and Assignment of Ground Leases dated June 21,
1984 and recorded June 21, 1984 in Volume 84124, Page 402 of the Deed Records of
Dallas County, Texas, in the following described parcel or tract of land,
created by that certain Pedestrian Tunnel Development Construction, Maintenance,
and Easements Agreement, dated June 17, 1983, by and between First City Center
Associates, a Texas limited partnership, and RepublicBank Dallas, National
Association, a national banking association, recorded in Volume 84055, Page 4218
of the Deed Records of Dallas County, Texas, as ratified by Estoppel Certificate
from Roxford Capital Corporation, successor in interest to RepublicBank Dallas,
National Association, dated October 13, 1994, recorded in Volume 95120, Page 1,
Deed Records of Dallas County, Texas (the "Tunnel Agreement"), which tract is
more particularly described as follows:

      Being all of that certain lot, tract, or parcel of land situated in the J.
Grigsby Survey, Abstract A-495, and being part of City Block B/477 (Official
City Numbers) of the City of Dallas, Dallas County, Texas, and lying beneath the
present surface of the earth between an elevation of three feet (3') below the
crown of Pacific Avenue and an elevation of twenty-four feet (24') below the
crown of Pacific Avenue, and being more particularly described as follows:

      COMMENCING at a point being the present intersection of the Southerly
right-of-way line of Pacific Avenue (an 80-foot public right-of-way) and the
Westerly right-of-way line of North St. Paul Street (a 60-foot public
right-of-way); thence South 76 degrees 00' 00" West, a distance of 185.50 feet
along the Southerly right-of-way line of Pacific Avenue to a point for corner;
and thence North 14 degrees 00' 00" West, a distance of 80.00 feet, across
Pacific Avenue, to the POINT OF BEGINNING, said point being in the Northerly
right-of-way line of Pacific Avenue and also being the Northeast corner of the
above-described Parcel 5 - The Pedestrian Tunnel License Tract;

      THENCE South 76 degrees 00' 00" West, along the Northerly right-of-way
line of Pacific Avenue and also along the Northerly boundary line of the
above-described Parcel 5 - The Pedestrian Tunnel License Tract, a distance of
18.40 feet to a point for corner;

      THENCE North 14 degrees 00' 00" West, a distance of 21.21 feet to a point
for corner;

                            Exhibit B- Page 26 of 43

<PAGE>

      THENCE North 76 degrees 00' 00" East, a distance of 18.40 feet to a point
for corner;

      THENCE South 14 degrees 00' 00" East, a distance of 21.21 feet to a point
on the Northerly right-of-way line of Pacific Avenue, being the POINT OF
BEGINNING, and containing 390.26 square feet or .0090 acres of land.

PARCEL 7 (The Skybridge License Tract)

      The license rights of 1700 Pacific Associates Limited Partnership, its
successors and assigns as the assignee of First City Center Associates pursuant
to that Special Warranty Deed and Assignment of Ground Leases dated June 21,
1984 and recorded June 21, 1984 in Volume 84124, Page 402 of the Deed Records of
Dallas County, Texas, in and to a License, granting the right to use, for the
purpose of constructing, maintaining, and using a pedestrian skybridge within
certain airspace above North St. Paul Street, a public street, in the tract or
parcel of land more particularly described below, in accordance with, and
subject to, the terms, conditions, and provisions of City of Dallas Ordinance
No. 17664, as amended by City of Dallas Ordinance No. 17699, recorded in Volume
84040, Page 3646, Deed Records of Dallas County, Texas, as amended by City of
Dallas Ordinance No. 18309, recorded in Volume 84141, Page 3307 of the Deed
Records of Dallas County, Texas, as ratified by Estoppel Certificate from the
City of Dallas dated September 20, 1994, recorded in Volume 95120, Page 1, Deed
Records of Dallas County, Texas, such airspace being between a minimum height of
20 feet above the crown of North St. Paul Street up to a maximum height of 37
feet above the crown of North St. Paul Street, such airspace being above that
certain tract or parcel of land situated in the City of Dallas, Dallas County,
Texas, and being more particularly described as follows:

REVISED FIELD NOTES FROM ORDINANCE NO. 18309:

      BEING situated in the John Grigsby Survey, Abstract No. 495, Dallas
County, Texas, and being an area over North St. Paul Street between Block A/475
and Block 94, official City Numbers, and being more particularly described as
follows:

      COMMENCING at the present intersection of the northeast line of North St.
Paul Street with the southeast line of Pacific Avenue; and thence South 14
degrees 00' 00" East along the northeast line of North St. Paul Street, a
distance of 122.50 feet to the POINT OF BEGINNING;

      THENCE South 14 degrees 00' 00" East, along said northeast line of North
St. Paul Street, a distance of 15.12 feet to a point for corner;

                            Exhibit B- Page 27 of 43

<PAGE>

      THENCE South 68 degrees 25' 30" West, across North St. Paul Street a
distance of 60.47 feet to the intersection of same with the southwest line of
North St. Paul Street;

      THENCE North 14 degrees 00' 00" West, along said southwest line of North
St. Paul Street a distance of 15.12 feet to a point for corner;

      THENCE North 68 degrees 25' 30" East, across North St. Paul Street a
distance of 60.47 feet to the POINT OF BEGINNING and containing approximately
907 square feet of land.

PARCEL 8 (The Skybridge Easement Tracts)

      The easements in favor of 1700 Pacific Associates Limited Partnership, its
successors and assigns as the assignee of First City Center Associates pursuant
to that Special Warranty Deed and Assignment of Ground Leases dated June 21,
1984 and recorded June 21, 1984 in Volume 84124, Page 402 of the Deed Records of
Dallas County, Texas, created by that certain Skybridge Development,
Construction, Maintenance, and Easements Agreement, dated August 12, 1983, by
and among First City Center Associates, a Texas limited partnership, Pacific
Place Partners, Ltd., a Texas limited partnership, and Pacific Avenue
Associates, a Texas limited partnership, recorded in Volume 83176, Page 2482 of
the Deed Records of Dallas County, Texas, as assigned to 1700 Pacific Associates
Limited Partnership in that Pedestrian Walkway Development, Construction,
Maintenance, and Easements Agreement Assignment dated June, 1995 and recorded in
the Deed Records, Dallas County, Texas, and as amended by that Amendment to
Pedestrian Walkway Development, Construction, Maintenance, and Easements
Agreement dated June, 1995 and recorded or to be recorded in the Deed Records,
Dallas County, Texas, and as ratified by that Estoppel Certificate executed by
1700 Pacific Associates Limited Partnership dated June, 1995 and recorded or to
be recorded in the Deed Records, Dallas County, Texas, and as ratified by that
Certificate executed by Prentis/Copley Investment Group dated June, 1995 and
recorded or to be recorded in the Deed Records, Dallas County, Texas (the
"Skybridge Agreement") , in certain airspace above the following two (2) tracts
or parcels of land, described as Parcels 8A and 8B below:

      Parcel 8A - The Pacific Avenue Associates Skybridge Tract

      Being situated in City Block 94 (Official City Numbers) of the City of
Dallas, Dallas County, Texas, and being between elevation 475.00' above M.S.L.
and elevation 490.00' above M.S.L., and being more particularly described as
follows:

                            Exhibit B- Page 28 of 43

<PAGE>

      BEGINNING at a point for corner in the Easterly right-of-way line of North
St. Paul Street, (a 60-foot public right-of-way), said point being North 14
degrees 00' 00" West, a distance of 58.33 feet along the Easterly right-of-way
line of North St. Paul Street from the present intersection of the Easterly
right-of-way line of North St. Paul Street with the Northerly right-of-way line
of Elm Street (an 80-foot public right-of-way);

      THENCE North 75 degrees 00' 00" East, a distance of 110.47 feet to a point
for corner, said point being the Southwest corner of the below-described Parcel
8B - The Pacific Place Partners Skybridge Tract;

      THENCE North 14 degrees 00' 00" West, along the Westerly boundary of the
below-described Parcel 8B - the Pacific Place Partners Skybridge Tract, a
distance of 19.68 feet to a point for corner;

      THENCE South 76 degrees 00' 00" West, a distance of 110.47 feet to a point
for corner, said point being in the Easterly right-of-way line of North St. Paul
Street;

      THENCE South 14 degrees 00' 00", East, along the Easterly right-of-way
line, of North St. Paul Street and, for part of its distance, along the Easterly
boundary line of the above-described Parcel 7 - The Skybridge License Tract, a
distance of 19.68 feet to the POINT OF BEGINNING, and containing 2174.05 square
feet.

      Parcel 8B - The Pacific Place Partners Skybridge Tract

      Being situated in City Block 94 (Official City Numbers) of the City of
Dallas, Dallas County, Texas, and being between elevation 475.00' above M.S.L.
and elevation 490.00' above M.S.L., and being more particularly described as
follows:

      COMMENCING at the present intersection of the Northerly right-of-way line
of Elm Street (an 80-foot public right-of-way) with the Easterly right-of-way
line of North St. Paul Street (a 60-foot public right-of-way); thence North 14
degrees 00' 00" West, a distance of 58.33 feet along the Easterly right-of-way
line of North St. Paul Street to a point; and thence North 76 degrees 00' 00"
East, a distance of 110.47 feet to the POINT OF BEGINNING, said POINT OF
BEGINNING being the Southeast corner of the above- described Parcel 8A - The
Pacific Avenue Associates Skybridge Tract;

      THENCE North 14 degrees 00' 00" West, along the Easterly boundary line of
the above-described Parcel 8A - The Pacific Avenue Associates Skybridge Tract, a
distance of 19.68 feet to a point for corner;

                            Exhibit B- Page 29 of 43

<PAGE>

      THENCE North 76 degrees 00' 00" East, a distance of 5.00 feet to a point
for corner;

      THENCE South 14 degrees 00' 00" East, a distance of 19.68 feet to a point
for corner;

      THENCE South 76 degrees 00' 00" West, a distance of 5.00 feet to the POINT
OF BEGINNING, and containing 98.4 square feet.

PARCEL 9 (The Open Areas Easements Tract)

      The easements in favor of 1700 Pacific Associates Limited Partnership, its
successors and assigns as the assignee of First City Center Associates pursuant
to that Special Warranty Deed and Assignment of Ground Leases dated June 21,
1984 and recorded June 21, 1984 in Volume 84124, Page 402 of the Deed Records of
Dallas County, Texas, to use the surface of the aforedescribed Tract B (The Open
Areas Tract), Tract C (The North St. Paul Street Sidewalk Tract), and Tract B-l
(The Easterwood Open Areas Tract) (collectively, the "Open Areas Tracts") for
pedestrian access to the building constructed by First City Center Associates
within the aforedescribed Parcels 1 and 2, and the rights to use, maintain,
replace, and restore those portions of any subsurface improvements constructed
by First City Center Associates which may penetrate to or through the surface of
the ground within the Open Areas Tracts, as granted to and/or reserved by or for
the benefit of First City Center Associates, its successors and assigns
(including 1700 Pacific Associates Limited Partnership) , pursuant to the terms
of the aforedescribed FCCA Open Areas Deed (as defined in the description of
Tract B), the Easterwood Open Areas Deed (as defined in the description of Tract
B-l), that certain Master Corrective Deed from the City of Dallas to C F
Pacific, Inc. (as described in the description of Tract B), and that certain
Master Corrective Deed from C F Pacific, Inc. to First City Center Associates
recorded in Volume 84118, Page 5315, Deed Records of Dallas County, Texas.

PARCEL 10 (The Mezzanine Easements Tract)

      The easements in favor of 1700 Pacific Associates Limited Partnership, its
successors and assigns as the assignee of First City Center Associates pursuant
to that Special Warranty Deed and Assignment of Ground Leases dated June 21,
1984 and recorded June 21, 1984 in Volume 84124, Page 402 of the-Deed Records of
Dallas County, Texas, to use the aforedescribed Tracts D, D-1, E, E-1, F, and
F-1 (collectively, the "Mezzanine Tracts") to: (a) have access through said
Mezzanine Tracts for the purpose of repairing, maintaining, and replacing the
structural improvements located therein, the ownership of which had been
reserved by First City Center Associates, and (b) to use the said Mezzanine

                            Exhibit B- Page 30 of 43

<PAGE>

Tracts until such time as the City of Dallas requires said Mezzanine Tracts for
the construction of transit-related facilities therein, as such easements had
been reserved by or for the benefit of First City Center Associates, its
successors and assigns (including 1700 Pacific Associates Limited Partnership),
pursuant to the terms of the FCCA Mezzanine Deed (as defined in the descriptions
of Tracts D, E, and F) and the Easterwood Mezzanine Deed (as defined in the
descriptions of Tracts D-1, E-1 and F-1) .

PARCEL 11 (The Subway Tunnel Easements Tract)

      The easements in favor of 1700 Pacific Associates Limited Partnership, its
successors and assigns as the assignee of First City Center Associates pursuant
to that Special Warranty Deed and Assignment of Ground Leases dated June 21,
1984 and recorded June 21, 1984 in Volume 84124, Page 402 of the Deed Records of
Dallas County, Texas, to use the aforedescribed Tracts G and G-1 (collectively,
the "Subway Tunnel Tracts") to have access through said Subway Tunnel Tracts
for the purpose of repairing, maintaining, and replacing structural improvements
located therein, the ownership of which had been reserved by First City Center
Associates, its successors and assigns (including 1700 Pacific Associates
Limited Partnership), as such easements have been reserved by or for the benefit
of First City Center Associates pursuant to the terms of the FCCA Subway Tunnel
Deed (as defined in the description of Tract G) and the Easterwood Subway Tunnel
Deed (as defined in the description of Tract G-l).

PARCEL 12 (The Elm Street Garage Easement Tract)

      Cross-access easement as created in that certain Operating Agreement and
Cross-Access Easement, dated 10/17/86, as evidenced by the Memorandum of
Operating Agreement and Cross-Access Easement, dated 9/30/88, recorded in Volume
88199, Page 4203, Deed Records of Dallas County, Texas; as amended by First
Amendment, dated 9/28/88, recorded in Volume 88199, Page 4228, Deed Records of
Dallas County, Texas; as assigned to 1700 Pacific Associates Limited Partnership
by Assignment Agreement RE Operating and Cross-Access Easement dated June, 1995
recorded or to be recorded in the Deed Records, Dallas County, Texas, as amended
by that Amendment to Operating and Cross-access Easement dated June, 1995
recorded in the Deed Records, Dallas County, Texas, As subordinated by
Subordination to operating Agreement and Cross-Access Easement dated March 7,
1995 recorded in Volume 95047, Page 4589, Deed Records, Dallas County, Texas,
said easement being over and "across the following described tract of land, to
wit:

                            Exhibit B- Page 31 of 43

<PAGE>

      BEING all of Tract "G" Addition in City Block 33/125, an Addition to the
City of Dallas, Texas according to the plat thereof recorded in Volume 86027,
Page 3056, Dallas County, Texas, more particularly described by metes and bounds
as follows:

      BEGINNING at an "X" cut in concrete at the northeast corner of said Tract
"G" Addition, at the intersection of the southerly R.O.W. line of Elm Street (an
80.00 foot wide R.O.W.) and the westerly R.O.W. line of North Pearl Street (an
80.00 foot wide. R.O.W.);

      THENCE South 14 degrees 00 minutes 00 seconds East, along said westerly
R.O.W. line, a distance of 200.00 feet to an "X" cut in concrete at the
intersection of said westerly R.O.W. line with the northerly R.O.W. line of Main
Street (a 79.50 foot wide R.O.W.) for the southeast corner of said Tract "G"
Addition;

      THENCE South 76 degrees 00 minutes 00 seconds West, along said northerly
R.O.W. line, a distance of 225.10 feet to an "X" cut in concrete for the
southwest corner of said Tract "G" Addition;

      THENCE North 14 degrees 00 minutes 00 seconds West, departing from said
northerly R.O.W. line, a distance of 200.00 feet to an "X" cut in concrete on
the southerly R.O.W. line of Elm Street for the northwest corner of said Tract
"G" Addition;

      THENCE North 76 degrees 00 minutes 00 seconds East, along said southerly
R.O.W. line, a distance of 225.10 feet to the POINT OF BEGINNING, and containing
45,020.00 square feet or 1.0335 acres of land, more or less.

PARCEL 13 (The Elm Street Tunnel to 1717 Main Building Easement Tract)

      Easement created by Pedestrian Tunnel Maintenance and Easements Agreement
dated September 30, 1988, by and between First City Center Associates II, a
Texas limited partnership, and Elm Block Development Limited Partnership, a
Texas limited partnership, recorded in Volume 88199, Page 4066, Deed Records,
Dallas County, Texas; as amended by First Amendment to Pedestrian Tunnel
Maintenance and Easements Agreement dated October 7, 1988, by and between First
City Center Associates II, a Texas limited partnership, and Elm Block
Development Limited Partnership, a Texas limited partnership, recorded in Volume
88199, Page 4240, Deed Records, Dallas County, Texas, as assigned to 1700
Pacific Associates Limited Partnership by that Assignment of Pedestrian Tunnel,
Maintenance and Easements Agreement dated June, 1995 recorded or to be
recorded in the Deed Records, Dallas County,

                            Exhibit B- Page 32 of 43

<PAGE>

Texas, and as ratified by that Mutual Estoppel Agreement dated June, 1995,
recorded or to be recorded in the Deed Records, Dallas County, Texas, over the
following described tract of land:

      ALL THAT CERTAIN lot, tract or parcel of land lying and being situated in
the City and County of Dallas, Texas, and being more particularly described as
follows:

      Being part of Elm Street as described by Smith, Murphy, and Martin's
Addition, an addition to the City of Dallas, Texas, according to the map or plat
thereof, recorded in Volume 143, Page 403, Deed Records, Dallas County, Texas
and being adjacent to Blocks 95 and 94, Official City Numbers, and being more
particularly described as follows:

      COMMENCING at the intersection of the East line of Ervay Street (55 foot
wide) with the South line of Elm Street (80 foot wide), said intersection being
the northwest corner of said Block 95;

      THENCE NORTH 76 Degrees 00 Minutes 00 Seconds East along the South line of
Elm Street, a distance of 193.42 feet to the POINT OF BEGINNING of the herein
described tract;

      THENCE NORTH 14 Degrees 00 Minutes 00 Seconds West a distance of 38.86
feet to a point for corner;

      THENCE NORTH 43 Degrees 29 Minutes 27 Seconds West, a distance of 30.03
feet to a point for corner;

      THENCE NORTH 14 Degrees 00 Minutes 00 Seconds West, a distance of 15.00
feet to a point for corner;

      THENCE NORTH 76 Degrees 00 Minutes 00 Seconds East, a distance of 27.90
feet to a point for corner;

      THENCE SOUTH 14 Degrees 00 Minutes 00 Seconds East, a distance of 15.00
feet to a point for corner;

      THENCE SOUTH 43 Degrees 29 Minutes 27 Seconds East, a distance of 56.77
feet to a point for corner;

      THENCE SOUTH 14 Degrees 00 Minutes 00 seconds East, a distance of 15.58
feet to a point for corner in said South line of Elm Street;

      THENCE SOUTH 76 Degrees 00 Minutes 00 Seconds West along said South line
of Elm Street, a distance of 41.06 feet to the POINT OF BEGINNING and containing
2,590 square feet or 0.059 acres of land, more or less.

                            Exhibit B- Page 33 of 43

<PAGE>

PARCEL 14 (The Elm Street Tunnel to 1717 Main Building License Tract)

      License Estate created by City of Dallas Ordinance No. 19329 recorded in
Volume 87002, Page 6318 and in Volume 88189, Page 2683, Deed Records, Dallas
County, Texas, as assigned to 1700 Pacific Associates Limited Partnership by
that Assignment of Pedestrian Tunnel, Maintenance and Easements Agreement dated
June, 1995 recorded or to be recorded in the Deed Records, Dallas County, Texas,
as ratified by Estoppel Certificate from the City of Dallas dated September 20,
1994, recorded in Volume 95120, Page 1, Deed Records of Dallas County, Texas,
over the following described tract of land:

      ALL THAT CERTAIN lot, tract or parcel of land lying and being situated in
the City and County of Dallas, Texas, and being more particularly described as
follows:

      Being part of Elm Street as described by Smith, Murphy, and Martin's
Addition, an addition to the City of Dallas, Texas, according to the map or plat
thereof, recorded in Volume 143, Page 403, Deed Records, Dallas County, Texas
and being adjacent to Blocks 95 and 94, Official City Numbers, and being more
particularly described as follows:

      COMMENCING at the intersection of the East line of Ervay Street (55 foot
wide) with the South line of Elm Street (80 foot wide) , said intersection being
the northwest corner of said Block 95;

      THENCE NORTH 76 Degrees 00 Minutes 00 Seconds East along the South line of
Elm Street, a distance of 193.42 feet to the POINT OF BEGINNING of the herein
described tract;

      THENCE NORTH 14 Degrees 00 Minutes 00 Seconds West a distance of 38.86
feet to a point for corner;

      THENCE NORTH 43 Degrees 29 Minutes 27 Seconds West, a distance of 30.03
feet to a point for corner;

      THENCE NORTH 14 Degrees 00 Minutes 00 Seconds West, a distance of 15.00
feet to a point for corner;

      THENCE NORTH 76 Degrees 00 Minutes 00 Seconds East, a distance of 27.90
feet to a point for corner;

      THENCE SOUTH 14 Degrees 00 Minutes 00 Seconds East, a distance of 15.00
feet to a point for corner;

                            Exhibit B- Page 34 of 43

<PAGE>

      THENCE SOUTH 43 Degrees 29 Minutes 27 Seconds East, a distance of 56.77
feet to a point for corner;

      THENCE SOUTH 14 Degrees 00 Minutes 00 Seconds East, a distance of 15.58
feet to a point for corner in said South line of Elm Street;

      THENCE SOUTH 76 Degrees 00 Minutes 00 Seconds West along said South line
of Elm Street, a distance of 41.06 feet to the POINT OF BEGINNING and containing
2,590 square feet or 0.059 acre of land, more or less.

PARCEL 15 (The Pacific Place Second Floor Pedestrian Walkway)

      Nonexclusive Easement Estate created by that certain Pedestrian Walkway
Development, Construction, Maintenance, and Easements Agreement executed by and
between First City Center Associates II, a Texas limited partnership, The
Prentiss/Copley Investment Group, a Delaware general partnership, and Pacific
Place Partners, Ltd., a Texas limited partnership dated October 12, 1988, filed
December 31, 1991, recorded in Volume 91252, Page 3046, Deed Records, Dallas
County, Texas, as amended by First Amendment to Pedestrian Walkway Development,
Construction, Maintenance, and Easements Agreement recorded in Volume 91252,
Page 3037, Deed Records, Dallas County, Texas, as modified by Letter Agreement
recorded in Volume 91252, Page 5575, Deed Records, Dallas County, Texas, as
assigned to 1700 Pacific Associates Limited Partnership by Pedestrian Walkway
Development, Construction, Maintenance, and Easements Agreement Assignment dated
June, 1995 and recorded or to be recorded in the Deed Records, Dallas County,
Texas, as amended by Third Amendment to Pedestrian Walkway Development,
Construction, Maintenance, and Easements Agreement dated June, 1995 and recorded
or to be recorded in the Deed Records, Dallas County, Texas, as ratified by
various estoppel certificates executed by First City Center Associates II, 1910
PP Limited Partnership, Prentis/Copley Investment Group, and 1700 Pacific
Associates Limited Partnership and all dated June, 1995 and recorded or to be
recorded in the Deed Records, Dallas County, Texas, as also ratified by the
Certificate from The Prentis/Copley Investment Group dated June, 1995 and
recorded or to be recorded in the Deed Records, Dallas County, Texas, over the
following described tract of land:

      BEING all of that certain lot, tract-or parcel of land situated in the J.
Grigsby Survey, A-495, and in City Block 94, Official City Numbers of the City
of Dallas, Dallas County, Texas, and also being all of those same two tracts of
land described as Tract One and Tract Two in deed from Martin Hull Sparks, et
al, to B.R. McLendon recorded in Volume 69110, Page 0420 of the Deed Records of
Dallas County, Texas, and being more

                            Exhibit B- Page 35 of 43

<PAGE>

particularly described as follows:

      BEGINNING at a 60p nail for corner in the North R.O.W. line of Elm Street
(an 80' R.O.W.); said point being South 76 degrees 00 minutes 00 seconds West,
187.17 feet from the present intersection of the North line of Elm Street with
the West R.O.W. line of North Harwood Street (a 66.25' R.O.W.);

      THENCE South 76 degrees 00 minutes 00 seconds West, 130.77 feet with the
North line of Elm Street to a 8p nail at Southeast corner of that same tract of
land described in deed to William D. Felder Jr., Trustee, recorded in Volume
70134, Page 0340 of the Deed Records of Dallas County, Texas;

      THENCE North 14 degrees 00 minutes 00 seconds West, 200.00 feet with the
East line of the Felder tract to a point for corner in the South R.O.W. line of
Pacific Avenue (an 80' R.O.W.);

      THENCE North 76 degrees 00 minutes 00 seconds East, 130.77 feet with the
South line of Pacific Avenue to the Northwest corner of that same tract of land
described in deed to the City of Dallas, recorded in Volume 76250, Page 0261 of
the Deed Records of Dallas County, Texas;

      THENCE South 14 degrees 00 minutes 00 seconds East, 200.00 feet with the
West line of the City of Dallas tract to the PLACE OF BEGINNING and containing
26,154.00 square feet or 0.6004 acres of land, more or less.

PARCEL 16 (The Elm Street Skybridge Easement Tract)

      Nonexclusive Easement Estate as created by Pedestrian Walkway,
Development, Construction, Maintenance, and Easements Agreement recorded in
Volume 91252, Page 3046, Deed Records, Dallas County, Texas, as amended by First
Amendment to Pedestrian Walkway, Development, Construction, Maintenance, and
Easements Agreement recorded in Volume 91252, Page 3037, Deed Records, Dallas
County, Texas, as modified by Letter Agreement recorded in Volume 91252, Page
5575, Deed Records, Dallas County, Texas, as assigned to 1700 Pacific Associates
Limited Partnership by Pedestrian Walkway Development, Construction,
Maintenance, and Easements Agreement Assignment dated June, 1995 and recorded or
to be recorded in the Deed Records, Dallas County, Texas, as amended by Third
Amendment to Pedestrian-Walkway Development, Construction, Maintenance, and
Easements Agreement dated June, 1995 and recorded or to be recorded in the Deed
Records, Dallas County, Texas, as ratified by various estoppel certificates
executed by First City Center Associates II, 1910 PP Limited Partnership,
Prentis/Copley Investment Group, and 1700 Pacific Associates Limited Partnership
and all dated June, 1995 and

                            Exhibit B- Page 36 of 43

<PAGE>

recorded or to be recorded in the Deed Records, Dallas County, Texas, as also
ratified by the Certificate from The Prentis/Copley Investment Group dated June,
1995 and recorded or to be recorded in the Deed Records, Dallas County, Texas,
over the following described tract of land:

      FIELD NOTES FOR GRANTING A PRIVATE LICENSE TO CADILLAC FAIRVIEW URBAN
DEVELOPMENT, INC., AND PACIFIC PLACE PARTNERS, LTD. FOR ELEVATED PEDESTRIANWAY
CROSSING ELM STREET ADJACENT TO BLOCKS 94 AND 107:

      BEING situated in the John Grigsby Survey, Abstract No. 495, Dallas County
Texas, and being a part of Elm Street adjacent to Blocks 94 and 107, Official
City Numbers, and being more particularly described as follows:

      BEGINNING at a point in the southerly line of Elm Street that is 239.26
feet westerly and along said southerly line from the intersection of same with
the westerly line of Harwood Street;

      THENCE in a westerly direction along said southerly line, a distance of
15.67 feet to a point for corner;

      THENCE angle right 90 degrees 00 minutes and in a northerly direction, a
distance of 80.0 feet to the intersection of same with the northerly line of Elm
Street;

      THENCE angle right 90 degrees 00 minutes and in an easterly direction
along said northerly line, a distance of 15.67 feet to point for corner;

      THENCE angle right 90 degrees 00 minutes and in a southerly direction, a
distance of 80.0 feet to the place of beginning and containing approximately
1253 square feet of land, more or less.

PARCEL 17 (The Pocket Park Walkway Tract)

      Nonexclusive Easement Estate created by that certain Pedestrian Walkway
Development, Construction, Maintenance, and Easements Agreement executed by and
between First City Center Associates II, a Texas limited partnership, The
Prentiss/Copley Investment Group, a Delaware general partnership, and Pacific
Place Partners, Ltd., a Texas limited partnership dated October 12, 1988, filed
December 31, 1991, recorded in Volume 91252, Page 3046, Deed Records, Dallas
County, Texas, as amended by First Amendment to Pedestrian Walkway Development,
Construction, Maintenance, and Easements Agreement recorded in Volume 91252,
Page 3037, Deed Records, Dallas County, Texas, as modified by Letter Agreement
recorded in Volume 91252, Page 5575, Deed

                            Exhibit B- Page 37 of 43

<PAGE>

Records, Dallas County, Texas, as assigned to 1700 Pacific Associates Limited
Partnership by Pedestrian Walkway Development, Construction, Maintenance, and
Easements Agreement Assignment dated June, 1995 and recorded or to be recorded
in the Deed Records, Dallas County, Texas, as amended by Third Amendment to
Pedestrian Walkway Development, Construction, Maintenance, and Easements
Agreement dated June, 1995 and recorded or to be recorded in the Deed Records,
Dallas County, Texas, as ratified by various estoppel certificates executed by
First City Center Associates II, 1910 PP Limited Partnership, Prentis/Copley
Investment Group, and 1700 Pacific Associates Limited Partnership and all dated
June, 1995 and recorded or to be recorded in the Deed Records, Dallas County,
Texas, as also ratified by the Certificate from The Prentis/Copley Investment
Group dated June, 1995 and recorded or to be recorded in the Deed Records,
Dallas County, Texas, over the following described tract of land:

      BEING all of that certain lot, tract or parcel of land situated in the J.
Grigsby Survey, A-495, and in City Block 107, Official Numbers of the City of
Dallas, Dallas County, Texas and being more particularly described as follows:

      BEGINNING at a point for corner in the South R.O.W. line of Elm Street (an
80' R.O.W.); said point being North 76 degrees 00 minutes 00 seconds East,
175.00 feet from the present intersection of the South line of Elm Street with
the East R.O.W. line of North St. Paul Street (a variable width R.O.W.);

      THENCE North 76 degrees 00 minutes 00 seconds East, 92.50 feet with the
South line of Elm Street to the Northwest corner of the W.O. Bankston and Max
Williams 0.1146 acre tract of land;

      THENCE South 14 degrees 00 minutes 00 seconds East, 100.00 feet with the
West line of Bankston & Williams tract to a point for corner in the North line
of Joske's property;

      THENCE South 76 degrees 00 minutes 00 seconds West, 92.50 feet with the
Joske's property line to a point for corner;

      THENCE North 14 degrees 00 minutes 00 seconds West, 100.00 feet with the
Joske's property line to the PLACE OF BEGINNING and containing 9,250.00 square
feet or 0.2123 acres of land, more or less.

PARCEL 18 (The McCrory Walkway Tract)

      Nonexclusive Easement Estate created by that certain Pedestrian Walkway
Development, Construction, Maintenance, and Easements Agreement executed by and
between First City Center Associates II, a Texas limited partnership, The
Prentiss/Copley

                            Exhibit B- Page 38 of 43

<PAGE>

Investment Group, a Delaware general partnership, and Pacific Place Partners,
Ltd., a Texas limited partnership dated October 12, 1988, filed December 31,
1991, recorded in Volume 91252, Page 3046, Deed Records, Dallas County, Texas,
as amended by First Amendment to Pedestrian Walkway Development, Construction,
Maintenance, and Easements Agreement recorded in Volume 91252, Page 3037, Deed
Records, Dallas County, Texas, as modified by Letter Agreement recorded in
Volume 91252, Page 5575, Deed Records, Dallas County, Texas, as assigned to 1700
Pacific Associates Limited Partnership by Pedestrian Walkway Development,
Construction, Maintenance, and Easements Agreement Assignment dated June, 1995
and recorded or to be recorded in the Deed Records, Dallas County, Texas, as
amended by Third Amendment to Pedestrian Walkway Development, Construction,
Maintenance, and Easements Agreement dated June, 1995 and recorded or to be
recorded in the Deed Records, Dallas County, Texas, as ratified by various
estoppel certificates executed by First City Center Associates II, 1910 PP
Limited Partnership, Prentis/Copley Investment Group, and 1700 Pacific
Associates Limited Partnership and all dated June, 1995 and recorded or to be
recorded in the Deed Records, Dallas County, Texas, as also ratified by the
Certificate from The Prentis/Copley Investment Group dated June, 1995 and
recorded or to be recorded in the Deed Records, Dallas County, Texas, over the
following described tract of land:

TRACT A:

      BEING a part of Block 107, City of Dallas, Dallas County, Texas, and being
more particularly described as follows:

      BEGINNING at a point in the Southerly line of Elm Street, a distance of
65.75 feet Westerly along the Southerly line of Elm Street from its intersection
with the Westerly line of Harwood Street as widened (a 66.25 foot street);

      THENCE Westerly along the Southerly line of Elm Street, a distance of
50.00 feet to a point for corner;

      THENCE 90 degrees 00 minutes to the left and parallel to the Westerly line
of Harwood Street, a distance of 100.00 feet, a point for corner;

      THENCE 90 degrees 00 minutes to the left and parallel to the Southerly
line of Elm Street a distance of 50.00 feet, a point for corner;

      THENCE 90 degrees 00 minutes to the left and parallel to the Westerly line
of Harwood Street, a distance of 100.00 feet to the PLACE OF BEGINNING and
containing 5,000 square feet, more or less.

                            Exhibit B- Page 39 of 43

<PAGE>

TRACT B:

      BEING a 50 feet x 100 feet out of Block 107, Official City Numbers, in the
City of Dallas, Texas, and being more particularly described as follows:

      BEGINNING at a point 165.75 feet South 76 degrees West from the present
Southwest corner of Elm and Harwood Streets (Harwood Street having been widened
as evidenced by widening proceeding of the City of Dallas) on the South side of
Elm Street, said beginning point being the original Northwest corner of a tract
of land described in a Deed of Trust from Mary D. Ewell to C.E. Wellesley,
Trustee, dated September 10, 1988, recorded in Volume 20, Page 23, Deed of Trust
Records of Dallas County, Texas;

      THENCE North 76 degrees East with the South line of Elm Street, 50 feet
to a stake in South line of Elm Street;

      THENCE South 14 degrees East, parallel with Harwood Street, as widened,
100 feet to a stake;

      THENCE South 76 degrees West, parallel with Elm Street, 50 feet to a stake
in the original West line of Mary D. Ewell tract;

      THENCE North 14 degrees West with said line, parallel with Harwood Street,
100 feet to the PLACE OF BEGINNING.

PARCEL 19 (The Park Walkway Tract)

      Nonexclusive Easement Estate created by that certain Pedestrian Walkway
Development, Construction, Maintenance, and Easements Agreement executed by and
between First City Center Associates II, a Texas limited partnership, The
Prentiss/Copley Investment Group, a Delaware general partnership, and Pacific
Place Partners, Ltd., a Texas limited partnership dated October 12, 1988, filed
December 31, 1991, recorded in Volume 91252, Page 3046, Deed Records, Dallas
County, Texas, as amended by First Amendment to Pedestrian Walkway Development,
Construction, Maintenance, and Easements Agreement recorded in Volume 91252,
Page 3037, Deed Records, Dallas County, Texas, as modified by Letter Agreement
recorded in Volume 91252, Page 5575, Deed Records, Dallas County, Texas, as
assigned to 1700 Pacific Associates Limited Partnership by Pedestrian Walkway
Development, Construction, Maintenance, and Easements Agreement Assignment dated
June, 1995 and recorded or to be recorded in the Deed Records, Dallas County,
Texas, as amended by Third Amendment to Pedestrian Walkway Development,
Construction, Maintenance, and Easements Agreement dated June, 1995 and recorded
or to be recorded in the Deed Records, Dallas County, Texas, as ratified by
various estoppel certificates executed by First City Center

                            Exhibit B- Page 40 of 43
<PAGE>
Associates II, 1910 PP Limited Partnership, Prentis/Copley Investment Group, and
1700 Pacific Associates Limited Partnership and all dated June, 1995 and
recorded or to be recorded in the Deed Records, Dallas County, Texas, as also
ratified by the Certificate from The Prentis/Copley Investment Group dated June,
1995 and recorded or to be recorded in the Deed Records, Dallas County, Texas,
over the following described tract of land:

      BEING all of that certain lot, tract or parcel of land situated in the J.
Grigsby Survey, A-495, and in City Block 107, Official City Numbers of the City
of Dallas, Dallas County, Texas, and being more particularly described as
follows:

      BEGINNING at a nail for corner at the present intersection of the South
R.O.W. line of Elm Street (an 80' R.O.W.) with the West R.O.W. line of North
Harwood Street (a 66.25' R.O.W.);

      THENCE South 14 degrees 00 minutes 00 seconds East, 100.00 feet with the
West line of North Harwood Street to a cross for corner at the Northeast corner
of the L. Ronald Milner 0.1917 acre tract;

      THENCE South 76 degrees 00 minutes 00 seconds West, 65.75 feet with the
North line of the Milner tract to the Southeast corner of the W.O. Bankston and
Max Williams 5000 square foot tract;

      THENCE North 14 degrees 00 minutes 00 seconds West, 100.00 feet with the
East line of the Bankston and Williams tract to a point for corner in the South
line of Elm Street;

      THENCE North 76 degrees 00 minutes 00 seconds East, 65.75 feet with the
South line of Elm Street to the PLACE OF BEGINNING and containing 6,575.00
square feet or 0.1509 acres of land, more or less.

PARCEL 20 (The Harwood Skybridge Easement Tract)

      Nonexclusive Easement Estate as created by Pedestrian Walkway,
Development, Construction, Maintenance, and Easements Agreement recorded in
Volume 91252, Page 3046, Deed Records, Dallas County, Texas, as amended by First
Amendment to Pedestrian Walkway, Development, Construction, Maintenance, and
Easements Agreement recorded in Volume 91252, Page 3037, Deed Records, Dallas
County, Texas, as modified by Letter Agreement recorded in Volume 91252, Page
5575, Deed Records, Dallas County, Texas, as assigned to 1700 Pacific Associates
Limited Partnership by Pedestrian Walkway Development, Construction,
Maintenance, and Easements Agreement Assignment dated June, 1995 and recorded or
to be recorded in the Deed Records, Dallas County, Texas, as

                           Exhibit B - Page 41 of 43

<PAGE>

amended by Third Amendment to Pedestrian Walkway Development, Construction,
Maintenance, and Easements Agreement dated June, 1995 and recorded or to be
recorded in the Deed Records, Dallas County, Texas, as ratified by various
estoppel certificates executed by First City Center Associates II, 1910 PP
Limited Partnership, Prentis/Copley Investment Group, and 1700 Pacific
Associates Limited Partnership and all dated June, 1995 and recorded or to be
recorded in the Deed Records, Dallas County, Texas, as also ratified by the
Certificate from The Prentis/Copley Investment Group dated June, 1995 and
recorded or to be recorded in the Deed Records, Dallas County, Texas, over the
following described tract of land:

      BEING a tract of land situated in the John Grigsby Survey, Abstract No.
495, Dallas County, Texas and being a part of North Harwood Street adjacent to
Blocks 107 and 125, Official City Numbers, and being more particularly described
as follows:

      BEGINNING at a point in the westerly line of North Harwood Street that is
South 14 degrees 00 minutes 00 seconds East, 84.33 feet along said Westerly line
from the intersection of same with the Southerly line of Elm Street;

      THENCE South 14 degrees 00 minutes 00 seconds East along said Westerly
line, a distance of 15.67 feet to a point for corner;

      THENCE North 76 degrees 00 minutes 00 seconds East crossing said North
Harwood Street, a distance of 75.25 feet to a point on the Easterly line of
Harwood Street;

      THENCE North 14 degrees 00 minutes 00 seconds West along said Easterly
line, a distance of 15.67 feet to a point for corner;

      THENCE South 76 degrees 00 minutes 00 seconds West crossing said North
Harwood Street, a distance of 75.25 feet to the POINT OF BEGINNING and embracing
1,179.17 Square Feet or 0.027 acres of land, more or less.

PARCEL 21 (The Harwood Skybridge License Tract)

      License Estate as created by City of Dallas Ordinance No. 18664 recorded
in Volume 85186, Page 2227 Deed Records, Dallas County, Texas, over the
following described tract of land:

      BEING a tract of land situated in the John Grigsby Survey, Abstract No.
495, Dallas County, Texas and being a part of North Harwood Street adjacent to
Blocks 107 and 125, Official City Numbers, and being more particularly described
as follows:

                           Exhibit B - Page 42 of 43

<PAGE>

      BEGINNING at a point in the westerly line of North Harwood Street that is
South 14 degrees 00 minutes 00 seconds East, 84.33 feet along said Westerly line
from the intersection of same with the Southerly line of Elm Street;

      THENCE South 14 degrees 00 minutes 00 seconds East along said Westerly
line, a distance of 15.67 feet to a point for corner;

      THENCE North 76 degrees 00 minutes 00 seconds East crossing said North
Harwood Street, a distance of 75.25 feet to a point on the Easterly line of
Harwood Street;

      THENCE North 14 degrees 00 minutes 00 seconds West along said Easterly
line, a distance of 15.67 feet to a point for corner;

      THENCE South 76 degrees 00 minutes 00 seconds West crossing said North
Harwood Street, a distance of 75.25 feet to the POINT OF BEGINNING and embracing
1,179.17 Square Feet or 0.027 acres of land, more or less.

                           Exhibit B - Page 43 of 43

<PAGE>

                                   EXHIBIT C

                         to Office Lease by and between

                     F/P/D Master Lease, Inc., as Landlord,

                                      and

                  Service Asset Management Company, as Tenant

                         PROJECT RULES AND REGULATIONS

1.    No birds, animals, reptiles, or any other creatures may be brought into or
      about the Project except to assist disabled persons.

2.    Nothing may be swept or thrown into the corridors, halls, elevator shafts,
      or stairways.

3.    Tenant may not make or permit any improper noises in the Building, create
      a nuisance, or do or permit anything which, in Landlord's sole judgment,
      interferes in any way with other tenants or persons having business with
      them.

4.    No equipment of any kind may be operated on the Leased Premises that could
      in any way annoy any other tenant in the Building,

5.    Tenant shall cooperate with Building employees in keeping the Leased
      Premises neat and clean.

6.    Corridor doors, when not in use, must be kept closed.

7.    No bicycles or similar vehicles are allowed in the Building.

8.    Tenant shall refer all contractors, contractor's representatives, and
      installation technicians rendering any service on or to the Leased
      Premises for Tenant to Landlord for Landlord's approval and supervision
      for performance of any contractual service. This provision applies to all
      work performed in the Building, including installation of telephones,
      telephone equipment, electrical devices, and attachments and installations
      of any nature affecting floors, walls, woodwork, trim, windows, ceiling,
      equipment, or any other physical portion of the Building.

9.    No nails, hooks, or screws may be driven into or inserted in any part of
      the Building except by Building maintenance personnel.

                                      C-1

<PAGE>

10.   Sidewalks, doorways, vestibules, halls, stairways, and similar areas may
      not be obstructed by any Tenant Party, or used for any purpose other than
      ingress and egress to and from the Leased Premises, or for going from one
      part of the Building to another part of the Building. No furniture may be
      placed in front of the Building or in any lobby or corridor without prior
      consent of Landlord.

11.   Any Tenant Party who desires to enter the Building after Building Standard
      Hours, is required to sign in upon entry and sign out upon leaving, giving
      the location during their stay and their time of arrival and departure.

12.   All deliveries must be made via the service entrance and service elevator
      during Building Standard Hours or at other times as Landlord may
      determine. Prior approval must be obtained from the Landlord for all
      deliveries that are received after Building Standard Hours.

13.   Landlord or its agents or employees may enter the Leased Premises at
      reasonable times and upon reasonable notice (except no notice shall be
      required in the event of an emergency) to examine the same or to make
      repairs, alterations, or additions as Landlord deems necessary for the
      safety, preservation, or improvement of the Building.

14.   Landlord may require all Tenant Parties to evacuate the Building in the
      event of an emergency or catastrophe.

15.   Tenant may not do anything, or permit anything to be done, in or about the
      Building, or bring or keep anything in the Building that in any way
      increases the possibility of fire or other casualty, or do anything in
      conflict with the valid laws, rules, or regulations of any governmental
      authority.

16.   Tenant shall notify the Building Manager when safes or other equipment are
      to be taken into or out of the Building. Moving of those items must be
      done under the supervision of the Building Manager, after receiving
      approval from Landlord.

17.   Landlord may prescribe the weight and position of safes and other heavy
      equipment that may over stress any portion of the floor. All damage done
      to the Building by the improper placing of heavy items that over stress
      the floor will be repaired at the sole expense of the Tenant.

18.   No food may be distributed from Tenant's office without the prior approval
      of the Building Manager.

19.   No additional locks may be placed on any doors without the prior consent
      of Landlord. All necessary keys must be furnished by Landlord and must be
      surrendered to Landlord upon termination of this Lease. Tenant shall then
      give Landlord the combination for all locks on the doors and vaults.

                                       C-2

<PAGE>

20.   Tenant shall comply with parking rules and regulations as may be posted
      and distributed from time to time.

21.   Plumbing and appliances may be used only for the purposes for which
      constructed. No sweeping, rubbish, rags, or other unsuitable material may
      be thrown or placed therein. Any stoppage or damage resulting to any
      fixtures or appliances from misuse by any Tenant Party is payable by
      Tenant.

22.   No signs, posters, advertisements, or notices may be painted or affixed on
      any windows, doors, or other parts of the Building, except in colors,
      sizes, and styles, and in places, approved in advance by Landlord.
      Landlord has no obligation or duty to give this approval. Building
      standard suite identification signs will be prepared by a sign writer
      approved by Landlord. The cost of the Building standard signs is payable
      by Tenant. Landlord may remove all unapproved signs without notice to
      Tenant, at the expense of Tenant. Directories will be placed by Landlord,
      at Landlord's expense, in conspicuous places in the Building. No other
      directories are permitted.

23.   No portion of the Building may be used as lodging rooms or for any immoral
      or unlawful purposes.

24.   Tenant may not operate, or allow the operation of any coin or token
      operated vending machine or similar device for the sale of any goods,
      wares, merchandise, food, beverages, or services, including but not
      limited to pay lockers, pay toilets, scales, amusement devices and
      machines for the sale of beverages, foods, candy, cigarettes or other
      commodities, without the prior consent of Landlord.

25.   Tenant must obtain Landlord's prior approval, which is at Landlord's sole
      discretion, for installation of any solar screen material, window shades,
      blinds, drapes, awnings, window ventilators, or other similar equipment
      and any window treatment of any kind whatsoever. Landlord may control all
      internal lighting that is visible from the exterior of the Building and
      may change any unapproved lighting without notice to Tenant, at Tenant's
      expense.

26.   Landlord may rescind any of these Rules and Regulations and make other
      future Rules and Regulations as in the judgment of Landlord are from time
      to time needed for the safety, protection, care, and cleanliness of the
      Building, the operation thereof, the preservation of good order therein,
      and the protection and comfort of its tenants, their agents, employees,
      and invitees. Those rules, when made and notice thereof given to a tenant,
      are binding upon the Tenant in the same manner as the original rules.

27.   Tenant shall not permit any Tenant Party to hold, carry, smoke, or dispose
      of a lighted cigar, cigarette, pipe, or any other lighted smoking
      equipment in any common area of the Buildings. The common areas includes,
      but are not limited to, all rest rooms, common corridors, stairwells,
      elevator lobbies, first floor lobbies, and other areas used in common

                                      C-3

<PAGE>

      with other tenants and occupants of the Buildings. In addition, the
      Building shall be a nonsmoking building, with no smoking in the Leased
      Premises or in any other area of the Building, including the exterior
      portions thereof, provided that Landlord may provide for a smoking area,
      in which case Tenant shall ensure that its employees smoke only in such
      smoking area.

28.   No provision in the Lease or these Rules and Regulations should be
      construed in any manner as permitting, consenting to or authorizing Tenant
      to violate requirements under the Access Laws, and any provision of the
      Lease or these Rules and Regulations which could be construed as
      authorizing a violation of the Access Laws shall be interpreted in a
      manner which permits compliance with the Access Laws and the Lease and
      these Rules and Regulations are deemed to permit such compliance.

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

                                      C-4

<PAGE>

                                    EXHIBIT D

                         to Office Lease by and between

                     F/P/D Master Lease, Inc., as Landlord,

                                       and

                   Service Asset Management Company, as Tenant

                       CONTRACTOR INSURANCE REQUIREMENTS

All contractors, subcontractors, suppliers, service providers, moving companies,
and others performing work of any type for Tenant in the Project shall:

      -     carry the insurance listed below with companies acceptable to
            Landlord; and

      -     furnish Certificates of Insurance to Landlord evidencing required
            coverages at least 10 days prior to entry in the Project and
            annually thereafter.

Certificates of Insurance must provide for 30 days' prior written notice of
cancellation, non-renewal or material reduction in coverage to Landlord, c/o
Faison-Stone, Inc. (Manager), 1700 Pacific Avenue, Suite 4500, Dallas, Texas
75201, Attention: Property Manager.

1.    WORKERS COMPENSATION: Statutory coverage in compliance with Workers
      Compensation Laws of the state in which the Project is located.

2.    EMPLOYERS' LIABILITY: With the following minimum limits of liability:

                  $ 100,000     Each Accident
                  $ 500,000     Disease-Policy Limit
                  $ 100,000     Disease-Each Employee

3.    COMMERCIAL GENERAL LIABILITY: (1986 ISO Form or its equivalent): This
      Insurance must provide contractual liability and a general aggregate limit
      on a per location or per project basis. The minimum limits must be
      $2,000,000 general aggregate and $1,000,000 per occurrence.

4.    AUTOMOBILE LIABILITY: Insurance for claims arising out of ownership,
      maintenance, or use of owned, non-owned, and hired motor vehicles at,
      upon, or away from the Project with the following minimum limits:

                                      D-1

<PAGE>

                  $1,000,000    Each Accident Single Limit Bodily Injury and
Property Damage combined

5.    UMBRELLA: At least Following Form liability insurance, in excess of the
      Commercial General Liability, Employers Liability, and Automobile
      Insurance above, with the following minimum limits:

                  $3,000,000      Each Occurrence
                  $3,000,000      Aggregate - Where Applicable

6.    GENERAL REQUIREMENTS: All policies must be:

      -     written on an occurrence basis and not on a claims-made basis;

      -     except for the workers compensation insurance, endorsed to name as
            additional insureds Landlord, Landlord's property manager,
            Landlord's mortgagees, any ground, primary, or master lessor, and
            their respective officers, directors, employees, agents, partners,
            and assigns; and

      -     endorsed to waive any rights of subrogation against Landlord,
            Landlord's property manager, Landlord's mortgagees, any ground,
            primary, or master lessor, and their respective officers, directors,
            employees, agents, partners, and assigns.

                                      D-2

<PAGE>

                                    EXHIBIT E

                         to Office Lease by and between

                     F/P/D Master Lease, Inc.; as Landlord,

                                       and

                  Service Asset Management Company, as Tenant

                              ESTOPPEL CERTIFICATE

____________________________, 19_____

_____________________________________
_____________________________________
_____________________________________
_____________________________________

_____________________________________
_____________________________________
_____________________________________
_____________________________________

Re:   Office Lease dated _____________________199_ , between F/P/D Master Lease,
      Inc. ("Landlord"), a New York corporation, and ___________________________
      ___________________________("Tenant"), a__________________________________
      (as amended, the "Lease")
      1700 Pacific Avenue, Dallas, Texas (the "Project")

Dear___________________

Tenant understands that ___________________________("Purchaser") is purchasing
the Project from Landlord and Purchaser and Landlord are relying on this
Estoppel Certificate.

For $10 and other good and valuable consideration, the receipt and sufficiency
of which are acknowledged,

Tenant ratifies the Lease and certifies to Purchaser and Landlord that:

1.    Tenant is occupying and conducting business in the Leased Premises.

2.    The Minimum Rent under the Lease is $____________________________per month
      payable in advance on the first day of each calendar month. Minimum Rent
      is paid through________________________________1,19___.

                                      E-1

<PAGE>

3.    The Lease is in full force and effect and Tenant has not assigned or
      subleased its interest in the Lease except as specified on Schedule A
      attached to this Estoppel Certificate.

4.    A true and correct copy of the Lease and all amendments thereto is
      attached as Schedule B to this Estoppel Certificate.

5.    The Lease is the entire agreement between Landlord and Tenant concerning
      the Leased Premises.

6.    The Lease Term expires on__________________________, 19___.

7.    Landlord has satisfied all of its obligations regarding the installation
      of leasehold improvements.

8.    To the best knowledge of Tenant, after due inquiry, no Event of Default by
      Tenant or default by Landlord has occurred under the Lease and is
      continuing and no act or omission has occurred that with the giving of
      notice or passage of time or both would constitute an Event of Default by
      Tenant except as specified on Schedule A.

9.    Tenant is not entitled to any abatements, setoffs, or deductions from Rent
      under the Lease except as specified in Schedule A.

10.   No Rent has been paid more than one month in advance.

11.   The Security  Deposit is $_____________________________.

Defined terms in the Lease have the same meanings in this Estoppel Certificate.

                                   __________________________________________, a

                                   By:__________________________________________
                                   Name:________________________________________
                                   Title:_______________________________________

                                      E-2

<PAGE>

                                   SCHEDULE A

1.    List any assignments or subleases or state NONE:

2.    List any Events of Default by Tenant that have occurred and are continuing
      or any acts or omissions that have occurred that with the giving of notice
      or passage of time or both would constitute an Event of Default by Tenant
      or state NONE:

3.    List any Events of Default by Landlord that have occurred and are
      continuing or any acts or omissions that have occurred that with the
      giving of notice or passage of time or both would constitute an Event of
      Default by Landlord or state NONE:

4.    List any abatements, setoffs, or deductions from Rent to which Tenant is
      entitled at this time or state NONE:

                                      E-3

<PAGE>

                                   SCHEDULE B

                 COVER PAGE FOR COPIES OF LEASE AND AMENDMENTS

                                      E-4
<PAGE>

                                    EXHIBIT F

                         to Office Lease by and between

                     F/P/D Master Lease, Inc., as Landlord,

                                       and

                   Service Asset Management Company, as Tenant

                           TENANT FINISH CONSTRUCTION

1.    PLANS AND SPECIFICATIONS: Tenant and Landlord have approved complete plans
      and specifications (the CONSTRUCTION DOCUMENTS) for the construction of
      the tenant finish in the Leased Premises. Tenant shall pay the cost of the
      Construction Documents, provided that the Work Allowance, defined below,
      may be applied to the cost of the Construction Documents.

      All work to be performed by Landlord pursuant to the Construction
      Documents is referred to as the TENANT FINISH WORK. Landlord shall not be
      deemed to represent and warrant that the Construction Documents comply
      with Applicable Laws and Tenant, at its sole cost and expense, is
      responsible for the Construction Documents and Tenant's business
      operations at the Leased Premises complying with Access Laws.

2.    TENANT FINISH WORK. Landlord shall construct or cause to be constructed
      the Tenant Finish Work in substantial accordance with the Construction
      Documents, subject to the Building Service Fee and Administrative Fee
      specified below. Tenant shall pay the Actual Cost (defined below) of all
      Tenant Finish Work in excess of $629,560 (the WORK ALLOWANCE). The Work
      Allowance may be applied to the cost of preparing the Construction
      Documents, relocation, installation of cabling, and space planning. The
      contractor Landlord selects to perform the Tenant Finish Work shall be
      selected by Landlord from at least three (3) qualified contractors who bid
      for such Tenant Finish Work. If the Actual Cost exceeds the Work
      Allowance, then Landlord agrees to pay up to $5.00 per rentable square
      foot contained in the Leased Premises, which additional sums shall be
      repaid by Tenant to Landlord by Minimum Rent being increased by an amount
      sufficient to fully amortize and pay such additional allowance together
      with interest at the rate of 10% per annum over the first 5 years of the
      Lease Term.

                                       F-1
<PAGE>

      The term ACTUAL COST means the cost of all labor and materials and all
      hard and soft costs, together with the Building Service Fee of 2.5% of all
      hard costs, incurred by Landlord in performing the Tenant Finish Work or
      the Additional Work (defined below), as applicable.

      If prior to commencement of the Tenant Finish Work Landlord determines,
      based on construction bids received by Landlord, that the Actual Cost of
      the Tenant Finish Work will exceed the Work Allowance, Tenant shall pay
      the excess to Landlord. Landlord is not obligated to commence the Tenant
      Finish Work until it receives the excess payment from Tenant.

      If during construction the Actual Cost of the Tenant Finish Work exceeds
      the Work Allowance and all amounts previously paid by Tenant to Landlord
      prior to the commencement of construction, Landlord shall submit interim
      statements covering any excess costs incurred by Landlord under this
      Paragraph and Tenant shall pay the amount of the excess costs to Landlord.

      If the Actual Cost of the Tenant Finish Work is less than the Work
      Allowance (not increased by the $5.00 per rentable square foot additional
      allowance discussed above), such excess, not to exceed $2.00 per rentable
      square foot, shall be credited against the first accruing Minimum Rent
      hereunder.

3.    ADDITIONAL WORK. If Landlord performs, at Tenant's request and upon
      submission by Tenant and approval by Landlord of necessary plans and
      specifications (as approved, the ADDITIONAL WORK PLANS), any work over and
      above the Tenant Finish Work (ADDITIONAL WORK), including any Additional
      Work approved by change order or work order, the Additional Work is at
      Tenant's expense, to which of any remaining balance of the Work Allowance
      may be applied. Landlord is not obligated to perform any Additional Work
      until Tenant pays Landlord the Actual Cost of the Additional Work, as
      estimated by Landlord. If the Actual Cost of the Additional Work exceeds
      the estimated amount paid by Tenant, Tenant shall pay the excess to
      Landlord.

      The Additional Work is not part of the Tenant Finish Work. If Landlord
      agrees to perform any Additional Work, Landlord shall request that its
      contractor estimate the additional amount of time that will be added to
      the completion of the Tenant Finish Work because of the Additional Work
      (the ADDITIONAL WORK PERIOD). This estimate is conclusive and binding on
      Landlord and Tenant for the purpose of establishing the Ready for
      Occupancy Date.

4.    DELAYS: If Landlord is delayed in substantially completing the Tenant
      Finish Work or any Additional Work as a result of:

      (a)   Tenant's failure to promptly and timely furnish any information
            required by Landlord;

                                      F-2
<PAGE>

      (b)   Tenant's delay in approving the Construction Documents or in
            submitting any Additional Work Plans or in modifying the Additional
            Work Plans as required by Landlord;

      (c)   Tenant's request for materials, finishes, or installations other
            than Landlord's Building standard items or for long lead items;

      (d)   Tenant's changes in the Construction Documents or any Additional
            Work Plans;

      (e)   interference with Landlord's work by any Tenant Party; or

      (f)   Tenant does not timely obtain the approval, if required, of the
            Texas Department of Licensing and Regulation;

      then the Ready for Occupancy Date is accelerated by the number of days of
      Tenant delays.

5.    EARLY ENTRY: Upon request by Tenant, Landlord shall permit Tenant and its
      contractors to enter the Leased Premises prior to the Ready for Occupancy
      Date, in order that Tenant may perform through its own contractor(s) (who
      must be approved by Landlord) other work and decorations Tenant wants in
      the Leased Premises while Landlord's contractors are working. This license
      to enter prior to the Ready for Occupancy Date is subject to the following
      conditions:

      (a)   Tenant's contractor(s) must work in harmony and not interfere with
            Landlord's contractors and subcontractors; and

      (b)   Prior to commencement of the work by Tenant's contractor(s), Tenant
            must deliver evidence to Landlord of compliance with the
            requirements of Exhibit D.

      Landlord may revoke this license upon 48 hours' notice to Tenant if the
      entry causes disharmony or interference with the Tenant Finish Work or any
      Additional Work.

      Landlord Is not liable in any way for any injury, loss, or damage that
      occurs to any of Tenant's decorations or installations made prior to the
      Ready for Occupancy Date, the entry being solely at Tenant's risk. Tenant
      shall indemnify, defend, and hold Landlord harmless from any claims,
      demands, actions, losses, and damages arising from activities of Tenant's
      contractors, workers, and mechanics.

6.    PROJECT ENGINEER: Tenant must use the fire alarm, mechanical, electrical,
      and plumbing engineer(s) of record for the Project in connection with any
      Tenant Finish Work or Additional Work affecting the Building's fire alarm,
      mechanical, electrical, or plumbing systems. Landlord shall designate from
      time to time (i) the mechanical, electrical and

                                      F-3
<PAGE>

      plumbing engineer of record for the Project, and (ii) the fire alarm
      contractor of record for the Project.

7.    PAYMENTS BY TENANT: All amounts payable by Tenant under this Exhibit F are
      payable to Landlord as additional Rent within 10 days after Tenant's
      receipt of Landlord's demand.

8.    STANDARD IMPROVEMENTS; TENANT IMPROVEMENTS: For purposes of allocating
      repair and obligations, the Standard Improvements are those improvements
      located in the Leased Premises as of the date of this Lease (and all other
      improvements in and to the Leased Premises are Tenant Improvements).

                                      F-4
<PAGE>

                                    EXHIBIT G

                         to Office Lease by and between
                     F/P/D Master Lease, Inc., as Landlord,
                                       and
                   Service Asset Management Company, as Tenant

                            JANITORIAL SPECIFICATIONS

                                      G-1
<PAGE>

                   DETAILED SPECIFICATIONS - NIGHTLY CLEANING

General Office Areas

1. Vacuum carpet areas that can be reasonably vacuumed including the moving of
light furniture and chairs to accomplish this task.

2. Detailed carpet spotting in areas as they appear.

3. Dust mop and spot clean spillage, stains and marks nightly from hardwood
floor surfaces. Wet mop and spray buff to restore floor finish weekly.

4. Empty waste paper baskets, special canisters and/or receptacles into
collection units and disposed from the Project nightly. Wastebaskets and trash
containers will be wiped clean and washed as needed.

5. Thorough dusting of horizontal surfaces, with treated dust cloths. Areas to
be dusted nightly include but are not limited to: desks, chairs, tables,
cabinets, credenzas, shelves, low ledges, window sills, coat racks, picture
frames, signs, and wall panel sections.

6. Remove finger prints, marks and stains from doors and frames nightly
utilizing the specified materials and cloths. Wipe down, clean and polish
quarterly utilizing the specified materials and cloths.

7. Furniture cleaning utilizing the specified furniture polish and cleaning
products of all desks, credenzas, cabinets, tables and office furniture, as
required.

8. Dust and clean horizontal surfaces, utilizing the specified treated cloths
and materials. Remove spills, stains and rings.

9. Dust arms, backs and leg rungs of sofas and chairs, utilizing the specified
materials and cloths. Detail vacuum utilizing the specified back pack vacuum
cleaner with furniture attachments, as required.

10. Clean and dust vertical surfaces utilizing the specified treated cloths, as
required.

11. Spot clean finger prints, stains and surface dust from glass doors,
sidelights and partitions.

12. Spot clean marks, stains and fingerprints from vinyl wall surfaces,
utilizing the specified materials and cloths.

13. Spot clean marks and fingerprints, on light switches and cover plates.

14. Drinking fountains shall be cleaned, sanitized and polished utilizing the
specified cleaning materials and cloths on a nightly basis. Metal finishes will
be restored to a sparkling clean and sanitary condition.

RESTROOMS

1. Finger prints, marks and stains will be removed from doors and frames,
utilizing the specified materials land cloths.

2. Wipe down, clean and polish doors and frames, utilizing the specified
materials and cloths.

3. Sweep and wet mop nightly tile floor utilizing the specified cleaning
materials. Machine scrub monthly utilizing specified cleaning material.

4. Wipe down stains and finger prints from wall tile nightly utilizing the
specified materials and cloths. Completely wash and wipe down all tile wall
surfaces monthly utilizing the specified materials and cloths.

                                       1
<PAGE>

5. Wipe down stains and finger prints from vinyl wall surfaces nightly utilizing
the specified materials and cloths. Completely wash and wipe down all vinyl wall
surfaces monthly utilizing the specified materials and cloths.

6. Refill hand towel dispensers with specified paper products as needed and
completely wash and wipe down to a sanitary condition.

7. Refill toilet paper dispensers with specified paper products as needed.

8. Refill soap dispenser with specified product as needed.

9. Trash containers, special canisters and/or receptacles will be emptied
nightly with trash container liner changed nightly. Trash container will be
wiped clean and washed nightly.

10. Wash and wipe down sinks, countertops and faucets nightly to a sanitary
condition utilizing the specified materials and cloths.

11. Wash and wipe down toilets and urinals nightly utilizing the specified
equipment and materials.

12. Wash and wipe down flush valves and chrome piping nightly to a sanitary
condition, utilizing the specified materials and cloths. Restore chrome finishes
to a sparkling clean condition.

13. Remove spots, water marks and finger prints nightly utilizing the specified
materials and cloths, as needed. Wash and wipe all mirror finishes weekly
utilizing the specified materials and cloths.

14. Remove spots, water marks, stains, dust on horizontal surfaces and finger
prints utilizing the specified materials and cloths, as needed. Completely wash
and wipe all partitions weekly surfaces utilizing the specified materials and
cloths. Restore surface to a sanitary and sparkling clean condition.

ELEVATORS - (PASSENGER, FREIGHT, AND GARAGE CARS)

1. Wipe down wood wall surfaces utilizing the specified materials and cloths.

2. Wipe down elevator doors and frames nightly with treated cloth as specified.
Remove finger prints, smudge marks, stains and grease.

3. Clean light lenses nightly utilizing the specified treated cloths.

4. Wash and wipe down mirror finishes nightly utilizing the specified materials
and cloths. Restore to a sparkling clean condition.

5. Clean and wipe down metal finishes nightly utilizing specified materials and
cloths to remove finger prints, smudge marks and grease.

6. Clean and wipe down metal flooring nightly. Detail clean utilizing specified
cleaning materials, products and equipment, as required.

7. Vacuum carpet utilizing the specified commercial upright vacuum cleaner.

8. Vacuum elevator door tracks removing all debris. Thoroughly polish metal
finish utilizing specified materials and cloths, as required.

FIRE STAIRWELLS (AS REQUIRED)

                                       2
<PAGE>

1. Completely wipe down handrails utilizing the specified materials and cloths.

2. Sweep and wet mop risers utilizing specified materials and equipment. All
floor surfaces shall be slip resistant at all times.

3.Sweep and wet mop landings utilizing specified materials and equipment. All
floor surfaces shall be slip resistant at all times. Completely strip existing
concrete floor finish and reseal utilizing the specified materials. All floor
surfaces shall be slip resistant at all times.

4.Wipe down sprinkler riser pipes utilizing the specified treated cloths, areas
that are below six feet in height. Contractor to use caution while cleaning any
related equipment valves and fire sprinkler system devices.

5. Clean light lenses utilizing the specified treated cloths.

BUILDING ENTRANCES

1. Spot clean from glass doors, sidelights, and partitions nightly finger
prints, stains and surface dust. Detail clean quarterly utilizing the specified
glass and window cleaning equipment and materials.

2. Remove finger prints, marks and stains from doors and frames nightly. Wipe
down, clean and polish quarterly.

3. Completely clean and wipe down metal finishes nightly utilizing specified
materials and cloths to remove finger prints, smudge marks and grease.

4. Vacuum carpet including areas that can be reasonably vacuumed including the
moving of light furniture and chairs to accomplish this task.

5. Detailed carpet spotting in areas as they appear.

MAIN LOBBIES

1. Vacuum carpet cleaning utilizing the specified commercial upright vacuum
cleaner. Includes all areas that can be reasonably vacuumed including the moving
of light furniture and chairs to accomplish this task.

2. Detail carpet spotting in areas as they appear.

3. Dust mop and then wet mop all hard floor surfaces utilizing specified
cleaning materials, products and equipment. Wet mop and then spray buff weekly
to restore floor finish utilizing specified cleaning materials, products and
equipment. Detail and thoroughly clean monthly utilizing specified cleaning
materials, products and equipment.

4. Empty waster paper baskets, special canisters and/or receptacles into
collection units and dispose from the Project nightly. Waste paper baskets and
containers will be wiped clean and washed nightly.

5. Dusting of horizontal surfaces nightly with treated dust cloths.

6. Remove finger prints, marks and stains from doors and frames nightly
utilizing the specified materials and cloths.

                                       3
<PAGE>

                               FIRST AMENDMENT TO
                                  OFFICE LEASE

THIS FIRST AMENDMENT TO OFFICE LEASE (this "Amendment") is made as of this 16th
day of July, 1998, ("Effective Date") by and between F/P/D MASTER LEASE, INC., a
Texas corporation ("Landlord"), and SERVICE ASSET MANAGEMENT COMPANY, INC., a
North Carolina corporation ("Tenant").

                                   WITNESSETH:

WHEREAS, Landlord and Tenant entered into that certain Office Lease dated May
20, 1998 (the "Lease"), with respect to the lease of approximately 31,478
Rentable Square Feet (as defined in the Lease) on the 14th and 15th floors known
as Suites 1400 and 1500 (the "Premises") of that certain office building known
as 1700 Pacific Avenue, and located at 1700 Pacific Avenue, Dallas, Texas (the
"Building");

WHEREAS, Landlord and Tenant now desire to amend the Lease to modify certain
provisions of the Lease as set forth herein but not otherwise.

NOW, THEREFORE, for and in consideration of Ten and No/100 Dollars ($10.00) and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged and confessed, Landlord and Tenant, intending to be and
being legally bound, do hereby agree as follows:

1. DEFINED TERMS

All capitalized terms used herein and not defined herein have the meanings set
forth in the Lease.

2. PARKING

Commencing on the Effective Date and continuing through and until the last day
of the Lease Term, as extended if applicable, (in addition to and not in lieu of
the Parking provided for in Section 53 of the Lease), Landlord shall provide two
(2) additional spaces in the On-Site Garage, which two (2) spaces shall be
unreserved spaces, (the "Additional Spaces") and issue to Tenant one parking
access card for each parking space. The Additional Spaces shall be added to and
become a part of the unreserved parking spaces in the On-site Garage to which
Tenant is entitled and shall be leased by Tenant on the same terms and
conditions, including parking charges, set forth in Section 53 of the Lease.

3. FULL FORCE AND EFFECT

In the event any of the terms of the Lease conflict with the terms of this
Amendment, the terms of this Amendment shall control. Except as amended hereby,
all terms and conditions of the Lease shall remain in full force and effect, and
Landlord and Tenant hereby ratify and confirm the Lease

<PAGE>

                                  OFFICE LEASE

      This Office Lease (this LEASE) is entered into as of April_______, 1998
(the date of this LEASE), by F/P/D Master Lease, Inc., a Texas corporation
(LANDLORD), and Service Asset Management Company, a North Carolina corporation
(TENANT).

1. DEFINITIONS AND BASIC LEASE PROVISIONS.

      Some of the basic provisions and defined terms of this Lease are as
follows:

<TABLE>
<S>                             <C>
PROJECT:                        1700 Pacific Avenue, Dallas, Texas, including the Land described on
                                EXHIBIT B, the Building, the On-Site Garage, the concourse,
                                lobbies, plazas, walkways, open spaces, landscaped areas, and
                                similar public areas located on, above, beneath or immediately
                                adjacent to the Land, and any truck accessways, loading docks, or
                                similar facilities which serve the Building, the Off-Site Garage,
                                and the Building's interest in pedestrian tunnels, skybridges or
                                parking garages now or hereafter connecting the Building to any
                                building or garage that may be located on any other block adjacent
                                to or nearby the block in which the Building is located.

BUILDING:                       The building located on the Land, known as 1700 Pacific Avenue,
                                located at 1700 Pacific Avenue, Dallas, Texas 75201.

LEASED PREMISES:                31,478 Rentable Square Feet as shown on EXHIBIT A. Suite 1400 on
                                Floor 14 of the Building and Suite 1500 on Floor 15 of the
                                Building.

TENANT'S PROPORTIONATE SHARE:   2.348%, determined by dividing the number of Rentable Square Feet
                                contained in the Leased Premises by the Total Building Area. The
                                Tenant's Proportionate Share shall change if the size of the Leased
                                Premises changes as a result of expansions, reductions, or
                                otherwise.
</TABLE>

<PAGE>

<TABLE>
<S>                             <C>
TOTAL BUILDING AREA:            1,340,481 Rentable Square Feet.

MINIMUM RENT:                   July 98 - Dec 98    $      0.00 per month for months 1 through 6 June 1998 - Nov 1998
                                Jan 99 - Dec 2001   $ 39,347.50 per month for months 7 through 42
                                Jan 2002 - Dec 2003 $ 44,593.83 per month for months 43 through 66
                                Jan 2004 - Dec 2005 $ 47,217.00 per month for months 67 through 90
                                Jan 2006 - Dec 2008 $ 52,463.33 per month for months 91 through 126

RENT:                           The Minimum Rent and all other amounts payable by Tenant to
                                Landlord under this Lease, including Tenant's Proportionate
                                Share of Total Electricity Costs for the Project and Excess
                                Operating Costs.

COMMENCEMENT DATE:              June 1, 1998. (See Paragraph 3)

EXPIRATION DATE:                November 30, 2008. (See Paragraph 3)

LEASE TERM:                     126 Months, ending on the Expiration Date.

BASE YEAR FOR OPERATING COSTS:  Calendar year 1998.

TENANT'S BROKER:                Trinity Advisory Group, Inc.

LANDLORD'S BROKER:              Faison-Stone, Inc., a Texas corporation.

SECURITY DEPOSIT:               $ N/A

                                The approximately 1400 space parking garage on the western end of the
                                block bounded by Harwood, Pearl, Main, and Elm Streets in Dallas, Texas.

ON-SITE GARAGE:                 The approximately 300 space parking garage that is part of the Building.
</TABLE>

                                                                          PAGE 2
<PAGE>

<TABLE>
<S>                             <C>
PARKING:                        4 spaces (Reserved or Unreserved) in the On-Site Garage, 27
                                Unreserved spaces in the Off-Site Garage, and, subject to
                                availability up to 60 additional unreserved spaces in the Off-Site
                                Garage on a month-to-month basis. (See Paragraph 53)

PERMITTED USE:                  General business offices.

TENANT PARTY(IES):              Tenant and its directors, shareholders, partners, trustees, members,
                                agents, contractors, subcontractors, employees, licensees, servants,
                                and invitees and all persons and entities claiming through any of
                                these persons or entities.
</TABLE>

Addresses for notices under this Lease:

      LANDLORD:                 F/P/D Master Lease, Inc.
                                c/o Faison-Stone, Inc.
                                1700 Pacific Avenue, Suite 4500
                                Dallas, Texas 75201
                                Attention: M. Scott Ozymy
                                Fax: (214) 969-0384

      TENANT:                   Service Asset Management Company
                                1700 Pacific Avenue, Suite 1400
                                Dallas, Texas 75201
                                Attention: William D. Gross
                                Fax: (214) ______-__________

                                with a copy to:

                                Service Asset Management Company
                                6907 Capital of Texas Highway #230
                                Austin, Texas 78755-0800
                                Attention: Roger J. Engemoen, Jr.
                                Fax: (512) 231-8526

                                                                          PAGE 3
<PAGE>

            EXHIBIT G [Janitorial Specifications]

51.   COUNTERPARTS.

      This Lease may be executed in two or more counterparts, each of which is
      deemed an original and all of which together constitute one and the same
      instrument.

52.   RENTAL TAX.

      Tenant shall pay as additional Rent all licenses, charges, and other fees
      of every kind and nature as and when they become due arising out of or in
      connection with Tenant's use and occupancy of the Leased Premises and the
      Project (including the parking garages), including but not limited to
      license fees, business license taxes, and privilege, sales, excise, or
      other taxes (other than income) imposed upon Rent or upon services
      provided by Landlord or upon Landlord in an amount measured by Rent
      received by Landlord.

53.   PARKING.

      (a)   During the Lease Term, Landlord shall provide, twenty-seven (27)
            unreserved parking spaces in the Off-Site Garage and four (4) spaces
            in the On-Site Garage, which four (4) spaces shall, at Tenant's
            option, be either reserved or unreserved spaces, and, subsequent to
            availability, on a month-to-month basis, up to sixty (60) additional
            unreserved spaces in the Off-Site Garage ("Temporary Spaces"),
            specified by Landlord and issue to Tenant one parking access card
            for each parking space. As rental for the parking spaces, Tenant
            shall pay (i) $75.00 per month (plus any applicable sales tax) for
            the first twenty-four (24) months of the Lease Term, $90.00 per
            month (plus any applicable sales tax) for months twenty-five (25)
            through sixty (60) of the Lease Term, and the parking charge (plus
            any applicable sales tax) then imposed by Landlord thereafter for
            the unreserved parking spaces in the Off-Site Garage, (ii) $125.00
            per month (plus any applicable sales tax) for the first twenty-four
            (24) months of the Lease term, $135.00 per month (plus any
            applicable sales tax) for months twenty-five (25) through sixty (60)
            of the Lease Term, and the parking charge (plus any applicable sales
            tax) then imposed by Landlord thereafter for the unreserved parking
            spaces in the On-Site Garage, and (iii) $225.00 per month (plus any
            applicable sales tax) for the first twenty-four (24) months of the
            Lease Term, $235.00 per month (plus any applicable sales tax) for
            months twenty-five (25) through sixty (60) of the Lease Term, and
            the parking charge (plus any applicable sales tax) then imposed by
            Landlord thereafter for the reserved parking spaces in the On-Site
            Garage. Prior to issuance of the parking access cards, Tenant must
            deliver to Landlord a list of the automobile license numbers of
            Tenant's employees who will be using the cards, together with
            Landlord's then current per card deposit. This deposit is forfeited
            to Landlord if any card is lost or damaged or not returned to

                                                                          PAGE 4
<PAGE>

                                    EXHIBIT F

                         to Office Lease by and between

                     F/P/D Master Lease, Inc., as Landlord,

                                       and

                   Service Asset Management Company, as Tenant

                           TENANT FINISH CONSTRUCTION

1.    PLANS AND SPECIFICATIONS: Tenant and Landlord have approved complete plans
      and specifications (the CONSTRUCTION DOCUMENTS) for the construction of
      the tenant finish in the Leased Premises. Tenant shall pay the cost of the
      Construction Documents, provided that the Work Allowance, defined below,
      may be applied to the cost of the Construction Documents.

      All work to be performed by Landlord pursuant to the Construction
      Documents is referred to as the TENANT FINISH WORK. Landlord shall not be
      deemed to represent and warrant that the Construction Documents comply
      with Applicable Laws and Tenant, at its sole cost and expense, is
      responsible for the Construction Documents and Tenant's business
      operations at the Leased Premises complying with Access Laws.

2.    TENANT FINISH WORK. Landlord shall construct or cause to be constructed
      the Tenant Finish Work in substantial accordance with the Construction
      Documents, subject to the Building Service Fee and Administrative Fee
      specified below. Tenant shall pay the Actual Cost (defined below) of all
      Tenant Finish Work in excess of $629,560 (the WORK ALLOWANCE). The Work
      Allowance may be applied to the cost of preparing the Construction
      Documents, relocation, installation of cabling, and space planning. The
      contractor Landlord selects to perform the Tenant Finish Work shall be
      selected by Landlord from at least three (3) qualified contractors who bid
      for such Tenant Finish Work. If the Actual Cost exceeds the Work
      Allowance, then Landlord agrees to pay up to $5.00 per rentable square
      foot contained in the Leased Premises, which additional sums shall be
      repaid by Tenant to Landlord by Minimum Rent being increased by an amount
      sufficient to fully amortize and pay such additional allowance together
      with interest at the rate of 10% per annum over the first 5 years of the
      Lease Term.

                                      F-1
<PAGE>

                               [15TH FLOOR PLAN]
<PAGE>

                        SECOND AMENDMENT TO OFFICE LEASE

            THIS SECOND AMENDMENT TO OFFICE LEASE (this "Amendment") is made and
entered into this 17th day of February, 1999 (the "Amendment Effective Date"),
by and between F/P/D MASTER LEASE, INC., a Texas corporation "(Landlord"), and
SERVICE ASSET MANAGEMENT COMPANY, a North Carolina corporation ("Tenant").

                                   WITNESSETH:

            WHEREAS, Landlord and Tenant entered into that certain Lease
Agreement dated as of May 20th, 1998, as amended by the First Amendment to
Office Lease, dated as of July 16th, 1998 (the "Lease"), with respect to the
lease of approximately 31,478 Rentable Square Feet ("Leased Premises") in the
building commonly referred to as 1700 Pacific Avenue located in Dallas, Texas
(the "Building"); and

            WHEREAS, Landlord and Tenant mutually desire to amend the Lease to
expand the Leased Premises and to modify certain other provisions of the Lease
as set forth herein but not otherwise.

            NOW THEREFORE, for and in consideration of Ten Dollars and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged and confessed, Landlord and Tenant, intending to be and being
legally bound, do hereby agree as follows:

1.    Defined Terms.

      (a)   The "Expansion Date" shall be the earliest to occur of (i) March 1,
1999, (ii) the date Tenant occupies any part of the Expansion Space, or (iii)
the Expansion Space Ready for Occupancy Date (defined below).

      (b)   The "Expansion Space Ready for Occupancy Date" is the earlier to
occur of:

            (1)   the date that Landlord notifies Tenant that the City of Dallas
                  has approved the Expansion Space for occupancy; or

            (2)   the date the City of Dallas would have approved the Expansion
                  Space for occupancy but for delays caused by any Tenant Party;

                                       -1-
<PAGE>

                  provided, if landlord performs any Additional Work (defined in
                  Exhibit B). the Expansion Space Ready for Occupancy Date is
                  deemed accelerated by the number of days in the Additional
                  Work Period (defined in Exhibit B).

      (c)   All other capitalized terms utilized herein and not defined herein
shall have the meanings ascribed thereto in the Lease.

2.    Expansion of Leased Premises.

      Commencing on the Expansion Date, the Leased Premises shall be expanded
from the existing 31,478 Rentable Square Feet (the "Existing Space") to include
an additional 3,198 Rentable Square Feet on Floor 15 of the Building (the
Expansion Space") as shown on Exhibit A attached hereto and made a part hereof,
such that the total rentable square footage of the Leased Premises as of the
Expansion Date shall be 34,676 Rentable Square Feet. The Expansion Space shall
be added to and become part of the Leased Premises for all purposes of the Lease
and shall be subject to all of the provisions of the Lease as amended hereby,
applicable to the Leased Premises, including, without limitation, Tenant's
obligation to pay Rent.

3.    Term of Expansion Space.

      The term of the Expansion Space shall commence on the Expansion Date and
shall expire on the Expiration Date.

4.    Parking.

      Commencing on the Expansion Date, Landlord shall provide to Tenant, and
Tenant shall accept and lease for the remainder of the Lease Term, as it may be
extended, three (3) additional unreserved spaces in the Off-Site Garage (for a
total of thirty (30) unreserved spaces in the Off-Site Garage) on the same terms
and conditions as set forth in Section 53 of the Lease. Such additional three
(3) spaces shall not be considered Temporary Spaces.

5.    Tenant Improvements.

      (a)   Landlord and Tenant each shall comply with the provisions of Exhibit
B attached hereto. Tenant agrees to cooperate with Landlord in Landlord's
construction of the Tenant Finish Work, and Tenant shall not take any action
which would impede or hinder Landlord's construction of the Tenant Finish Work.
Tenant hereby grants to Landlord access to the Existing Space commencing on the
date hereof, for the purpose of the construction of the Tenant Finish Work and
performing the obligations of Landlord set forth in Exhibit B. Tenant
acknowledges that (i) the construction of the Tenant Finish Work may affect
Tenant's business, (ii) Landlord shall not be responsible for any effect such
construction may have on Tenant's business, and (iii) any such

                                       -2-
<PAGE>

disturbance or effect in (i) or (ii) shall not constitute a default by Landlord
under the Lease as amended hereby.

      (b)   THE EXPANSION SPACE SHALL BE FURNISHED TO TENANT AT THE EXPANSION
DATE IN AN AS-IS CONDITION AND LANDLORD SHALL NOT BE OBLIGATED TO MAKE ANY
IMPROVEMENTS THERETO EXCEPT AS MAY BE PROVIDED IN EXHIBIT B. NOR SHALL TENANT BE
ENTITLED TO ANY ALLOWANCE WITH RESPECT THERETO. ADDITIONALLY, LANDLORD MAKES NO
WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE LEASEHOLD IMPROVEMENTS IN
THE EXISTING SPACE OR THE EXPANSION SPACE. ALL IMPLIED WARRANTIES WITH RESPECT
THERETO, INCLUDING BUT NOT LIMITED TO THOSE OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE, ARE EXPRESSLY NEGATED AND WAIVED.

6.    Minimum Rent for Expansion Space

      (a)   Commencing on the Expansion Date and continuing through and until
the Expiration Date, Tenant's Minimum Rent for the Expansion Space shall be an
annual amount equal to the sum of the product of (x) the annual Minimum Rental
Rate identified below for the applicable period identified therein multiplied by
(y) the Rentable Square Feet of the Expansion Space.

<TABLE>
<CAPTION>
Period                                                               Minimum Rental Rate
------                                                               -------------------
<S>                                                                  <C>                      <C>
Expansion Date through the expiration of the thirtieth (30th)              $16.00             [ILLEGIBLE]
month of the Lease Term

The commencement of the thirty-first (31st) month of the Lease             $17.00             [ILLEGIBLE]
Term through the expiration of the fifty-fourth (54th) month of
the Lease Term

The commencement of the fifty-fifth (55th) month of the Lease              $18.00             [ILLEGIBLE]
Term through the expiration of the seventh-eighth (78th) month
of the Lease Term

                                                                                              2004 = 18 X 3,448
</TABLE>

                                      -3-
<PAGE>

<TABLE>
<S>                                                                        <C>                <C>
The commencement of the seventy-ninth (79th) month of the Lease            $19.00             [ILLEGIBLE]
Term through the expiration of the one hundred second (102nd)
month of the Lease Term

The commencement of the one hundred third (103rd) month of the             $21.00             [ILLEGIBLE]
Lease Term through the expiration of the one hundred twenty-sixth
(126th) month of the Lease Term
</TABLE>

      All such Minimum Rent shall be payable in accordance with the provisions
set forth in the Lease.

7.    Tenant's Proportionate Share.

      Effective as of the Effective Date, Tenant's Proportionate Share shall be
2.587% (in lieu of the 2.348% share set forth in Section 1 of the Lease) and
determined by dividing the number of Rentable Square Feet of the Leased Premises
(as expanded) by the Total Building Area. Tenant's Proportionate Share as
recalculated shall be paid in accordance with the provisions set forth in the
Lease. The Base Year for the purpose of calculating the Operating Costs shall
remain the calendar 1998 and shall be applicable to both the Expansion Space and
the Existing Space.

8.    Brokerage Commission.

      Landlord and Tenant hereby represent and warrant to each other that no
commission is due and payable to any broker or other leasing agent in connection
with this Amendment as a result of its own dealings with any such broker or
leasing agent except Trinity Advisory Group, Inc. ("Broker"), and Landlord and
Tenant hereby agree to indemnify and hold each other harmless from and against
all loss, damage, cost and expense (including reasonable attorneys' fees)
suffered by the other party as a result of a breach of the foregoing
representation and warranty.

      Landlord has agreed to pay Broker a commission pursuant to a separate
agreement between Broker and Landlord.

9.    Acceptance of Leased Premises.

      Tenant's occupancy of the Expansion Space is conclusive evidence that
Tenant: (A) accepts the Expansion Space as suitable for the purposes for which
they are leased; (B) accepts the Expansion Space as being in a good and
satisfactory condition; and (C) waives any defects in the Expansion Space.

                                      -4-
<PAGE>

10.   Full Force and Effect.

In the event any of the terms of the Lease conflict with the terms of this
Amendment, the terms of this Amendment shall control. The Lease remains in full
force and effect without any further amendments, alterations, or modifications
thereto except as set forth herein, and Landlord and Tenant expressly ratify and
confirm the Lease as amended hereby. The Lease, as amended by this Amendment,
constitutes the entire agreement between the parties hereto and no further
modification of the Lease shall be binding unless evidenced by an agreement in
writing signed by Landlord and Tenant.

            EXECUTED the day and year first above written.

                                            LANDLORD:

                                            F/P/D MASTER LEASE, INC.,
                                            a Texas corporation

                                            By: /s/ John B. Detwiler
                                                ----------------------------
                                            Name:  John B. Detwiler
                                            Title: Asst VP

                                            TENANT:

                                            SERVICE ASSET MANAGEMENT COMPANY,
                                            a North Carolina corporation

                                            By: /s/ Roger J. Engemoen, Jr.
                                                ----------------------------
                                            Name:  Roger J. Engemoen, Jr.
                                            Title: President

                                       -5-
<PAGE>

                                    EXHIBIT A

                         FLOOR PLAN OF EXPANSION SPACE

                                       A-1

<PAGE>

                               [15TH FLOOR PLAN]
<PAGE>

                                    EXHIBIT B

                to First Amendment to Office Lease by and between

                     F/P/D Master Lease, Inc., as Landlord,

                                       and

                   Service Asset Management Company, as Tenant

                           TENANT FINISH CONSTRUCTION

1.    PLANS AND SPECIFICATIONS: Tenant and Landlord have approved complete plans
      and specifications (the "Construction Documents") for the construction of
      the tenant finish in the Expansion Space. Tenant shall pay the cost of the
      Construction Documents, provided that the Work Allowance, defined below,
      may be applied to the cost of the Construction Documents.

      All work to be performed by Landlord pursuant to the Construction
      Documents is referred to as the "Tenant Finish Work". Landlord shall not
      be deemed to represent and warrant that the Construction Documents comply
      with Applicable Laws and Tenant, at its sole cost and expense, is
      responsible for the Construction Documents and Tenant's business
      operations at the Leased Premises complying with Access Laws.

2.    TENANT FINISH WORK. Landlord shall construct or cause to be constructed
      the Tenant Finish Work in substantial accordance with the Construction
      Documents, subject to the Building Service Fee and Administrative Fee
      specified below. Tenant shall pay the Actual Cost (defined below) of all
      Tenant Finish Work in excess of $55,032 (the "Work Allowance"). The Work
      Allowance may be applied to the cost of preparing the Construction
      Documents, relocation, installation of cabling, and space planning. The
      contractor Landlord selects to perform the Tenant Finish Work shall be
      selected by Landlord from at least three (3) qualified contractors who bid
      for such Tenant Finish Work.

      The term "Actual Cost" means the cost of all labor and materials and all
      hard and soft costs, together with the Building Service Fee of 2.5% of all
      hard costs, incurred by Landlord in performing the Tenant Finish Work or
      the Additional Work (defined below), as applicable.

      If prior to commencement of the Tenant Finish Work Landlord determines,
      based on construction bids received by Landlord, that the Actual Cost of
      the Tenant Finish Work will exceed the Work Allowance, Tenant shall pay
      the excess to Landlord. Landlord is not

                                       B-1
<PAGE>

      obligated to commence the Tenant Finish Work until it receives the excess
      payment from Tenant.

      If during construction the Actual Cost of the Tenant Finish Work exceeds
      the Work Allowance and all amounts previously paid by Tenant to Landlord
      prior to the commencement of construction, Landlord shall submit interim
      statements covering any excess costs incurred by Landlord under this
      Paragraph and Tenant shall pay the amount of the excess costs to Landlord.

      If the Actual Cost of the Tenant Finish Work is less than the Work
      Allowance, such excess, not to exceed $2.00 per rentable square foot,
      shall be credited against the monthly Minimum Rent first accruing after
      the Expansion Date hereunder.

3.    ADDITIONAL WORK. If Landlord performs, at Tenant's request and upon
      submission by Tenant and approval by Landlord of necessary plans and
      specifications (as approved, the "Additional Work Plans"), any work over
      and above the Tenant Finish Work ("Additional Work"), including any
      Additional Work approved by change order or work order, the Additional
      Work is at Tenant's expense, to which of any remaining balance of the Work
      Allowance may be applied. Landlord is not obligated to perform any
      Additional Work until Tenant pays Landlord the Actual Cost of the
      Additional Work, as estimated by Landlord. If the Actual Cost of the
      Additional Work exceeds the estimated amount paid by Tenant, Tenant shall
      pay the excess to Landlord.

      The Additional Work is not part of the Tenant Finish Work. If Landlord
      agrees to perform any Additional Work, Landlord shall request that its
      contractor estimate the additional amount of time that will be added to
      the completion of the Tenant Finish Work because of the Additional Work
      (the "Additional Work Period"). This estimate is conclusive and binding on
      Landlord and Tenant for the purpose of establishing the Expansion Space
      Ready for Occupancy Date.

4.    DELAYS: If Landlord is delayed in substantially completing the Tenant
      Finish Work or any Additional Work as a result of:

      (a)   Tenant's failure to promptly and timely furnish any information
            required by Landlord;

      (b)   Tenant's delay in approving the Construction Documents or in
            submitting any Additional Work Plans or in modifying the Additional
            Work Plans as required by Landlord;

      (c)   Tenant's request for materials, finishes, or installations other
            than Landlord's Building standard items or for long lead items;

                                       B-2
<PAGE>

      (d)   Tenant's changes in the Construction Documents or any Additional
            Work Plans;

      (e)   interference with Landlord's work by any Tenant Party; or

      (f)   Tenant does not timely obtain the approval, if required, of the
            Texas Department of Licensing and Regulation;

      then the Expansion Space Ready for Occupancy Date is accelerated by the
      number of days of Tenant delays.

5.    EARLY ENTRY: Upon request by Tenant, Landlord shall permit Tenant and its
      contractors to enter the Expansion Space prior to the Expansion Space
      Ready for Occupancy Date, in order that Tenant may perform through its own
      contractor(s) (who must be approved by Landlord) other work and
      decorations Tenant wants in the Expansion Space while Landlord's
      contractors are working. This license to enter prior to the Expansion
      Space Ready for Occupancy Date is subject to the following conditions:

      (a)   Tenant's contractor(s) must work in harmony and not interfere with
            Landlord's contractors and subcontractors; and

      (b)   Prior to commencement of the work by Tenant's contractor(s), Tenant
            must deliver evidence to Landlord of compliance with the
            requirements of Exhibit D of the Lease.

      Landlord may revoke this license upon 48 hours' notice to Tenant if the
      entry causes disharmony or interference with the Tenant Finish Work or any
      Additional Work.

      Landlord is not liable in any way for any injury, loss, or damage that
      occurs to any of Tenant's decorations or installations made prior to the
      Expansion Space Ready for Occupancy Date, the entry being solely at
      Tenant's risk. Tenant shall indemnify, defend, and hold Landlord harmless
      from any claims, demands, actions, losses, and damages arising from
      activities of Tenant's contractors, workers, and mechanics.

6.    PROJECT ENGINEER: Tenant must use the fire alarm, mechanical, electrical,
      and plumbing engineer(s) of record for the Project in connection with any
      Tenant Finish Work or Additional Work affecting the Building's fire alarm,
      mechanical, electrical, or plumbing systems. Landlord shall designate from
      time to time (i) the mechanical, electrical and plumbing engineer of
      record for the Project, and (ii) the fire alarm contractor of record for
      the Project.

7.    PAYMENTS BY TENANT: All amounts payable by Tenant under this Exhibit B are
      payable to Landlord as additional Rent within 10 days after Tenant's
      receipt of Landlord's demand.

                                       B-3
<PAGE>

8.    STANDARD IMPROVEMENTS; TENANT IMPROVEMENTS: For purposes of allocating
      repair and obligations with respect to the Expansion Space, the Standard
      Improvements shall include, in addition to the Standard Improvements with
      respect to the Expansion Space, those improvements located in the
      Expansion Space as of the date of this Amendment (and all other
      improvements in and to the Expansion Space shall be deemed to be a part of
      the Tenant Improvements).

                                       B-4
<PAGE>

                         THIRD AMENDMENT TO OFFICE LEASE

            THIS THIRD AMENDMENT TO OFFICE LEASE (this "Amendment") is made and
entered into this 20th day of September, 1999, but to be effective as of
February 17, 1999 (the "Amendment Effective Date"), by and between F/P/D MASTER
LEASE, INC., a Texas corporation "(Landlord"), and SERVICE ASSET MANAGEMENT
COMPANY, a North Carolina corporation ("Tenant").

                                   WITNESSETH:

            WHEREAS, Landlord and Tenant entered into that certain Lease
Agreement (the "Original Lease") dated as of May 20, 1998, with respect to the
lease of approximately 31,478 Rentable Square Feet ("Leased Premises") in the
building commonly referred to as 1700 Pacific Avenue located in Dallas, Texas
(the "Building");

            WHEREAS, the Original Lease has been amended by that certain First
Amendment to Office Lease dated as of July 16, 1998, and that certain Second
Amendment to Office Lease dated as of February 17, 1999 (the "Second Amendment")
(the Original Lease, as amended, the "Lease"); and

            WHEREAS, Landlord and Tenant mutually desire to amend the Lease to
modify the number of Rentable Square Feet comprising the Expansion Space as
provided in the Second Amendment and to modify certain other provisions of the
Second Amendment as set forth herein but not otherwise.

            NOW THEREFORE, for and in consideration of Ten Dollars and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged and confessed, Landlord and Tenant, intending to be and being
legally bound, do hereby agree as follows:

1.    Defined Terms.

      All capitalized terms utilized herein and not defined herein shall have
the meanings ascribed thereto in the Lease.

2.    Change in Rentable Square Feet.

Effective as of the Amendment Effective Date, Paragraph 2 of the Second
Amendment shall be amended as follows:

      (a)   The number "3,198" located in the second line thereof shall be
deleted and replaced with the number "3,448"; and

                                       -1-
<PAGE>

      (b)   The number "34,676" located in the fifth line thereof shall be
deleted and replaced with the number "34,926".

3.    Tenant's Proportionate Share.

Effective as of the Amendment Effective Date, Paragraph 7 of the Second
Amendment shall be amended to delete the percentage "2.578%" located in the
first line thereof and to replace the percentage "2.605%" therefor.

4.    Work Allowance.

Effective as of the Amendment Effective Date, the first paragraph of Section 2
of Exhibit B attached to the Second Amendment shall be amended to delete the
amount "$55,032" located in the fourth line thereof and to replace the amount
"$59,334.06" therefor.

5.    Exhibit A.

Effective as of the Amendment Effective Date, Exhibit A attached to the Second
Amendment shall be deleted and replaced with Exhibit A attached hereto.

6.    Brokerage Commission.

      Except for the commission due and payable to Trinity Advisory Group and
Cousins Stone, LP. (collectively, the "Brokers"), which commissions shall be
payable by Landlord pursuant to separate agreements entered into by Landlord and
Brokers, Landlord and Tenant hereby represent and warrant to each other that no
commission is due and payable to any broker or other leasing agent in connection
with this Amendment as a result of its own dealings with any such broker or
leasing agent, and Landlord and Tenant hereby agree to indemnify and hold each
other harmless from and against all loss, damage, cost and expense (including
reasonable attorneys fees) suffered by the other party as a result of a breach
of the foregoing representation and warranty.

7.    Full Force and Effect.

                                       -2-
<PAGE>

In the event any of the terms of the Lease conflict with the terms of this
Amendment, the terms of this Amendment shall control. The Lease remains in full
force and effect without any further amendments, alterations, or modifications
thereto except as set forth herein, and Landlord and Tenant expressly ratify and
confirm the Lease as amended hereby. The Lease, as amended by this Amendment,
constitutes the entire agreement between the parties hereto and no further
modification of the Lease shall be binding unless evidenced by an agreement in
writing signed by Landlord and Tenant.

            EXECUTED the day and year first above written.

                                      LANDLORD:

                                      F/P/D MASTER LEASE, INC.,
                                      a Texas corporation

                                      By: /s/ John B. Detwiler
                                          ---------------------------------
                                      Name:  John B. Detwiler
                                      Title: Asst VP

                                      TENANT:

                                      SERVICE ASSET MANAGEMENT
                                      COMPANY,
                                      a North Carolina corporation

                                      By: /s/ Roger J. Engemoen, Jr.
                                          ---------------------------------
                                      Name:  Roger J. Engemoen, Jr.
                                      Title: President

                                       -3-
<PAGE>

                                    EXHIBIT A

                         FLOOR PLAN OF EXPANSION SPACE

                                       A-1

<PAGE>

                               [15TH FLOOR PLAN]

<PAGE>

[FAISON STONE LOGO]

Faison-Stone, Inc.

   May 27, 1999

   William D. Gross                         Via Regular Mail and Certified Mail
   Service Asset Management Company         Return Receipt No. P 565 057 747
   1700 Pacific Avenue, Suite 1400
   Dallas, Texas 75201

   Re:  Office Lease Agreement (1700 PACIFIC) dated May 20, 1998 (the "Lease")
        by and between Service Asset Management Company, as Tenant and F/P/D
        Master Lease, Inc., as Landlord, and amended on July 16, 1998 (1st
        amendment) and February 17, 1999 (2nd amendment).

   Dear Mr. Gross:

   Reference is made to the above Lease and Section 3 thereof. This letter will
   confirm the date the Original Premises were Ready for Occupancy was July 1,
   1998. Therefore, the term of the Lease will be July 1, 1998 through December
   31, 2008.

   The Second Amendment dated February 17, 1999 states that Tenant's rent
   commences on the Expansion Date and continues through the Expiration Date
   (December 31, 2008). The Expansion Date is defined as the earliest to occur
   of March 1, 1999, the date Tenant occupies any part of the Space, or the
   Expansion Ready for Occupancy Date. Therefore, the term of the Expansion
   Space will be March 1, 1999 through December 31, 2008.

   If this confirmation of the Lease terms meets your approval, please signify
   in the space provided and return three copies of this letter to my attention
   at the address below. Keep one copy for your files.

   Please call me should you have any questions or if I can be of service.

   Sincerely,

   By:   F/P/D MASTER LEASE, INC.
         By:   Faison-Stone, Inc., Manager

               By: /s/ Gary Lindenberger
                   -----------------------------------
                   Gary Lindenberger, Property Manager

   Approved:
         SERVICE ASSET MANAGEMENT COMPANY, A North Carolina corporation

         By: /s/ Roger J. Engemoen, Jr.
             ----------------------------------------
         Name:  Roger J. Engemoen, Jr.
         Title: President

   C:    100.201

             1700 Pacific Avenue - Suite 4500 - Dallas, Texas 75201
                - Telephone (214) 855-3700 - Fax (214) 855-3725

<PAGE>

                        FOURTH AMENDMENT TO OFFICE LEASE

            THIS FOURTH AMENDMENT TO OFFICE LEASE (this "Amendment") is made and
entered into this 30th day of November, 1999 (the "Amendment Effective Date"),
by and between F/P/D MASTER LEASE, INC., a Texas corporation ("Landlord"), and
SERVICE ASSET MANAGEMENT COMPANY, a North Carolina corporation ("Tenant").

                                   WITNESSETH:

            WHEREAS, Landlord and Tenant entered into that certain Office Lease
dated as of May 20, 1998, as amended by (i) that certain First Amendment to
Office Lease, dated as of July 16, 1998, (ii) that certain Second Amendment to
Office Lease dated as of February 17, 1999, and (iii) that certain Third
Amendment to Office Lease (the "Third Amendment"), dated as of September 20,
1999 (as amended, the "Lease"), with respect to the lease of approximately
34,676 Rentable Square Feet ("Leased Premises") in the building commonly
referred to as 1700 Pacific Avenue located in Dallas, Texas (the "Building");
and

            WHEREAS, Landlord and Tenant mutually desire to amend the Lease to
expand the. Leased Premises and to modify certain other provisions of the Lease
as set forth herein but not otherwise.

            NOW THEREFORE, for and in consideration of Ten Dollars and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged and confessed, Landlord and Tenant, intending to be and being
legally bound, do hereby agree as follows:

1.    Defined Terms.

      (a)   The "First Expansion Date" shall be the earliest to occur of (i)
January 15, 2000, or (ii) the date Tenant occupies any part of the First
Expansion Space (as defined below).

      (b)   The "Second Expansion Date" shall be the earliest to occur of (i)
July 1, 2000, or (ii) the date Tenant occupies any part of the Second Expansion
Space (as defined below).

      (c)   The "Expansion Space" shall mean, individually and collectively as
the context requires, the First Expansion Space and/or the Second Expansion
Space.

      (d)   All other capitalized terms utilized herein and not defined herein
shall have the meanings ascribed thereto in the Lease.

2.    Expansion of Leased Premises.

      (a)   Commencing on the First Expansion Date, the Leased Premises shall be
expanded from the existing 34,926 Rentable Square Feet (the "Existing Space") to
include an additional 4,345

                                       -1-
<PAGE>

Rentable Square Feet on Floor 15 of the Building (the "First Expansion Space")
as shown on Exhibit A attached hereto and made a part hereof, such that the
total Rentable Square Feet contained within the Leased Premises as of the First
Expansion Date shall be 39,271 Rentable Square Feet.

      (b)   Commencing on the Second Expansion Date, the Leased Premises shall
be expanded from the then existing 39,271 Rentable Square Feet (as previously
expanded to include the First Expansion Space) to include an additional 15,397
Rentable Square Feet on Floor 15 of the Building (the "Second Expansion Space")
as shown on Exhibit A, such that the total Rentable Square Feet contained within
the Leased Premises as of the Second Expansion Date shall be 50,323 Rentable
Square Feet.

      (c)   The Expansion Space shall be added to and become part of the Leased
Premises for all purposes of the Lease and, except as expressly set forth
herein, shall be subject to all of the provisions of the Lease, as amended
hereby, applicable to the Leased Premises, including, without limitation,
Tenant's obligation to pay Rent.

3.    Term of Lease for Expansion Space.

      The term of the Lease (i) for the First Expansion Space shall commence on
the First Expansion Date, (ii) for the Second Expansion Space shall commence on
the Second Expansion Date, and (iii) shall expire for the First Expansion Space,
the Second Expansion Space and all other portions of the Leased Premises on the
Expiration Date.

4.    Parking.

      (a)   Commencing on the First Expansion Date, Landlord shall provide to
Tenant, and Tenant shall accept and lease for the remainder of the Lease Term,
as it may be extended, (i) six (6) additional unreserved spaces in the Off-Site
Garage (for a total of thirty (36) unreserved spaces in the Off-Site Garage),
and (ii) one (1) additional unreserved space in the On-Site Garage (for a total
of seven (7) unreserved spaces in the On-Site Garage).

      (b)   Commencing on the Second Expansion Date, Landlord shall provide to
Tenant, and Tenant shall accept and lease for the remainder of the Lease Term,
as it may be extended, (i) six (6) additional unreserved spaces in the Off-Site
Garage (for a total of forty-two (42) unreserved spaces in the Off-Site Garage),
and (ii) two (2) additional unreserved spaces in the On-Site Garage (for a total
of nine (9) unreserved spaces in the On-Site Garage).

      (c)   Such additional spaces shall be provided to Tenant on the same terms
and conditions as set forth in Section 53 of the Lease and shall not be
considered Temporary Spaces.

                                       -2-
<PAGE>

5.    Tenant Improvements.

      (a)   Landlord and Tenant each shall comply with the provisions of Exhibit
B attached hereto. Tenant agrees to cooperate with Landlord in Landlord's
construction of the Tenant Finish Work (as defined in said Exhibit B). and
Tenant shall not take any action which would impede or hinder Landlord's
construction of the Tenant Finish Work. Tenant hereby grants to Landlord access
to the Existing Space and the Expansion Space commencing on the date hereof, for
the purpose of the construction of the Tenant Finish Work and performing the
obligations of Landlord set forth in Exhibit B. Tenant acknowledges that (i) the
construction of the Tenant Finish Work may affect Tenant's business, (ii)
Landlord shall not be responsible for any effect such construction may have on
Tenant's business, and (iii) any such disturbance or effect in (i) or (ii) shall
not constitute a default by Landlord under the Lease as amended hereby.

      (b)   THE FIRST EXPANSION SPACE SHALL BE FURNISHED TO TENANT ON THE FIRST
EXPANSION DATE AND THE SECOND EXPANSION SPACE SHALL BE FURNISHED TO TENANT ON
THE SECOND EXPANSION DATE, EACH IN AN AS-IS CONDITION AND LANDLORD SHALL NOT BE
OBLIGATED TO MAKE ANY IMPROVEMENTS THERETO, EXCEPT AS MAY BE PROVIDED IN EXHIBIT
B, NOR SHALL TENANT BE ENTITLED TO ANY ALLOWANCE WITH RESPECT THERETO, EXCEPT AS
MAY BE PROVIDED IN EXHIBIT B. ADDITIONALLY, LANDLORD MAKES NO WARRANTIES,
EXPRESS OR IMPLIED, WITH RESPECT TO THE LEASEHOLD IMPROVEMENTS IN THE EXISTING
SPACE, THE EXPANSION SPACE OR ANY PORTION THEREOF. ALL IMPLIED WARRANTIES WITH
RESPECT THERETO, INCLUDING BUT NOT LIMITED TO THOSE OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE, ARE EXPRESSLY NEGATED AND WAIVED.

6.    Minimum Rent for Expansion Space

      (a)   Commencing (i) on the First Expansion Date with respect to the First
Expansion Space, and (ii) on the Second Expansion Date with respect to the
Second Expansion Space, and continuing through and until the Expiration Date,
Tenant's Minimum Rent for the Expansion Space shall be an annual amount equal to
the sum of the product of (x) the annual Minimum Rental Rate identified below
for the applicable period identified therein, multiplied by (y) the Rentable
Square Feet then included within the Expansion Space, subject in each case,
however, to the provisions of Paragraph 2 of Exhibit B.

<TABLE>
<CAPTION>
Period                                                             Minimum Rental Rate
------                                                             -------------------
<S>                                                                <C>
First Expansion Date or Second Expansion                                  $16.00
Date, as applicable, through the expiration of
the thirtieth (30th) month of the Lease Term
</TABLE>

                                       -3-
<PAGE>

<TABLE>
<S>                                                                       <C>           <C>
The commencement of the thirty-first (31st) month of the Lease            $17.00
Term through the expiration of the fifty-fourth (54th) month of
the Lease Term

The commencement of the fifty-fifth (55th) month of the Lease             $18.00        Jan 2003 - Dec 2004
Term through the expiration of the seventh-eighth (78th) month
of the Lease Term

The commencement of the seventy-ninth (79th) month of the Lease           $19.00        Jan 2005 - Dec 2006
Term through the expiration of the one hundred second (102nd)
month of the Lease Term

The commencement of the one hundred third (103rd) month of the            $21.00        Jan 2007 - Dec 2008
Lease Term through the expiration of the one hundred
twenty-sixth (126th) month of the Lease Term
</TABLE>

      All such Minimum Rent shall be payable in accordance with the provisions
set forth in the Lease.

7.    Tenant's Proportionate Share.

      (a)   Effective as of the First Expansion Date, Tenant's Proportionate
Share shall become 2.911% (in lieu of the 2.605% share set forth in the Third
Amendment), as determined by dividing the number of Rentable Square Feet of the
Leased Premises (as expanded to include the First Expansion Space) by the Total
Building Area.

      (b)   Effective as of the Second Expansion Date, Tenant's Proportionate
Share shall become 3.735% (in lieu of the 2.911% share set forth in Section 7(a)
above), as determined by dividing the number of Rentable Square Feet of the
Leased Premises (as expanded to include the Second Expansion Space) by the Total
Building Area.

      (c)   Tenant's Proportionate Share of both Operating Costs and Total
Electricity Costs, as recalculated, shall be paid in accordance with the
provisions set forth in the Lease. The Base Year for the purpose of calculating
the Operating Costs shall remain calendar year 1998 and shall be applicable to
both the Expansion Space and the Existing Space.

8.    Right of First Notice.

                                       -4-
<PAGE>

      (a)   If during the Lease Term space on floor 20 of the Building (the
FIRST NOTICE SPACE) is available for lease and Landlord receives an expression
of interest in the First Notice Space from a prospective tenant, Landlord shall
deliver a notice to Tenant offering to lease the First Notice Space to Tenant
(subject to subparagraph (i) below). Landlord's notice must specify the First
Notice Rate (defined below). The term AVAILABLE FOR LEASE means that the First
Notice Space is not then subject to any existing rights of third parties,
including, without limitation, rights of first notice, expansion rights,
extension rights, options to lease, or other rights. Notwithstanding the
foregoing, if during the Lease Term Landlord receives an expression of interest
in all or a part of floor 20 that also includes an expression of interest in all
or a part of any other floor from a prospective tenant, then Landlord shall not
be obligated to offer the First Notice Space to Tenant, and Tenant may not
exercise its option to lease the First Notice Space in such case.

      (b)   Tenant may elect to lease the First Notice Space by delivering a
notice (the RESPONSE NOTICE) to Landlord within 5 days after the date of
Landlord's notice specifying that Tenant elects either (1) to lease all, but not
less than all, of the applicable First Notice Space offered or (2) to decline to
lease the applicable First Notice Space offered.

      (c)   If (1) Landlord does not receive the Response Notice within the
5-day period or (2) in the Response Notice Tenant does not elect to lease all of
the applicable First Notice Space offered, Tenant is deemed to waive its right
to lease the First Notice Space and Tenant has no further rights under this
Paragraph, but Tenant shall have a continuing right of first notice with respect
to the First Notice Space subsequently offered on terms materially different
from those contained in Landlord's notice or if Landlord does not enter into a
binding commitment with the prospective tenant within 120 days after delivery of
Landlord's notice to Tenant.

      (d)   If Tenant timely delivers a Response Notice electing to lease all of
the applicable First Notice Space offered, Tenant's lease of the applicable
First Notice Space commences on the earlier of the date that Tenant occupies
such First Notice Space or the date 60 days after Landlord's receipt of the
Response Notice and is on the same terms as the Lease except that the Rent and
other applicable terms for the First Notice Space adjust based on the First
Notice Rate. Landlord shall prepare and deliver to Tenant an amendment to the
Lease adding the First Notice Space to the Leased Premises upon the terms
specified in this Paragraph, Tenant shall execute, and deliver the amendment to
Landlord within 10 days after Tenant's receipt of the amendment, and Landlord
will deliver to Tenant a counterpart of the amendment executed by Landlord.

      (e)   Landlord is not obligated to offer the First Notice Space to Tenant,
and Tenant may not exercise its option to lease the First Notice Space, if at
the time Landlord would otherwise be obligated to give the Notice to Tenant,
Tenant is in default under the Lease.

      (f)   The term FIRST NOTICE RATE means the Market Rate, as defined in
Paragraph 60 of the Lease, as determined by Landlord in its sole discretion,
provided the Rent components of the First Notice Rate will not be less than the
Rent then being paid under the Lease.

                                       -5-
<PAGE>

      (g)   Tenant may not assign this option to lease the First Notice Space to
any assignee of the Lease, nor may any sublessee or assignee exercise this
option.

9.    Brokerage Commission.

      Landlord and Tenant hereby represent and warrant to each other that no
commission is due and payable to any broker or other leasing agent in connection
with this Amendment as a result of its own dealings with any such broker or
leasing agent, except Trinity Advisory Group, Inc. ("Broker"), and Landlord and
Tenant hereby agree to indemnify and hold each other harmless from and against
all loss, damage, cost and expense (including reasonable attorneys' fees)
suffered by the other party as a result of a breach of the foregoing
representation and warranty.

      Landlord has agreed to pay Broker a commission pursuant to a separate
agreement between Broker and Landlord.

10.   Acceptance of Expansion Space.

      Tenant's occupancy of the Expansion Space is conclusive evidence that
Tenant: (A) accepts the Expansion Space as suitable for the purposes for which
they are leased; (B) accepts the Expansion Space as being in a good and
satisfactory condition; and (C) waives any defects in the Expansion Space.

11.   Full Force and Effect.

      In the event any of the terms of the Lease conflict with the terms of this
Amendment, the terms of this Amendment shall control. The Lease remains in full
force and effect without any further amendments, alterations, or modifications
thereto, except as set forth herein, and Landlord and Tenant expressly ratify
and confirm the Lease as amended hereby. The Lease, as amended by this
Amendment, constitutes the entire agreement between the parties hereto and no
further modification of the Lease shall be binding unless evidenced by an
agreement in writing signed by Landlord and Tenant.

                      [END OF PAGE; SIGNATURE PAGE FOLLOWS]

                                       -6-
<PAGE>

            EXECUTED the day and year first above written.

                                   LANDLORD:

                                   F/P/D MASTER LEASE, INC.,
                                   a Texas corporation

                                   By: /s/ John B. Detwiler
                                       -----------------------------------
                                   Name:  John B. Detwiler
                                   Title: Asst. VP

                                   TENANT:

                                   SERVICE ASSET MANAGEMENT COMPANY,
                                   a North Carolina corporation

                                   By: /s/ Roger J. Engemoen, Jr.
                                       -----------------------------------
                                   Name:  Roger J. Engemoen, Jr.
                                   Title: President

                                       -7-
<PAGE>

                                   EXHIBIT A

                         FLOOR PLAN OF EXPANSION SPACE

                               [15TH FLOOR PLAN]

<PAGE>

                                    EXHIBIT B

               to Fourth Amendment to Office Lease by and between

                     F/P/D Master Lease, Inc., as Landlord.

                                       and

                   Service Asset Management Company, as Tenant

                           TENANT FINISH CONSTRUCTION

1.    PLANS AND SPECIFICATIONS: Tenant and Landlord have approved complete plans
      and specifications (the "Construction Documents") for the construction of
      the tenant finish in the Expansion Space. Tenant shall pay the cost of the
      Construction Documents, provided that the Work Allowance, defined below,
      may be applied to the cost of the Construction Documents.

      All work to be performed by Landlord pursuant to the Construction
      Documents is referred to as the "Tenant Finish Work". Landlord shall not
      be deemed to represent and warrant that the Construction Documents comply
      with Applicable Laws and Tenant, at its sole cost and expense, is
      responsible for the Construction Documents and Tenant's business
      operations at the Leased Premises complying with Access Laws.

2.    TENANT FINISH WORK. Landlord shall construct or cause to be constructed
      the Tenant Finish Work in substantial accordance with the Construction
      Documents, subject to the Building Service Fee and Administrative Fee
      specified below. Tenant shall pay the Actual Cost (defined below) of all
      Tenant Finish Work in excess of (i) with respect to the First Expansion
      Space $74,140.87 (the "First Expansion Space Work Allowance"), and (ii)
      with respect to the Second Expansion Space $178,937.14 (the "Second
      Expansion Space Work Allowance"; the First Expansion Space Work Allowance
      and Second Expansion Space Work Allowance, collectively, the "Work
      Allowance").

      Notwithstanding the foregoing, Tenant shall have the right (the "Increase
      Option") to elect (i) to increase the amount of the First Expansion Space
      Work Allowance by an amount not to exceed $12,759.13 by furnishing notice
      to Landlord on or prior to ten (10) Business Days after the final
      Construction Documents for the First Expansion Space have been approved
      (which notice must contain the amount of the increase desired by Tenant,
      not to exceed said $12,759.13 [the "First Expansion Space Increased
      Amount"]), and/or (ii) to increase the amount of the Second Expansion
      Space Work Allowance by an amount not to exceed $42,109.00 by furnishing
      notice to Landlord on or prior to ten (10) Business Days after the final
      Construction Documents for the Second Expansion Space have been approved
      (which

                                       B-1
<PAGE>

      notice must contain the amount of the increase desired by Tenant, not to
      exceed said $42,109,00 [the "Second Expansion Space Increased Amount"]).

      Notwithstanding anything to the contrary contained in the Lease or this
      Amendment, if Tenant timely elects the Increase Option as to the First
      Expansion Space (i) the Work Allowance as to the First Expansion Premises
      shall be increased by the First Expansion Space Increased Amount, and (ii)
      the Minimum Rental Rates applicable to the First Expansion Space as set
      forth in Section 6 of the Amendment to which this Exhibit B is attached
      shall be increased by an amount sufficient to fully amortize the First
      Expansion Space Increased Amount together with interest at the rate of ten
      percent (10%) per annum over the remainder of the first five (5) years of
      the Lease Term.

      Notwithstanding anything to the contrary contained in the Lease or this
      Amendment, if Tenant timely elects the Increase Option as to the Second
      Expansion Space (i) the Work Allowance as to the Second Expansion Premises
      shall be increased by the Second Expansion Space Increased Amount, and
      (ii) the Minimum Rental Rates applicable to the Second Expansion Space as
      set forth in Section 6 of the Amendment to which this Exhibit B is
      attached shall be increased by an amount sufficient to fully amortize the
      Second Expansion Space Increased Amount together with interest at the rate
      of ten percent (10%) per annum over the remainder of the first five (5)
      years of the Lease Term.

      If Tenant fails to timely exercise the Increase Option in accordance with
      the foregoing paragraphs, the Increase Option shall terminate and Tenant
      shall have forever waived its right to increase the Work Allowance as
      provided herein.

      The Work Allowance may be applied to the cost of preparing the
      Construction Documents, relocation, installation of cabling, and space
      planning. The contractor Landlord selects to perform the Tenant Finish
      Work shall be selected by Landlord from at least three (3) qualified
      contractors who bid for such Tenant Finish Work.

      The term "Actual Cost" means the cost of all labor and materials and all
      hard and soft costs, together with the Building Service Fee of 2.5% of all
      hard costs, incurred by Landlord in performing the Tenant Finish Work or
      the Additional Work (defined below), as applicable.

      If prior to commencement of the Tenant Finish Work Landlord determines,
      based on construction bids received by Landlord, that the Actual Cost of
      the Tenant Finish Work will exceed the Work Allowance, Tenant shall pay
      the excess to Landlord. Landlord is not obligated to commence the Tenant
      Finish Work until it receives the excess payment from Tenant.

      If during construction the Actual Cost of the Tenant Finish Work exceeds
      the Work Allowance and all amounts previously paid by Tenant to Landlord
      prior to the commencement of construction, Landlord shall submit interim
      statements covering any

                                       B-2
<PAGE>

      excess costs incurred by Landlord under this Paragraph 2 and Tenant shall
      pay the amount of the excess costs to Landlord.

3.    ADDITIONAL WORK. If Landlord performs, at Tenant's request and upon
      submission by Tenant and approval by Landlord of necessary plans and
      specifications (as approved, the "Additional Work Plans"), any work over
      and above the Tenant Finish Work ("Additional Work"), including any
      Additional Work approved by change order or work order, such Additional
      Work shall be at Tenant's sole cost and expense. Landlord is not obligated
      to perform any Additional Work until Tenant pays Landlord the Actual Cost
      of the Additional Work, as estimated by Landlord. If the Actual Cost of
      the Additional Work exceeds the estimated amount paid by Tenant, Tenant
      shall pay the excess to Landlord.

4.    INTENTIONALLY DELETED.

5.    EARLY ENTRY: Upon request by Tenant, Landlord shall permit Tenant and its
      contractors to enter the First Expansion Space prior to the First
      Expansion Date and the Second Expansion Space prior to the Second
      Expansion Date in order that Tenant may perform through its own
      contractor(s) (who must be approved by Landlord) installation of
      telecommunication cabling and other work and decorations Tenant wants in
      such portion of the Expansion Space while Landlord's contractors are
      working therein. This license is subject to the following conditions:

            1.    Tenant's contractor(s) must work in harmony and not interfere
                  with Landlord's contractors and subcontractors; and

            2.    Prior to commencement of the work by Tenant's contractor(s),
                  Tenant must deliver evidence to Landlord of compliance with
                  the requirements of Exhibit D of the Lease.

      Landlord may revoke this license upon 48 hours' notice to Tenant if the
      entry causes disharmony or interference with the Tenant Finish Work or any
      Additional Work.

      Landlord is not liable in any way for any injury, loss, or damage that
      occurs to any of Tenant's decorations or installations made during such
      early entry period, such entry being solely at Tenant's risk. Tenant shall
      indemnify, defend, and hold Landlord harmless from any claims, demands,
      actions, losses, and damages arising from activities of Tenant's
      contractors, workers, and mechanics.

6.    PROJECT ENGINEER: Tenant must use the fire alarm, mechanical, electrical,
      and plumbing engineer(s) of record for the Project in connection with any
      Tenant Finish Work or Additional Work affecting the Building's fire alarm,
      mechanical, electrical, or plumbing systems. Landlord shall designate from
      time to time (i) the mechanical, electrical and

                                       B-3
<PAGE>

      plumbing engineer of record for the Project, and (ii) the fire alarm
      contractor of record for the Project.

7.    PAYMENTS BY TENANT: All amounts payable by Tenant under this Exhibit B are
      payable to Landlord as additional Rent within 10 days after Tenant's
      receipt of Landlord's demand.

8.    STANDARD IMPROVEMENTS: TENANT IMPROVEMENTS: For purposes of allocating
      repair and obligations with respect to the Expansion Space, the Standard
      Improvements shall include, in addition to the Standard Improvements with
      respect to the Expansion Space, those improvements located in the
      Expansion Space as of the date of this Amendment (and all other
      improvements in and to the Expansion Space shall be deemed to be a part of
      the Tenant Improvements).

                                       B-4
<PAGE>

                         FIFTH AMENDMENT TO OFFICE LEASE

            THIS FIFTH AMENDMENT TO OFFICE LEASE (this "Amendment") is made and
entered into this 25th day of May, 2000 (the "Amendment Effective Date"), by and
between F/P/D MASTER LEASE, INC., a Texas corporation ("Landlord"), and SERVICE
ASSET MANAGEMENT COMPANY, a North Carolina corporation ("Tenant").

                                   WITNESSETH:

            WHEREAS, Landlord and Tenant entered into that certain Office Lease
(the "Original Lease") dated as of May 20, 1998, with respect to the lease of
approximately 31,478 Rentable Square Feet ("Leased Premises") in the building
commonly referred to as 1700 Pacific Avenue located in Dallas, Texas (the
"Building");

            WHEREAS, the Original Lease has been amended by that certain First
Amendment to Office Lease dated as of July 16, 1998, that certain Second
Amendment to Office Lease dated as of February 17, 1999, that certain Third
Amendment to Office Lease dated as of September 20, 1999, and that certain
Fourth Amendment to Office Lease dated as of November 30th, 1999 (the Original
Lease, as amended, the "Lease"); and

            WHEREAS, Landlord and Tenant mutually desire to amend the Lease to
expand the Leased Premises and to modify certain other provisions of the Lease
as set forth herein but not otherwise.

            NOW THEREFORE, for and in consideration of Ten Dollars and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged and confessed, Landlord and Tenant, intending to be and being
legally bound, do hereby agree as follows:

1.    Defined Terms.

      (a) The "Expansion Date" shall be the earliest to occur of (i) January 1,
2001, or (ii) the date Tenant occupies any part of the Expansion Space.

      (b) All other capitalized terms utilized herein and not defined herein
shall have the meanings ascribed thereto in the Lease.

2.    Expansion of Leased Premises.

      Commencing on the Expansion Date, the Leased Premises shall be expanded
from the existing 50,323 Rentable Square Feet (the "Existing Space") to include
an additional 12,620 Rentable Square Feet on Floor 20 of the Building (the
"Expansion Space") as shown on Exhibit A attached hereto and made a part hereof,
such that the total Rentable Square Feet contained within the

                                       -1-
<PAGE>

Leased Premises as of the Expansion Date shall be 62,943 Rentable Square Feet.
The Expansion Space shall be added to and become part of the Leased Premises for
all purposes of the Lease and, except as expressly set forth herein, shall be
subject to all of the provisions of the Lease as amended hereby, applicable to
the Leased Premises, including, without limitation, Tenant's obligation to pay
Rent.

3.    Term of Expansion Space.

      The term of the Lease for the Expansion Space (the "Expansion Term") shall
commence on the Expansion Date and shall terminate on December 31, 2008 (the
"Expiration Date"), which date is the same date the Lease shall terminate with
respect to the remainder of the Leased Premises (unless the Term of the Lease is
extended pursuant to Section 61 of the Lease, in which case the term for the
Expansion Space shall terminate on the last day of such renewal term).

4.    Parking.

      Commencing on the Expansion Date, Landlord shall provide to Tenant, and
Tenant shall accept and lease for the remainder of the Lease Term, as it may be
extended, ten (10) additional unreserved spaces in the Off-Site Garage (for a
total of fifty-two (52) unreserved spaces in the Off-Site Garage), and three (3)
additional unreserved spaces in the On-Site Garage (for a total of twelve (12)
spaces in the On-Site Garage), on the same terms and conditions as set forth in
Section 53 of the Lease. Such additional thirteen (13) spaces provided herein
shall not be considered Temporary Spaces.

5.    Tenant Improvements.

      (a) Landlord and Tenant each shall comply with the provisions of Exhibit B
attached hereto. Tenant agrees to cooperate with Landlord in Landlord's
construction of the Tenant Finish Work (as defined in said Exhibit B), and
Tenant shall not take any action which would impede or hinder Landlord's
construction of the Tenant Finish Work. Tenant hereby grants to Landlord access
to the Existing Space and the Expansion Space commencing on the date hereof, for
the purpose of the construction of the Tenant Finish Work and performing the
obligations of Landlord set forth in Exhibit B. Tenant acknowledges that (i) the
construction of the Tenant Finish Work may affect Tenant's business, (ii)
Landlord shall not be responsible for any effect such construction may have on
Tenant's business, and (iii) any such disturbance or effect in (i) or (ii) shall
not constitute a default by Landlord under the Lease as amended hereby.

      (b) THE EXPANSION SPACE SHALL BE FURNISHED TO TENANT ON THE EXPANSION DATE
IN AN AS-IS CONDITION AND LANDLORD SHALL NOT BE OBLIGATED TO MAKE ANY
IMPROVEMENTS THERETO EXCEPT AS MAY BE PROVIDED IN EXHIBIT B, NOR SHALL TENANT BE
ENTITLED TO ANY ALLOWANCE WITH RESPECT THERETO, EXCEPT AS MAY BE PROVIDED IN
EXHIBIT B. ADDITIONALLY, LANDLORD MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH

                                       -2-
<PAGE>

RESPECT TO THE LEASEHOLD IMPROVEMENTS IN THE EXISTING SPACE, THE EXPANSION SPACE
OR ANY PORTION THEREOF. ALL IMPLIED WARRANTIES WITH RESPECT THERETO, INCLUDING
BUT NOT LIMITED TO THOSE OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE, ARE EXPRESSLY NEGATED AND WAIVED.

6.    Minimum Rent for Expansion Space

      (a) Commencing on the Expansion Date and continuing through and until the
Expiration Date, Tenant's Minimum Rent for the Expansion Space shall be an
annual amount equal to the sum of the product of (x) the annual Minimum Rental
Rate identified below for the applicable period identified therein multiplied by
(y) the Rentable Square Feet of the Expansion Space.

<TABLE>
<CAPTION>
                Period                             Minimum Rental Rate
------------------------------------------  -------------------------------------
<S>                                         <C>
Expansion Date through the expiration       $         17.00 (Jan 2001 - Dec 2002)
of the twenty-fourth (24th) month of the
Expansion Term

The commencement of the twenty-fifth        $         18.00 (Jan 2003 - Dec 2004)
(25th) month of the Expansion Term through
 the expiration of the forty-eighth
(48th) month of the Expansion Term

The commencement of the forty-ninth         $         19.00 (Jan 2005 - Dec 2006)
(49th) month of the Expansion Term through
 the expiration of the seventy-second
(72nd) month of the Expansion Term

The commencement of the seventy-third       $         22.00 (Jan 2007 - Dec 2008)
(73rd) month of the Expansion Term                                       (73-126)
through the Expiration Date
</TABLE>

      All such Minimum Rent shall be payable in accordance with the provisions
set forth in the Lease; provided, however, the first installment of Minimum Rent
for the Expansion Space shall be due and payable upon the Amendment Effective
Date.

7.    Tenant's Proportionate Share.

      Effective as of the Expansion Date, Tenant's Proportionate Share shall be
4.696% (in lieu of the 3.735% share set forth in Section 1 of the Lease) and
determined by dividing the number of Rentable Square Feet of the Leased Premises
(as expanded) by the Total Building Area. Tenant's

                                       -3-
<PAGE>

Proportionate Share as recalculated shall be paid in accordance with the
provisions set forth in the Lease. The Base Year for the purpose of calculating
the Operating Costs shall remain calendar year 1998 and shall be applicable to
both the Expansion Space and the Existing Space.

8.    Right of First Notice.

      (a) If during the Lease Term space on floor 20 of the Building (the FIRST
NOTICE SPACE) is available for lease and Landlord receives an expression of
interest in the First Notice Space from a prospective tenant, Landlord shall
deliver a notice to Tenant offering to lease the First Notice Space to Tenant
(subject to subparagraph (i) below). Landlord's notice must specify the First
Notice Rate (defined below). The term AVAILABLE FOR LEASE means that the First
Notice Space is not then subject to any existing rights of third parties,
including, without limitation, rights of first notice, expansion rights,
extension rights, options to lease, or other rights. Notwithstanding the
foregoing, if during the Lease Term Landlord receives an expression of interest
in all or a part of floor 20 that also includes an expression of interest in all
or a part of any other floor from a prospective tenant, then Landlord shall not
be obligated to offer the First Notice Space to Tenant, and Tenant may not
exercise its option to lease the First Notice Space in such case.

      (b) Tenant may elect to lease the First Notice Space by delivering a
notice (the RESPONSE NOTICE) to Landlord within 5 days after the date of
Landlord's notice specifying that Tenant elects either (1) to lease all, but not
less than all, of the applicable First Notice Space offered or (2) to decline to
lease the applicable First Notice Space offered.

      (c) If (1) Landlord does not receive the Response Notice within the 5-day
period or (2) in the Response Notice Tenant does not elect to lease all of the
applicable First Notice Space offered, Tenant is deemed to waive its right to
lease the First Notice Space and Tenant has no further rights under this
Paragraph, but Tenant shall have a continuing right of first notice with respect
to the First Notice Space subsequently offered on terms materially different
from those contained in Landlord's notice or if Landlord does not enter into a
binding commitment with the prospective tenant within 120 days after delivery of
Landlord's notice to Tenant.

      (d) If Tenant timely delivers a Response Notice electing to lease all of
the applicable First Notice Space offered, Tenant's lease of the applicable
First Notice Space commences on the earlier of the date that Tenant occupies
such First Notice Space or the date 60 days after Landlord's receipt of the
Response Notice and is on the same terms as the Lease except that the Rent and
other applicable terms for the First Notice Space adjust based on the First
Notice Rate. Landlord shall prepare and deliver to Tenant an amendment to the
Lease adding the First Notice Space to the Leased Premises upon the terms
specified in this Paragraph, Tenant shall execute, and deliver the amendment to
Landlord within 10 days after Tenant's receipt of the amendment, and Landlord
will deliver to Tenant a counterpart of the amendment executed by Landlord.

                                       -4-
<PAGE>

      (e) Landlord is not obligated to offer the First Notice Space to Tenant,
and Tenant may not exercise its option to lease the First Notice Space, if at
the time Landlord would otherwise be obligated to give the Notice to Tenant,
Tenant is in default under the Lease.

      (f) The term FIRST NOTICE RATE means the Market Rate, as defined in
Paragraph 60 of the Lease, as determined by Landlord in its sole discretion,
provided the Rent components of the First Notice Rate will not be less than the
Rent then being paid under the Lease.

      (g) Tenant may not assign this option to lease the First Notice Space to
any assignee of the Lease, nor may any sublessee or assignee exercise this
option.

9.    Brokerage Commission.

      Landlord and Tenant hereby represent and warrant to each other that no
commission is due and payable to any broker or other leasing agent in connection
with this Amendment as a result of its own dealings with any such broker or
leasing agent, except Trinity Advisory Group, Inc. ("Broker"), and Landlord and
Tenant hereby agree to indemnify and hold each other harmless from and against
all loss, damage, cost and expense (including reasonable attorneys' fees)
suffered by the other party as a result of a breach of the foregoing
representation and warranty.

10.   Acceptance of Expansion Space.

      Tenant's occupancy of the Expansion Space is conclusive evidence that
Tenant: (A) accepts the Expansion Space as suitable for the purposes for which
they are leased; (B) accepts the Expansion Space as being in a good and
satisfactory condition; and (C) waives any defects in the Expansion Space.

11.   Full Force and Effect.

      In the event any of the terms of the Lease conflict with the terms of this
Amendment, the terms of this Amendment shall control. The Lease remains in full
force and effect without any further amendments, alterations, or modifications
thereto except as set forth herein, and Landlord and Tenant expressly ratify and
confirm the Lease as amended hereby. The Lease, as amended by this Amendment,
constitutes the entire agreement between the parties hereto and no further
modification of the Lease shall be binding unless evidenced by an agreement in
writing signed by Landlord and Tenant.

                                       -5-
<PAGE>

EXECUTED the day and year first above written.

                                  LANDLORD:

                                  F/P/D MASTER LEASE, INC.,
                                  a Texas corporation

                                  By: /s/ John B. Detwiler
                                      ------------------------------------------
                                  Name: John B. Detwiler
                                  Title: Asst. VP.

                                  TENANT:

                                  SERVICE ASSET MANAGEMENT COMPANY,
                                  a North Carolina corporation

                                  By: /s/ Roger J. Engemoen, Jr.
                                      ------------------------------------------
                                  Name: Roger J. Engemoen, Jr.
                                  Title: President

                                       -6-

<PAGE>

                                    EXHIBIT A

                          FLOOR PLAN OF EXPANSION SPACE

                                       A-1

<PAGE>

                                    EXHIBIT B

                to Fifth Amendment to Office Lease by and between

                     F/P/D Master Lease, Inc., as Landlord,

                                       and

                   Service Asset Management Company, as Tenant

                           TENANT FINISH CONSTRUCTION

1.    PLANS AND SPECIFICATIONS: Tenant and Landlord have approved complete plans
      and specifications (the "Construction Documents") for the construction of
      the tenant finish in the Expansion Space. Tenant shall pay the cost of the
      Construction Documents, provided that the Work Allowance, defined below,
      may be applied to the cost of the Construction Documents.

      All work to be performed by Landlord pursuant to the Construction
      Documents is referred to as the "Tenant Finish Work". Landlord shall not
      be deemed to represent and warrant that the Construction Documents comply
      with Applicable Laws and Tenant, at its sole cost and expense, is
      responsible for the Construction Documents and Tenant's business
      operations at the Leased Premises complying with Access Laws.

2.    TENANT FINISH WORK. Landlord shall construct or cause to be constructed
      the Tenant Finish Work in substantial accordance with the Construction
      Documents, subject to the Building Service Fee and Administrative Fee
      specified below. Tenant shall pay the Actual Cost (defined below) of all
      Tenant Finish Work in excess of $192,328.80 (the "Work Allowance"). The
      Work Allowance may be applied to the cost of preparing the Construction
      Documents, relocation, installation of cabling, and space planning. The
      contractor Landlord selects to perform the Tenant Finish Work shall be
      selected by Landlord from at least three (3) qualified contractors who bid
      for such Tenant Finish Work. If the Actual Cost exceeds the Work
      Allowance, then Landlord agrees to pay up to $4.76 per rentable square
      foot contained in the Leased Premises, which additional sums shall be
      repaid by Tenant to Landlord by Minimum Rent being increased by an amount
      sufficient to fully amortize and pay such additional allowance together
      with interest at the rate of 10% per annum over the first 5 years of the
      Expansion Term.

      The term "Actual Cost" means the cost of all labor and materials and all
      hard and soft costs, together with the Building Service Fee of 2.5% of all
      hard costs, incurred by Landlord in performing the Tenant Finish Work or
      the Additional Work (defined below), as applicable.

                                       B-1
<PAGE>

      If prior to commencement of the Tenant Finish Work Landlord determines,
      based on construction bids received by Landlord, that the Actual Cost of
      the Tenant Finish Work will exceed the Work Allowance, Tenant shall pay
      the excess to Landlord. Landlord is not obligated to commence the Tenant
      Finish Work until it receives the excess payment from Tenant.

      If during construction the Actual Cost of the Tenant Finish Work exceeds
      the Work Allowance and all amounts previously paid by Tenant to Landlord
      prior to the commencement of construction, Landlord shall submit interim
      statements covering any excess costs incurred by Landlord under this
      Paragraph and Tenant shall pay the amount of the excess costs to Landlord.

3.    ADDITIONAL WORK. If Landlord performs, at Tenant's request and upon
      submission by Tenant and approval by Landlord of necessary plans and
      specifications (as approved, the "Additional Work Plans"), any work over
      and above the Tenant Finish Work ("Additional Work"), including any
      Additional Work approved by change order or work order, such Additional
      Work shall be at Tenant's sole cost and expense. Landlord is not obligated
      to perform any Additional Work until Tenant pays Landlord the Actual Cost
      of the Additional Work, as estimated by Landlord. If the Actual Cost of
      the Additional Work exceeds the estimated amount paid by Tenant, Tenant
      shall pay the excess to Landlord.

4.    INTENTIONALLY DELETED:

5.    EARLY ENTRY: Upon request by Tenant, Landlord shall permit Tenant and its
      contractors to enter the Expansion Space prior to the Expansion Date, in
      order that Tenant may perform through its own contractor(s) (who must be
      approved by Landlord) installation of telecommunication cabling and other
      work and decorations Tenant wants in the Expansion Space while Landlord's
      contractors are working therein. This license is subject to the following
      conditions:

      a.    Tenant's contractor(s) must work in harmony and not interfere with
            Landlord's contractors and subcontractors; and

      b.    Prior to commencement of the work by Tenant's contractor(s). Tenant
            must deliver evidence to Landlord of compliance with the
            requirements of Exhibit D of the Lease.

      Landlord may revoke this license upon 48 hours' notice to Tenant if the
      entry causes disharmony or interference with the Tenant Finish Work or any
      Additional Work.

      Landlord is not liable in any way for any injury, loss, or damage that
      occurs to any of Tenant's decorations or installations made during such
      early entry period, such entry being solely at Tenant's risk. Tenant shall
      indemnify, defend, and hold Landlord harmless from any

                                       B-2
<PAGE>

      claims, demands, actions, losses, and damages arising from activities of
      Tenant's contractors, workers, and mechanics.

6.    PROJECT ENGINEER: Tenant must use the fire alarm, mechanical, electrical,
      and plumbing engineer(s) of record for the Project in connection with any
      Tenant Finish Work or Additional Work affecting the Building's fire alarm,
      mechanical, electrical, or plumbing systems. Landlord shall designate from
      time to time (i) the mechanical, electrical and plumbing engineer of
      record for the Project, and (ii) the fire alarm contractor of record for
      the Project.

7.    PAYMENTS BY TENANT: All amounts payable by Tenant under this Exhibit B are
      payable to Landlord as additional Rent within 10 days after Tenant's
      receipt of Landlord's demand.

8.    STANDARD IMPROVEMENTS: TENANT IMPROVEMENTS: For purposes of allocating
      repair and obligations with respect to the Expansion Space, the Standard
      Improvements shall include, in addition to the Standard Improvements with
      respect to the Expansion Space, those improvements located in the
      Expansion Space as of the date of this Amendment (and all other
      improvements in and to the Expansion Space shall be deemed to be a part of
      the Tenant Improvements).

                                       B-3
<PAGE>

                               [20TH FLOOR PLAN]
<PAGE>

[COUSINS STONE LOGO]

August 7, 2000

Roger J. Engemoen, Jr.                       Via Regular Mail and Certified Mail
Service Asset Management Company             Return Receipt No. Z 165 453 203
6907 Capital of Texas Highway, Suite 230
Austin, Texas 78731

Re:   Office Lease Agreement (1700 PACIFIC) dated May 20, 1998 (the "Lease") by
      and between Service Asset Management Company, as Tenant and F/P/D Master
      Lease, Inc., as Landlord, and amended on July 16, 1998 (1st amendment),
      February 17, 1999 (2nd amendment), September 20, 1999 (3rd amendment) and
      November 30, 1999 (4th amendment).

Dear Mr. Engemoen:

Reference is made to the above Lease and Section 3 thereof. This letter will
confirm the commencement date of the Second Expansion Space as described in the
Fourth Amendment.

The Fourth Amendment dated November 30, 1999 states that Tenant's rent commences
on the Second Expansion Date and continues through the Expiration Date (December
31, 2008). The Second Expansion Date is defined as the earliest to occur of July
1, 2000, or the date Tenant occupies any part of the Second Expansion Space. As
of July 1, tenant had not taken occupancy of the space and as of this date has
not taken occupancy, therefore the Commencement date is July 1, 2000.

If this confirmation of the Lease terms meets your approval, please signify in
the space provided and return three copies of this letter to my attention at the
address below. Keep one copy for your files.

Please call me should you have any questions or if I can be of service.

Sincerely,

By: F/P/D MASTER LEASE, INC.
    By: Cousins Stone, Manager

        By: /s/ Gary Lindenberger
            ------------------------------------
            Gary Lindenberger, Property Manager

Approved:

      SERVICE ASSET MANAGEMENT COMPANY, A North Carolina corporation

      By: /s/ Roger J. Engemoen, Jr.
          --------------------------------------
      Name: Roger J. Engemoen, Jr., President

c:    100.201

      1700 Pacific Avenue - Suite 4500 - Dallas Texas 75201 - 214/855-3700
                               - FAX 214/855-3725

<PAGE>

[COUSINS STONE LOGO]                  [STAMP]

January 26, 2000

Roger J. Engemoen, Jr.                       Via Regular Mail and Certified Mail
Service Asset Management Company             Return Receipt No. Z 187 122 224
6907 Capital of Texas Highway, Suite 230
Austin, Texas 78731

Re:   Office Lease Agreement (1700 PACIFIC) dated May 20, 1998 (the "Lease") by
      and between Service Asset Management Company, as Tenant and F/P/D Master
      Lease, Inc., as Landlord, and amended on July 16, 1998 (1st amendment),
      February 17, 1999 (2nd amendment), September 20, 1999 (3rd amendment) and
      November 30, 1999 (4th amendment).

Dear Mr. Engemoen:

Reference is made to the above Lease and Section 3 thereof. This letter will
confirm the commencement date of the First Expansion Space as described in the
Fourth Amendment.

The Fourth Amendment dated November 30, 1999 states that Tenant's rent commences
on the First Expansion Date and continues through the Expiration Date (December
31, 2008). The First Expansion Date is defined as the earliest to occur of
January 15, 2000, or the date Tenant occupies any part of the First Expansion
Space. Therefore, the term of the First Expansion Space will be January 15, 2000
through December 31, 2008.

If this confirmation of the Lease terms meets your approval, please signify in
the space provided and return three copies of this letter to my attention at the
address below. Keep one copy for your files.

Please call me should you have any questions or if I can be of service.

Sincerely,

By: F/P/D MASTER LEASE, INC.
    By: Faison-Stone, Inc., Manager

        By: /s/ Gary Lindenberger
            ------------------------------------
            Gary Lindenberger, Property Manager

Approved:

      SERVICE ASSET MANAGEMENT COMPANY, A North Carolina corporation

      By: /s/ Roger J. Engemoen, Jr.
          --------------------------------------
      Name: Roger J. Engemoen, Jr., President

C:    100.201

      1700 Pacific Avenue - Suite 4500 - Dallas Texas 75201 - 214/855-3700
                               - FAX 214/855-3725

<PAGE>

[COUSINS STONE LOGO]

January 26, 2000

Roger J. Engemoen, Jr.                       Via Regular Mail and Certified Mail
Service Asset Management Company             Return Receipt No. Z 187 122 224
6907 Capital of Texas Highway, Suite 230
Austin, Texas 78731

Re:   Office Lease Agreement (1700 PACIFIC) dated May 20, 1998 (the "Lease") by
      and between Service Asset Management Company, as Tenant and F/P/D Master
      Lease, Inc., as Landlord, and amended on July 16, 1998 (1st amendment),
      February 17, 1999 (2nd amendment), September 20, 1999 (3rd amendment) and
      November 30, 1999 (4th amendment).

Dear Mr. Engemoen:

Reference is made to the above Lease and Section 3 thereof. This letter will
confirm the commencement date of the First Expansion Space as described in the
Fourth Amendment.

The Fourth Amendment dated November 30, 1999 states that Tenant's rent commences
on the First Expansion Date and continues through the Expiration Date (December
31, 2008). The First Expansion Date is defined as the earliest to occur of
January 15, 2000, or the date Tenant occupies any part of the First Expansion
Space. Therefore, the term of the First Expansion Space will be January 15, 2000
through December 31, 2008.

If this confirmation of the Lease terms meets your approval, please signify in
the space provided and return three copies of this letter to my attention at the
address below. Keep one copy for your files.

                  have any questions or if I can be of service.

Z 187 122 224

NDER: COMPLETE THIS SECTION

Complete items 1, [ILLEGIBLE] Also complete item 4 if Restricted [ILLEGIBLE] is
desired, print your name and address on the reverse so that we can return the
card to you. Attach this card to the back of the mailpiece, or on the front if
space permits.

Article Addressed to:

Roger J. Engemoen, Jr. Service Asset Management
907 Capital of Texas Highway Suite 230
Austin, TX 78731
Z 187 122 224

COMPLETE THIS SECTION ON DELIVERY

A. Received by (Please [ILLEGIBLE])            B. Date of Delivery [ILLEGIBLE]

C. Signature                                             [ ] Agent

[X] /s/ [ILLEGIBLE]                                      [ ] Addressee

D. Is delivery address different from item [ILLEGIBLE]   [ ] Yes
   If, YES, enter delivery address below                 [ ] No

                                                         [ILLEGIBLE] Carolina
                                                           Corporation

3. Service Type
   [X] Certified Mail          [ ] Express Mail
   [ ] Registered              [ ] Return Receipt for Merchandise
   [ ] Insured Mall            [ ] C.O.D

4. Restricted Delivery? (Extra Fee)             [ ] Yes

Article Number (Copy from service label)

Form 3811, July 1999 Domestic Return Receipt 102595-99-M-17899 [ILLEGIBLE]

<PAGE>

[ILLEGIBLE] Master Lease Inc.     INVOICE       [ILLEGIBLE]
700 Pacific Ave. Suite 4500                     Service Asset Management Co.
                                                1700  [ILLEGIBLE] Avenue
Dallas, Texas 75201                             Suit [ILLEGIBLE]
                                                Dallas, Texas 75201

<TABLE>
<CAPTION>
 DATE            DESCRIPTION            AMOUNT DUE     BALANCE
-------  ----------------------------   ----------   ----------
<S>      <C>                            <C>          <C>
1/15/00  Base Rent Office - 1st Expan    3,176.99      3,176.99

                                                     ----------
Total Invoice Amount:                                $ 3,176.99
                                                     ----------
</TABLE>

Comment:

RE Unit:

                                Invoice Date: 1/26/00
Service Asset Management Co.
1700 Pacific Avenue             Invoice Amount: $3,176.99
Suite 1400
Dallas, Texas 75201             Invoice Number: 300514

                       Keep this portion for your records

                     Return this portion with your payment.

F/P/D Master Lease Inc.
1700 Pacific Ave. Suite 4500

Dallas, Texas 75201                             Unit Reference#: 1700-1400-CU
                                                Statement Date: 1/26/00
                                                Invoice#: 3005 K
                                                Invoice Amount: 3,176.99

Bill to:                                 Send Remittance to:
Service Asset Management Co.             F/P/D MASTER LEASE, INC.
Gayla Perkins                            P.O. BOX 972089
1700 Pacific Ave. Suite 1400             DALLAS, TX 75397-2039
Dallas, TX 75201

<PAGE>

                         SIXTH AMENDMENT TO OFFICE LEASE

            THIS SIXTH AMENDMENT TO OFFICE LEASE (this "Amendment") is made and
entered into this 9th day of January 2001 (the "Amendment Effective Date"), by
and between F/P/D MASTER LEASE, INC., a Texas corporation ("Landlord"), and
SERVICE ASSET MANAGEMENT COMPANY, a North Carolina corporation ("Tenant").

                                  WITNESSETH:

            WHEREAS, Landlord and Tenant entered into that certain Office Lease
(the "Original Lease") dated as of May 20, 1998, with respect to the lease of
approximately 31,478 Rentable Square Feet ("Leased Premises") in the building
commonly referred to as 1700 Pacific Avenue located in Dallas, Texas (the
"Building");

            WHEREAS, the Original Lease has been amended by that certain First
Amendment to Office Lease dated as of July 16,1998, that certain Second
Amendment to Office Lease dated as of February 17, 1999, that certain Third
Amendment to Office Lease dated as of September 20, 1999, that certain Fourth
Amendment to Office Lease dated as of November 30, 1999, and that certain Fifth
Amendment to Office Lease dated as of May 25,2000 (the "Fifth Amendment") (the
Original Lease, as amended, the "Lease"); and

            WHEREAS, Landlord and Tenant mutually desire to amend the Lease to
expand the Leased Premises and to modify certain other provisions of the Lease
as set forth herein but not otherwise.

            NOW THEREFORE, for and in consideration of Ten Dollars and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged and confessed, Landlord and Tenant, intending to be and being
legally bound, do hereby agree as follows:

1.    Defined Terms.

      All capitalized terms utilized herein and not defined herein shall have
the meanings ascribed thereto in the Lease.

2.    Expansion of Leased Premises.

      Effective as of the Amendment Effective Date, Paragraph 2 of the Fifth
Amendment is hereby deleted in its entirety and the following is substituted
therefor:

            "Commencing on the Expansion Date, the Leased Premises shall be
            expanded from the existing 50,323 Rentable Square Feet (the
            "Existing Space") to include an additional 18,201 Rentable Square
            Feet on Floor 20 of the

                                      -1-
<PAGE>

            Building (the "Expansion Space") as shown on Exhibit A attached
            hereto and made a part hereof, such that the total Rentable Square
            Feet contained within the Leased Premises as of the Expansion Date
            shall be 68,524 Rentable Square Feet. The Expansion Space shall be
            added to and become part of the Leased Premises for all purposes of
            the Lease and, except as expressly set forth herein, shall be
            subject to all of the provisions of the Lease as amended hereby,
            applicable to the Leased Premises, including, without limitation,
            Tenant's obligation to pay Rent."

3.    Parking.

      Effective as of the Amendment Effective Date, Paragraph 4 of the Fifth
Amendment is hereby deleted in its entirety and the following is substituted
therefor:

            "Commencing on the Expansion Date, Landlord shall provide to Tenant,
            and Tenant shall accept and lease for the remainder of the Lease
            Term, as it may be extended, fifteen (15) additional unreserved
            spaces in the Off-Site Garage (for a total of fifty-seven (57)
            unreserved spaces in the Off-Site Garage), and three (3) additional
            unreserved spaces in the On-Site Garage (for a total of twelve (12)
            spaces in the On-Site Garage), on the same terms and conditions as
            set forth in Section 53 of the Lease. Such additional eighteen (18)
            spaces provided herein shall not be considered Temporary Spaces."

4.    Tenant's Proportionate Share.

      Effective as of the Amendment Effective Date, Paragraph 7 of the Fifth
Amendment is hereby deleted in its entirety and the following is substituted
therefor:

            "Effective as of the Expansion Date, Tenant's Proportionate Share
            shall be 5.112% (in lieu of the 3.735% share set forth in Section 1
            of the Lease) and determined by dividing the number of Rentable
            Square Feet of the Leased Premises (as expanded) by the Total
            Building Area. Tenant's Proportionate Share as recalculated shall be
            paid in accordance with the provisions set forth in the Lease. The
            Base Year for the purpose of calculating the Operating Costs shall
            remain calendar year 1998 and shall be applicable to both the
            Expansion Space and the Existing Space."

                                      -2-
<PAGE>

5.    Tenant Finish Construction.

B. Effective as of the Amendment Effective Date, Paragraph 1 of Section 2 of
Exhibit B of the Fifth Amendment is hereby deleted in its entirety and the
following is substituted therefor:

            "TENANT FINISH WORK. Landlord shall undertake and complete, or cause
            to be undertaken and completed, (i) the Tenant Finish Work, in
            substantial accordance with the Construction Documents, and (ii) all
            improvements, retrofitting, upgrades, repairs and/or other
            construction and work as may be necessary, in the sole but
            reasonable discretion of Landlord, to cause all common areas
            (including, without limitation, all corridors, common area rest room
            and storage facilities, and portions of the elevator lobby) located
            on Floor 20 of the Building to contain (and match the quality and
            nature of) the standard improvements, finish, fixtures and
            furnishings found in the common areas of the other floors of the
            Building containing leased space as of the Amendment Effective Date
            (the "Common Area Improvements"), subject to the Building Service
            Fee specified below. Landlord shall be responsible for the cost of
            the Common Area Improvements. Tenant shall pay the Actual Cost
            (defined below) of all Tenant Finish Work in excess of $277,383.24
            (the "Work Allowance"). The Work Allowance may be applied to the
            cost of preparing the Construction Documents, relocation,
            installation of cabling, and space planning. The contractor Landlord
            selects to perform the Tenant Finish Work shall be selected by
            Landlord from at least three (3) qualified contractors who bid for
            such work. If the Actual Cost exceeds the Work Allowance, then
            Landlord agrees to pay up to $4.76 per rentable square foot
            contained in the Leased Premises, which additional sums shall be
            repaid by Tenant to Landlord by Minimum Rent being increased by an
            amount sufficient to fully amortize and pay such additional
            allowance together with interest at the rate of 10% per annum over
            the first 5 years of the Expansion Term."

6.    Brokerage Commission.

      Landlord and Tenant hereby represent and warrant to each other that no
commission is due and payable to any broker or other leasing agent in connection
with this Amendment as a result of its own dealings with any such broker or
leasing agent, except Trinity Advisory Group, Inc. ("Broker"), and Landlord and
Tenant hereby agree to indemnify and hold each other harmless from and against
all loss, damage, cost and expense (including reasonable attorneys' fees)
suffered by the other party as a result of a breach of the foregoing
representation and warranty.

                                      -3-
<PAGE>

7.    Full Force and Effect.

      In the event any of the terms of the Lease conflict with the terms of this
Amendment, the terms of this Amendment shall control. The Lease remains in full
force and effect without any further amendments, alterations, or modifications
thereto except as set forth herein, and Landlord and Tenant expressly ratify and
confirm the Lease as amended hereby. The Lease, as amended by this Amendment,
constitutes the entire agreement between the parties hereto and no further
modification of the Lease shall be binding unless evidenced by an agreement in
writing signed by Landlord and Tenant.

            EXECUTED the day and year first above written.

                                     LANDLORD:

                                     F/P/D MASTER LEASE, INC.,
                                     a Texas corporation

                                     By: /s/ John B. Detwiler
                                         ----------------------------------
                                     Name: John B. Detwiler
                                     Title: Ass't VP

                                     TENANT:

                                     SERVICE ASSET MANAGEMENT COMPANY,
                                     a North Carolina corporation

                                     By: /s/ Roger J. Engemoen, Jr.
                                         ----------------------------------
                                     Name: Roger J. Engemoen, Jr.
                                     Title: Chairman

                                      -4-
<PAGE>

                                    EXHIBIT A

                         FLOOR PLAN OF EXPANSION SPACE

                               [20TH FLOOR PLAN]

                                      A-1