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STANDARD LEASE AGREEMENT                                      13,430 square feet
Trammell Crow Company
Dallas Industrial 85-Mod NE                                        Markison Road

                                                               Dallas, TX  75238

                                                                Code:  214211-24


                                 Lease Agreement

     THIS LEASE  AGREEMENT,  made and entered into by and between  CROW-MARKISON
22-27,  LIMITED  PARTNERSHIP   hereinafter  referred  as  "Landlord",   and  WEB
TECHNOLOGY, INC. hereinafter referred to as "Tenant";

                              W I T N E S S E T H:

     1. PREMISES AND TERM. In  consideration  of the obligation of Tenant to pay
rent as herein provided, and in consideration of the other terms, provisions and
covenants  hereof,  Landlord  hereby  demises  and leases to Tenant,  and Tenant
hereby  takes  from  Landlord  certain  premises  situated  within the County of
Dallas,  State of Texas,  more  particularly  described  on EXHIBIT "A" attached
hereto  and  incorporated  herein  by  reference,   together  with  all  rights,
privileges,  easements,  appurtenances, and amenities belonging to or in any way
pertaining to the premises. If the premises consist of the entire leaseable area
of the  building  shown on EXHIBIT "A",  then the  premises  include such entire
building  with all land and  improvements  shown on  EXHIBIT  "A"  (such  entire
building, land and improvements being called the "Project").

     TO HAVE AND TO HOLD the same  for a term  commencing  on the  "commencement
date" as  hereinafter  defined,  and  ending  60  months  thereafter,  provided,
however,  that,  in the event the  "commencement  date" is a date other than the
first day of a calendar month,  said term shall extend for said number of months
in addition to the remainder of the calendar month  following the  "commencement
date".

     A. The  "commencement  date" shall be  ___________________________________.
Tenant  acknowledges  that  it has  inspected  and  accepts  the  premises,  and
specifically  the  buildings  and  improvements  comprising  the same,  in their
present condition as suitable for the purpose for which the premises are leased.
Taking of possession by Tenant shall be deemed  conclusively  to establish  that
said buildings and other improvements are in good and satisfactory  condition as
of  when   possession   was  taken.   Tenant   further   acknowledges   that  no
representations as to the repair of the premises, nor promises to alter, remodel
or improve the premises  have been made by Landlord,  unless such are  expressly
set forth in this lease.  If this lease is executed  before the premises  become
vacant or otherwise available and ready for occupancy,  or if any present tenant
or occupant of the premises holds over, and Landlord  cannot acquire  possession
of the premises prior to said "commencement  date," Landlord shall not be deemed
to be in  default  hereunder,  and  Tenant  agrees to accept  possession  of the
premises at such time as  Landlord is able to tender the same,  which date shall
thenceforth  be deemed the  "commencement  date";  and  Landlord  hereby  waives
payment of rent  covering any period prior to the  tendering  of  possession  to
Tenant hereunder. After the commencement date Tenant shall, upon demand, execute
and deliver to Landlord a letter of acceptance of delivery of the premises.


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     [Paragraph A Intentionally Deleted]

     B. In the event this lease  pertains to a building to be  constructed,  the
provisions  of this  subparagraph  B shall  apply in lieu of the  provisions  of
subparagraph  A above and the  "commencement  date" shall be the date upon which
the buildings and other improvements erected and to be erected upon the premises
shall  have  been  substantially  completed  in  accordance  with  the  plan and
specifications  described on Exhibit "B" attached hereto and incorporated herein
by  reference.  Delays  of any  nature  whatsoever  attributable  to the acts or
omissions of Tenant or its employees, agents or contractors,  shall not be cause
for delay of the commencement  date.  Landlord shall notify Tenant in writing as
soon as Landlord deems said buildings and other improvements to be completed and
ready for  occupancy as  aforesaid.  In the event that said  buildings and other
improvements have not in fact been substantially completed as aforesaid,  Tenant
shall  notify  Landlord  in writing  of its  objections.  Landlord  shall have a
reasonable  time after delivery of such notice in which to take such  corrective
action as may be  necessary,  and shall  notify  Tenant in writing as soon as it
deems such corrective action has been completed so that said buildings and other
improvements  are  completed  and ready for  occupancy.  Taking of possession by
Tenant shall be deemed  conclusively  to establish that said buildings and other
improvements have been completed in accordance with the plans and specifications
and  that  the  premises  are in good  and  satisfactory  condition,  as of when
possession was so taken.  Tenant  acknowledges that no representations as to the
repair of the premises have been made by Landlord, unless such are expressly set
forth in this lease. After such  "commencement  date" Tenant shall, upon demand,
execute  and  deliver to  Landlord a letter of  acceptance  of  delivery  of the
premises.  In the event of any  dispute  as to  substantial  completion  or work
performed or required to be performed by Landlord, the certificate of Landlord's
architect or general contractor shall be conclusive,

     2. BASE RENT AND SECURITY DEPOSIT.

     A. Tenant  agrees to pay to  Landlord  rent for the  premises,  in advance,
without demand,  deduction or set off, for the entire term hereof at the rate of
See  Special  Provision  22a  Dollars  ($  *?  ) per  month.  One  such  monthly
installment  plus other monthly charges as set forth in paragraph 2C below shall
be due and payable on the date hereof and a like  monthly  installment  shall be
due and payable on or before the first day of each calendar month succeeding the
commencement  date recited above during the hereby demised term, except that the
rental payment for any fractional  calendar month at the  commencement or end of
the lease period shall be prorated.

     B. In addition  Tenant  agrees to deposit with  Landlord on the date hereof
the sum of Seven Thousand Five and 98/100 Dollars  ($7,005.98),  which sum shall
be held by  Landlord,  without  obligation  for  interest,  as security  for the
performance of Tenant's  covenants and  obligations  under this lease,  it being
expressly  understood  and agreed  that such  deposit  is not an advance  rental
deposit or a measure of Landlord's damages in case of Tenant's default. Upon the
occurrence  of any event of default by Tenant,  Landlord may, from time to time,
without  prejudice to any other remedy  provided  herein or provided by law, use
such fund to the  extent  necessary  to make good any  arrears  of rent or other
payments  due  Landlord  hereunder,  and any other  damage,  injury,  expense or
liability  caused by such event of default;  and Tenant shall pay to Landlord on
demand the amount so applied  in order to restore  the  security  deposit to its
original  amount.  Although the security deposit shall be deemed the property of
Landlord, any remaining balance of such deposit shall be returned by Landlord to
Tenant  at such  time  after  termination  of this  lease  that all of  Tenant's
obligations  under this lease have been  fulfilled.  If, during the term of this
Lease,  Landlord,  in Landlord's sole opinion,  judgment and  discretion,  deems
itself insecure as to the performance or prospect of performance by Tenant as to
any of Tenant's  obligations pursuant to this Lease, Tenant shall be required to
provide  Landlord with an  additional  security  deposit,  in an amount and form
acceptable to Landlord. [Last sentence intentionally deleted.]

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     C. Tenant  agrees to pay its  proportionate  share of (i) Taxes  payable by
Landlord  pursuant to Paragraph 3(A) below,  (ii) common  utilities  pursuant to
Paragraph 8 below,  and (iii)  Landlord's  costs of carrying  fire and  extended
coverage insurance on the Project improvements pursuant to Paragraph 9(A) below.
During each month of the term of this lease,  Tenant shall make a monthly escrow
deposit  with  Landlord,  equal to 1/12 of its  proportionate  share of all such
items which will be due and payable for that particular year.  Tenant authorizes
Landlord to use the funds  deposited  with Landlord under this Paragraph 2(C) to
pay such costs.  The initial  monthly  escrow  payments are based upon  Tenant's
proportionate  share of the estimated amounts for the year in question,  and the
monthly  escrow  payments are subject to increase or decrease as  determined  by
Landlord  to  reflect  an  accurate   monthly   escrow  of  Tenant's   estimated
proportionate  share of all such  items.  The escrow  payment  account of Tenant
shall be reconciled  annually.  If the Tenant's  total escrow  payments are less
than Tenant's actual  proportionate share of all such items, Tenant shall pay to
Landlord upon demand the difference;  if the total escrow payments of Tenant are
more than Tenant's actual proportionate share of all such items,  Landlord shall
retain  such  excess and credit it to  Tenant's  next  accruing  escrow  account
payments.  Tenant's  "proportionate share" shall be a fraction, the numerator of
which  shall be the  number  of  leaseable  square  feet of  floor  space in the
premises  and the  denominator  of which shall be the number of leasable  square
feet of the entire  building.  The amount of the initial monthly escrow payments
are as follows:

(1)  Base Rent as set forth in Paragraph 2(A)..........................    $*
(2)  Initial Tax Escrow Payment........................................  $559.58
(3)  Initial Insurance Escrow Payment..................................   $11.19
(4)  Initial Utility charge, Electric: $44.77, Water: $22.38...........   $67.15
(5)  Other, Landscaping: $201.45, Maintenance: $11.19..................  $212.64
(6)  Administrative fee of 10% of items (2) through (5)................  $n/a
                  Monthly Payment Total................................    $*

     3. TAXES.

     A.  Landlord  agrees  to pay  before  they  become  delinquent  all  taxes,
assessments and governmental charges of any kind and nature whatsoever including
without   limitation   assessments  due  to  deed   restrictions   and/or  owner
associations  (collectively  referred to herein as "Taxes") which accrue against
the Project or any part thereof.

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     B. If at any time  during the term of this  lease,  the  present  method of
taxation shall be changed so that in lieu of the whole or any part of any taxes,
assessments or governmental  charges levied,  assessed or imposed on real estate
and the  improvements  thereon,  there  shall be levied,  assessed or imposed on
Landlord a capital  levy or other tax directly on the rents  received  therefrom
and/or a franchise  tax,  assessment,  levy or charge  measured by or based,  in
whole or in part,  upon such rents for the  present or any  future  building  or
buildings on the premises, then all such taxes, assessments,  levies or charges,
or the part, thereof so measured or based, shall be deemed to be included within
the term "Taxes" for the purposes hereof.

     C. The  Landlord  shall have the right to employ a tax  consulting  firm to
attempt  to assure a fair tax  burden on the  building  and  grounds  within the
applicable  taxing  jurisdiction.  Tenant shall pay to Landlord upon demand from
time to time, as additional rent, the amount of Tenant's  proportionate share of
the cost of such service.

     D. Any payment to be made pursuant to this  Paragraph 3 with respect to the
calendar year in which this lease commences or terminates shall be prorated.

     4.  LANDLORD'S  REPAIRS.  Landlord  shall at his expense  maintain only the
roof,  foundation  and the  structural  soundness of the  exterior  walls of the
building in good repair,  reasonable wear and tear excepted. Tenant shall repair
and pay for any damage caused by negligence  of Tenant,  or Tenant's  employees,
agents or invitees, or caused by Tenant's default hereunder. The term "walls" as
used herein  shall not include  windows,  glass or plate glass,  doors,  special
store fronts or office entries.  Tenant shall  immediately give Landlord written
notice of defect or need for repairs, after which Landlord shall have reasonable
opportunity  to  repair  same or cure such  defect.  Landlord's  liability  with
respect to any defects, repairs or maintenance for which Landlord is responsible
under any of the  provisions  of this lease shall be limited to the cost of such
repairs or maintenance or the curing of such defect.

     5. TENANT'S REPAIRS.

     A. Tenant  shall at its own cost and expense keep and maintain all parts of
the premises (except those for which Landlord is expressly responsible under the
terms of this lease) in good condition,  promptly  making all necessary  repairs
and replacements,  including but not limited to, windows, glass and plate glass,
doors,  any special  office entry,  interior  walls and finish work,  floors and
floor covering, downspouts,  gutters, heating and air conditioning systems, dock
boards, truck doors, dock bumpers,  paving, plumbing work and fixtures,  termite
and pest extermination,  regular removal of trash and debris,  regular mowing of
any grass, trimming,  weed removal and general landscape maintenance,  including
rail spur areas, keeping the parking areas,  driveways,  alleys and the whole of
the premises in a clean and sanitary  condition,  and maintaining any spur track
servicing the premises (Tenant agrees to sign a joint maintenance agreement with
the  railroad  company  servicing  the  premises,  if  requested by the railroad
company).  Tenant shall at its own cost and expense  repaint  exterior  overhead
doors,  canopies,  entries,  handrails,  gutters, and other exposed parts of the
building which reasonably require periodic  repainting to prevent  deterioration
or to maintain aesthetic standards.

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     B. The cost of maintenance  and repair of any common party wall, (any wall,
divider,  partition or any other  structure  separating  the  premises  from any
adjacent  premises  occupied by other tenants) shall be shared equally by Tenant
and the tenant occupying  adjacent  premises.  Tenant shall not damage any party
wall or disturb the integrity and support  provided by any party wall and shall,
at its sole cost and expense,  promptly repair any damage or injury to any party
wall caused by Tenant or its employees, agent or invitees.

     C. In the event the premises  constitute a portion of a multiple  occupancy
building,  Tenant and its  employees,  customers  and  licensees  shall have the
exclusive  right to use the parking areas  designated  on Exhibit "C",  attached
hereto, if any, as may be designated by Landlord in writing,  [previous sentence
intentionally  omitted]  subject to such  reasonable  rules and  regulations  as
Landlord  may from time to time  prescribe  and subject to rights of ingress and
egress  of other  tenants.  Landlord  shall  not be  responsible  for  enforcing
Tenant's exclusive parking rights against any third parties. Parking spaces have
been provided in accordance  with  applicable  local  building  codes and Tenant
agrees not to use more spaces than so provided.

     D. Further, Landlord reserves the right to perform the paving and landscape
maintenance,  exterior  painting  and  common  sewage  line  plumbing  which are
otherwise Tenant's  obligations under subparagraph A above, and Tenant shall, in
lieu of the  obligations  set forth under  subparagraph  A above with respect to
such items,  be liable for its  proportionate  share (as defined in subparagraph
21B) of the cost and  expense of the care for the grounds  around the  building,
including  but not  limited  to,  the mowing of grass,  care of shrubs,  general
landscaping,  maintenance  of parking  areas,  driveways  and  alleys,  exterior
repainting and common sewage line  plumbing;  provided,  however,  that Landlord
shall have the right to require Tenant to pay such other  reasonable  proportion
of said mowing,  shrub care and general  landscaping costs and security services
costs as may be  determined  by  Landlord  in its sole  discretion;  and further
provided  that if Tenant or any other  particular  tenant of the building can be
clearly  identified as being  responsible  for  obstructions  or stoppage of the
common  sanitary sewage line,  then Tenant,  if Tenant is  responsible,  or such
other  responsible  tenant,  shall pay the entire cost thereof,  upon demand, as
additional rent.  Tenant shall pay when due its share,  determined as aforesaid,
of such costs and  expenses  along with the other  tenants  of the  building  to
Landlord  upon  demand,  as  additional  rent,  for the  amount  of its share as
aforesaid of such costs and expenses in the event Landlord  elects to perform or
cause to be performed such work.

     E. In the event the premises  constitute a portion of a multiple  occupancy
building,  Landlord  shall have the right to  coordinate  any  repairs and other
maintenance of any rail tracks  serving or to serve the building,  and if Tenant
uses such rail tracks,  Tenant shall  reimburse  Landlord from time to time upon
demand,  as  additional  rent,  for a share  of the  costs of such  repairs  and
maintenance and any other sums specified in any agreement to which Landlord is a
party  respecting  such tracks,  such share to be a fraction,  the  numerator of
which is the space  contained in the premises,  and the  denominator of which is
the entire space occupied by rail users in the building.

     F.  Tenant  shall,  at its own cost and  expense,  enter  into a  regularly
scheduled   preventative   maintenance/service   contract   with  a  maintenance
contractor for servicing all hot water, heating and air conditioning systems and
equipment within the premises.  The maintenance contractor and the contract must
be approved  by  Landlord.  The  service  contract  must  include  all  services
suggested by the equipment manufacturer within the operation/ maintenance manual
and must become  effective  (and a copy thereof  delivered  to Landlord)  within
thirty (30) days of the date Tenant takes possession of the premises.

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     6.  ALTERATIONS.  Tenant  shall  not make  any  alterations,  additions  or
improvements  to the  premises  (including  but not  limited  to roof  and  wall
penetrations) without the prior written consent of Landlord. Tenant may, without
the  consent  of  Landlord,  but at  its  own  cost  and  expense  and in a good
workmanlike manner erect such shelves,  bins, machinery and trade fixtures as it
may deem  advisable,  without  altering  the basic  character of the building or
improvements and without  overloading or damaging such building or improvements,
and in each case complying with all applicable  governmental  laws,  ordinances,
regulations and other requirements. All alterations, additions, improvements and
partitions  erected by Tenant shall be and remain the property of Tenant  during
the term of this lease and Tenant shall,  unless  Landlord  otherwise  elects as
hereinafter  provided,  remove  all  alterations,  additions,  improvements  and
partitions  erected  by  Tenant  and  restore  the  premises  to their  original
condition by the date of termination  of this lease or upon earlier  vacating of
the premises; provided, however, that if Landlord so elects prior to termination
of this  lease or upon  earlier  vacating  of the  premises,  such  alterations,
additions,  improvements and partitions shall become the property of Landlord as
of the  date of  termination  of this  lease  or upon  earlier  vacating  of the
premises  and shall be  delivered  up to the  Landlord  with the  premises.  All
shelves,  bins,  machinery and trade fixtures installed by Tenant may be removed
by Tenant prior to the termination of this lease if Tenant so elects,  and shall
be removed by the date of termination of this lease or upon earlier  vacating of
the premises if required by Landlord; upon such removal Tenant shall restore the
premises to their original condition. All such removals and restoration shall be
accomplished  in  good  workmanlike  manner  so as not  to  damage  the  primary
structure  or  structural  qualities  of the  buildings  and other  improvements
situated on the premises.

     7. SIGNS.

     A. Tenant agrees to have signage program approved by Landlord in accordance
with Landlord's criteria and subject to Landlord's written approval prior to the
commencement date of this lease. The Tenant,  upon vacation of the premises,  or
the removal or alteration of its sign for any reason,  shall be responsible  for
the repair, painting,  and/or replacement of the building facia surface to which
signs are  attached.  Landlord  gives its approval for Tenant to apply  exterior
signage to the  premises  that is  similar in  appearance  to  Tenant's  current
exterior signage at 10520 Plano Road, Suite 104, Dallas, Texas.

     B. Tenant shall not, without  Landlord's prior written consent (i) make any
changes  to or paint the store  front;  or (ii)  install  any  exterior  lights,
decorations or paintings;  or (iii) erect or install any signs,  windows or door
lettering,  placards,  decorations or advertising media of any type which can be
viewed from the exterior of the premises,  excepting only dignified  displays of
customary  type for its display  windows.  All signs,  decorations,  advertising
media,  blinds,  draperies and other window  treatment of bars or other security
installations visible from outside the premises shall conform in all respects to
the  criteria  established  by Landlord for the Project from time to time in the
exercise  of its sole  discretion,  and shall be  subject  to the prior  written
approval of Landlord as to  construction,  method of  attachment,  size,  shape,
height, lighting, color and general appearance.  All signs shall be kept in good
condition  and in proper  operating  order at all times.  Landlord  reserves the
right to  designate a uniform  type of sign for the Project to be  installed  by
Tenant (or, at Landlord's option, by Landlord),  but in any event to be paid for
by Tenant.

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     8. UTILITIES.  Landlord agrees to provide at its cost water and electricity
service connections into the premises;  but Tenant shall pay for all water, gas,
heat, light, power, telephone,  sewer, sprinkler charges and other utilities and
services  used on or from the  premises,  together  with any  taxes,  penalties,
surcharges  or the like  pertaining  thereto  and any  maintenance  charges  for
utilities  and shall  furnish all  electric  light bulbs and tubes.  If any such
services  are not  separately  metered to Tenant,  Tenant shall pay a reasonable
proportion as determined by Landlord of all charges  jointly  metered with other
premises.  Landlord shall in no event be liable for any  interruption or failure
of utility services on the premises.

     9. FIRE AND CASUALTY DAMAGE.

     A. Landlord agrees to maintain insurance covering the building of which the
premises  are a part in an amount not less than  eighty  percent  (80%) (or such
greater  percentage  as may be  necessary to comply with the  provisions  of any
co-insurance  clauses of the policy) of the  "replacement  cost" thereof as such
coverage is defined in the Replacement Cost Endorsement to be attached  thereto,
insuring against the perils of Fire, Lightning, Extended Coverage, Vandalism and
Malicious Mischief,  extended by Special Extended Coverage Endorsement to insure
against all other Risks of Direct Physical Loss, such coverages and endorsements
to be as defined,  provided and limited in the standard bureau forms  prescribed
by the  insurance  regulatory  authority for the State in which the premises are
situated for use by insurance  companies  admitted in such state for the writing
of such insurance on risks located within such state.  Subject to the provisions
of subparagraphs  9B and 9D below,  such insurance shall be for the sole benefit
of Landlord and under its sole control.  Tenant  agrees to pay, to Landlord,  as
additional  rental,  Landlord's  cost  of  maintaining  such  insurance  on said
building  (or,  in the event the  premises  constitute  a portion  of a multiple
occupancy   building,   Tenant's  full   proportionate   share  (as  defined  in
subparagraph  21B) of such cost). Said payments shall be made to Landlord within
ten (10) days after presentation to Tenant of Landlord's statement setting forth
the amount due.  Any payment to be made  pursuant to this  subparagraph  A, with
respect to the year in which this lease  commences or terminates  shall bear the
same ratio to the  payment  which would be required to be made for the full year
as that  part of such year  covered  by the term of this  lease  bears to a full
year.

     B. If the  buildings  situated  upon the  premises  should  be  damaged  or
destroyed  by fire,  tornado or other  casualty,  Tenant  shall  give  immediate
written notice thereof to Landlord.

     C. If the buildings  situated upon the premises should be totally destroyed
by fire, tornado or other casualty, or if they should be so damaged thereby that
rebuilding or repairs  cannot in Landlord's  estimation be completed  within two
hundred  (200) days after the date upon which  Landlord is notified by Tenant of
such damage,  this lease shall terminate and the rent shall be abated during the
unexpired  portion of this lease,  effective  upon the date of the occurrence of
such damage.

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     D. If the  buildings  situated  upon the premises  should be damaged by any
peril  covered by the  insurance to be provided by Landlord  under  subparagraph
9(A) above, but only to such extent that rebuilding or repairs can in Landlord's
estimation be completed  within two hundred (200) days after the date upon which
Landlord is notified by Tenant of such damage,  this lease shall not  terminate,
and  Landlord  shall  at its  sole  cost  and  expense  thereupon  proceed  with
reasonable  diligence to rebuild and repair such buildings to substantially  the
condition in which they existed prior to such damage, except that Landlord shall
not be  required  to  rebuild,  repair or  replace  any part of the  partitions,
fixtures,  additions  and other  improvements  which may have been placed in, or
about the premises by Tenant.  and except that Tenant shall pay to Landlord upon
demand any amount by which  Landlord's  cost of such  rebuilding,  repair and/or
replacement  exceeds net insurance  proceeds paid to Landlord in connection with
such  damage.  [previous  sentence  intentionally  omitted] If the  premises are
untenantable  in whole  or in part  following  such  damage,  the  rent  payable
hereunder during the period in which they are  untenantable  shall be reduced to
such extent as may be fair and reasonable under all of the circumstances. In the
event that Landlord  should fail to complete such repairs and rebuilding  within
two hundred (200) days after the date upon which  Landlord is notified by Tenant
of such  damage,  Tenant may at its option  terminate  this lease by  delivering
written  notice  of  termination  to  Landlord  as  Tenant's  exclusive  remedy,
whereupon all rights and obligations hereunder shall cease and terminate.

     E. Notwithstanding anything herein to the contrary, in the event the holder
of any indebtedness secured by a mortgage or deed of trust covering the premises
requires  that the  insurance  proceeds  be applied to such  indebtedness,  then
Landlord  shall have the right to  terminate  this lease by  delivering  written
notice of termination to Tenant within fifteen (15) days after such  requirement
is made by any such holder, whereupon all rights and obligations hereunder shall
cease and terminate.

     F.  Anything in this lease to the  contrary  notwithstanding,  Landlord and
Tenant  hereby  waive and  release  each other of and from any and all rights of
recovery,  claim,  action or cause of action,  against each other, their agents,
officers and  employees,  for any loss or damage that may occur to the premises,
improvements  to the  building  of which the  premises  are a part,  or personal
property  (building  contents)  within  the  building,  by reason of fire or the
elements  regardless  of cause or origin,  including  negligence  of Landlord or
Tenant and their agents,  officers and employees,  but only to the extent of the
insurance  proceeds  payable  under  the  policies  of  insurance  covering  the
property.  Because this  subparagraph  will preclude the assignment of any claim
mentioned in it by way of subrogation (or otherwise) to an insurance company (or
any other  person),  each party to this lease  agrees  immediately  to give each
insurance  company which has issued to it policies of fire and extended coverage
insurance,  written notice of the terms of the mutual waivers  contained in this
subparagraph,   and  to  have  the  insurance  policies  property  endorsed,  if
necessary,  to prevent the invalidation of the insurance  coverages by reason of
the mutual waivers contained in this subparagraph.

     10.  LIABILITY.  Landlord  shall  not  be  liable  to  Tenant  or  Tenant's
employees,  agents, patrons or visitors, or to any other person whomsoever,  for
any injury to person or damage to property on or about the  premises,  resulting
from and/or  caused in part or whole by the  negligence or misconduct of Tenant,
its  agents,  servants  or  employees  of any  other  person  entering  upon the
premises,  or caused by the buildings and  improvements  located on the premises
becoming out of repair,  or caused by leakage of gas, oil,  water or steam or by
electricity  emanating from the premises,  or due to any cause  whatsoever,  and
Tenant hereby  covenants and agrees that it will at all times indemnify and hold
safe and harmless the property,  the Landlord  (including without limitation the
trustee  and  beneficiaries  if  Landlord  is a trust),  Landlord's  agents  and
employees from any loss, liability,  claims, suits, costs,  expenses,  including
without limitation attorney's fees and damages,  both real and alleged,  arising
out of any such damage or injury; except injury to persons or damage to property
the sole cause of which is the negligence of Landlord or the failure of Landlord
to repair any part of the  premises  which  Landlord is  obligated to repair and
maintain  hereunder within a reasonable time after the receipt of written notice
from Tenant of needed repairs.  Tenant shall procure and maintain throughout the
term of this  lease a policy  or  policies  of  insurance,  at its sole cost and
expense,  insuring  both  Landlord  and Tenant  against all  claims,  demands or
actions  arising  out of or in  connection  with:  (i) the  premises;  (ii)  the
condition of the premises;  (iii) Tenant's operations in and maintenance and use
of the premises;  and (iv)  Tenant's  liability  assumed  under this lease,  the
limits of such policy or policies to be in the amount of not less than  $500,000
per  occurrence in respect of injury to persons  (including  death),  and in the
amount of not less than $100,000 per occurrence in respect of property damage or
destruction,  including loss of use thereof, All such policies shall be procured
by  Tenant  from  reaponsible  insurance  companies  satisfactory  to  Landlord.
Certified copies of such policies,  together with receipt  evidencing payment of
premiums therefor, shall be delivered to Landlord prior to the Commencement date
of this lease.  Not less than fifteen (15) days prior to the expiration  date of
any such policies,  certified copies of the renewals thereof (bearing  notations
evidencing the payment of renewal premiums shall be delivered to Landlord.  Such
policies  shall  further  provide  that not less than thirty  (30) days  written
notice shall be given to Landlord before such policy may be cancelled or changed
to reduce insurance provided thereby.

                                       8
<PAGE>

     11.  USE.  The  demised  premises  shall be used  only for the  purpose  of
receiving, storing, shipping and selling (other than retail) products, materials
and  merchandise  made and/or  distributed  by Tenant and for such other  lawful
purposes  as may be  incidental  thereto.  Outside  storage,  including  without
limitation,  trucks and other vehicles,  is prohibited  without Landlord's prior
written  consent.  Tenant  shall at its own cost and expense  obtain any and all
licenses and permits  necessary  for any such use.  Tenant shall comply with all
governmental  laws,  ordinances  and  regulations  applicable  to the use of the
premises,  and shall promptly comply with all governmental orders and directives
for the  correction,  prevention  and  abatement  of  nuisances  in or upon,  or
connected  with,  the premises,  all at Tenant's sole expense.  Tenant shall not
permit any  objectionable  or  unpleasant  odors,  smoke,  dust,  gas,  noise or
vibrations to emanate from the  premises,  nor take any other action which would
constitute  a nuisance  or would  disturb or endanger  any other  tenants of the
building in which the premises are situated or unreasonably interfere with their
use of their  respective  premises.  Without  Landlord's  prior written consent,
Tenant shall not receive,  store or  otherwise  handle any product,  material or
merchandise which is explosive or highly inflammable, Tenant will not permit the
premises  to be  used  for  any  purpose  or in any  manner  (including  without
limitation any method of storage) which would render the insurance  thereon void
or the  insurance  risk more  hazardous or cause the State Board of Insurance or
other insurance  authority to disallow any sprinkler credits. If any increase in
the fire and  extended  coverage  insurance  premiums  paid by Landlord or other
Tenants for the  building in which Tenant  occupies  space is caused by Tenant's
use and occupancy of the premises,  or if Tenant vacates the premises and causes
an increase in such  premiums,  then Tenant shall pay as  additional  rental the
amount of such increase to Landlord.

                                       9
<PAGE>

     12. INSPECTION.  Landlord and Landlord's agents and  representatives  shall
have the right to enter and inspect the premises at any  reasonable  time during
business hours, for the purpose of ascertaining the condition of the premises or
in order  to make  such  repairs  as may be  required  or  permitted  to made by
Landlord under the terms of this lease. During the period that is six (6) months
prior  to the  end of the  term  hereof,  Landlord  and  Landlord's  agents  and
representatives  shall have the right to enter the  premises  at any  reasonable
time during  business  hours for the purpose of showing the  premises  and shall
give the right to erect on the premises a suitable sign  indicating the premises
are available. Tenant shall give written notice to Landlord at least thirty (30)
days prior to vacating the premises and shall  arrange to meet with Landlord for
a joint  inspection of the premises prior to vacating.  In the event of Tenant's
failure  to give such  notice  or  arrange  such  joint  inspection,  Landlord's
inspection  at or after  Tenant's  vacating the premises  shall be  conclusively
deemed correct for purposes of determining  Tenant's  responsibility for repairs
and restoration.

     13. ASSIGNMENT AND SUBLETTING.

     A. Tenant shall not have the right to assign, sublet,  transfer or encumber
this  lease,  or any  interest  therein,  without the prior  written  consent of
Landlord.  Any attempted  assignment,  subletting,  transfer or  encumbrance  by
Tenant in violation of the terms and covenants of this Paragraph  shall be void.
All cash or other  proceeds  of any  assignment,  such  proceeds  as exceed  the
rentals  called for hereunder in the case of a subletting  and all cash or other
proceeds of any other  transfer of Tenant's  interest in ths lease shall be paid
to Landlord, whether such assignment,  subletting or other transfer is consented
to by Landlord or not, unless  Landlord  agrees to the contrary in writing,  and
Tenant  hereby  assigns  all  rights it might  have or ever  acquire in any such
proceeds to Landlord.  Any assignment,  subletting or other transfer of Tenant's
interest  in this  lease  shall be for an amount  equal to the then fair  market
value of such interest.  These  covenants shall run with the land and shall bind
Tenant and Tenant's heirs, executors, administrators,  personal representatives,
representatives  in any  bankruptcy  proceeding,  successors  and  assigns.  Any
assignee,  sublessee or transferee of Tenant's  interest in this lease (all such
assignees,   sublessees  and  transferees  being  hereinafter   referred  to  as
"successors"), by assuming Tenant's obligations hereunder shall assume liability
to  Landlord  for all  amounts  paid to  persons  other  than  Landlord  by such
successors in  contravention  of this  Paragraph.  No assignment,  subletting or
other transfer, whether consented to by Landlord or not, shall relieve Tenant of
its  liability  hereunder.  Upon the  occurrence  of an  "event of  default"  as
hereinafter  defined,  if the premises or any part thereof are then  assigned or
sublet, Landlord, in addition to any other remedies herein provided, or provided
by law, may at its option  collect  directly from such assignee or subtenant all
rents  becoming due to Tenant under such  assignment  or sublease and apply such
rent  against  any sums  due to  Landlord  from  Tenant  hereunder,  and no such
collection  shall be construed  to  constitute a novation or a release of Tenant
from the further performance of Tenant's obligations hereunder.

     B. If this  Lease is  assigned  to any  person  or entity  pursuant  to the
provisions of the Bankruptcy  Code, 11 U.S.C. ss. 101 et. seq., (the "Bankruptcy
Code"),  any and all monies or ther  considerations  payable or  otherwise to be
delivered  in  connection  with such  assignment  shall be paid or  delivered to
Landlord,  shall be and remain the exclusive  property of Landlord and shall not
constitute  property of Tenant or of the estate of Tenant  within the meaning of
the  Bankruptcy  Code. Any and all monies or other  considerations  constituting
Landlord's  property  under the  preceding  sentence  not paid or  delivered  to
Landlord shall be held in trust for the benefit of Landlord and be promptly paid
or delivered to Landlord.

                                       10
<PAGE>

     C. Any  person or entity to which this lease is  assigned  pursuant  to the
provisions  of the  Bankruptcy  Code,  11 U.S.C.ss.  et. seq.,  shall be deemed,
without  further act or deed,  to have  assumed all of the  obligations  arising
under this  Lease on and after the date of such  assignment.  Any such  assignee
shall upon demand  execute and deliver to Landlord an  instrument  of confirming
such assumption.

     14. CONDEMNATION.

     A. If the whole or any  substantial  part as  determined by Landlord of the
premises should be taken for any public or quasi-public  use under  governmental
law,  ordinance  or  regulation,  or by right of eminent  domain,  or by private
purchase in lieu thereof and the taking would  prevent or  materially  interfere
with the use of the premises  for the purpose for which they are being used,  as
determined by Landlord  this lease shall  terminate and the rent shall be abated
during the unexpired  portion of this lease,  effective when the physical taking
of said premises shall occur.

     B. If part of the  premises  shall be taken for any public or  quasi-public
use under any governmental law, ordinance or regulation,  or by right of eminent
domain, or by private purchase in lieu thereof, and this lease is not terminated
as provided in the  subparagraph  above,  this lease shall not terminate but the
rent  payable  hereunder  during the  unexpired  portion of this lease  shall be
reduced  to  such  extent  as  may  be  fair  and  reasonable  under  all of the
circumstances.

     C. All compensation awarded for any taking (or the proceeds of private sale
in lieu thereof) of the Project,  or any part thereof,  shall be the property of
Landlord and Tenant  hereby  assigns its interest in any such award to Landlord;
provided,  however,  Landlord shall have no interest in any award made to Tenant
for loss of business or for the taking of Tenant's  fixtures and improvements if
a separate award for such items is made to Tenant.

     15. HOLDING OVER. Tenant will, at the termination of this lease by lapse of
time or  otherwise,  yield up immediate  possession to Landlord with all repairs
and maintenance required herein to be performed by Tenant completed. If Landlord
agrees in writing that Tenant may hold over after the  expiration or termination
of this lease, unless the parties hereto otherwise agree in writing on the terms
of such holding over,  the hold over tenancy shall be subject to  termination by
Landlord at any time upon not less than five (5) days advance written notice, or
by Tenant at any time upon not less than thirty (30) days  advance  notice,  and
all of the other terms and  provisions of this lease shall be applicable  during
that  period,  except  that  Tenant  shall pay  Landlord  from time to time upon
demand, as rental for the period of any hold over, an amount equal to double the
rent in effect on the termination  date,  computed on a daily basis for each day
of the hold over  period.  No holding  over by Tenant,  whether  with or without
consent of  Landlord  shall  operate to extend  this lease  except as  otherwise
expressly provided.  The preceding  provisions of this paragraph 14 shall not be
construed consent for Tenant to hold over.

                                       11
<PAGE>

     16. QUIET  ENJOYMENT.  Landlord  covenants that it now has, or will acquire
before Tenant takes possession of the premises, good title to the premises, free
and clear of all liens and  encumbrances,  excepting  only the lien for  current
taxes not yet due,  such  mortgage or mortgages as are permitted by the terms of
this  lease,  zoning  ordinances  and other  building  and fire  ordinances  and
governmental  regulations  relating to the use of such property,  and easements,
restrictions  and other  conditions  of  record.  In the event  this  lease is a
sublease,  then Tenant agrees to take the premises  subject to the provisions of
the prior leases.  Landlord  represents and warrants that it has full rights and
authority  to enter  into this  lease and that  Tenant,  upon  paying the rental
herein set forth and  performing its other  covenants and agreements  herein set
forth,  shall  peaceably and quietly  have,  hold and enjoy the premises for the
term hereof without hindrance or molestation from Landlord, subject to the terms
and provisions of this lease,

     17. EVENTS OF DEFAULT. The following events shall be deemed to be events of
default by Tenant under this lease:

     A. Tenant  shall fail to pay any  installment  of the rent herein  reserved
when due, or any other payment or reimbursement to Landlord required herein when
due, and such failure shall continue for a period of five (5) days from the date
such payment was due.

     B. The Tenant or any guarantor of the Tenant's obligations  hereunder shall
generally  not pay its debts as they  become due or shall  admit in writing  its
inability to pay its debts or shall make a general assignment for the benefit of
creditors;  or the  Tenant  or any  such  guarantor  shall  commence  any  case,
proceeding  or other action  seeking to have an order for relief  entered on its
behalf as a debtor or to  adjudicate  it a  bankrupt  or  insolvent,  or seeking
reorganization, arrangement, adjustment, liquidation, dissolution or composition
of  it  or  its  debts  under  any  law  relating  to  bankruptcy,   insolvency,
reorganization  or relief of  debtors  or  seeking  appointment  of a  receiver,
trustee,  custodian  or  other  similar  official  for it or  for  all or of any
substantial part of its property; or the Tenant or any such guarantor shall take
any action to  authorize  or in  contemplation  of any of the  actions set forth
above in this paragraph; or

     C. Any case, proceeding or other action against the Tenant or any guarantor
of the Tenant's  obligations  hereunder  shall be  commenced  seeking to have an
order for relief entered  against it as debtor or to adjudicate it a bankrupt or
insolvent,  or seeking  reorganization,  arrangement,  adjustment,  liquidation,
dissolution  or  composition  of it or its  debts  under  any  law  relating  to
bankruptcy,  insolvency,   reorganization  or  relief  of  debtors,  or  seeking
appointment of a receiver,  trustee,  custodian or other similar official for it
or for all or any substantial part of its property, and such case, proceeding or
other action (i) results in the entry of an order for relief against it which it
is not fully stayed  within seven  business days after the entry thereof or (ii)
shall remain undismissed for a period of 45 days.

     D. A receiver or trustee shall be appointed for all or substantially all of
the assets of Tenant.

     E. Tenant shall generally not pay its debts as such debts become due.

     F.  Tenant  shall  vacate all or a  substantial  portion  of the  premises,
whether or not Tenant is in default of the rental payments due under this lease.

                                       12
<PAGE>

     G. Tenant  shall fail to  discharge  any lien  placed upon the  premises in
violation of Paragraph 20 hereof  within twenty (20) days after any such lien or
encumbrance is filed against the premises.

     H. Tenant shall fail to comply with any term, provision or covenant of this
lease (other than the foregoing in this  Paragraph  17), and shall not cure such
failure within twenty (20) days after written notice thereof to Tenant.

     I. Tenant  shall fail to  continuously  operate its business at the Demised
Premises for the permitted use set forth in paragraph 11,  whether or not Tenant
is in default of the rental payments due under this Lease,

     18. REMEDIES.

     A. Upon the  occurrence  of any of such  events  of  default  described  in
Paragraph 17 hereof, Landlord shall have the option to pursue any one or more of
the following remedies without any notice or demand whatsoever;

          (1)  Terminate  this lease,  in which event Tenant  shall  immediately
     surrender the premises to Landlord,  and if Tenant fails so to do, Landlord
     may, without prejudice to any other remedy which it may have for possession
     or arrearages in rent,  enter upon and take  possession of the premises and
     expel or remove  Tenant  and any other  person  who may be  occupying  such
     premises or any part thereof,  by force if necessary,  without being liable
     for prosecution or any claim of damages therefor.

          (2) Enter upon and take possession of the premises and expel or remove
     Tenant and any other person who maybe  occupying  such premises or any part
     thereof, by force if necessary, without being liable for prosecution or any
     claim for damages  therefor,  and relet the  premises  and receive the rent
     therefor.

          (3) Enter upon the  premises,  by force if  necessary,  without  being
     liable for prosecution or any claim for damages  therefor,  and do whatever
     Tenant is obligated to do under the terms of this lease;  and Tenant agrees
     to reimburse  Landlord on demand for any expenses  which Landlord may incur
     in thus effecting  compliance with Tenant's  obligations  under this lease,
     and Tenant further agrees that Landlord shall not be liable for any damages
     resulting to the Tenant from such action,  whether caused by the negligence
     of Landlord or otherwise.

          (4) Alter all locks and other security devices at the premises without
     terminating  this  lease.


     B. In the  event  Landlord  may  elect to regain possession of the
premises by a forcible detainer proceeding, Tenant hereby specifically
waives any  statutory  notice which may be required  prior to such
proceeding,  and agrees that Landlord's execution of this lease is, in part,
consideration for this waiver.

                                       13
<PAGE>

     C. In the event Tenant fails to pay any  installment  of rent  hereunder as
and when such installment is due, to help defray the additional cost to Landlord
for processing  such late payments Tenant shall pay to Landlord on demand a late
charge in an amount  equal to five  percent  (5%) of such  installment;  and the
failure to pay such amount within ten (10) days after demand  therefor  shall be
an event of default  hereunder.  The  provision for such late charge shall be in
addition to all of Landlord's other rights and remedies  hereunder or at law and
shall not be construed as liquidated damages or as limiting  Landlord's remedies
in any manner.

     D. In the event Tenant's check,  given to Landlord in payment,  is returned
by the bank for  non-payment,  Tenant  agrees to pay all  expenses  incurred  by
Landlord as a result thereof.

     E.  Exercise by Landlord of any one or more remedies  hereunder  granted or
otherwise  available shall not be deemed to be an acceptance of surrender of the
premises  by Tenant,  whether by  agreement  or by  operation  of law,  it being
understood that such surrender can be effected only by the written  agreement of
Landlord and Tenant.  No such alteration of locks or other security  devices and
no removal or other exercise of dominion by Landlord over the property of Tenant
or  others  at the  premises  shall  be  deemed  unauthorized  or  constitute  a
conversion,  Tenant  hereby  consenting,  after  any  event of  default,  to the
aforesaid  exercise of dominion over Tenant's property within the premises.  All
claims  for  damages  by  reason of such  re-entry  and/or  repossession  and/or
alteration  of locks or other  security  devices are hereby  waived,  as are all
claims  for  damages  by  reason  of any  distress  warrant,  forcible  detainer
proceedings,  sequestration  proceedings or other legal  process.  Tenant agrees
that any re-entry by Landlord  may be pursuant to judgment  obtained in forcible
detainer proceedings or other legal proceedings or without the necessity for any
legal  proceedings,  as Landlord may elect,  and Landlord shall not be liable in
trespass or otherwise.

     F. In the  event  Landlord  elects to  terminate  the lease by reason of an
event of default, then notwithstanding such termination,  Tenant shall be liable
for and shall pay to Landlord,  at the address  specified for notice to Landlord
herein,  the sum of all  rental and other  indebtedness  accrued to date of such
termination,  plus, as damages, an amount equal to the greater of (i) [preceding
words  intentionally  omitted]  the total  rental  hereunder  for the  remaining
portion of the lease term (had such term not been  terminated by Landlord  prior
to the date of  expiration  stated in  Paragraph  1). and (ii) the then  present
value of the then fair rental value of the premises for such period.  [preceding
words intentionally omitted.]

     G. In the event that  Landlord  elects to repossess  the  premises  without
terminating  the lease,  or in the event Landlord elects to terminate the Lease,
then Tenant, at Landlord's option shall be liable for and shall pay to Landlord,
at the address  specified  for notice to Landlord  herein,  all rental and other
indebtedness  accrued to the date of such repossession,  plus rental required to
be paid by Tenant to Landlord  during the  remainder of the lease term until the
date of  expiration  of the term as stated in Paragraph 1 diminished  by any net
sums thereafter  received by Landlord through reletting the premises during said
period  (after   deducting   expenses   incurred  by  Landlord  as  provided  in
subparagraph 18(G) below). In no event shall Tenant be entitled to any excess of
any rental  obtained by  reletting  over and above the rental  herein  reserved.
Actions to collect amounts due by Tenant to Landlord under this subparagraph may
be brought from time to time, on one or more occasions, without the necessity of
Landlord's waiting until expiration of the lease term.

                                       14
<PAGE>

     H. In case of any event of default or breach by Tenant,  or  threatened  or
anticipatory breach or default, Tenant shall also be liable for and shall pay to
Landlord, at the address specified for notice to Landlord herein, in addition to
any sum  provided  to be paid  above,  brokers'  fees  incurred  by  Landlord in
connection  with  reletting the whole or any part of the premises;  the costs of
removing  and  storing  Tenant's  or other  occupant's  property;  the  costs of
repairing, altering, remodeling or otherwise putting the premises into condition
acceptable to a new tenant or tenants;  and all reasonable  expenses incurred by
Landlord in enforcing or defending  Landlord's rights and/or remedies  including
reasonable attorney's fees which shall be not less than fifteen percent (15%) of
all sums then owing by Tenant to Landlord whether suit is actually filed or not.

     I. In the event of termination or repossession of the premises for an event
of default,  Landlord  shall not have any  obligations to relet or to attempt to
relet  the  premises,  or  any  portion  thereof,  or to  collect  rental  after
reletting;  and in the event of  reletting,  Landlord may relet the whole or any
portions  of the  premises  for any  period  to any  tenant  and for any use and
purpose.

     J. If Tenant should fail to make any payment or cure any default  hereunder
within the time herein permitted,  Landlord,  without being under any obligation
to do so and without thereby waiving such default,  may make such payment and/or
remedy such other  default for the account of Tenant (and enter the premises for
such,  purpose),  and thereupon Tenant shall be obligated to, and hereby agrees,
to pay Landlord,  upon demand, all costs, expenses and disbursements  (including
reasonable attorney's fees) incurred by Landlord in taking such remedial action.

     K. In the event of any default by Landlord, Tenant's exclusive remedy shall
be an  actions  for  damages  (Tenant  hereby  waiving  the  benefit of any laws
granting  it a liens  upon  the  property  of  Landlord  and/or  upon  rent  due
Landlord), but prior to any such action Tenant will give Landlord written notice
specifying  such default with  particularity,  and Landlord shall thereupon have
thirty days in which to cure any such default.  Unless and until  Landlord fails
to so cure any default  after such  notice,  Tenant shall not have any remedy or
cause of action by reason thereof. All obligations of Landlord hereunder will be
construed as covenants, not conditions; and all such obligations will be binding
upon Landlord  only during the period of its  possession of the premises and not
thereafter. The term "Landlord" shall mean only the owner, for the time being of
the premises,  and in the event of the transfer by such owner of its interest in
the premises,  such owner shall  thereupon be released and  discharged  from all
covenants  and  obligations  of  the  Landlord  thereafter  accruing,  but  such
covenants and  obligations  shall be binding during the lease term upon each new
owner for the  duration of such  owner's  ownership.  Notwithstanding  any other
provisions hereof,  Landlord shall not have any personal liability hereunder. In
the event of any breach or default by Landlord in any term or  provision of this
lease,  Tenant  agrees to look  solely to the equity or  interest  then owned by
Landlord in the premises; however, in no event, shall any deficiency judgment or
any money judgment of any kind be sought or obtained against any party Landlord.

                                       15
<PAGE>

     L. In the event that Landlord  shall have taken  possession of the premises
pursuant to the authority  herein  granted then Landlord shall have the right to
keep in  place  and use all of the  furniture,  fixtures  and  equipment  at the
premises,  including  that  which is owned by or  leased  to Tenant at all times
prior to any  foreclosure  thereon by  Landlord or  repossession  thereof by any
lessor  thereof or third party having a lien thereon.  Landlord  shall also have
the right to remove from such  premises  (without  the  necessity of obtaining a
distress  warrant,  writ of  sequestration  or other legal  process)  all or any
portions of such  furniture,  fixtures,  equipment  and other  property  located
thereon and to place same in storage at any premises  within the County in which
the premises is located;  and in such event,  Tenant shall be liable to Landlord
for costs  incurred by Landlord in  connection  with such  removal and  storage.
Landlord  shall  also  have the  right to  relinquish  possession  of all or any
portion of such furniture,  fixtures, equipment and other property to any person
("Claimant")  claiming  to be  entitled to  possession  thereof who  presents to
Landlord a copy of any  instrument  represented  to Landlord by Claimant to have
been executed by Tenant (or any  predecessor  of Tenant)  granting  Claimant the
right  under  various  circumstances  to  take  possession  of  such  furniture,
fixtures,  equipment  or other  property,  without the  necessity on the part of
Landlord to inquire into the authenticity of said  instrument's copy of Tenant's
or  Tenant's  Predecessor's  signature  thereon and  without  the  necessity  of
Landlord making any nature of investigation or inquiry as to the validity of the
factual or legal basis upon which Claimant purports to act; and Tenant agrees to
indemnify and hold Landlord  harmless from all cost,  expense,  loss, damage and
liability  incident to  Landlord's  relinquishment  of  possession of all or any
portion of such  furniture,  fixtures,  equipment or other property to Claimant.
The rights of Landlord  herein  stated shall be in addition to any and all other
rights which Landlord has or may hereafter have at law or in equity;  and Tenant
stipulates and agrees that the rights herein granted  Landlord are  commercially
reasonable.

     M.  Notwithstanding  anything  in this Lease to the  contrary,  all amounts
payable by Tenant to or on behalf of Landlord  under this Lease,  whether or not
expressly denominated as rent, shall constitute rent for the purposes of section
502(b)(7) of the Bankruptcy Code, 11 U.S.C.ss. 502(b)(7).

     N. This is a contract  under which  applicable  law excuses  Landlord  from
accepting  performance  from (or rendering  performance to) any person or entity
other than Tenant  within the meaning of sections  365(c) and  365(e)(2)  of the
Bankruptcy Code, 11 U.S.C.ss.ss. 365(c), 365(e)(2).

     O. If this  Lease is  assigned  to any  person  or entity  pursuant  to the
provisions of the Bankruptcy  Code, 11 U.S.C.  ss. 101 et seq., (the "Bankruptcy
Code"),  any and all monies or other  considerations  payable or otherwise to be
delivered  in  connection  with such  assignment  shall be paid or  delivered to
Landlord,  shall be and remain the exclusive  property of Landlord and shall not
constitute  property of Tenant or of the estate of Tenant  within the meaning of
the  Bankruptcy  Code.  Any  and  all  monies  or  considerations   constituting
Landlord's  property  under the  preceding  sentence  not paid or  delivered  to
Landlord shall be held in trust for the benefit of Landlord and be promptly paid
or delivered to Landlord.

     P. Any  person or entity to which this lease is  assigned  pursuant  to the
provisions of the Bankruptcy  Code, 11 U.S.C.  ss. 101 et seq., shall be deemed,
without  further act or deed,  to have  assumed all of the  obligations  arising
under this  Lease on and after the date of such  assignment.  Any such  assignee
shall upon demand execute and deliver to Landlord an instrument  confirming such
assumption.

                                       16
<PAGE>

     19.  MORTGAGES.  Tenant  accepts this lease subject and  subordinate to any
mortgage(s) and/or deed(s) of trust now or at any time hereafter  constituting a
lien or charge upon the premises or the improvements situated thereon, provided,
however, that if the mortgagee,  trustee, or holder of any such mortgage or deed
of trust  elects to have  Tenant's  interest in this lease  superior to any such
instrument,  then by notice to Tenant  from such  mortgagee,  trustee or holder,
this  lease  shall be deemed  superior  to such  lien,  whether  this  lease was
executed  before or after said  mortgage or deed of trust.  Tenant  shall at any
time hereafter on demand execute any  instruments,  releases or other  documents
which may be  required  by any  mortgagee  for the  purpose  of  subjecting  and
subordinating this lease to the lien of any such mortgage.

     20. MECHANIC'S LIENS AND TENANT'S PERSONAL PROPERTY TAXES.

     A. Tenant shall have no authority,  express or implied,  to create or place
any lien or encumbrance of any kind or nature  whatsoever upon, or in any manner
to bind,  the  interest of  Landlord or Tenant in the  premises or to charge the
rentals  payable  hereunder  for any claim in favor of any person  dealing  with
Tenant,  including  those who may  furnish  materials  or perform  labor for any
construction or repairs.  Tenant  covenants and agrees that it will pay or cause
to be paid all sums  legally  due and  payable  by it on  account  of any  labor
performed or materials  furnished in connection  with any work  performed on the
premises on which any lien is or can be validly and legally asserted against its
leasehold interest in the premises or the improvements  thereon and that it will
save and hold Landlord  harmless from any and all loss, cost or expense based on
or arising  out of asserted  claims or liens  against  the  leasehold  estate or
against the right,  title and  interest of the Landlord in the premises or under
the terms of this lease. Tenant agrees to give Landlord immediate written notice
of the placing of any lien or encumbrance against the premises.

     B. Tenant shall be liable for all taxes levied or assessed against personal
property,  furniture or fixtures  placed by Tenant in the premises.  If any such
taxes for which  Tenant is liable are levied or  assessed  against  Landlord  or
Landlord's  property  and if Landlord  elects to pay the same or if the assessed
value of  Landlord's  property is increased  by inclusion of personal  property,
furniture or fixtures  placed by Tenant in the premises,  and Landlord elects to
pay the taxes based on such  increase,  Tenant shall pay to Landlord upon demand
that part of such taxes.

     21. MISCELLANEOUS

     A. Words of any gender  used in this lease shall be held and  construed  to
include any other  gender,  and words in the  singular  number  shall be held to
include the plural, unless the context otherwise requires.

     B. In the event the premises  constitute a portion of a multiple  occupancy
building,  Tenant's  "proportionate  share", as used in this lease, shall mean a
fraction,  the numerator of which is the space contained in the premises and the
denominator of which is the entire space contained in the building.

                                       17
<PAGE>

     C. The terms,  provisions  and covenants and  conditions  contained in this
lease shall apply to, inure to the benefit of, and be binding upon,  the parties
hereto and upon their respective heirs,  legal  representatives,  successors and
permitted assigns, except as otherwise herein expressly provided. Landlord shall
have the right to  transfer  and  assigns,  in whole or in part,  its rights and
obligations  in the building  and  property  that are the subject of this lease.
Each party agrees to furnish to the other,  promptly  upon  demand,  a corporate
resolution,  proof  of due  authorization  by  partners,  or  other  appropriate
documentation  evidencing  the due  authorization  of such  party to enter  this
lease.

     D. The captions  inserted in this lease are for convenience  only and in no
way define,  limit or otherwise  describe the scope or intent of this lease,  or
any provision hereof, or in any way affect the interpretation of this lease.

     E. Tenant  agrees  from time to time within ten (10) days after  request of
Landlord,  to deliver to Landlord,  or Landlord's  designee,  a  Certificate  of
Occupancy and an estoppel  certificate  stating that this lease is in full force
and effect,  the date to which rent has been paid,  the  unexpired  term of this
lease and such other  matters  pertaining  to this lease as may be  requested by
Landlord.  It is understood and agreed that Tenant's  obligation to furnish such
estoppel  certificates  in  a  timely  fashion  is  a  material  inducement  for
Landlord's execution of this lease.

     F.  This  lease  may  not be  altered,  changed  or  amended  except  by an
instrument in writing signed by both parties hereto.

     G. This Lease  constitutes  the entire  understanding  and agreement of the
Landlord  and Tenant  with  respect to the  subject  matter of this  Lease,  and
contains all of the covenants and agreements of Landlord and Tenant with respect
thereto.   Landlord  and  Tenant  each  acknowledge  that  no   representations,
inducements, promises or agreements, oral or written, have been made by Landlord
or Tenant,  or anyone  acting on behalf of  Landlord  or  Tenant,  which are not
contained  herein,  and  any  prior  agreements,   promises,   negotiations,  or
representations not expressly set forth in this Lease are of no force or effect.

     H. All  obligations  of  Tenant  hereunder  not fully  performed  as of the
expiration  or earlier  termination  of the term of this lease shall survive the
expiration  or  earlier  termination  of  the  term  hereof,  including  without
limitation all payment  obligations  with respect to taxes and insurance and all
obligations  concerning  the condition of the premises.  Upon the  expiration or
earlier  termination  of the term  hereof,  and  prior to  Tenant  vacating  the
premises,  Tenant  shall pay to  Landlord  any amount  reasonably  estimated  by
Landlord as necessary to put the  premises,  including  without  limitation  all
heating and air conditioning  systems and equipment  therein,  in good condition
and repair.  Tenant shall also, prior to vacating the premises,  pay to Landlord
the amount, as estimated by Landlord,  of Tenant's obligation hereunder for real
estate taxes and  insurance  premiums for the year in which the lease expires or
terminates.  All such amounts  shall be used and held by Landlord for payment of
such  obligations  of  Tenant  hereunder,  with  Tenant  being  liable  for  any
additional  costs  therefor  upon demand by  Landlord,  or with any excess to be
returned to Tenant after all such obligations have been determined and satisfied
as the case may be. Any  security  deposit  held by  Landlord  shall be credited
against the amount payable by Tenant under this Paragraph 21(H).

                                       18
<PAGE>

     I. If any  clause  or  provision  of this  lease  is  illegal,  invalid  or
unenforceable  under  present or future laws  effective  during the term of this
lease,  then and in that event,  it is the intention of the parties  hereto that
the  remainder of this lease shall not be affected  thereby,  and it is also the
intention  of the parties to this lease that in lieu of each clause or provision
of this lease that is  illegal,  invalid or  unenforceable,  there be added as a
part of this lease  contract a clause or  provision  as similar in terms to such
illegal, invalid or unenforceable clause or provisions as may be possible and be
legal, valid and enforceable.

     J.  Because the  premises  are on the open market and are  presently  being
shown,  this lease shall be treated as an offer with the premises  being subject
to prior  lease and such  offer  subject  to  withdrawal  or  non-acceptance  by
Landlord or to other use of the premises  without  notice,  and this lease shall
not be valid or binding  unless and until  accepted by Landlord in writing and a
fully executed copy delivered to both parties hereto.

     K. All references in this lease to "the date hereof" or similar  references
shall be deemed to refer to the last date, in point of the, on which all parties
hereto have executed this lease.

     L. Tenant  represents and warrants that it has dealt with no broker,  agent
or other person, in connection with this transaction,  or that no broker,  agent
or other person brought about this transaction, other Phil Collins Realtors, and
Tenant  agrees to  indemnify  and hold  Landlord  harmless  from and against any
claims by any other broker, agent or other person claiming a commission or other
form of  compensation  by virtue of having dealt with Tenant with regard to this
leasing transaction.

     M.  If and  when  included  within  the  term  "Landlord",  as used in this
instrument,  there are more than one  person,  firm or  corporations,  all shall
jointly  arrange  among  themselves  for their joint  execution of such a notice
specifying some  individual at some specific  address for the receipt of notices
and payments to Landlord; if and when included within the term "Tenant", as used
in this  instrument,  there are more than one person,  firm or corporation,  all
shall  jointly  arrange  among  themselves  for their joint  execution of such a
notice   specifying  some  individual  at  some  specific   address  within  the
continental United States for the receipt of notices and payments to Tenant. All
parties included within the terms "Landlord" and "Tenant", respectively shall be
bound by notices given in accordance  with the provisions of Paragraph 23 hereof
to the same effect as if each had received such notice.

     22. ADDITIONAL PROVISIONS.

     See Special Provisions

     23.  NOTICES.  Each  provision  of  this  instrument  or of any  applicable
governmental laws, ordinances, regulations and other requirements with reference
to the  sending,  mailing or delivery of any notice or the making of any payment
by Landlord to Tenant or with  reference to the sending,  mailing or delivery of
any notice or the making of any payment by Tenant to Landlord shall be deemed to
be complied with when and if the following steps are taken:

                                       19
<PAGE>

          (a) All rent and  other  payments  required  to be made by  Tenant  to
     Landlord hereunder shall be payable to Landlord at the address for Landlord
     hereinbelow set forth or at such other address as Landlord may specify from
     time to time by written notice delivered in accordance  herewith.  Tenant's
     obligation to pay rent and any other amounts to Landlord under the terms of
     this lease shall not be deemed  satisfied until such rent and other amounts
     have been actually received by Landlord.

          (b) All payments  required to be made by Landlord to Tenant  hereunder
     shall be payable to Tenant at the address hereinbelow set forth, or at such
     other address  within the  continental  United States as Tenant may specify
     from time to time by written notice delivered in accordance herewith.

          (c) Any notice or  document  required  or  permitted  to be  delivered
     hereunder shall be deemed to be delivered  whether actually received or not
     when  deposited in the United States Mail,  postage  prepaid,  Certified or
     Registered  Mail,  addressed  to  the  parties  hereto  at  the  respective
     addresses set out below, or at such other address as they have  theretofore
     specified by written notice delivered in accordance herewith:

                             LANDLORD:                          TENANT:

         CROW-MARKISON 22-27 LIMITED PARTNERSHIP       WEB TECHNOLOGY, INC.
         3500 LTV Center                               ___________ Markison Road
         2001 Ross Avenue                              Dallas, TX  75238
         Dallas, TX  75201-2997

         With notice to:

         9696 Skillman, #250
         Dallas, TX  75234

                                       20
<PAGE>

     24.  LANDLORD'S  LIEN.  In  addition  to any  statutory  lien  for  rent in
Landlord's  favor,  Landlord  shall have and Tenant  hereby grants to Landlord a
continuing  security  interest for all rentals and other sums of money  becoming
due  hereunder  from  Tenant,  upon  all  goods,  wares,  equipment,   fixtures,
furniture,  inventory,  accounts,  contract  rights,  chattel  paper  and  other
personal  property  of Tenant  situated on the  premises  subject to this Lease,
which is located at _____  Markison Road, and such property shall not be removed
therefrom  without the consent of Landlord  until all arrearages in rent well as
any and all other sums of money then due to Landlord  hereunder shall first have
been paid and discharged.  Products of collateral are also covered. In the event
of a default  under this lease,  Landlord  shall have, in additions to any other
remedies  provided  herein or by law, all rights and remedies  under the Uniform
Commercial  Code,  including  without  limitation the right to sell the property
described in this  paragraph at public or private sale upon five (5) days notice
to Tenant.  Tenant hereby agrees to execute such other instruments  necessary or
desirable  in  Landlord's  discretion  to perfect the security  interest  hereby
created.  Any  statutory  lien  for  rent  is not  hereby  waived,  the  express
contractual  lien herein  granted being in addition and  supplementary  thereto.
Landlord  and Tenant agree that this Lease and  security  agreement  serves as a
financing  statement and that a copy or  photographic  or other  reproduction of
this  portion of this Lease may be filed of record by Landlord and have the same
force  and  effect  as the  original.  This  security  agreement  and  financing
statement also covers fixtures located at the premises subject to thus Lease and
legally  described in Exhibit "A",  attached hereto and  incorporated  herein by
this  reference,  and is to filed for  record in the real  estate  records.  The
record owner of this property is Trammell Crow Company. Tenant warrants that the
collateral  subject to the security  interest granted herein is not purchased or
used by Tenant for personal, family or household purposes.

     EXECUTED BY LANDLORD, this ___ day of ____________, 19__.

Attest/Witness                               CROW-MARKISON 22-27, LIMITED
                                             PARTNERSHIP


__________________________________           By_________________________________
                                               Russell I. McArron, Jr.

Title:____________________________           Title:  Managing General Partner

     EXECUTED BY TENANT, this ___ day of ____________, 19__.

Attest/Witness                               WEB TECHNOLOGY, INC.


__________________________________           By_________________________________

Title:____________________________           Title:_____________________________


                                       21
<PAGE>

                             SPECIAL PROVISIONS FOR
                              WEB TECHNOLOGY, INC.


22a. Base Rent.  Tenant's base rental payment  schedule (using the definition of
     rental as described in 2A of the Lease) shall be as follows:

                    Months                        Monthly Base Rental
                    ------                        -------------------
                     1-12                              $5,179.44
                    13-24                              $5,649.44
                    25-36                              $6,149.44
                    37-48                              $6,649.44
                    49-60                              $7,149.44


22b. Cap on  Landscape  Maintenance  and General  Maintenance.  It is agreed and
     understood that landscape maintenance and general maintenance only will not
     exceed the  following  amounts  throughout  the primary term of this lease.
     This cap on  landscape  maintenance  and  general  maintenance  will not be
     granted for any renewal term.

                            Landscape Maintenance           Monthly Landscape
             Months          Per Sq Ft. Per Year             Maint. Charges
             ------          -------------------             --------------
              1-12                  $0.1800                     $201.45
              13-24                 $0.1890                     $211.52
              25-36                 $0.1985                     $222.15
              37-48                 $0.2084                     $233.23
              49-60                 $0.2188                     $244.87


                             General Maintenance           Monthly Maintenance
             Months          Per Sq Ft. Per Year                 Charges
             ------          -------------------                 -------
              1-12                  $0.0100                      $11.19
              13-24                 $0.0105                      $11.75
              25-36                 $0.0110                      $12.31
              37-48                 $0.0116                      $12.98
              49-60                 $0.0122                      $13.65


<PAGE>

22c. Renewal Option. Provided that Tenant is not in default of any of the terms,
     covenants and  conditions  hereof,  and this Lease has not been assigned or
     the premises (or a part  thereof)  sublet,  Tenant shall have the right and
     option to extend the original  term of this Lease for two (2) further terms
     of thirty six (36) months.  Such extension of the original term shall be on
     the same terms,  covenants  and  conditions as provided for in the original
     term  except for this  paragraph  and except  that the Base Rent during the
     extended  term  shall  be at the  fair  market  rental  then in  effect  on
     equivalent  properties,  of equivalent size, in equivalent areas (but in no
     event less than the Base Rent  specified  in Paragraph 2a of this Lease nor
     greater than one hundred  thirty-five  percent (135%) of the average of the
     Base Rents specified in Paragraph 22a, above). Tenant shall deliver written
     notice to  Landlord  of Tenant's  intent to  exercise  the  renewal  option
     granted  herein  not more than six (6) months nor less than four (4) months
     prior to the  expiration of the original  term of this Lease.  In the event
     Tenant  fails to deliver  such  written  notice  within the time period set
     forth above,  Tenant's  right to extend the term hereof shall expire and be
     of no further  force and effect.  In the event  Landlord and Tenant fail to
     agree in writing upon the fair market  rental within thirty (30) days after
     exercise by Tenant of this  renewal  option,  Tenant's  right  hereunder to
     extend the term shall become null and void.

22d. During the original term of this lease, provided that Tenant is not then in
     default  hereunder,  Tenant  shall have the first right and option to lease
     the adjacent space to the south of Tenant's space in Northgate II, Building
     24. Landlord shall, by written notice to Tenant,  first offer to lease such
     space to Tenant upon the same terms and  conditions  and at the same rental
     rate as has been agreed to by Landlord  and a third  party.  If within five
     (5) days after Landlord  `gives Tenant such written  notice,  Landlord does
     not  receive  notice in writing  that  Tenant  elects to lease all (and not
     part) of such space within five (5) days, then Tenant's right to lease such
     additional  space  shall  terminate  and expire  and  Tenant  shall have no
     further rights pursuant to this paragraph.

22e. Nondisturbance.  Upon written request from Tenant,  Landlord shall use best
     efforts to obtain a Nondisturbance  Agreement from the construction  lender
     for this project.  Furthermore,  Landlord agrees to use its reasonable best
     efforts to obtain,  upon separate  written  request from Tenant,  a similar
     Nondisturbance Agreement from the mortgage lender for this project.

22f. Exhibit B. This Lease is contingent upon the signature of Exhibit B by both
     Tenant and Landlord.

                            END OF SPECIAL PROVISIONS

<PAGE>

                                   EXHIBIT "A"
                                LEGAL DESCRIPTION

BEING approximately  13,430 square feet out of an approximate 45,405 square foot
facility,  commonly  known as  Northgate  Phase II,  Building  24  located on 24
Markison in Dallas, Texas, and situated on a tract of land described as follows:

BEING 5.798 acres of land in the H. HUSTEAD SURVEY, Abstract No. 587, being part
of City  Block  8088,  also  being  known as part of Block  B/8088 of  NORTHGATE
BUSINESS PARK -- PHASE II, an addition to the City of Dallas,  Texas,  according
to the  Revised  Map thereof  recorded  in Volume  84171,  Page 3124 of the Deed
Records of Dallas  County,  Texas,  and being  more  particularly  described  as
follows:

BEGINNING  at the  intersection  of the  Northeast  line of  Markison  Road (56'
R.O.W.),  and the  Southeast  R.O.W.  line of Vista Park Road (56'  R.O.W.) said
point also being the  beginning of a curve to the right,  having a central angle
of 50(degree)26'54", a radius of 202.00 feet, and tangent of 95.16 feet;

THENCE,  Northeasterly  along said curve to the right, an arc distance of 177.86
feet to a point of tangency,  said point being in the Southeast  R.O.W.  line of
Vista Park Road (56' R.O.W.);

THENCE, N 89(degree)34'00" E, along said South R.O.W. line of Vista Park Road, a
distance of 532.38 feet,  said point also being the  beginning of a curve to the
right, having a central angle of 90(degree)02'05", a radius of 20.00 feet, and a
tangent of 20.01 feet;

THENCE,  Southeasterly  along said Southwest  R.O.W. of Vista Park Road and said
curve to the right, an arc distance of 31.43 feet to a point of tangency;

THENCE, S 00(degree)23'55"  E, along said West R.O.W. line of Vista Park Road, a
distance of 471.24  feet to a point,  said point also being the  beginning  of a
curve to the  right,  having a central  angle of  39(degree)31'0l",  a radius of
202.00 feet, and a tangent of 72.56 feet;

THENCE,  Southwesterly  along said Southwest R.O.W.  line of Vista Park Road and
said curve to the right an arc  distance of 139.32 feet to a  non-tangent  point
for a corner;

THENCE, N 50(degree)52'54" W, along said Northeast R.O.W. line of Markison Road,
a distance of 858.05 feet to the POINT OF BEGINNING  and  CONTAINING  252,572.84
Square Feet or 5.798 Acres of Land.

<PAGE>

                          SUPPLEMENTAL LEASE AGREEMENT
                                    (RENEWAL)

This Supplemental  Lease Agreement made and entered into this 22nd day of April,
1993 by and between:

                     CROW-MARKISON 22-27 LIMITED PARTNERSHIP
                        2707 Stemmons Freeway, Suite 100
                               Dallas, Texas 75207
            W/ Copy to: 9696 Skillman, Suite 250, Dallas, Texas 75243

                                       and

                              WEB TECHNOLOGY, INC.
                               10501 Markison Road
                               Dallas, Texas 75238
                              (27,830 Square Feet)

This  Supplemental  Lease  Agreement  shall modify the original lease  agreement
(which,  together with any  amendments or  modifications,  shall be known as the
"Lease")  between  CROW-MARKISON  22-27  (Landlord)  and  WEB  TECHNOLOGY,  INC.
(Tenant)  dated  December  19, 1987;  in which  certain real estate and premises
therein  described and situated in the County of Dallas,  and the State of Texas
were demised and leased by Landlord to Tenant.

It is the sole intent of this  Supplemental  Lease Agreement to modify the Lease
by the following terms and conditions:

1.   SIZE:

     The demised  premises is hereby  increased in size 14,400  rentable  square
     feet,  from 13,430  rentable  square feet to 27,830 rentable square feet as
     cross  hatched  on  Exhibit  "A-1" to this  Supplemental  Lease  Agreement.
     Therefore the demised  premises shall be changed to 27,830 square feet (see
     Exhibit "A" attached).

2.   TERM:

     The term of the original  Lease shall be renewed and extended for a further
     term commencing on March 1, 1993 and ending April 30, 1997.

3.   BASE RENTAL:

     The base monthly rental as described in Paragraph  2C(1) shall be $5,260.08
     per month until the commencement of the additional  14,400 square feet. The
     additional  14,400  square  feet  space  shall  commence  on May 17,  1993.
     Therefore,  the base monthly  rental  shall be  increased to $9,760.08  per
     month on May 17, 1993 and continue through April 30, 1997.

<PAGE>

4.   INTERIOR IMPROVEMENTS:

     Tenant accepts the Premises in its "As-Is"  condition  except that Landlord
     at  Landlord's  expense shall  re-carpet the offices  referenced on Exhibit
     "A-2", and repaint the office area also referenced on Exhibit "A-2". Tenant
     at Tenant's  expense will merge the electrical and gas services and pay for
     any other  improvements made on the Premises.  All improvements shall be by
     and in  accordance  with  Trammell  Crow Company  standard  specifications.
     Landlord  shall further give Tenant an allowance of $3,000.00 to go towards
     Tenant's  improvements.  This  will be paid  direct to  Landlord's  general
     contractor upon completion.

5.   RIGHT OF FIRST REFUSAL:

     If,  during  the  renewal  term of this  Lease,  the  space  consisting  of
     approximately  17,575 square feet which is outlined in red on Exhibit "A-3"
     to this Lease (the  "Additional  Space") shall become  available for lease,
     after  the  current  lease and  renewals  thereof  of such  space to Direct
     Technology Corporation,  and provided the Tenant has not been in default of
     any of the terms,  provisions and covenants of any Lease with Landlord, and
     has not assigned this Lease or sublet the premises (or a part hereof),  and
     Tenant, in Landlord's opinion,  demonstrates  sufficient  creditworthiness,
     Tenant  shall  have the right of first  refusal  to lease  the  "Additional
     Space".  Such right shall  operate as follows.  When a third party  becomes
     seriously  interested in the "Additional  Space" Landlord shall first offer
     in writing  (all and not part of) such  "Additional  Space" to Tenant.  If,
     within  five (5) days after  Landlord  gives  Tenant such  written  notice,
     Landlord  does not receive  notice in writing  that Tenant  elects to lease
     (all and not part of) the  "Additional  Space"  within five (5) days,  then
     Tenant's right to lease the "Additional  Space" shall terminate and expire,
     and Tenant shall have no further rights pursuant to this  paragraph.  It is
     agreed and understood that the rental rate for the "Additional Space" shall
     be no more than $4.70 per square foot excluding taxes, insurance and common
     area maintenance, and leased on an "as-is" basis.

6.   BROKER:

     Tenant  requested  and agrees that this  renewal and  expansion is a direct
     transaction and that no outside brokers fee is earned or due.

7.   This   Supplemental   Lease  Agreement  is  contingent  on  the  successful
     termination  of Direct  Technology  Corporation  on the 14,400  square foot
     space.


<PAGE>

All  other  terms  and  conditions  of the Lease  shall  remain  in  effect  and
unchanged.

CROW MARKISON 22-27, LIMITED PARTNERSHIP
By: Trammell Crow Dallas Industrial, Inc. Agent

By:_____________________________________      Witness:__________________________

Title:__________________________________      Title:____________________________



WEB TECHNOLOGY, INC.

By:_____________________________________      Witness:__________________________

Title:__________________________________      Title:____________________________

<PAGE>

                                   EXHIBIT "A"
                                LEGAL DESCRIPTION

BEING approximately  27,830 square feet out of an approximate 45,405 square foot
facility,  commonly known as Northgate Phase II, Building 24 located on Markison
in Dallas, Texas, and situated on a tract of land described as follows:

BEING 5.798 acres of land in the H. HUSTEAD SURVEY, Abstract No. 587, being part
of City  Block  8088,  also  being  known as part of Block  B/8088 of  NORTHGATE
BUSINESS PARK - PHASE II, an addition to the City of Dallas, Texas, according to
the Revised Map thereof recorded in Volume 84171,  Page 3124 of the Deed Records
of Dallas County, Texas, and being more particularly described as follows:

BEGINNING  at the  intersection  of the  Northeast  line of  Markison  Road (56'
R.O.W.),  and the  Southeast  R.O.W.  line of Vista Park Road (56'  R.O.W.) said
point also being the  beginning of a curve to the right,  having a central angle
of 50(degree)26'54", a radius of 202.00 feet, and tangent of 95.16 feet;

THENCE,  Northeasterly  along said curve to the right, an arc distance of 177.86
feet to a point of tangency,  said point being in the Southeast  R.O.W.  line of
Vista Park Road (56' R.O.W.);

THENCE, N 89(degree)  34'00" E, along said South R.O.W. line of Vista Park Road,
a distance of 532.38 feet, said point also being the beginning of a curve to the
right, having a central angle of 90(degree)02'05", a radius of 20.00 feet, and a
tangent of 20.01 feet;

THENCE,  Southeasterly  along said Southwest  R.O.W. of Vista Park Road and said
curve to the right, an arc distance of 31.43 feet to a point of tangency;

THENCE, S 00(degree) 23'55" E, along said West R.O.W. line of Vista Park Road, a
distance of 471.24  feet to a point,  said point also being the  beginning  of a
curve to the  right,  having a central  angle of  39(degree)31'0l",  a radius of
202.00 feet, and a tangent of 72.56 feet;

THENCE,  Southwesterly  along said Southwest R.O.W.  line of Vista Park Road and
said curve to the right an arc  distance of 139.32 feet to a  non-tangent  point
for a corner;

THENCE,  N 500 52'54" W, along said  Northeast  R.O.W.  line of Markison Road, a
distance  of 858.05 feet to the POINT OF  BEGINNING  and  CONTAINING  252,572.84
Square Feet or 5.798 Acres of Land.


<PAGE>

                            THIRD AMENDMENT TO LEASE

*STATE OF TEXAS

                                                 *KNOW ALL MEN BY THESE PRESENTS

*COUNTY OF DALLAS

     THIS THIRD  AMENDMENT  TO LEASE  AGREEMENT  is made and entered into by and
between MARKISON VISTA JOINT VENTURE ("LANDLORD") and. AETRIUM - WEB TECHNOLOGY,
LP ("TENANT").

                               W I T N E S S E T H

     WHEREAS,  on or about  December  19,  1987,  Crow-Markison  22-27,  Limited
Partnership and Web Technology,  Inc.  entered into that certain Lease Agreement
(the  "Lease")  pertaining  to  approximately  13,430  square feet of space (the
"Leased  Premises")  the Leased  Premises  being located at 10501 Markison Road,
Dallas, Texas; and

     WHEREAS, on or about April 22, 1993 Crow-Markison 22-27 Limited Partnership
and Web  Technology,  Inc.  entered into that First Amendment to Lease Agreement
whereby among other things,  the Lease Term was extended and the Leased Premises
were increased to 27,830 square feet of space; and

     WHEREAS,  all rights,  title,  and  interest in the property and said Lease
have been assigned to Markison Vista Joint Venture; and

     WHEREAS,  on or about  December 5, 1996 Landlord and Web  Technology,  Inc.
entered  into that  Second  Amendment  to lease  agreement  whereby  among other
things, the Lease Term was extended; and

     WHEREAS, on or about April 1, 1998 Web Technology,  Inc. assigned the Lease
to Aetrium - Web Technology, LP; and

     WHEREAS,  the parties  hereto  desire to amend the Lease upon the terms and
conditions set forth below:

     NOW THEREFORE, For Ten and no/100 dollars ($10.00) in hand paid to each and
other good and valuable  consideration,  the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree to amend the Lease as follows:

1.   The Lease term shall be extended so that the  expiration  date of the Lease
     will be April 30, 2003.

2.   The Base  Rent as  described  in  Paragraph  2C(1)  shall be  increased  to
     $12,756.00 per month. The rental increase to begin on May 1, 2000.


<PAGE>

3.   Early Termination Election:  Tenant may at Tenant's election terminate this
     Lease prior to the expiration of the Lease term as set forth in Paragraph 1
     on April 30, 2001 or April 30, 2002,  ("Early  Termination  Date") upon the
     terms and conditions set forth herein.

     (i)  Tenant shall give Landlord written notice of its election to terminate
          this Lease at least six (6) months prior to the Early Termination Date
          upon which termination shall become effective, and

     (ii) No event of  default  by  Tenant or no event  that with  notice or the
          passage  of time,  or both,  would  constitute  an event of default by
          Tenant shall have occurred on or before the Early Termination Date.

     (iii)Concurrent  with the  giving of notice  under  Paragraph  3(i)  above,
          Tenant  shall  pay to  Landlord  in  cash  the  sum of  $12,756.00  if
          termination is April 30, 2001.

     (iv) Concurrent  with the  giving of notice  under  Paragraph  3(i)  above,
          Tenant  shall pay to  Landlord  in cash the amount of the  unamortized
          Tenant  Improvement  Allowance incurred by Landlord in connection with
          this  Lease  using an  interest  factor  of 12% per  annum.  By way of
          example if the amount is $27,830.00  the  unamortized  amount at April
          30,  2001  would  be  $19,637.00  and  at  April  30,  2002  would  be
          $10,404.00.

6.   Landlord  will provide  Tenant with an allowance  of up to  $27,830.00  for
     Tenant  Improvements  to be  installed in the Leased  Premises.  All Tenant
     Improvements  are subject to the prior  written  consent of Landlord  which
     consent shall not be unreasonably withheld. Unless Landlord notifies Tenant
     at the time the Tenant Improvements are submitted to Landlord that they are
     to be removed at the  termination of the Lease and restored to the existing
     condition,  then  Tenant  shall  have no  obligation  to remove  the Tenant
     Improvements  at the  termination  of the  Lease.  Upon  the  receipt  of a
     notarized  Affidavit  stating  that  payment has been made for all work and
     materials and which  includes (1) true and correct  copies of releases from
     all  contractors  and  suppliers  of  work  and  materials  and  (2)  other
     construction  costs,  Landlord will pay to Tenant such amount within thirty
     (30) days.

7.   Right of First Refusal.

I. Landlord and Tenant  acknowledge  that 10515 Markison Road containing  17,575
square feet is immediately adjacent to the Premises  (hereinafter referred to as
"Adjacent Premises").

II. In the event that the Adjacent  Premises  become  available,  Landlord shall
notify Tenant of the availability of the Adjacent Premises.

III. If Tenant within ten (10) business days after receipt of Landlord's  notice
as set forth in Paragraph 7 II above,  indicates,  in writing,  its agreement to
lease the Adjacent Premises, then the Adjacent Premises shall be included within
the  Premises and leased to Tenant at the rent per square foot  currently  being
paid by Tenant and  otherwise  pursuant to the  provisions of this lease without
any  obligations on the part of the Landlord to make any alterations or repairs,
and to  afford  any rent  abatement  and  without  any  contingency  provisions.
However,  the rent  attributable to the Adjacent  Premises shall be added to the
rent  payable  under  this  Lease.  The  parties  shall  immediately  execute an
amendment to this lease stating the addition of the Adjacent Premises.


<PAGE>

IV. If the  Tenant  does not  deliver  a notice,  in  writing,  within  ten (10)
business days of receipt of Landlord's said notice,  as set forth in Paragraph 7
II above,  indicating  its  agreement to lease the Adjacent  Premises,  Landlord
thereafter  shall  have the right to lease the  Adjacent  Premises  to any third
party or parties and there shall be no further  obligation in the future to give
Tenant any notice to lease or Right of First Refusal.

8.   Landlord  hereby agrees to pay a real estate fee in the amount of $6,888.24
     to The Staubach Company,  payable upon Landlord's return delivery to Tenant
     of fully  executed  originals of this Third  Amendment to Lease.  A further
     real estate fee of $6,888.24  shall be payable to The  Staubach  Company on
     April 30,  2001 and April 30,  2002 in the event  Tenant  does not elect to
     terminate as provided for in this  Amendment,  it being the intention  that
     The Staubach  will be paid a real estate fee only for each period that this
     Amendment is in effect.

9.   Except as modified herein, the Lease remains in full force and effect.

     Executed this ___ day of December, 1999.

                    MARKISON VISTA JOINT VENTURE


                    BY:_____________________________________________
                       Roy H. Greenberg, Board Member



                    AETRIUM-WEB TECHNOLOGY, LLP

                    BY:_____________________________________________

                    ITS:____________________________________________

<PAGE>



                            SECOND AMENDMENT TO LEASE

*STATE OF TEXAS

                                                 *KNOW ALL MEN BY THESE PRESENTS

*COUNTY OF DALLAS

     THIS SECOND  AMENDMENT  TO LEASE  AGREEMENT is made and entered into by and
between  MARKISON  VISTA JOINT VENTURE  ("LANDLORD")  and WEB  TECHNOLOGY,  INC.
("TENANT").

                               W I T N E S S E T H

     WHEREAS,  on or about  December  19,  1987,  Crow-Markison  22-27,  Limited
Partnership  and Tenant entered into that certain Lease  Agreement (the "Lease")
pertaining to approximately  13,430 square feet of space (the "Leased Premises")
the Leased Premises being located at 10501 Markison Road, Dallas, Texas; and

     WHEREAS, on or about April 22, 1993 Crow-Markison 22-27 Limited Partnership
and Tenant entered into that First  Amendment to Lease  Agreement  whereby among
other  things,  the  Lease  Term  was  extended  and the  Leased  Premises  were
increased; and

     WHEREAS,  all rights,  title,  and  interest in the property and said Lease
have been assigned to Markison Vista Joint Venture; and

     WHEREAS,  the parties  hereto  desire to amend the Lease upon the terms and
conditions set forth below:

     NOW THEREFORE, For Ten and no/l00 dollars ($10.00) in hand paid to each and
other good and valuable  consideration,  the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree to amend the Lease as follows:

1.   The Lease term shall be extended so that the  expiration  date of the Lease
     will be April 30, 2000.

2.   The Base  Rent as  described  in  Paragraph  2C(1)  shall be  increased  to
     $11,596.00 per month. The rental increase to begin on May 1, 1997.

3.   Early Termination Election:  Tenant may at Tenant's election terminate this
     Lease prior to the expiration of the Lease term as set forth in Paragraph 1
     on April 30, 1999, ("Early Termination Date") upon the terms and conditions
     set forth herein.

     (i)  Tenant shall give Landlord written notice of its election to terminate
          this Lease at least six (6) months prior to the Early Termination Date
          upon which termination shall become effective, and


<PAGE>

     (ii) No event of  default  by  Tenant or no event  that with  notice or the
          passage  of the,  or both,  would  constitute  an event of  default by
          Tenant shall have occurred on or before the Early Termination Date.

4.   Landlord hereby agrees to pay a real estate fee in the amount of $12,523.68
     to The Stauback Company,  payable upon Landlord's return delivery to Tenant
     of fully executed  originals of this Second  Amendment to Lease.  If Tenant
     has not delivered a written notice to terminate the Lease as of October 30,
     1998, then Landlord will pay an additional real estate fee in the amount of
     $6,261.84 to The Staubach Company, payable immediately.

5.   Except as modified herein, the Lease remains in full force and effect.

     Executed this ___ day of December, 1996.

                            MARKISON VISTA JOINT VENTURE

                            BY:________________________________
                               Roy H. Greenberg, Board Member



                            WEB TECHNOLOGY, INC.

                            BY:________________________________

                            ITS:_______________________________