Exhibit 10.12

                                OFFICE LEASE

                                     at

                                LINCOLN PLAZA

                                   Between

                  METROPOLITAN LIFE INSURANCE COMPANY (LANDLORD)

                                     And

                     GREAT SOUTHERN LIFE INSURANCE COMPANY (TENANT)


                             DATED: February 19, 1997





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                                 TABLE OF CONTENTS




ARTICLE ONE - BASIC LEASE PROVISIONS .  . . . . . . . . . . . . . . . . . 1
         1.01     BASIC LEASE PROVISIONS . . . . . . . . . . . . . . . . .1
         1.02     ENUMERATION OF EXHIBITS . . . . . . . . . . . . . . . . 1
         1.03     DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE  TWO - PREMISES, TERM AND FAILURE TO GIVE POSSESSION . . . . .. . 3
         2.01     LEASE OF PREMISES . . . . . . . . . . . . . . . . . ..  3
         2.02     TERM . . . . . . . . . . . . . . . . . . . . . . . . . .3
         2.03     FAILURE TO GIVE POSSESSION . . . . . . . . . . . . . . .3
         2.04.    CONDITION OF PREMISES . . . . . . . . . . . . . . . ..  3

ARTICLE THREE - RENT . . . . . . . . . . . . . . . . . . . . .      . . ..3

ARTICLE  FOUR - RENT ADJUSTMENT . . . . . . . . . . . . . . . .. . . . . .4
         4.01     RENT ADJUSTMENT . . . . . . . . . . . . . . . . . .. . .4
         4.02     ELECTRICAL COSTS . . . . . . . . . . . . . . . . . .. . 4
         4.03     PROCEDURE . . . . . . . . . . . . . . . . . . . . . . . 4
         4.04     BOOKS AND RECORDS . . . . . . . . . . . . . . . . . ..  4
         4.05     PARTIAL OCCUPANCY . . . . . . . . . . . . . . . . . ..  4

ARTICLE  FIVE - SECURITY DEPOSIT . . . . . . . . . . . . . . . . . . . . .5

ARTICLE  SIX - SERVICES . . . . . . . . . . . . . . . . . . . . . . . ..  5
         6.01     LANDLORD'S GENERAL SERVICES . . . . . . . . . . . . . . 5
         6.02     ELECTRICAL SERVICES . . . . . . . . . . . . . . . . . . 5
         6.03     ADDITIONAL AND AFTER-HOUR SERVICES . . . . . . . . . . .6
         6.04     TELEPHONE SERVICES . . . . . . . . . . . . . . . ..  . .6
         6.05     DELAYS IN FURNISHING SERVICES . . . . . . . . . . .. .  6

ARTICLE SEVEN - POSSESSION, USE AND CONDITION OF PREMISES . . .  . . . . .6
         7.01     POSSESSION AND USE OF PREMISES . . . . . . . . . . .. . 6
         7.02     LANDLORD ACCESS TO PREMISES . .  . . . . . . . .        7
         7.03     QUIET ENJOYMENT . . . . . . . .  . . . . . . . .        7

ARTICLE EIGHT - MAINTENANCE . . . . . . . . . . .  . . . . . . . ..  . . .8
         8.01     LANDLORD'S MAINTENANCE . . . . . . . . . . . . . .  . . 8
         8.02     TENANT'S MAINTENANCE . . . . . . . . . . . . . . . . . .8

ARTICLE NINE - ALTERATIONS AND IMPROVEMENTS . . .  . . . . . . . . . . . .8
         9.01     TENANT'S ALTERATIONS . . . . . . . . . . . . . . . . . .8
         9.02     LIENS . . . . . . . . . . . . . . . . . . . . . . . . . 9

ARTICLE TEN - ASSIGNMENT AND SUBLETTING . . . . .  . . . . . . . . . . . .9
         10.01    ASSIGNMENT AND SUBLETTING . . . . . . . . . . . . . ..  9
         10.02    RECAPTURE . . . . . . . . . . . . . . . . . . . . ..  . 9
         10.03    EXCESS RENT . . . . . . . . . . .   . . . . . . . . ..  9
         10.04    TENANT LIABILITY . . . . . . . . . . . . . . . . . .. . 9
         10.05    ASSUMPTION AND ATTORNMENT . . . . . . . . . . . . . . .10
ARTICLE ELEVEN - DEFAULT AND REMEDIES . . . . . . . .. . . . . . . . . . 10
         11.01    EVENTS OF DEFAULT . . . . . . . . . . . . . . . . . . .10
         11.02    LANDLORD'S REMEDIES . . . . . . . . . . . . . . . .. . 10
         11.03    ATTORNEY'S FEES . . . . . . . . . . . . . . . . . ..  .11
         11.04    BANKRUPTCY . . . . . . . . . . . . . . . . . . . . ..  11

ARTICLE TWELVE - SURRENDER Of PREMISES . . . . . . .  . . . . . . . . . .11
         12.01    IN GENERAL . . . . . . . . . . . . . . . . . . . . . . 11
         12.02    LANDLORD'S RIGHTS . . . . . . . . . . . . . . . . . . .11

ARTICLE THIRTEEN - HOLDING OVER . . . . . . . . . . .. . . . . . . . .. .12

ARTICLE FOURTEEN - DAMAGE BY FIRE OR OTHER CASUALTY .. . . . . . . . . . 12
         14.01    SUBSTANTIAL UNTENANTABILITY . . . . . . . . . . . . . .12
         14.02    INSUBSTANTIAL UNTENANTABILITY . . . . . . . . . . .. . 12
         14.03    RENT ABATEMENT . . . . . . . . . . . . . . . . . .. .  12

ARTICLE FIFTEEN - EMINENT DOMAIN . . . . . . . . . .  . . . . . . . . . .12
         15.01    TAKING OF WHOLE OR SUBSTANTIAL PART . . . . . . . . . .12
         15.02    TAKING OF PART . . . . . . . . . . . . . . . . . . . . 12
         15.03    COMPENSATION . . . . . . . . . . . . . . . . . . . . . 13

ARTICLE SIXTEEN - INSURANCE . . . . . . . . . . . . .  . . . . . . . . . 13
         16.01    TENANT'S INSURANCE . . . . . . . . .   . . . . . . . . 13
         16.02    FORM OF POLICIES . . . . . . . . . . . . . . . . . . . 13
         16.03    LANDLORD'S INSURANCE . . . . . . . . . . . . . . . .. .13
         16.04    WAIVER OF SUBROGATION . . . . . . . . . . . . . . . . .13
         16.05    NOTICE OF CASUALTY . . . . . . . . . . . . . . . . . . 14

ARTICLE SEVENTEEN - WAIVER OF CLAIMS AND INDEMNITY . . .. . . . . . . . .14
         17.01    WAIVER OF CLAIMS . . . . . . . . . . . . . . . . . .. .14
         17.02    INDEMNITY BY TENANT . . . . . . . . . . . . . . . .. . 14

ARTICLE  EIGHTEEN - RULES AND REGULATIONS . . . . . . . . . . . . . . . .14
         18.01    RULES . . . . . . . . . . . . . . . . . . . . . . ..  .14
         18.02    ENFORCEMENT . . . . . . . . . . . . .   . . . . . . .  14


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ARTICLE  NINETEEN - LANDLORD'S RESERVED RIGHTS . . .  . . . . . . . . . .14
         19.01    RESERVED RIGHTS . . . . . . . . . . . . . . . . . . .  14

ARTICLE  TWENTY - ESTOPPEL CERTIFICATE . . . . . . .  . . . . . . . .. . 15
         20.01    IN GENERAL . . . . . . . . . . . .  . . . . . . . . . .15
         20.02    ENFORCEMENT . . . . . . . . . . . .. . . . . . . . . . 15

ARTICLE  TWENTY-ONE - RELOCATION OF TENANT . . . . .  . . . . . . . . . .15

ARTICLE  TWENTY-TWO - REAL ESTATE BROKERS . . . . . .. . . . . . . . . . 15

ARTICLE  TWENTY-THREE - MORTGAGEE PROTECTION . . . .  . . . . . . . .. . 15
         23.01    SUBORDINATION AND ATTORNMENT . . .  . . . . . . . .. . 15
         23.02    MORTGAGEE PROTECTION . . . . . . .  . . . . . . . . . .15

ARTICLE  TWENTY-FOUR - NOTICES . . . . . . . . . . .  . . . . . . . .. . 16

ARTICLE  TWENTY-FIVE - MISCELLANEOUS . . . . . . . .  . . . . . . . . . .16
         25.01    LATE CHARGES . . . . . . . . . . .  . . . . . . . . . .16
         25.02    WAIVER OF JURY TRIAL . . . . . . .  . . . . . . . . . .16
         25.03    DEFAULT UNDER OTHER LEASE . . . . .. . . . . . . . . . 16
         25.04    OPTION . . . . . . . . . . . . . . . . . . . . . .. . .16
         25.05    TENANT AUTHORITY . . . . . . . . .  . . . . . . . . . .16
         25.06    ENTIRE AGREEMENT . . . . . . . . .  . . . . . . . . . .16
         25.07    MODIFICATION OF LEASE FOR BENEFIT OF MORTGAGEE  . . . .17
         25.08    EXCULPATION . . . . . . . . . . . . . . . . . .. . . . 17
         25.09    ACCORD AND SATISFACTION . . . . . . . . . . . . . . . .17
         25.10    LANDLORD'S OBLIGATIONS ON SALE OF BUILDING . .  . .. . 17
         25.11    BINDING EFFECT . . . . . . . . . . . . . . . . .. .. . 17
         25.12    CAPTIONS . . . . . . . . . . . . . . . . . . . .. . . .17
         25.13    APPLICABLE LAW . . . . . . .  . . . . . . . . .  . ..  17
         25.14    ABANDONMENT . . . . . . . . . . . . . . . . . .  . . . 17
         25.15    LANDLORD'S RIGHT TO PERFORM TENANT'S DUTIES . . .. ..  17

                                   ii


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                                  OFFICE LEASE

                                   ARTICLE ONE
                             BASIC LEASE PROVISIONS

1.01     BASIC LEASE  PROVISIONS  - In the event of any conflict  between  these
         Basic Lease Provisions and any other Lease provision,  such other Lease
         provision shall control.

(1)      BUILDING AND ADDRESS:      One Lincoln Plaza, 500 N. Akard, Dallas,
         Texas 75201.

(2) LANDLORD: Metropolitan Life Insurance Company, a New York corporation.

(3)      TENANT:

         (a) Name: Great Southern Life Insurance Company

         (b) State of incorporation or partnership: Texas

(4)      DATE OF LEASE: February 19, 1997

(5)      LENGTH OF LEASE TERM: approximately 120 months.


(6)      PROJECTED COMMENCEMENT DATE: June 1, 1997

(7)      PROJECTED EXPIRATION DATE: May 31, 2007

(8)      BASE RENT.

  Period from/to  Monthly           Annually          Rate/SF of Rentable Area

  Months 1-120                       $58,230.67        $698,768.00       $14.00

(9)      PREMISES: SUITE NO. 5000

         49,912 SQUARE FEET OF RENTABLE AREA (approx.)

         47,930 SQUARE FEET OF USABLE AREA (approx.)

(10)     SECURITY DEPOSIT: $0.00

(11) TENANT'S USE OF PREMISES: General office use.

1.02     ENUMERATION OF EXHIBITS

The  exhibits  and  riders  set  forth  below  and  attached  to this  Lease  or
incorporated in this Lease by this reference:

EXHIBIT A. Legal Description of Land
EXHIBIT B. Plan of Premises
EXHIBIT C. Workletter Agreement
EXHIBIT D. Rules and Regulations
EXHIBIT E. Parking
EXHIBIT F. Renewal Option
EXHIBIT G. Termination Option
EXHIBIT H. Subordination, Non-Disturbance and Attornment Agreement
EXHIBIT I. Right of First Refusal
EXHIBIT J. Right to Lease Additional Space

1.03 DEFINITIONS

For purposes hereof, the following terms shall have the following meanings:

AFFILIATE:  Any corporation or other business entity which is currently owned or
controlled  by, owns or controls,  or is under common  ownership or control with
Tenant.

ALLOWANCE:  "Allowance"  shall mean an amount  equal to the product of $12.25
times the number of square  feet of  Rentable  Area included in the Premises.
Tenant may use the allowance for furniture, fixtures and equipment and
installation and cable costs.

BUILDING: The "Building" shall mean the office building located upon the Land.

CENTRE: (Not Applicable).

COMMENCEMENT  DATE:  The date  specified in Section  1.01(6) as the Projected
Commencement  Date,  unless changed by operation of Article Two.

COMMON AREAS:  All areas of the Real  Property  made  available by Landlord from
time to time  for the  general  common  use or  benefit  of the  tenants  of the
Building,  and their  employees  and  invitees,  or the  public,  as such  areas
currently exist and as they may be changed from time to time.

DECORATION:  Tenant Alterations which do not require a building permit and which
do not involve any of the  structural  elements of the  Building,  or any of the
Building's system, including,  without limitation,  Its electrical,  mechanical,
plumbing and security and life/safety systems.

DEFAULT RATE: The maximum interest rate permitted by law.

ENVIRONMENTAL  LAWS: Any Law governing the use, storage,  disposal or generation
of any Hazardous  Material,  including  without  limitation,  the  Comprehensive
Environmental  Response  Compensation  and Liability Act of 1980, as amended and
the Resource Conservation and Recovery Act of 1976, as amended.

EXPENSE STOP: The sum of $5.50 per square foot of Rentable Area in the Building.

EXPIRATION DATE: The date specified in Section 1.01(7) unless changed by
operation of Article Two.

                                  1


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FORCE  MAJEURE:  Any  accident,  casualty,  act of God, war or civil  commotion,
strike or labor troubles,  or any cause whatsoever beyond the reasonable control
of Landlord,  including,  but not limited to, energy  shortages or  governmental
preemption in connection with a national  emergency,  or by reason of government
laws or any rule,  order or regulation of any department or subdivision  thereof
or any governmental  agency, or by reason of the conditions of supply and demand
which have been or are affected by war or other emergency.

HAZARDOUS  MATERIAL:  Such  substances,  material and wastes which are or become
regulated under any  Environmental  Law; or which are classified as hazardous or
toxic under any  Environmental  Law; and  explosives  and firearms,  radioactive
material, asbestos, and polychlorinated biphenyls.

INDEMNITIES:  Collectively,  Landlord,  any  Mortgagee  or ground  lessor of the
Property,  the  property  manager and the leasing  manager for the  Property and
their respective directors, officers, agents and employees.

INITIAL IMPROVEMENTS: "Initial Improvements", when used herein, shall mean those
improvements  or remodeling to the Premises,  if any, which  Landlord  agrees to
provide according to the Workletter attached hereto as Exhibit "C".

LAND: The parcels of real estate on which the Building is located, as legally
described in Exhibit "A" attached hereto.

LAWS: All laws, ordinances, rules, regulations and other requirements adopted by
any  governmental  body, or agency or department  having  jurisdiction  over the
Property, the Premises or Tenant's activities at the Premises and any covenants,
conditions or restrictions of record which affect the Property.

LEASE: This instrument and all exhibits and riders attached hereto, as may be
amended from time to time.

LEASE YEAR:  The twelve  month  period  beginning  on the first day of the first
month following the Commencement Date (unless the Commencement Date is the first
day of a calendar month in which case beginning on the  Commencement  Date), and
each subsequent twelve month, or shorter, period until the Expiration Date.

MONTHLY BASE RENT: The monthly rent specified in Section 1.01(8).

MORTGAGEE: Any holder of a mortgage, deed of trust or other security instrument
encumbering the Property.

NATIONAL  HOLIDAYS:  New Year's Day,  Memorial  Day,  Independence  Day,  Labor
Day,  Thanksgiving  Day and Christmas Day and other
holidays recognized by the Landlord.

OPERATING EXPENSES:  Operating Expenses shall mean all direct and indirect costs
and  expenses  in each  calendar  year  of  operating,  maintaining,  repairing,
managing and owning the  Property  plus all  operating  expenses of the Exterior
Common Areas  (defined  below) plus Taxes,  but exclusive of  electrical  costs.
Operating  Expenses  shall  not  include  the  cost  of  capital   improvements,
depreciation,  interest,  lease commissions,  principal payments on mortgage and
other non-operating debts of Landlord, and Landlord's general and administrative
expenses  and  overhead.   Operating  Expenses  shall,   however,   include  the
amortization  of capital  improvements  which are  primarily  for the purpose of
reducing Operating Expenses, or which are required by governmental  authorities.
"Exterior  Common  Areas"  shall mean that  portion of the  Property  (and other
tracts of real property  comprising the multi-building  project in the event the
Building is located in such a project) which are not located within the Building
(or other  building in a  multi-building  project)  and which are  provided  and
maintained  for the  common  use and  benefit  of  Landlord  and  tenants of the
Building (or multi-building  project) generally and the employees,  Invitees and
licensees  of Landlord  and such  tenants;  including  without  limitation,  all
parking areas (enclosed or otherwise) and all streets, sidewalks,  walkways, and
landscaped areas.

PREMISES: The space located in the Building, described In Section 1.01(9) and
depicted on Exhibit "B" attached hereto.

PROPERTY:  The Building,  the Land, any other Improvements  located on the Land,
including, without limitation, any parking structures and the personal property,
fixtures,  machinery,  equipment,  system  and  apparatus  located in or used in
conjunction with any of the foregoing.

REAL PROPERTY: The Property excluding any personal property.

RENT:  Collectively,  Monthly Base Rent, Rent Adjustments and all other charges,
payments,  late fees or other  amounts  required to be paid by Tenant under this
Lease.

RENTABLE AREA OF THE BUILDING (existing as of the date of this Lease): 1,109,081
square feet.

RENTABLE AREA OF THE PREMISES: The amount of square footage set forth in Section
1.01(9),  which represents the sum of (1) the "Usable Areas" within the Premises
(i.e.,  the gross area enclosed by the surface of the exterior glass walls,  the
mid-point  of any  walls  separating  portions  of the  Premises  from  those of
adjacent tenants, the slab penetration line of all walls separating the Premises
from Service Areas and the corridor side of walls  separating  the Premises from
Common  Areas) plus (2) a pro rate port of the Common Areas within the Building,
such proration to be based upon the ratio of the Usable Area within the Premises
to the total  Usable  Area within the  Building  existing as of the date of this
Lease,  including  the area  encompassed  by any  columns  or  other  structural
elements  which provide  support to the Premises  and/or the Building.  Rentable
Area shall not include any Service Areas.  The estimates of Rentable Area within
the  Premises  and in the  Building  may be revised at  Landlord's  election  if
Landlord's  architect  determines such estimate to be inaccurate in any material
degree after  examination  of the final "as built"  drawings of the Premises and
the Building, and the Base Rental shall be adjusted accordingly,  based upon the
rate per square foot of Rentable Area specified in section 1.01(8) hereof.

RENT ADJUSTMENT:  Any amounts owed by Tenant for payment of Operating  Expenses.
The Rent Adjustments shall be determined and paid as provided in Article Four.

SECURITY DEPOSIT: The funds specified in Section 1.01(10),  if any, deposited by
Tenant with  Landlord as security for Tenant's  performance  of its  obligations
under this Lease.

SERVICE AREAS:  "Service  Areas" shall mean those areas within the outside watts
used for building stairs, elevator shafts, flues, vents, stacks, pipe shafts and
other  vertical  penetrations  (but  shall not  include  any such  areas for the
exclusive use of a particular tenant).

SHELL  IMPROVEMENTS:  "Shell  Improvements"  shall  mean (I)  lay-in  acoustical
ceiling  grid with  acoustical  ceiling tile in the  Premises;  (II) central air
conditioning  and heating ducts and diffusers in a placement  deemed  typical by
Landlord  and (III)  lay-in  fluorescent  light  fixtures in a placement  deemed
typical by Landlord.

SUBSTANTIALLY  COMPLETE: The completion of the initial improvements,  except for
minor   insubstantial   details  of   construction,   decoration  or  mechanical
adjustments  which remain to be done,  as verified  and mutually  agreed upon by
Tenant's architect and Landlord's architect.



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TAXES: All federal, state and local governmental taxes,  assessments and charges
of every kind or nature,  whether general,  special,  ordinary or extraordinary,
which Landlord shall pay or become, obligated to pay because of or in connection
with the ownership, leasing, management, control or operation of the Property or
any of its components,  or any personal  property used in connection  therewith,
which  shall also  include any rental or similar  taxes  levied in lieu of or in
addition to general real and/or personal  property taxes.  For purposes  hereof,
Taxes for any year shall be Taxes  which are  assessed  or become a lien  during
such year,  whether or not such  taxes are  billed and  payable in a  subsequent
calendar  year.  There shall be included in Taxes for any year the amount of all
fees, costs and expenses (including reasonable attorneys' fees) paid by Landlord
during such year in seeking or obtaining any refund or reduction of taxes. Taxes
for any year shall be reduced  by the net amount of any tax refund  received  by
Landlord  attributable  to  such  year.  If  a  special  assessment  payable  in
installments  is levied  against  any part of the  Property,  Taxes for any year
shall include only the installment of such  assessment and any Interest  payable
or paid  during  such  year.  Taxes  shall  not  include  any  federal  or state
Inheritance,  general income,  franchise, gift or estate taxes, except that if a
change  occurs In the method of  taxation  resulting  In whole or in part in the
substitution of any such taxes, or any other assessment,  for any Taxes as above
defined, such substituted taxes or assessments shall be included in the Taxes.

TENANT ALTERATIONS:  Any alterations,  improvements,  additions,  installations
or construction in or to the Premises or any Building systems serving the
Premises pursuant to Section 9.01.

TENANT DELAY:  Any event or occurrence caused by Tenant which delays the
competition of the initial  improvements,  as described in
the Workletter.

TERM: The term of this Lease commencing on the Commencement Date and expiring on
the Expiration Date.

TERMINATION  DATE: The Expiration Date or such earlier date as this Lease
terminates or Tenant's right to possession of the Premises terminates.

WORKLETTER: The Agreement regarding the manner of completion of the initial
improvements, attached hereto as Exhibit "C".

                                   ARTICLE TWO
                  PREMISES, TERM AND FAILURE TO GIVE POSSESSION


2.01     LEASE OF PREMISES

Landlord  hereby  leases to Tenant and Tenant  hereby  leases from  Landlord the
Premises  for the Term and upon the  conditions  provided in this Lease.  in the
event  Landlord  delivers  possession  of the  Premises  to Tenant  prior to the
Commencement  Date,  Tenant shall be subject to all of the terms,  covenants and
conditions  of this Lease (except with respect to the payment of Rent) as of the
date of such possession.

2.02     TERM

         (a) The  Commencement  Date shall be the date  which is the  earlier to
occur of:

                  (I) the  Projected  Commencement  Date  (provided  the initial
         improvements are Substantially Complete on or before such date; or

                  (II) May 1, 1997.

         (b)  Within  thirty  (30)  days   following   the   occurrence  of  the
Commencement  Date,  Landlord,  through its property  manager,  and Tenant shall
enter into an agreement  confirming  the  Commencement  Date and the  Expiration
Date.

2.03     FAILURE TO GIVE POSSESSION

If the  Landlord  shall be  unable to give  possession  of the  Premises  on the
Projected  commencement  Date  by  reason  of the  following:  (I)  the  initial
improvements are not Substantially  Complete (through no fault of Landlord),  or
(ii) the holding  over or  retention  of  possession  of any tenant,  tenants or
occupants, the Landlord shall not be subject to any liability for the failure to
give  possession on sold date.  Under such  circumstances  the rent reserved and
covenanted  to be paid herein  shall not  commence  until the  Premises are made
available to Tenant by Landlord and the initial  improvements are  Substantially
Complete,  and no such failure to give possession on the Projected  Commencement
Date shall  affect the validity of this Lease or the  obligations  of the Tenant
hereunder.  The Lease shall be amended so that the term shall be extended by the
period of time  possession is delayed.  The said Premises  shall be deemed to be
ready  for  Tenant's  occupancy  in  the  event  the  initial  improvements  are
Substantially  Complete, or if the delay in the availability of the Premises for
occupancy  shall be due to any Tenant Delay and/or default on the part of Tenant
and/or its  subtenant or  subtenants.  In the event of any dispute as to whether
the initial improvements are Substantially  Complete, the decision of Landlord's
architect shall be final and binding on the parties.

2.04     CONDITION OF PREMISES

Tenant shall notify  Landlord in writing within thirty (30) days after the later
of (I) Substantial  Completion of the initial improvements,  or (II) when Tenant
takes  possession of the  Premises,  of any  non-latent  defects in the Premises
claimed by Tenant or in the  materials or  workmanship  furnished by Landlord in
completing  the initial  improvements.  Except for defects stated in such notice
and latent defects  discovered  within the first twelve (12) months of the Term,
of which Tenant gives Landlord  notice within such time period,  Tenant shall be
conclusively  deemed to have  accepted  the  Premises  "AS IS" in the  condition
existing  on the date  Tenant  first  takes  possession,  and to have waived all
claims relating to the then existing  condition of the Premises.  Landlord shall
proceed  diligently to correct the defects stated in such notice unless Landlord
disputes the  existence of any such  defects.  In the event of any dispute as to
the existence of any such defects, the decision of Landlord's architect shall be
final and binding on the parties.  No  agreement of Landlord to alter,  remodel,
decorate,  clean or improve the Premises or the  Building and no  representation
regarding  the  condition of the Premises or the Building has been made by or on
behalf of Landlord to Tenant,  except as my be specifically stated in this Lease
or in the Workletter.

                                  ARTICLE THREE
                                      RENT

Tenant agrees to pay to Landlord at the property  management office specified in
Section 24(b)(1),  or to such other persons,  or at such other places designated
by Landlord,  without any prior demand  therefor in immediately  available funds
and without any  deduction  whatsoever,  Rent,  including,  without  limitation,
Monthly Base Rent and Rent  Adjustments in accordance with Article Four,  during
the Term. Monthly Base Rent shall be paid monthly in advance on the first day of
each month of the Term,  except that the first  installment of Monthly Base Rent
shall be paid by Tenant to Landlord concurrently with Tenant's execution of this
Lease.  Monthly Base Rent shall be prorated for partial  months within the Term.
Unpaid  Rent shall bear  interest  at the  Default  Rate from the date due until
paid. Tenant's covenant to pay Rent shall independent of every other covenant in
this Lease.


                                                                  3

<PAGE>




                                  ARTICLE FOUR
                                 RENT ADJUSTMENT

4.01     RENT ADJUSTMENT

The base Rent payable hereunder shall be adjusted ("Rent  Adjustment") from time
to time in accordance with the following provisions:

         Tenant's  base Rent is based,  in part,  upon the estimate  that annual
Operating  Expenses will be equal to the Expense Stop.  During the Term,  Tenant
shall pay as a Rent  Adjustment  hereunder  an amount  (per each  square foot of
Rentable Area within the Premises)  equal to the excess  ("Excess") from time to
time of Operating Expenses per square foot of Rentable Area in the Building over
the Expense Stop. Landlord may collect such additional Base Rent in arrears on a
yearly basis.  Landlord shall also have the option to make a good faith estimate
of the  excess  for each  upcoming  calendar  year  (or  remainder  thereof,  if
applicable)  and, upon thirty (30) days' written  notice to Tenant,  may require
the  monthly  payment  of Base  Rent to be  adjusted  in  accordance  with  such
estimate.  Any  amounts  paid  based on any such  estimate  shall be  subject to
adjustment  pursuant to Section 4.02 below when Operating Expenses are available
for such calendar year.

4.02     ELECTRICAL COSTS

Notwithstanding  anything  contained  in the  Lease to the  contrary,  Operating
Expenses shall not Include the cost of electricity,  but the Base Rent hereunder
shall be  increased by an amount equal to Tenant's pro rate share of the cost of
electricity to the Building ("Electrical Costs"),  which pro rate share shall be
equal to the product of (I) the Electrical  Costs and (II) the fraction having a
numerator equal to the Rentable Area of the Premises and a denominator  equal to
the  Rentable  Area in the  Building.  The  Electrical  Costs used to  calculate
Tenant's pro rate share as  heretofore  described  shall not include the cost of
any  extraordinary  electrical use by other tenants of the Building,  where such
costs are charged to such  tenants.  Landlord  may from time to time  deliver to
Tenant an invoice for such pro rate share of  Electrical  Costs and Tenant shall
make payment of such amount to Landlord within three (3) days of delivery of the
invoice.  Landlord  from time to time  shall also have the option to make a good
faith  estimate  of  Tenant's  pro rate share of the  Electrical  Costs for each
upcoming year and, upon thirty (30) days' written  notice to Tenant,  my require
the  monthly  payment  of Base  Rent to be  adjusted  in  accordance  with  such
estimate.  Any  amounts  paid  based on such an  estimate  shall be  subject  to
adjustment as hereafter  provided when actual Electrical Costs are available for
such year.

4.03     PROCEDURE

The following additional  provisions shall apply to Rent Adjustments per Section
4.01:

         (a) By April 1 of each calendar year during Tenant's  occupancy,  or as
soon  thereafter  as  practical,  Landlord  shall  furnish to Tenant a statement
("Landlord's  Statement") of Landlord's  Operating Expenses and Electrical Costs
for the previous  calendar year. If for any calendar year  additional  Base Rent
was  collected  for the prior  year,  as a result.  Of  Landlord's  estimate  of
Operating  Expenses and Electrical  Costs in excess of the additional  Base Rent
due during such prior year (as the case may be),  then Landlord  shall  promptly
refund to Tenant any  overpayment.  Likewise,  Tenant shall pay to Landlord,  on
demand,  any  underpayment  with  respect to the prior  year.  In no event shall
operating  Expenses  per square  foot of Rentable  Area  within the  Building be
deemed to be less than the Expense  Stop,  it being the intent of  Landlord  and
Tenant that  Tenant  shall at all times be  responsible  for the payment of, and
shall  pay,  not less then the  amount of Base  Rent for the  applicable  period
(before adjustment) specified in this Lease.

         (b) In the event that the Term  commences on a day other then January 1
or  terminates  on a day other than December 31, the Excess for that part of the
first (1st)  calendar  year or lost  calendar  year during the Term of the Lease
shall be determined as follows:

         (I) The Expense Stop shall be prorated  based upon the number of months
in such  partial  calendar  year.  With  respect to any partial  calendar  month
occurring  during such  partial  calendar  year,  the Expense Stop shall also be
prorated based upon the number of days in that partial calendar month.

         (II) The Excess, if any, for the applicable partial calendar year shall
then be the amount by which (A) actual  Operating  Expenses  per square  foot of
Rentable Area in the Building for such calendar  year,  prorated  based upon the
number of months and days in the applicable  partial  calendar year,  exceed (8)
the Expense Stop,  as prorated  pursuant to the  provisions  of this  Subsection
4.03(b).

         (III) With respect to a proration for the first (1st) calendar year and
in the event that Landlord's  estimate of the Operating  Expenses to be incurred
during such partial calendar year exceeds the Expense Stop, as prorated pursuant
to the  provisions of this  Subsection  4.03(b),  Landlord may, upon thirty (30)
days prior  written  notice to Tenant,  require the Monthly Base Rent  occurring
during  such  partial  calendar  year to be  adjusted  in  accordance  with such
estimate.

4.04     BOOKS AND RECORDS

Landlord  shall  maintain  books  and  records  showing  Operating  Expenses  in
accordance with generally accepted
accounting and management  practices,  consistently  applied.  The Tenant or its
representative  (which  representative  shall be a certified  public  accountant
licensed  to do business  in the state in which the  Property is located)  shall
have the right,  for a period of sixty (60) days  following  the date upon which
Landlord's Statement is delivered to Tenant, to examine the Landlord's books and
records  with  respect  to the items in the  foregoing  statement  of  Operating
Expenses during normal business hours,  upon written notice,  delivered at least
three (3)  business  days in  advance.  If Tenant  does not object in writing to
Landlord's  Statement within (60) days of Tenant's  receipt thereof,  specifying
the nature of the item in dispute  and the  reasons  therefor,  then  Landlord's
Statement  shall be considered  final and accepted by Tenant.  Any amount due to
the Landlord as shown on Landlords Statement,  whether or not disputed by Tenant
as provided herein shall be paid by Tenant when due as provided  above,  without
prejudice to any such written exception.

4.05     PARTIAL OCCUPANCY

Notwithstanding  any language in the lease or in this Article Four  seemingly to
the contrary,  Landlord may at Landlord's  sole election,  determine an estimate
Operating  Expenses  for any  calendar  year within the term by  increasing  the
variable  components of Operating Expenses to the amount which landlord projects
would  have been  incurred  had the  building  been  occupied  to the  extent of
ninety-five  (95%) of the  Rentable  Area therein  during all of the  applicable
calendar year. In such event,  the term  "Operating  Expenses",  as used in this
Article Four and in the lease,  shall include (I) the actual Operating  Expenses
incurred  during any  portion of such  calendar  year in which the  Building  is
occupied to the extent of ninety-five percent (95%) or more of the Rentable Area
therein, plus (ii) the Operating Expenses which would have been incurred had the
Building  been  occupied  to the  extent  of  ninety-five  percent  (95%) of the
Rentable  Area  therein;  and  Landlord  shall  have the  option of making  such
estimate in advance for any upcoming calendar year.

                                                                4


<PAGE>



                                  ARTICLE FIVE
                                SECURITY DEPOSIT

Tenant, concurrently with the execution of this Lease, shall pay to Landlord the
Security  Deposit.  The Security  Deposit may be applied by Landlord to cure any
default  of  Tenant  under  this  Lease,  and upon  notice by  Landlord  of such
application,  Tenant shall  replenish the Security  Deposit in full by paying to
Landlord  within ten (10) days of demand the amount so applied.  Landlord  shall
not pay any interest on the Security Deposit.  The Security Deposit shall not be
deemed an advance  payment of Rent,  nor a measure of damages for any default by
Tenant  under this Lease,  nor shall it be a bar or defense of any action  which
Landlord may at any time  commence  against  Tenant.  In the absence of evidence
satisfactory  to Landlord of an  assignment of the right to receive the Security
Deposit or the  remaining  balance  thereof,  Landlord  may return the  Security
Deposit to the original  Tenant,  regardless of one or more  assignments of this
Lease.  Upon the transfer of Landlord's  interest  under this Lease,  Landlord's
obligation to Tenant with respect to the security  deposit shall  terminate upon
assumption of such obligation by the transferee.

If Tenant  shall fully and  faithfully  comply  with all the terms,  provisions,
covenants,  and conditions of this Lease, the Security  Deposit,  or any balance
thereof, shall be returned to Tenant after the following:

         (a)      the expiration of the Term of this Lease;

         (b)      the removal of Tenant and its property from the Premises;

         (c)      the surrender of the Premises by Tenant to Landlord in
accordance with this Lease; and

         (d) the payment by Tenant of any outstanding Rent,  including,  without
limitation,  all Rent  Adjustments  due  pursuant  to the Lease as  computed  by
Landlord.


                                   ARTICLE SIX
                                    SERVICES

6.01     LANDLORD'S GENERAL SERVICES

So long as the Lease is in full  force and  effect  and Tenant has paid all Rent
then due, Landlord shall furnish the following services:

(1)      heat and  air-conditioning in the Premises,  Monday through Friday from
         8:00  A.M.  to 6:00  P.M.,  Saturday.  From  8:00  A.M.  to 1:00  P.M.,
         excluding  National  Holidays,  as necessary in  Landlord's  reasonable
         judgment for the  comfortable  occupancy  of the Premises  under normal
         business   operations,   subject  to  compliance  with  all  applicable
         voluntary and mandatory regulations and laws;

(2)      tempered and cold water for use in lavatories in common with other
         tenants from the regular supply of the Building;

(3)      customary cleaning and janitorial services in the Premises five (5)
         days per week, excluding National Holidays;

(4)      Washing of the outside  windows in the Premises  weather  permitting at
         intervals reasonably determined by Landlord;

(5)      automatic  passenger  elevator  service in common with other tenants of
         the  Building  and  freight  elevator  service  subject  to  reasonable
         scheduling by Landlord and payment of Landlord's standard charges;

(6)      all  Building  Grade  fluorescent  bulb  replacement  in  the  Premises
         necessary  to  maintain  the  lighting  provided as a part of the Shell
         Improvements and fluorescent and  incandescent  bulb replacement in the
         Common Areas and Service Areas; and

(7)      routine  maintenance and electric Lighting service for all Common Areas
         and  Service  Areas of the  Building  in the  manner  and to the extent
         deemed by Landlord to be standard.

6.02     ELECTRICAL SERVICES

Tenants use of electrical services furnished by Landlord shall be subject to the
following:

         (a) Landlord  will provide the  necessary  facilities to supply (I) two
(2) watts per square foot of Usable Area within the Premises,  at 277 volts, for
Tenant's  fluorescent  lighting and (II) two (2) watts per square foot of Usable
Area within the Promises, at 120 volts, for Tenant's  receptacle/equipment toads
(excluding  Tenant's dedicated  circuits).  Collectively,  Tenant's lighting and
receptacle/equipment  shall not have an  electrical  design load greater then an
average of four (4) watts per square  foot of Usable  Area  within the  Premises
("Standard Building Capacity"). The electrical costs component of Basic Costs Is
calculated on the basis of the Standard Building Capacity.

         (b) The  electrical  facilities In the Building  available for Tenant's
use are (1) 277/480 volts, 3 phase,  for large  equipment  toads and fluorescent
lighting;  and (II)  120/208  volts,  3 phase,  for  small  equipment  toads and
Incandescent  lighting.  Tenant  shall  notify  Landlord,  In  writing,  of  any
equipment  that has a rated  electrical  load greater then 500 watts and/or that
requires a service voltage other than 120 volts, and Landlord's written approval
shall be required with respect to the  installation  of any such high electrical
consumption equipment in the Premises.

         (c)  Tenant  shall pay for all  costs of  meters,  sub-meters,  wiring,
risers,  transformers,  electrical  panels,  air  conditioning  and other  items
required by  Landlord,  in  Landlord's  reasonable  discretion,  to  accommodate
Tenant's  design toads and capacities that exceed  Standard  Building  Capacity,
including,   without  limitation,  the  installation  and  maintenance  thereof.
Installation costs may be paid out of Tenant's  Allowance.  Notwithstanding  the
foregoing,  Landlord  may refuse to install and  withhold  consent for  Tenant's
installation of any wiring,  risers,  transformers,  electrical  panels,  or air
conditioning if, in Landlord's reasonable judgment,  the same would cause damage
or injury to the  Building or the  Premises  or cause or create a  dangerous  or
hazardous  condition or entail excessive or unreasonable  alterations or repairs
to the Building or the Premises, or would interfere with or create or constitute
a disturbance  to other tenants or occupants of the Building.  In no event shall
Landlord incur any liability for Landlord's  refusal to install,  or withholding
of consent  for  Tenant's  installation  of,  any such  electrical  facility  or
equipment.

         (d)  Tenant  shall  pay to  Landlord,  upon  demand,  the  cost  of the
consumption of electrical service in excess of the Standard Building Capacity at
rates  determined by Landlord  which shall be In accordance  with any applicable
laws.

                                                                 5


<PAGE>



         (e)  Landlord  may, at its option,  upon not less then sixty (60) days'
prior  written  notice  to  Tenant,   discontinue   the   availability  of  such
extraordinary electrical service. If Landlord gives any such notice, Tenant will
contract  directly with the applicable  public utility for the supplying of such
electrical service to the Premises.

6.03     ADDITIONAL AND AFTER-HOUR SERVICES

At Tenants request,  Landlord shall furnish additional  quantities of any of the
services or utilities  specified in section 6.01, if Landlord can  reasonably do
so, on the terms set forth  herein.  Tenant shall  deliver to Landlord a written
request for such  additional  services or utilities prior to 3:00 P.M. on Monday
through Friday (except  National  Holidays) for service an those days, and prior
to 3:00 P.M. on the lost  business day prior to  Saturday,  Sunday or a National
Holiday.  For  services  or  utilities  requested  by Tenant  and  furnished  by
Landlord,  Tenant  shot[  pay  to  Landlord  as  a  charge  therefor  Landlord's
prevailing  rates for such services and utilities.  If Tenant shall fail to make
any such  payment,  Landlord  may,  upon  notice to Tenant  and in  addition  to
Landlord's  other  remedies  under this  Lease,  discontinue  any or all of such
additional services.

6.04     TELEPHONE SERVICES

All telegraph, telephone, and electric connections which Tenant may desire shall
be  first  approved  by  Landlord  in  writing,  (which  approval  shall  not be
unreasonably  withheld  or  delayed),  before  the same are  installed,  and the
location of all wires and the work in connection therewith shall be performed by
contractors  approved  by  Landlord  and shall be  subject to the  direction  of
Landlord.  Landlord  reserves the right to  designate  and control the entity or
entities providing telephone or other  communication cable installation,  repair
and  maintenance in the Building and to restrict and control access to telephone
cabinets.  in the event  Landlord  designates a particular  vendor or vendors to
provide such cable installation, repair and maintenance for the Building, Tenant
agrees to abide by and participate in such program.  Tenant shall be responsible
for and shall pay all costs  incurred in  connection  with the  installation  of
telephone  cables and rotated  wiring in the Premises,  which may be paid out of
Tenant's  Allowance,  including,  without  limitation,  any hook-up,  access and
maintenance  fees  related to the  installation  of such wires and cables in the
Premises and the commencement of service therein, and the maintenance thereafter
of such wire and cables;  and there shall be included in Operating  Expenses for
the Building all installation, hook-up or maintenance costs incurred by Landlord
in connection with telephone cables and related wiring in the Building which are
not allocable to any  individual  users of such service but are allocable to the
Building generally. If Tenant fails to maintain all telephone cables and related
wiring in the Premises and such failure effects or interferes with the operation
or maintenance of any other telephone  cables or related wiring In the Building,
Landlord or any vendor  hired by Landlord  may enter into and upon the  Premises
forthwith  and perform such repairs,  restorations  or  alterations  as Landlord
deems  necessary in order to eliminate any such  interference  (and Landlord may
recover from Tenant all of Landlord's costs in connection  therewith).  Upon the
Termination  Date,  Tenant  agrees to remove all  telephone  cables and  related
wiring  installed by Tenant for and during  Tenant's  occupancy,  which Landlord
shall request Tenant to remove.  Tenant agrees that neither  Landlord nor any of
its agents or employees shall be liable to Tenant, or any of Tenant's employees,
agents,  customers or invitees or anyone claiming  through,  by or under Tenant,
for any damages,  injuries, losses, expenses, claims or causes of action because
of any  interruption,  diminution,  delay or  discontinuance at any time for any
reason in the  furnishing  of any  telephone  service  to the  Premises  and the
Building, unless such damages,  injuries,  losses, expenses, claims or causes of
action  result  in  whole  or in part  from  the  gross  negligence  or  willful
misconduct of Landlord.

6.05     DELAYS IN FURNISHING SERVICES

Tenant  agrees  that  Landlord  shall not be liable to  Tenant  for  damages  or
otherwise,  for any failure to furnish,  or a delay in  furnishing,  any service
when such  failure  or delay is  occasioned,  in whole or in part,  by  repairs,
improvements  or mechanical  breakdowns by the act or default of Tenant or other
parties or by an event of Force Majeure.  No  interruption or malfunction of any
utility  service shall  constitute an eviction or disturbance of Tenant's use or
possession  of the  Premises  or a  breech  by  Landlord  of  any of  Landlord's
obligations hereunder or render Landlord liable or responsible to Tenant for any
loss or damage  which  Tenant may  sustain or incur if either  the  quantity  or
character of any utility  service is changed or is no longer  available to or is
no longer  suitable for Tenant's  requirements  or entitle Tenant to be relieved
from any of Tenant's obligations hereunder,  including,  without limitation, the
obligation  to pay Rent,  or grant  Tenant any right to set-off,  abatement,  or
recoupment.  Notwithstanding  any other provision in this Lease seemingly to the
contrary,  at any time when Landlord is making such  facilities for such utility
services available to the Premises, Landlord may, at Landlord's option, upon not
less then sixty  (60) days  prior  written  notice to  Tenant,  discontinue  the
availability of any such utility  service.  If Landlord gives any such notice of
discontinuance,  Landlord  shall make all the  necessary  arrangements  with the
public utility  service  supplying the utility to the area in which the Building
is located with respect to obtaining such utility  service to the Premises;  but
Tenant will contract directly with such public utility service for the supplying
of such utility services to the Premises.  Except as otherwise  provided herein,
failure  to any  extent  to  make  available,  or  any  slowdown,  stoppage,  or
interruption  of,  the  specified  utility  services  resulting  from any cause,
including,  without  limitation,  Landlord's  compliance  with any  voluntary or
similar  governmental or business  guidelines now or hereafter  published or any
requirements now or hereafter  established by any governmental agency, board, or
bureau having  jurisdiction  over the operation of the Building shall not render
Landlord  liable in any  respect  for damages to either  persons,  property,  or
business,  nor be  construed  as an eviction of Tenant or work an  abatement  of
Rent, nor relieve Tenant of Tenant's obligations for fulfillment of any covenant
or agreement  hereof.  Should any  equipment or machinery  furnished by Landlord
break  down or for any cause  cease to  function  properly,  Landlord  shall use
reasonable diligence to repair same promptly, but Tenant shall have no claim for
abatement  of  Rent  or  damages  on  account  of any  interruption  of  service
occasioned thereby or resulting  therefrom.  In the event that Tenant shall give
notice to Landlord stating  correctly that any cessation of a service  described
in Section  6.01(1),  (2).  or (5),  above (not  caused by Tenant,  its  agents,
customers servants, contractors, employees, or invitees) shall have rendered all
or any  portion  of the  Premises  untenantable,  and in  the  event  that  such
cessation  continues for a period of five (5) or more consecutive  business days
after Landlord  receives such notice from Tenant,  and in the further event that
Tenant ceases  occupying such portion of the Premises  solely on account of such
cessation,  then Rent shall abate as to such  portion of the  Premises  from and
after the later to occur of (I) the sixth (6th)  business day  following the day
Tenant gave such notice, or (if) the date Tenant so ceases occupancy, until such
service is restored or Tenant reoccupies such portion of the Premises (whichever
date is earlier).  For purposes of the foregoing  sentence,  Tenant shall not be
considered  to have  occupied the Premises if Tenant  simply enters the Premises
for a temporary  purpose such as accessing or retrieving vital business records.
In the  event  that the  cessation  of such  service  was not a result  of or in
connection  with fire or other casualty (in which case the provisions of Article
14 of this  Lease,  rather  then this  sentence,  shall  apply  with  respect to
Tenant's  rights of  termination of this Lease) and such service is not restored
within  seventy-five  (75) days  after  the  later to occur of the  sixth  (6th)
business  day  following  the date  Tenant  gave such  notice or the date Tenant
ceased to occupy such portion of the Premises solely on account of the cessation
of such service and Tenant has not reoccupied such portion of the Premises, then
Tenant shall have the option to  terminate  this Lease as to that portion of the
Premises by giving written notice of such termination to Landlord within fifteen
(15) days of the  expiration  of such  seventy-five  (75) day  period.  Tenant's
remedies for failure to provide  services as set out in the above two  sentences
of this paragraph shall constitute  Tenant's sole and exclusive remedies for any
interruption  or malfunction of services called for in Section  6.01(1),  (2) or
(5).

                                  ARTICLE SEVEN
                    POSSESSION, USE AND CONDITION OF PREMISES

                                      6


<PAGE>



7.01     POSSESSION AND USE Of PREMISES

         (a) Tenant shall be entitled to  possession  of the  Premises  when the
Work to  Substantially  Complete.  Tenant shall occupy and use the Premises only
for the uses specified in Section 1.01(11) to conduct Tenant's business.  Tenant
shall not occupy or use the  Premises  (or permit  the use or  occupancy  of the
Premises)  for  any  purpose  or in any  manner  which:  (1) is  unlawful  or in
violation  of any Law or  Environmental  Law; (2) may be dangerous to persons or
property  or which  my  increase  the cost of,  or  invalidate,  any  policy  of
insurance carried on the Building or covering its operations; (3) is contrary to
or  prohibited  by the terms and  conditions  of this  Lease or the rules of the
Building set forth in Article Eighteen;  or (4) would tend to create or continue
a nuisance.

         (b) Tenant and Landlord shall each comply with all  Environmental  Laws
concerning the proper storage,  handling and disposal of any Hazardous  Material
with  respect to the  Property.  Tenant  shall not  generate,  store,  handle or
dispose of any  Hazardous  Material  in, on, or about the  Property  without the
prior written consent of Landlord;  provided, however, Tenant shot I be entitled
to store and/or  handle in, on or about the Property  without the prior  written
consent of  Landlord  such  minimal  amounts of  Hazardous  Materials  as may be
necessary or desirable  in the  operation of Tenant's  business and the storage,
use  and/or  disposal  of which do not and  shall  not  violate  any  applicable
Environmental Laws. In the event that Tenant is notified of any investigation or
violation of any  Environmental  Law arising  from  Tenant's  activities  at the
Premises, Tenant shall Immediately deliver to Landlord a copy of such notice. In
such event or In the event  Landlord  reasonably  believes  that a violation  of
Environmental  Law exists,  Landlord may conduct such tests and studies relating
to  compliance  by Tenant with  Environmental  Laws or the  alleged  presence of
Hazardous  Materials upon the Premises as Landlord doom desirable,  all of which
shall be completed at  Landlord's  expense.  Landlord's  inspection  and testing
rights are for Landlord's  own protection  only, and Landlord has not, and shall
not be deemed to have  assumed any  responsibility  to Tenant or any other party
for  compliance  with  Environmental  Laws,  as a  result  of the  exercise,  or
non-exercise of such rights.  Tenant shall indemnify,  defend,  protect and hold
harmless the indemnities from any and all loss,  claim,  expense,  liability and
cost (including reasonable attorneys' fees) arising out of or in any way related
to the presence of any Hazardous Material  introduced to the Premises during the
Term by any party other than  Landlord in  violation of the terms of this Lease.
if any Hazardous Material is released, discharged or disposed of on or about the
Property  and such  release,  discharge  or  disposal is not caused by Tenant or
other occupants of the Premises, or their employees, agents or contractors, such
release,  discharge or disposal  shall be deemed  casualty  damage under Article
Fourteen to the extent that the  Premises are  affected  thereby;  in such case,
Landlord  and Tenant  shall have the  obligations  and  rights  respecting  such
casualty damage provided under such Article.

         (c)  Landlord  and  Tenant   acknowledge   that  the   Americans   With
Disabilities  Act of  1990  (42  U.S.C  $12101  at  seq.)  and  regulations  and
guidelines  promulgated  thereunder,  as all  of the  same  may be  amended  and
supplemented  from time to time  (collectively  referred to herein as the "ADA")
establish  requirements  for  business  operations,  accessibility  and  barrier
removal, and that such requirements may or may not apply to the Premises and the
Building  depending on, among other  things:  (1) whether  Tenant's  business is
deemed a "public  accommodation"  or  "commercial  facility",  (2) whether  such
requirements  are  "readily  achievable",  and (3)  whether  a given  alteration
effects a "primary function area" or triggers "path of travel" requirements. The
parties hereby agree that: (a) Landlord  shall be responsible  for  implementing
ADA Title III  compliance in the Common Areas,  (b) Tenant shall be  responsible
for  ADA  Title  III  compliance  in  the  Premises,   including  any  leasehold
Improvements  or  other  work  to be  performed  in  the  Premises  under  or in
connection with this Lease, and (c) Landlord way perform, or require that Tenant
perform, and Tenant shall be responsible for the cost of, ADA Title III "path of
travel" requirements resulting directly from alterations in the Premises. Tenant
shall be solely  responsible for requirements  under Title I of the ADA relating
to Tenant's employees.

         (d)  Landlord  and  Tenant  acknowledge  that the  Texas  Architectural
Barriers Act, Art.  9102,  Tex. Civ.  Stat.  Am.  (1994),  and  regulations  and
guidelines  promulgated  thereunder,  as all  of the  same  may  be  mended  and
supplemented  from  time to time  (collectively  referred  to  herein  as "TABA"
establish requirements for accessibility and barrier removal. The parties hereby
agree that, (1) with respect to the Premises,  Tenant shall be  responsible  for
compliance with TABA,  including,  without  limitation,  submission (through the
Property  manager) of  required  plans and  documents  to the State of Texas for
approval of accessibility design features, in connection with the work set forth
in the  Worktetter  attached  hereto,  if any,  and any  other  construction  or
alterations to the Premises  during the Term,  except that Landlord agrees to be
responsible  for such  compliance in  connection  with any work done by Landlord
pursuant to Section  8.01  hereof;  and (2) Landlord  shall be  responsible  for
compliance  with TABA,  including,  without  limitation,  submission of required
plans and documents to the State of Texas for approval of  accessibility  design
features,  in connection  with  construction or alterations to the Common Areas,
except that Tenant agrees to be  responsible  for such  compliance in connection
with any such work which my be  necessitated  solely as a result of Tenant's use
of the Premises.

7.02     LANDLORD ACCESS TO PREMISES

         (a) Tenant shall  permit  Landlord to erect,  use and  maintain  pipes,
ducts, wiring and conduits in and through the Premises, so long as Tenant's use,
layout or design of the Premises is not materially affected or altered. Landlord
or  Landlord's  agents  shall have the right to enter upon the  Premises  in the
event of an emergency,  or to inspect the Premises,  to perform  janitorial  and
other services,  to conduct safety and other testing in the Premises and to make
such  repairs,  alterations,  improvements  or  additions to the Premises or the
Building as Landlord may deem necessary or desirable so long as such  activities
do not interfere with or interrupt Tenant's business activities.  Janitorial and
cleaning  services shall be performed after normal business hours.  Any entry or
work by  Landlord  may be during  normal  business  hours and  Landlord  may use
reasonable  efforts  to  ensure  that any  entry or work  shall  not  materially
interfere  with  Tenant's   occupancy  of  the  Promises,   however,   any  such
interference shall not be a default by Landlord.

         (b) If Tenant shall not be  personally  present to permit an entry into
the  Premises  when for any  reason  an entry  therein  shall  be  necessary  or
permissible,  Landlord (or Landlord's agents), after attempting to notify Tenant
(unless Landlord believes an emergency situation exists), may enter the Premises
without  rendering  Landlord or its agents liable therefor (if during such entry
Landlord or Landlord's agent shall accord reasonable care to Tenants  property),
and without relieving Tenant of any obligations under this Lease.

         (c) Landlord may enter the Premises for the purpose of conducting  such
inspections,  tests and studies as Landlord  may deem  desirable or necessary to
confirm Tenant's  compliance with all Laws and  Environmental  Laws or for other
purposes  necessary  in  Landlord's  reasonable  judgment  to  ensure  the sound
condition of the Building and the system serving the Building. Landlord's rights
under this Section 7.02(c) are for Landlord's own protection  only, and Landlord
has not, and shall not be deemed to have assumed any responsibility to Tenant or
any other party for compliance with Laws or  Environmental  Laws, as a result of
the exercise or non-exercise of such rights.

         (d)  Landlord  may do any of the  foregoing,  or  undertake  any of the
inspection  or work  described in the preceding  paragraphs  without such action
constituting an actual or constructive  eviction of Tenant, in whole or in part,
or giving  rise to an  abatement  of Rent by reason of loss or  interruption  of
business of the Tenant, or otherwise.

7.03     QUIET ENJOYMENT

Landlord  covenants  that so long as Tenant is in compliance  with the covenants
and  conditions  set forth in this Lease,  Tenant  shall have the right to quiet
enjoyment of the Premises  without  hindrance or  interference  from Landlord or
those claiming through Landlord, and subject to the rights of any Mortgagee.

                                7


<PAGE>



                                  ARTICLE EIGHT
                                   MAINTENANCE
8.01     LANDLORD'S MAINTENANCE

Subject to the provisions of Article Fourteen,  Landlord shall maintain and make
necessary repairs to the foundations,  roofs, exterior walls, and the structural
elements of the Building,  the electrical,  plumbing,  heating,  ventilation and
air-conditioning systems of the Building and the public corridors, washrooms and
lobby of the Building,  except that: (a) Landlord  shall not be responsible  for
the  maintenance or repair of any floor or wall coverings in the Premises or any
of such system which are located  within the Premises  and are  supplemental  or
special to the  Building's  standard  system;  and (b) subject to section  16.04
below,  the cost of performing any of said maintenance or repairs whether to the
Premises or to the  Building  caused  solely by the  negligence  of Tenant,  its
employees,  agents, servants,  licensees,  subtenants,  contractors or invitees,
shall be paid by Tenant. Landlord shall not be liable to Tenant for any expense,
injury,  loss or damage  resulting  from work done in the  Building  or upon the
Property or the use of any adjacent or nearby building, land, street, or alley.

8.02     TENANT'S MAINTENANCE

Subject to the provision of Article Fourteen, Tenant, at its expense, shall keep
and maintain the Premises and all Tenant  Alterations  in good order,  condition
and repair and in accordance with all Laws and Environmental  Laws. Tenant shall
not permit  waste and shall  promptly and  adequately  repair all damages to the
Premises  and replace or repair all damaged or broken  glass in the  interior of
the Premises,  fixtures or  appurtenances.  Any repairs or maintenance  shall be
completed with materials of similar quality to the original materials,  all such
work to be completed  under the  supervision  of  Landlord.  Any such repairs or
maintenance  shall be performed  only by  contractors  or mechanics  approved by
Landlord,  which approval  shall not be  unreasonably  withheld or delayed,  and
whose work will not cause or threaten to cause  disharmony or interference  with
Landlord  or other  tenants  in the  Building  and their  respective  agents and
contractors performing work in or about the Building. If Tenant fails to perform
any of its obligations set forth in this Section 8.02, Landlord may, in its sole
discretion  and upon 24 hours prior notice to Tenant  (except  without notice in
the case of emergencies), perform the same, and Tenant shall pay to Landlord any
costs or expenses incurred by Landlord upon demand.

                                  ARTICLE NINE
                          ALTERATIONS AND IMPROVEMENTS

9.01     TENANT'S ALTERATIONS

         (a) Except for completion of the Initial  Improvements  pursuant to the
Workletter,  the following  provisions shall apply to the completion of " Tenant
Alterations:

(1)      Tenant shall not, except as provided herein,  without the prior written
         consent of Landlord,  which consent shall not be unreasonably  withheld
         or delayed,  make or cause to be made any Tenant  Alterations  in or to
         the  Premises or any Building  system  serving the  Premises.  Prior to
         making any Tenant Alterations, Tenant shall give Landlord five (5) days
         prior  written  notice (or such  earlier  notice as would be  necessary
         pursuant to applicable law) to permit Landlord  sufficient time to post
         appropriate  notices  of  non-responsibility.   Subject  to  all  other
         requirements of this Article Nine, Tenant may undertake Decoration work
         without Landlord's prior written consent. Tenant shall furnish Landlord
         with the names and addresses of all contractors and  subcontractors and
         copies of all contracts.  All Tenant  Alterations shall be completed at
         such  time  and in  such  manner  as  Landlord  may  from  time to time
         designate,  and only by contractors or mechanics  approved by Landlord,
         which approval shall not be unreasonably withheld or delayed, and whose
         work will not cause or threaten  to cause  disharmony  or  interference
         with  Landlord or other  tenants in the Building  and their  respective
         agents  and  contractors  performing  work in or  about  the  Building.
         Landlord may further  condition  its consent upon Tenant  furnishing to
         Landlord and Landlord  approving prior to the  commencement of any work
         or  delivery  of  materials  to the  Premises  related  to  the  Tenant
         Alterations   such  of  the   following   as   specified  by  Landlord:
         architectural  plans  and   specifications,   opinions  from  engineers
         reasonably  acceptable to Landlord stating that the Tenant  Alterations
         will not in any way adversely effect the Building's systems, Including.
         without  limitation,  the  mechanical,   heating,  plumbing,  security,
         ventilating, air-conditioning, electrical, and the fire and life safety
         systems in the Building,  necessary permits and licenses,  certificates
         of  insurance,  and  such  other  documents  in  such  form  reasonably
         requested by  Landlord.  Landlord  may, in the  exercise of  reasonable
         judgment,   request  that  Tenant  provide  Landlord  with  appropriate
         evidence of Tenant's  ability to complete and pay for the completion of
         the Tenant  Alterations such as a performance bond or letter of credit.
         Upon  completion  of the Tenant  Alterations.  Tenant shall  deliver to
         Landlord an as-built  mylar and digitized (if  available)  set of plans
         and  specifications  for the Tenant  Alterations.  Notwithstanding  the
         foregoing,  Landlord's  approval  shall not be required with respect to
         any  alteration(s)  to the  Premises  which (a)  together  cost Fifteen
         Thousand  and  No/100  Dollars  ($15,000.00)  or  less,  and (b) do not
         affect,  in  any  way,  the  mechanical,  electrical,  plumbing  and/or
         structural components of the Premises or Property.

(2)      Tenant  shall pay the cost of all  Tenant  Alterations  and the cost of
         decorating  the  Premises  and  any  work  to the  Building  occasioned
         thereby.  In  connection  with  completion  of any Tenant  Alterations,
         Tenant  shall  pay  Landlord  a  construction  fee at  Landlord's  then
         standard rate;  provided,  however,  such construction fee shall not in
         any event exceed two percent  (2%) of the contract  amount with respect
         to such Tenant  Alterations.  Upon  completion  of Tenant  Alterations,
         Tenant shall furnish Landlord with contractors' affidavits and full and
         final  waivers  of lien and  receipted  bills  covering  all  labor and
         materials expended and used in connection therewith.

(3)      Tenant  agrees to cause to be completed all Tenant  Alterations  (I) in
         accordance  with all Laws,  Environmental  Laws,  all  requirements  of
         applicable  insurance  companies  and  in  accordance  with  Landlord's
         standard  construction  rules and  regulations,  and (II) in a good and
         workmanlike  manner  with the use of good grades of  materials.  Tenant
         shall  notify  Landlord  immediately  if Tenant  receives any notice of
         violation  of any  Low in  connection  with  completion  of any  Tenant
         Alterations and shall  immediately  take such steps as are necessary to
         remedy  such  violation.  Such  supervision  or right to  supervise  by
         Landlord or any approvals  given by Landlord under this Lease shall not
         constitute  any  warranty by Landlord to Tenant of the  adequacy of the
         design,  workmanship  or quality of such work or materials for Tenant's
         intended  use  or  of  compliance  with  the  requirements  of  Section
         9.01(a)(3)(i)  and (ii) above or impose any liability  upon Landlord In
         connection with the performance of such work.

         (b) All Tenant Alterations which cannot be removed without  substantial
damage to the Premises,  whether installed by Landlord or Tenant,  shall without
compensation  or credit to Tenant,  become part of the Premises and the property
of Landlord at the time of their  installation and shall remain in the Premises,
unless  pursuant  to Article  Twelve,  Tenant may remove  them or s required  to
remove them at Landlord's request.

                                8



<PAGE>



9.02     LIENS

Tenant shall not permit any lien or claim for lien of any  mechanic,  laborer or
supplier  or any other lien to be filed  against  the  Building,  the Land,  the
Premises, or any part thereof arising out of work performed,  or alleged to have
been  performed by, or at the direction of, or on behalf of Tenant.  If any such
lien or claim for lien is filed,  Tenant shall within ten (10) days of receiving
notice of such lien or claim  (a) have such lien or claim for lien  released  of
record or (b) deliver to Landlord a bond in form, content, amount, and issued by
surety,  satisfactory  to  Landlord,  indemnifying,  protecting,  defending  and
holding  harmless the indemnities  against all costs and  liabilities  resulting
from such lien or claim for lian and the  foreclosure  or attempted  foreclosure
thereof.  If tenant fails to take any of the above  actions,  Landlord,  without
investigating  the  validity  of such lien or claim for lien,  way,  upon  prior
notice to Tenant,  pay or  discharge  the same and Tenant  shall,  as payment of
additional Rent hereunder, reimburse Landlord upon demand for the amount so paid
by Landlord, including Landlord's expenses and attorneys' fees.

                                   ARTICLE TEN
                            ASSIGNMENT AND SUBLETTING

10.01    ASSIGNMENT AND SUBLETTING

         (a) Without the prior written  consent of Landlord (which consent shall
not be  unreasonably  withheld or  delayed),  Tenant may not  sublease,  assign,
mortgage,  pledge,  hypothecate or otherwise  transfer or permit the transfer of
this Lease or the encumbering of Tenant's  interest therein in whole or in part,
by operation of law or otherwise or permit the use or occupancy of the Premises,
or any part thereof,  by anyone other then Tenant.  Except as otherwise provided
herein,  if  Tenant  desires  to enter  into any  sublease  of the  Premises  or
assignment  of this  Lease,  Tenant  shall  deliver  written  notice  thereof to
Landlord  ("Tenant's  Notice"),  together  with  the  identity  of the  proposed
subtenant or assignee and the proposed principal terms thereof and financial and
other  information  sufficient  for Landlord to make an informed  judgment  with
respect to such proposed subtenant or assignee at least sixty (60) days prior to
the  commencement  date of the term of the proposed  sublease or assignment.  if
Tenant  proposes to sublease less then all of the Rentable Area of the Premises,
the space  proposed to be sublet and the space retained by Tenant must each be a
marketable unit as reasonably determined by Landlord and otherwise in compliance
with all Laws.  Landlord  shall  notify  Tenant in  writing of its  approval  or
disapproval  of the proposed  sublease or assignment or its decision to exercise
its rights under Section 10.02 within thirty (30) days after receipt of Tenant's
Notice  (and &it  required  information).  In no event may Tenant  sublease  any
portion of the Premises or assign the Lease to any other tenant of the Building.
Tenant  shall  submit  for  Landlord's  approval  (which  approval  shelf not be
unreasonably  withheld) any advertising which Tenant or its agents Intend to use
with respect to the space proposed to be sublet.

         (b) In making its  determination  of whether to consent to any proposed
sublease  or  assignment,  Landlord  may take into  consideration  the  business
reputation  and  credit-worthiness  of the proposed  subtenant or assignee;  the
intended use of the Premises by the proposed  subtenant or assignee;  the nature
of the  business  conducted  by such  subtenant  or assignee  and  whether  such
business  would be  deleterious to the reputation of the Building or Landlord or
would violate the provisions of any other losses of tenants of the Building; the
estimated  pedestrian and vehicular  traffic in the Premises and to the Building
which would be  generated by the  proposed  subtenant  or assignee;  whether the
proposed assignee or subtenant is a department,  representative or agency of any
governmental  body,  foreign or  domestic;  whether  the  proposed  assignee  or
subtenant  is a bonafide  prospective  tenant of  Landlord in the  Building,  as
demonstrated  by a written  proposal  dated within ninety (90) days prior to the
date of Tenant's  request for approval;  and any other  factors  which  Landlord
shall deem  relevant.  In no event  shall  Landlord be  obligated  to consider a
consent to any proposed (I) sublease of the Premises or  assignment of the Lease
if a Default then exists under the Lease, or a fact condition exists,  which but
for the giving of notice or the passage of time would  constitute a Default,  or
(II) assignment of the Lease which would assign less then the entire Premises.

         (c) If  Landlord  chooses  not to  recapture  the space  proposed to be
subleased  or  assigned  as  provided  in  Section  10.02,  Landlord  shall  not
unreasonably  withhold  its consent to a  subletting  or  assignment  under this
Section 10.01. Any approved sublease or assignment shall be expressly subject to
the terms and  conditions of this Lease.  Any such  subtenant or assignee  shall
execute  such  documents  as Landlord may  reasonably  require to evidence  such
subtenant or assignee's  assumption of such obligations and liabilities.  Tenant
shall  deliver to Landlord a copy of all  agreements  executed by Tenant and the
proposed  subtenant  and  assignee  with  respect  to the  Premises.  Landlord's
approval of a sublease or assignment  shall not  constitute a waiver of Tenant's
obligation to obtain Landlord's consent to further assignments or subleases.

         (d) For purposes of this Article Ten, an assignment  shall be deemed to
include a change in the majority control of Tenant, resulting from any transfer,
sale or assignment of shares of stock of Tenant occurring by operation of law or
otherwise  if  Tenant is a  corporation  whose  shares  of stock are not  traded
publicly. If Tenant is a partnership, any change in the partners of Tenant shall
be deemed to be an assignment.

         (e) Notwithstanding  anything to the contrary contained in this Article
Ten, Tenant shall have the right, without the prior written consent of Landlord,
to sublease the Premises, or to assign this Lease to an Affiliate.

10.02    RECAPTURE

Except as provided in Section 10.01(e) Landlord shall have the option to exclude
from the Premises covered by this Lease ("recapture"),  the space proposed to be
sublet or subject to the assignment,  effective as of the proposed  commencement
date of such sublease or  assignment.  If Landlord  elects to recapture,  Tenant
shall  surrender  possession of the space proposed to be subleased or subject to
the  assignment to Landlord on the effective  date of such proposed  sublease or
assignment of the Premises such date being the Termination  Date for such space.
Effective as of the date of recapture of any portion of the Premises pursuant to
this section,  the Monthly Base Rent, Rentable Area of the Premises and Tenant's
Rent Adjustment shall be adjusted accordingly.

10.03    EXCESS RENT

Tenant  shelf pay Landlord on the first day of each month during the term of the
sublease or  assignment,  fifty  percent (50%) of the amount by which the sum of
all rent and other consideration  (direct or indirect) due from the subtenant or
assignee for such month  exceeds:  (I) that portion of the Monthly Base Rent and
Rent  Adjustments  due under this Lease for said month which is allocable to the
space  sublet or  assigned;  and (II) the  following  costs and expenses for the
subletting or assignment of such space: (1) brokerage commissions and attorneys'
fees and expenses,  (2) advertising for subtenants or assignees;  (3) the actual
costs paid in making any improvements or substitutions in the Premises  required
by any  sublease  or  assignment;  and (4)  "free  rent"  periods,  costs of any
inducements or  concessions  given to subtenant or assignee,  moving costs,  and
other  amounts in respect of such  subtenant's  or  assignee's  other  leases or
occupancy  arrangements.  All such costs will be amortized  over the term of the
sublease or assignment pursuant to sound accounting principles.

10.04    TENANT LIABILITY

In the event of any  sublease  or  assignment,  whether  or not with  Landlord's
consent, Tenant shall not be released or discharged from any liability,  whether
post, present or future, under this Lease,  including any liability arising from
the  exercise  of any  renewal or  expansion  option,  to the  extent  expressly
permitted by

                                        9

<PAGE>


Landlord.  If Landlord  grants  consent to such sublease or  assignment,  Tenant
shall pay all reasonable  attorneys' fees and expenses incurred by Landlord with
respect to such assignment or sublease.  In addition,  if Tenant has any options
to extend the term of this  Lease or to add other  space to the  Premises,  such
options  shall not be  available  to any  subtenant  or  assignee,  directly  or
indirectly without Landlord's express written consent.

10.05    ASSUMPTION AND ATTORNMENT

If Tenant  shall  assign this Lease as  permitted  herein,  the  assignee  shall
expressly  assure  all of the  obligations  of  Tenant  hereunder  in a  written
instrument  satisfactory  to Landlord  and  furnished to Landlord not later then
fifteen (15) days prior to the effective date of the assignment. If Tenant shall
sublease the Premises an permitted herein,  Tenant shall, at Landlord's  option,
within fifteen (15) days  following any request by Landlord,  obtain and furnish
to  Landlord  the written  agreement  of such  subtenant  to the effect that the
subtenant  will  attorn  to  Landlord  and will pay all Rent  (and  excess  rent
described in Section 10.03 above) directly to Landlord.

                                 ARTICLE ELEVEN
                              DEFAULT AND REMEDIES

11.01    EVENTS OF DEFAULT

The occurrence or existence of any one or more of the following shall constitute
a "Default" by Tenant under this Lease:

(1) Tenant  fails to pay any  installment  or other  payment  of Rent  including
without limitation Rent Adjustment Deposits or Rent Adjustments, within ten (10)
days after the later to occur of (A) the date of written  notice  from  Landlord
that such sum is due, provided,  however, that Landlord shall not be required to
give more then two (2) such notices  during any twelve (12) month period  during
the Term, or (B) the date on which such payment is due hereunder if Landlord has
previously  given two (2) such  notices  with respect to payments due during the
prior eleven (11) months;

(2) Tenant fails to observe or perform any of the other covenants, conditions or
provisions of this Lease or the Workletter and fails to cure such default within
thirty  (30) days after  written  notice  thereof to Tenant  (unless the default
involves a  hazardous  condition,  which  shall be cured  forthwith);  provided,
however, if such default is incapable of being cured within said thirty (30) day
period,  Tenant  shall have such period of time as may be  necessary in order to
cure such default as long as Tenant has commences  such cure within said initial
thirty  (30)  day  period  and  hereafter  diligently  prosecutes  such  cure to
completion, not to exceed sixty (60) days.

(3) the interest of Tenant in this Lease is levied upon under execution or other
legal process;

(4) a petition  is filed by or  against  Tenant to declare  Tenant  bankrupt  or
seeking  a plan of  reorganization  or  arrangement  under  any  Chapter  of the
bankruptcy Act, or any amendment,  replacement or substitution  therefor,  or to
delay  payment  of,  reduce or modify  Tenant's  debts,  which in the case of an
involuntary action is not discharged within thirty (30) days;

(5) Tenant is declared  insolvent by law or any general  assignment  of Tenant's
property is made for the benefit of creditors;

(6) a receiver is appointed for Tenant or Tenants property, which appointment is
not discharged within thirty (30) days;

(7) any  action  taken by or against  Tenant to  reorganize  or modify  Tenant's
capital  structure  in a  materially  adverse  way  which  in  the  case  of  an
involuntary action is not discharged within thirty (30) days;

(8) upon the dissolution of Tenant; or

(9) the failure to immediately  surrender  occupancy and deliver up the Premises
as provided in Paragraph 5 of the  Termination  Option  Exhibit,  Exhibit "G" to
this Lease.

11.02    LANDLORD'S REMEDIES

         (a) If a Default  occurs,  Landlord  shall have the rights and remedies
hereinafter set forth, which shall be distinct and cumulative:  (I) Landlord may
terminate this Lease by giving Tenant notice of Landlord's election to do so, in
which  event,  the term of this Lease shall end and all of  Tenant's  rights and
interests  shall  expire on the date stated in such  notice;  (II)  Landlord may
terminate Tenant's right of possession of the Premises without  terminating this
Lease by giving notice to Tenant that Tenant's right of possession  shall end on
the date specified in such notice;  or (III) Landlord may enforce the provisions
of this Lease and may enforce and protect the rights of the  Landlord  hereunder
by a suit or suits  in  equity  or at law for the  specific  performance  of any
covenant or agreement  contained  herein,  or for the  enforcement  of any other
appropriate legal or equitable remedy,  including  recovery of all monies due or
to  become  due from  Tenant  under any of the  provisions  of this  Lease.  All
Landlord remedies shall be cumulative and not exclusive.

         (b) In the event that Landlord terminates the Lease,  Landlord shall be
entitled to recover (I) the sum of all Rents and other  indebtedness  accrued to
the date of such  termination,  plus (II) the cost of  recovering  the Premises,
(III) the cost of  reletting  the  Premises,  or  portions  thereof  (including,
without  limitation,  brokerage  commissions)  and  (IV)  the  cost of  repairs,
alterations,  improvements,  additions  and  decorations  to the Premises to the
extent  Landlord deems  reasonably  necessary or desirable.  (Items (II) through
(IV) are herein defined as the "Recovery Costs"). In addition, in the event that
Tenant's Default  constitutes a material  breach,  Landlord shall be entitled to
recover a sum equal to the difference  between (x) the total lose Rent due under
this Lease for the  remainder  of the Term and (y) the then fair  market  rental
value of the Premises  during such period,  discounted  to present  value at the
rate of ten percent (10%) ("Discounted Future Rent").

         (c ) In the event Landlord  proceeds  pursuant to subparagraph  (a)(II)
above,  Landlord shall be entitled to recover (1) the sum of all Rents and other
indebtedness  accrued to the date of such  termination  of Tenant's  possession,
plus (2) the Recovery Costs (as defined  above).  Landlord may, but shall not be
obligated to (except as may be required by law), relet the Premises, or any part
thereof  for the  account of Tenant,  for such rent and term and upon such terns
and  conditions as are reasonably  acceptable to Landlord.  For purposes of such
reletting,  Landlord is  authorized to decorate,  repair,  alter and improve the
Premises to the extent  reasonably  necessary or desirable.  If the Premises are
relet and the consideration  realized  therefrom after payment of all Landlord's
reletting  Expenses,  is  insufficient  to satisfy the payment  when due of Rent
reserved under this Lease for any monthly period, then Tenant shall pay Landlord
upon  demand  any  such  deficiency  monthly  ("Rental  Deficiency").   If  such
consideration is greater than the amount necessary to pay the full amount of the
Rent,  the full mount of such excess  shall be retained by Landlord and shall in
no event be payable to Tenant.  Tenant  agrees  that  Landlord  may file suit to
recover any sums due to Landlord  hereunder from time to time and that such suit
or recovery of any amount due Landlord hereunder shall not be any defense to any
subsequent action brought for any amount not theretofore  reduced to judgment in
favor of  Landlord.  Notwithstanding  any such  reletting  without  termination,
Landlord  may at any time  thereafter  elect to  terminate  this  Lease for such
previous  Default.  In the  alternative  (but  only in the event  that  Tenant's
Default constitutes a material breach), Landlord may elect to terminate Tenant's
right to occupy the Premises and to immediately  recover as damages,  in lieu of
the Rental  Deficiency,  a sum equal to the  Discounted  Future Rent (as defined
above).

                                 10



<PAGE>




         (d) In the event a Default occurs,  Landlord may, at Landlord's option,
enter into the Premises, remove Tenant's property, fixtures,  furnishings, signs
and other  evidences  of  tenancy,  and take and hold such  property;  provided,
however,  that such  entry and  possession  shall not  terminate  this  Lease or
release Tenant,  in whole or in part,  from Tenant's  obligation to pay the Rent
reserved  hereunder  for the full  Term or from any other  obligation  of Tenant
under this Lease. Any and all property which may be removed from the Premises by
Landlord  pursuant to the  authority  of the Lease or law, to which Tenant is or
may be entitled, may be handled, removed or stored by Landlord at the risk, cost
and expense of Tenant,  and Landlord  shall in no event be  responsible  for the
value,  preservation  or safekeeping  thereof.  Tenant shall pay Landlord,  upon
demand,  any and all expenses  incurred in such removal and all storage  charges
against such property so long as the same shall be in the Landlord's  possession
or under the  Landlord's  control.  Any such property of Tenant not retaken from
storage by Tenant within thirty (30) days after the Termination  Date,  shall be
conclusively  presumed to have been  conveyed  by Tenant to Landlord  under this
Lease as a bill of sate without further payment or credit by Landlord to Tenant.

11.03    ATTORNEY'S FEES

Tenant  shall pay upon  demand,  all costs and  expenses,  including  reasonable
attorneys' fees, incurred by Landlord and resulting from Tenant's Default.

11.04    BANKRUPTCY

The  following  provisions  shall  apply  in  the  event  of the  bankruptcy  or
insolvency of Tenant:

         (a) In connection with any proceeding under Chapter 7 of the Bankruptcy
Code where the trustee of Tenant elects to assume this Lease for the purposes of
assigning it, such election or assignment, may only be made upon compliance with
the  provisions  of (b) and (c)  below,  which  conditions  Landlord  and Tenant
acknowledge to be  commercially  reasonable.  In the event the trustee elects to
reject this Lease then Landlord  shall  immediately be entitled to possession of
the Premises without further obligation to Tenant or the trustee.

         (b) Any  election to assume  this Lease  under  Chapter 11 or 13 of the
Bankruptcy Code by Tenant as  debtor-in-possession  or by Tenant's  trustee (the
"Electing Party") must provide for:

         The Electing  Party to cure or provide to Landlord  adequate  assurance
         that it will cure all monetary defaults under this Lease within fifteen
         (15) days from the date of assumption and it will cure all  nonmonetary
         defaults  under this  Lease  within  thirty  (30) days from the date of
         assumption.  Landlord  and  Tenant  acknowledge  such  condition  to be
         commercially reasonable.

         (c) If the  Electing  Party has assumed  this Lease or elects to assign
Tenant's  interest  under this Lease to any other  person,  such interest may be
assigned only if the intended assignee has provided adequate assurance of future
performance (as herein  defined),  of all of the  obligations  imposed on Tenant
under  this  Lease.  For the  purposes  hereof,  "adequate  assurance  of future
performance"  means that  Landlord has  ascertained  that each of the  following
conditions has been satisfied:

                  (I) The assignee has submitted a current financial  statement,
         certified by its chief financial  officer,  which shows a net worth and
         working capital in amounts  sufficient to assure the future performance
         by the assignee of Tenant's obligations under this Lease; and

                  (II) Landlord has obtained  consents or waivers from any third
         parties  which  may be  required  under a  lease,  mortgage,  financing
         arrangement,  or other  agreement by which Landlord is bound, to enable
         Landlord to permit such assignment.

         (d)  Landlord's  acceptance  of  rent or any  other  payment  from  any
trustee, receiver,  assignee, person, or other entity will not be deemed to have
waived,  or waive,  the requirement of Landlord's  consent,  Landlord's right to
terminate  this Lease for any  transfer  of Tenant's  interest  under this Lease
without  such  consent,  or  Landlord's  claim  for any  amount of Rent due from
Tenant.

                                 ARTICLE TWELVE
                              SURRENDER OF PREMISES

12.01    IN GENERAL

Upon the  Termination  Date,  Tenant  shall  surrender  and vacate the  Premises
immediately  and deliver  possession  thereof to  Landlord in a clean,  good and
tenantable  condition,  ordinary  wear and tear,  and damage caused by casualty,
condemnation or Landlord excepted.  Tenant shall deliver to Landlord all keys to
the  Premises.  Tenant shall be entitled to remove from the Promises all movable
personal property of Tenant, Tenant's trade fixtures and such Tenant Alterations
which  at the time of their  installation  Landlord  and  Tenant  agreed  may be
removed by Tenant or which may be otherwise  removed  pursuant to the provisions
of this  Lease.  Tenant  shall also  remove  such other  Tenant  Alterations  as
required by  Landlord,  including,  but not  limited to, any Tenant  Alterations
containing  Hazardous  Materials.  Tenant  immediately  shall  repair all damage
resulting  from  removal  of any of  Tenant's  property,  furnishings  or Tenant
Alterations,  shall close all floor, ceiling and roof openings and shall restore
the Premises to a tenantable condition as reasonably  determined by Landlord. If
any of the  Tenant  Alterations  which were  installed  by Tenant  involved  the
towering of ceilings,  raising of floors or the installation of specialized wall
or floor coverings or lights, then Tenant shall also be obligated to return such
surfaces to their  condition  prior to the  commencement  of this Lease.  Tenant
shall also be required to close any staircases or other openings between floors.
in the event  possession  of the  Premises is not  delivered  to  Landlord  when
required  hereunder,  or if Tenant  shall fail to remove  those  item  described
above,  Landlord may, at Tenants expense,  remove any of such property therefrom
without any  liability  to Landlord  and  undertake,  at Tenant's  expense  such
restoration work as my be required hereunder.

12.02    LANDLORD'S RIGHTS

All  property  which  my be  removed  from the  Premises  by  Landlord  shall be
conclusively  presumed to have been  abandoned  by Tenant and  Landlord may deal
with such property as provided In Section 11.02(d).  Tenant shalt also reimburse
Landlord  for all costs and  expenses  Incurred by  Landlord In removing  any of
Tenant  Alterations  and In restoring the Premises to the condition  required by
this Lease at the Termination Date.

                                   11


<PAGE>




                                ARTICLE THIRTEEN
                                  HOLDING OVER

Tenant shall pay Landlord the greater of (I) double the monthly Rent payable for
the month immediately  preceding the holding over (including  increases for Rent
Adjustments  which  Landlord my  reasonably  estimate)  or, (II) double the fair
market  rental value of the Premises as  reasonably  determined  by Landlord for
each month or portion thereof that Tenant retains possession of the Premises, or
any portion  thereof,  after the  Termination  Date  (without  reduction for any
partial month that Tenant retains possession).  Tenant shall also pay all actual
damages  sustained by Landlord by reason of such  retention of  possession.  The
provisions  of this Article  shall not  'constitute  a waiver by Landlord of any
re-entry  rights of Landlord  and Tenant's  continued  occupancy of the Premises
shall be as a tenancy in sufferance.

                                ARTICLE FOURTEEN
                        DAMAGE BY FIRE OR OTHER CASUALTY

14.01    SUBSTANTIAL UNTENANTABILITY

         (a) if any  fire or  other  casualty  (whether  insured  or  uninsured)
renders  all  or  a  substantial   portion  of  the  Premises  or  the  Building
untenantable, Landlord shall, with reasonable promptness after the occurrence of
such damage,  estimate the length of time that will be required to Substantially
Complete the repair and  restoration  and shall by notice  advise Tenant of such
estimate  ("Landlord's  Notice").  If Landlord estimates that the amount of time
required to  Substantially  Complete such repair and restoration will exceed one
hundred eighty (180) days from the date such damage occurred,  then Landlord, or
Tenant if all or a substantial portion of the Premises is rendered untenantable,
shall have the right to terminate  this Lease as of the date of such damage upon
giving  written  notice to the other at any time  within  twenty (20) days after
delivery of Landlord's Notice, provided that if Landlord so chooses,  Landlord's
Notice may also constitute such notice of termination.

         (b) Unless  this  Lease is  terminated  as  provided  in the  preceding
subparagraph,  Landlord shall proceed with  reasonable  promptness to repair and
restore the Premises to its condition as existed prior to such casualty, subject
to reasonable  delays for insurance  adjustments and Force Majeure  delays,  and
also subject to zoning laws and building  codes then in effect.  Landlord  shall
have no liability to Tenant,  and Tenant shall not be entitled to terminate this
Lease if such repairs and restoration are not in fact completed  within the time
period  estimated by Landlord so long as Landlord shall proceed with  reasonable
diligence to complete such repairs and restoration.

         (c) Tenant  acknowledges  that  Landlord  shall be entitled to the full
proceeds of any insurance  coverage,  whether carried by Landlord or Tenant, for
damages to the Premises,  except for those proceeds of Tenant's insurance of its
own personal  property and  equipment  which would be removable by Tenant at the
Termination  Date.  All such  insurance  proceeds  shall be payable to  Landlord
whether or not the Premises are to be repaired and restored.

         (d)  Notwithstanding  anything to the  contrary  herein set forth:  (I)
Landlord  shall have no duty  pursuant to this  Section to repair or restore any
portion of any Tenant  Alterations or to expend for any repair or restoration of
the  Premises  or  Building  amounts  in excess of  Insurance  proceeds  paid to
Landlord and available for repair or restoration; and (II) Tenant shall not have
the right to  terminate  this Lease  pursuant  to this  Section if any damage or
destruction was caused by the act or neglect of Tenant, its agent or employees.

         (e) Any repair or restoration of the Premises performed by Tenant shall
be in accordance with the provisions of Article Nine hereof.

14.02    INSUBSTANTIAL UNTENANTABILITY

If the Premises or the Building is damaged by a casualty but neither is rendered
substantially  untenantable,  then Landlord  shall proceed to repair and restore
the  Building or the Premises  other then Tenant  Alterations,  with  reasonable
promptness, unless such damage is to the Premises and occurs during the last six
(6) months of the Term, in which event either Tenant or Landlord  shall have the
right to terminate  this Lease as of the date of such casualty by giving written
notice  thereof  to the other  within  twenty  (20) days  after the date of such
casualty.

14.03    RENT ABATEMENT

Except for the  negligence  or willful act of Tenant or its  agents,  employees,
contractors  or  invitees,  if all or any  part  of the  Premises  are  rendered
untenentable by fire or other casualty and this Lease is not terminated, Monthly
Base Rent and Rent  Adjustments  shall abate for that part of the Premises which
is untenantable on a per diem basis from the date of the casualty until Landlord
has  Substantially  Completed  the repair and  restoration  work in the Premises
which it is required to perform,  provided,  that as a result of such  casualty,
Tenant does not occupy the portion of the Premises which is untenantable  during
such period.

                                 ARTICLE FIFTEEN
                                 EMINENT DOMAIN

15.01    TAKING OF WHOLE OR SUBSTANTIAL PART

In the  event  the  whole  or any  substantial  part of the  Building  or of the
Premises is taken or condemned by any competent  authority for any public use or
purpose (including a deed given in lieu of condemnation) and is thereby rendered
untenantable,  this Lease  shall  terminate  as of the date title  vests in such
authority, and Monthly Base Rent and Rent Adjustments shall be apportioned as of
the Termination Date.

15.02 TAKING OF PART

In the event a part of the Building or the Premises is taken or condemned by any
competent  authority (or a deed is delivered in lieu of  condemnation)  and this
Lease is not  terminated,  the Lease shall be amended to reduce the Monthly Base
Rent and Tenant's  Rent  Adjustment to reflect the Rentable Area of the Premises
or  Building,   as  the  case  may  be,  remaining  after  any  such  taking  or
condemnation.  Landlord,  upon  receipt  and  to the  extent  of  the  award  in
condemnation (or proceeds of sale) shall make necessary repairs and restorations
to the Premises  (exclusive  of Tenant  Alterations)  and to the Building to the
extent  necessary  to  constitute  the portion of the  Building  not so taken or
condemned  as  a  complete   architectural  and  economically   efficient  unit.
Notwithstanding  the foregoing,  if as a result of any taking, or a governmental
order that the grade of any street or alley  adjacent  to the  Building is to be
changed and such taking or change of grade makes it  necessary  or  desirable to
substantially  remodel  or restore  the  Building  or  prevents  the  economical
operation of the Building, Landlord shall have the right to terminate this Lease
upon ninety (90) days prior written notice to Tenant.

                              12


<PAGE>




15.03    COMPENSATION

Landlord  shall be entitled to receive the entire award (or sate  proceeds) from
any such taking,  condemnation or sale without any payment to Tenant, and Tenant
hereby assigns to Landlord Tenant's interest,  if any, in such award;  provided,
however, Tenant shall have the right separately to pursue against the condemning
authority a separate award in respect of the loss, if any, to Tenant Alterations
paid for by Tenant  without  any credit or  allowance  from  Landlord so long as
there is no diminution of Landlord's award as a result.

                                 ARTICLE SIXTEEN
                                    INSURANCE

16.01    TENANT'S INSURANCE

Tenant,  at Tenant's  expense,  agrees to  maintain in force,  with a company or
companies  reasonably  acceptable to Landlord,  during the Term:  (a) Commercial
General  Liability  insurance  on a  primary  basis  and  without  any  right of
contribution  from any insurance carried by Landlord covering the Premises on an
occurrence  basis against all claims for personal injury,  bodily injury,  death
and   property   damage,    including   contractual   liability   covering   the
indemnification  provisions  in this  Lease.  Such  insurance  shall be for such
limits that are  reasonably  required by Landlord from time to time but not less
than a combined single limit of Two Million and No/100 Dollars  (S2,000,000.00);
(b) Workers'  Compensation and Employers,  Liability  Insurance for an amount of
not less then One Million and No/100 Dollars ($1,000,000.00), both in accordance
with the laws of The State of Texas;  (c) "All Risks"  property  insurance in an
amount  adequate  to  cover  the  full   replacement   cost  of  all  equipment,
installations,  fixtures  and  contents of the Premises in the event of loss and
any such policy shall contain a provision  requiring  the Insurance  carriers to
waive their rights of subrogation against Landlord; and (d) in the event a motor
vehicle is to be used by Tenant in connection  with its business  operation from
the Premises,  Comprehensive Automobile Liability Insurance coverage with limits
of not less than One Million and No/100 Dollars ($1,000,000.00)  combined single
limit coverage  against bodily injury  liability and property  damage  liability
arising out of the use by or on behalf of Tenant,  its agents and  employees  In
connection with this Lease, of any owned, non-owned or hired motor vehicles.

16.02    FORM OF POLICIES

Each policy referred to in 16.01 shall satisfy the following requirements.  Each
policy shall (I) name Landlord and the indemnities as additional insureds,  (II)
be issued by one or more responsible insurance companies licensed to do business
in Texas reasonably satisfactory to Landlord, (III) not permit coinsurance, (IV)
shall provide that such insurance may not be canceled or amended  without thirty
(30) days' prior written notice to the Landlord,  and (v) shall provide that the
policy shall not be  invalidated  should the insured waive in writing prior to a
loss,  any or all rights of recovery  against any other party for losses covered
by such policies.  Tenant shall deliver to Landlord,  certificates  of insurance
and at  Landlord's  request,  copies of all policies and renewals  thereof to be
maintained  by  Tenant  hereunder,  not less  then ten  (10)  days  prior to the
Commencement  Date and not less then ten (10) days prior to the expiration  date
of each policy.

16.03    LANDLORDS INSURANCE

Landlord,  agrees to purchase and keep in full force and effect  during the Term
hereof,  including any extensions or renewals thereof,  insurance under policies
issued by insurers of  recognized  responsibility,  qualified  to do business in
Texas on the  Building  in amounts  not less then the  greater  of eighty  (80%)
percent of the then full replacement cost (without depreciation) of the Building
(above  foundations) or an amount sufficient to prevent Landlord from becoming a
co-insurer  under the term of the  applicable  policies,  against  fire and such
other risks as may be included in standard form of all risk  coverage  insurance
reasonably  available  from time to time.  Landlord  agrees to maintain in force
during the Term, Commercial General Liability insurance covering the Building on
an occurrence basis against all claims for personal injury, bodily injury, death
and property damage. Such insurance shall be for a combined single limit of Five
Million and No/100 Dollars  ($5,000,000.00).  Neither  Landlord's  obligation to
carry such insurance nor the carrying of such insurance  shall,  be deemed to be
an indemnity by Landlord  with respect to any claim,  liability,  loss,  cost or
expense  due, in whole or in part,  to Tenant's  negligent  acts or omissions or
willful misconduct.

16.04    WAIVER OF SUBROGATION

         (a) Landlord  agrees that if obtainable  at no, or minimal,  additional
cost,  and so long as the same is  permitted  under the laws of  Texas,  It will
Include In Its "All Risks" policies  appropriate  clauses  pursuant to which the
Insurance  companies  (I) waive all right of  subrogation  against  Tenant  with
respect  to tosses  payable  under  such  policies  and/or  (II) agree that such
policies shall not be invalidated should the Insured waive in writing prior to a
loss any or sit right of recovery  against any party for tosses  covered by such
policies.

         (b)  Tenant  agrees  to  include,  if  obtainable  at no,  or  minimal,
additional  cost, and so long as the same is permitted  under the laws of Texas,
In its "All Risks" Insurance  policy or policies on Its furniture,  furnishings,
fixtures and other  property  removable by Tenant under the provisions of its to
lease  of space in the  Building,  appropriate  clauses  pursuant  to which  the
insurance  company  or  companies  (I) waive the  right of  subrogation  against
Landlord  and/or ny  tenant  of space In the  Building  with  respect  to losses
payable  under such  policy or policies  and/or  (III) agree that such policy or
policies shall not be invalidated should the insured waive in writing prior to a
loss any or all right of recovery  against any party for losses  covered by such
policy or  policies.  If Tenant is unable to obtain in such  policy or  policies
either of the clauses  described in the preceding  sentence,  Tenant  shall,  if
legally possible and without necessitating a change in insurance carriers,  have
Landlord named in such policy or policies as an additional  insured. If Landlord
shall  be named as an  additional  insured  in  accordance  with the  foregoing,
Landlord agrees to endorse  promptly to the order of Tenant,  without  recourse,
any check, draft, or order for the payment of money representing the proceeds of
any such policy or  representing  any other payment  growing out of or connected
with said  policies,  and  Landlord  does hereby  irrevocably  waive any and all
rights in and to such proceeds and payments.

         (c)  Provided  that  Landlord's  right of full  recovery  under all its
policy or policies  aforesaid is not adversely  affected or prejudiced  thereby,
Landlord  hereby waives any and all right of recovery  which it might  otherwise
have against  Tenant,  its servants,  agents and  employees,  for loss or damage
occurring to the Building and the fixtures, appurtenances and equipment therein,
to the extent the same is covered by Landlord's insurance,  notwithstanding that
such loss or damage  may result  from the  negligence  or fault of  Tenant,  its
servants,  agents or employees.  Provided  that Tenant's  right of full recovery
under its aforesaid  policy or policies is not adversely  affected or prejudiced
thereby,  Tenant  hereby  waives  any and all right of  recovery  which it might
otherwise have against Landlord, its servants,  agents and employees and against
every other tenant in the Building who shall have  executed a similar  waiver as
set forth in this  Section  16.04 (c) for lose or damage to Tenant's  furniture,
furnishings,   fixtures  and  other  property  removable  by  Tenant  under  the
provisions  hereof to the extent  that same Is covered  by  Tenant's  insurance,
notwithstanding  that such loss or damage my result from the negligence or fault
of Landlord,  its servants,  agents or  employees,  or such other tenant and the
servants, agents or employees thereof.

                                  13


<PAGE>



         (d)  Landlord and Tenant  hereby agree to advise the other  promptly if
the clauses to be included in their respective  insurance  policies  pursuant to
subparagraphs  (a) and (b) above  cannot be obtained  an the terms  hereinbefore
provided and  thereafter to furnish the other with a certificate of insurance or
copy of such policies showing the naming of the other as an additional  insured,
as aforesaid. Landlord and Tenant hereby also agree to notify the other promptly
of any  cancellation or change of the term of any such policy which would affect
such clauses or naming. All such policies which name both Landlord and Tenant as
additional  insureds shall to the extent  obtainable,  contain agreements by the
insurers to the effect  that no act or mission of any  additional  insured  will
invalidate the policy as to the other additional insureds.

16.05    NOTICE OF CASUALTY

Tenant shall give Landlord notice in case of a fire or material  accident in the
Premises promptly after Tenant is aware of such event.

                                ARTICLE SEVENTEEN
                         WAIVER OF CLAIMS AND INDEMNITY

17.01    WAIVER OF CLAIMS

To the extent permitted by law, Tenant releases the indemnities from, and waives
all claims  for,  damage to person or  property  sustained  by the Tenant or any
occupant of the Building or Premises  resulting  directly or indirectly from any
existing or future condition,  defect, matter or thing in and about the Property
or the Premises or any part of either or any equipment or appurtenance  therein,
or resulting from any accident in or about the Property,  or resulting  directly
or indirectly  from any act or neglect of any tenant or occupant of the Building
or of any other person,  including Landlord's agents and servants,  except where
resulting  from the willful and wrongful act of any of the  indemnities.  Tenant
hereby   waives  any   consequential   damages,   compensation   or  claims  for
inconvenience or lose of business,  rents, or profits as a result of such injury
or damage.  If any such  damage,  whether to the  Premises or to any part of the
Property or any part thereof,  or whether to Landlord or to other tenants in the
Building,  results from any act or neglect of Tenant,  its employees,  servants,
agents, contractors, invitees and customers, Tenant shall be liable therefor and
Landlord may, at Landlord's  option,  repair such damage and Tenant shall,  upon
demand by Landlord, as payment of additional Rent hereunder,  reimburse Landlord
within ten (10) days of demand for the total cost of such repairs,  in excess of
amounts, if any, paid to Landlord under insurance covering such damages.  Tenant
shall not be liable for any damage  caused by its acts or neglect if Landlord or
a tenant has  recovered the full amount of the damage from proceeds of Insurance
policies and the Insurance  company has waived its right of subrogation  against
Tenant.

17.02    INDEMNITY BY TENANT

Intentionally Deleted.

                                ARTICLE EIGHTEEN
                              RULES AND REGULATIONS

18.01    RULES

Tenant agrees for itself and for its subtenants, employees, agents, and invitees
to empty with the rules and  regulations  listed an Exhibit "D" attached  hereto
and with all reasonable  modifications  and additions thereto which Landlord may
make from time to time.

18.02    ENFORCEMENT

Nothing in this Lease shall be construed to impose upon the Landlord any duty or
obligation to enforce the rules and  regulations  as set forth on Exhibit "D" or
as hereafter adopted,  or the terms,  covenants or conditions of any other lease
as against any other tenant,  and the Landlord shall not be liable to the Tenant
for violation of the same by any other tenant, its servants,  employees, agents,
visitors or  licensees.  Landlord  shall use  reasonable  efforts to enforce the
rules  and  regulations  of the  Building  in a uniform  and  non-discriminatory
manner.  Tenant shall pay to Landlord all damages caused by Tenant's  failure to
comply  with the  provisions  of this  Article  Eighteen  and shall  also pay to
Landlord as additional Rent an amount equal to any increase in insurance premium
caused by such failure to comply.

                                ARTICLE NINETEEN
                           LANDLORD'S RESERVED RIGHTS

19.01    RESERVED RIGHTS

Landlord shall have the following  rights  exercisable  without notice to Tenant
and without  liability  to Tenant for damage or injury to  persons,  property or
business and without being deemed an eviction or  disturbance of Tenant's use or
possession  of the  Premises or giving rise to any claim for setoff or abatement
of Rent:  (1) To change the  Building's  name or street address upon thirty (30)
days' prior  written  notice to Tenant;  (2) To install,  affix and maintain all
signs on the exterior and for interior of the Building;  (3) To designate and/or
approve  prior to  installation,  all types of  signs,  window  shades,  blinds,
drapes,  awnings or other  similar item,  and all internal  lighting that may be
visible from the exterior of the Premises; (4) Upon reasonable notice to Tenant,
to display the Premises to  prospective  tenants at reasonable  hours during the
last  twelve (12)  months of the Term;  (5) To grant to any party the  exclusive
right to  conduct  any  business  or render any  service in or to the  Building,
provided such  exclusive  right shall not operate to prohibit  Tenant from using
the Premises for the purpose permitted hereunder;  (6) To change the arrangement
and/or  location of entrances or  passageways,  doors and  doorways,  corridors,
elevators,  stairs,  washroom or public  portions of the Building,  and to close
entrances, doors, corridors,  elevators or other facilities,  provided that such
action shall not materially and adversely  interfere with Tenant's access to the
Premises or the  Building;  (7) To have access for Landlord and other tenants of
the  Building  to any mail  chutes and boxes  located in or on the  Premises  as
required by any  applicable  rules of the United States Post Office;  and (8) To
close the  Building  after  normal  business  hours,  except that Tenant and its
employees and invitees  shall be entitled to admission at all times,  under such
regulations as Landlord prescribes for security purposes.

                                 ARTICLE TWENTY
                              ESTOPPEL CERTIFICATE

20.01 IN GENERAL

Within  twenty (20) days after  request  therefor by Landlord,  Mortgagee or any
prospective  mortgagee  or owner,  Tenant  agrees as directed in such request to
execute an  Estoppel  Certificate  in  recordable  form,  binding  upon  Tenant,
certifying (I) that this Lease is unmodified and in full force and effect (or if
there have been modifications, a description of such modifications and that this
Lease as modified is in full force and effect

                                   14


<PAGE>



(II) the  dates  to  which  Rent has been  paid;  (III)  that  Tenant  is in the
possession  of the  Premises if that is the case;  (Iv) that  Landlord is not In
default under this Lease,  or, If Tenant  believes  Landlord is in default,  the
nature  thereof in detail;  (V) that  Tenant has no  off-sets or defenses to the
performance of its obligations under this Lease (or if Tenant believes there are
any off-sets or defenses,  a full and complete explanation  thereof);  (VI) that
the Premises  have been  completed in  accordance  with the term and  provisions
hereof  or the  Workletter,  that  Tenant  has  accepted  the  Premises  and the
condition  thereof and of all  improvements  thereto  and has no claims  against
Landlord  or any  other  party  with  respect  thereto;  and  (VII)  that  if an
assignment  of rents or teases has been served  upon the Tenant by a  Mortgagee,
Tenant will acknowledge  receipt thereof and agree to be bound by the provisions
thereof;  (VIII) that Tenant  will give to the  Mortgagee  copies of all notices
required or permitted  to be given by Tenant to Landlord;  and (IX) to any other
information reasonably requested.

20.02 ENFORCEMENT

In the event that  Tenant  fails to deliver an Estoppel  Certificate,  then such
failure shall be a Default for which there shall be no cure or grace period.  In
addition  to any other  remedy  available  to  Landlord,  Landlord  may impose a
penalty  equal to $500.00 for each day that Tenant  fails to deliver an Estoppel
Certificate and Tenant shall be deemed to have irrevocably appointed Landlord as
Tenant's attorney-in-fact to execute and deliver such Estoppel Certificate.

                               ARTICLE TWENTY-ONE
                              RELOCATION OF TENANT

                             Intentionally Deleted.

                               ARTICLE TWENTY-TWO
                               REAL ESTATE BROKERS

Tenant  represents that Tenant has not dealt with any real estate broker,  sales
person,  or finder in connection with this Lease other then  Landlord's  broker,
Lincoln  Property  Company  (the  "Broker"),  and no such  person  initiated  or
participated  in the negotiation of this Lease, or showed the Premises to Tenant
other  than  Broker  Landlord  shall  be  responsible  for  the  payment  of all
commissions to the Broker, if any, specified in this Article.

                              ARTICLE TWENTY-THREE
                              MORTGAGEE PROTECTION

23.01    SUBORDINATION AND ATTORNMENT

This Lease is and shall be expressly subject and subordinate at all times to (I)
any ground or underlying lease of the Real Property,  now or hereafter existing,
and all amendments,  renewals and  modifications to any such lease, and (II) the
lien of my first mortgage or trust deed now or hereafter  encumbering  fee title
to the Real Property  and/or the lease hold estate under any such lease,  unless
such ground lease or ground lessor, or mortgage or Mortgagee, expressly provides
or elects that the Lease shall be  superior  to such lease or  mortgage.  If any
such mortgage or trust deed is  foreclosed,  or if any such lease is terminated,
upon request of the Mortgagee or ground lessor,  as the case may be, Tenant will
attorn to the  purchaser at the  foreclosure  sale or to the ground lessor under
such lease, as the case my be, provided,  however, that such purchaser or ground
lessor  shall not be (I) bound by any payment of Rent for more then one month in
advance except  payments in the nature of security for the performance by Tenant
of its  obligations  under this Lease;  (II)  subject to any offset,  defense or
damages arising out of a default of any  obligations of any preceding  Landlord;
or (III) bound by any amendment or  modification  of this Lease made without the
written  consent  of the  Mortgagee  Or ground  lessor;  or (IV)  liable for any
security  deposits  not  actually  received in cash by such  purchaser or ground
lessor. This subordination shall be self-operative and no further certificate or
instrument  of  subordination  need be required by any such  Mortgages or ground
lessor.  In confirmation of such  subordination,  however,  Tenant shall execute
promptly any reasonable  certificate or instrument  that Landlord,  Mortgagee or
ground  lessor  may  request.  Tenant  hereby  constitutes  Landlord's  Tenant's
attorney-in-fact  to execute such certificate or instrument for and on behalf of
Tenant upon Tenant's  failure to do so within  fifteen (15) days of a request to
do so. Upon  request by such  successor in  interest,  Tenant shall  execute and
deliver reasonable instruments confirming the attornment provided for herein. In
addition,  Landlord will use its reasonable  efforts to obtain a non-disturbance
agreement from any future  mortgagee.  Which shall be acceptable to Tenant if in
form and content,  except for the completion of the applicable  blanks  therein,
identical to the form of Subordination, Non-Disturbance and Attornment Agreement
attached  hereto as Exhibit "H" and  incorporated  herein by  reference  for all
purposes or shall  contain  term and  conditions  no more adverse to Tenant then
contained  in the  form  attached  hereto  as  Exhibit  "H"  then  such  form of
non-disturbance agreement shall be deemed reasonably satisfactory to Tenant.

23.02    MORTGAGEE PROTECTION

Tenant agrees to give any Mortgagee or ground lessor, by registered or certified
mail,  a copy of any  notice of  default  served  upon the  Landlord  by Tenant,
provided that prior to such notice Tenant has received notice (by way of service
on Tenant of a copy of an assignment  of rents and leases,  or otherwise) of the
address of such  Mortgagee  or ground  lessor.  Tenant  further  agrees  that if
Landlord  shall have failed to cure such default within the time provided for in
this Lease,  then the Mortgagee or ground lessor shall have an additional thirty
(30) days after receipt of notice  thereof  within which to cure such default or
if such default cannot be cured within that time,  then such  additional  notice
time as way be  necessary,  if,  within such thirty (30) days,  any Mortgagee or
ground lessor has commenced and is diligently pursuing the remedies necessary to
cure such default  (including  but not limited to  commencement  of  foreclosure
proceedings or other proceedings to acquire possession of the Real Property,  if
necessary  to effect  such  cure).  Such period of time shall be extended by any
period within which such Mortgagee or ground lessor is prevented from commencing
or  pursuing  such  foreclosure  proceedings  or other  proceedings  to  acquire
possession of the Real Property by reason of  Landlord's  bankruptcy.  Until the
time allowed as aforesaid  for  Mortgagee or ground lessor to cure such defaults
has  expired  without  cure,  Tenant  shall  have no right to,  and  shall  not,
terminate  this Lease on account of  default.  This Lease my not be  modified or
amended  so as to reduce  the rent or shorten  the term,  or so as to  adversely
affect in any other  respect to any material  extent the rights of the Landlord,
nor shall this Lease be  canceled  or  surrendered,  without  the prior  written
consent, in each instance, of the ground lessor or the Mortgagee.

                               ARTICLE TWENTY-FOUR
                                     NOTICES

         (a) All  notices,  demands or requests  provided for or permitted to be
given  pursuant  to this  Lease  must be in  writing  and  shall  be  personally
delivered, sent by Federal Express or other overnight courier service, or mailed
by first class, registered or certified mall, return receipt requested,  postage
prepaid.

                                  15


<PAGE>



         (b) All notices,  demands or requests to be sent pursuant to this Lease
shall be deemed to have been  properly  given or served by delivering or sending
the same in  accordance  with this Section,  addressed to the parties  hereto at
their respective addresses listed below:


                  (1)       Notices to Landlord shall be addressed:

                           Lincoln Property Company
                           Attn: Mack Pogue or Building Manager
                           500 N. Akard, Suite 3300
                           Dallas, Texas 75201

                  with a copy to the following:

                           Metropolitan Life Insurance Company
                           Attn: Assistant Vice-President
                           5420 LBJ Freeway, Suite 1310
                           Dallas, Texas 75240

                  (2)      Notices to Tenant shall be addressed:

                           500 N. Akard
                           Suite 5000
                           Dallas, TX 75201

                  with a copy to the following:

                           Jenkens & Gilchrist, A Professional Corporation
                           1445 Ross Avenue, Suite 3200
                           Dallas, Texas 75202
                           Attention: Mark A. Todd, Esq.

         (c) If notices, demands or requests are sent by registered or certified
mail, said notices,  demands or requests shall be effective upon being deposited
in the United States mail.  However,  the time period in which a response to any
such notice, demand or request must be given shall commence to run from the date
of  receipt  on the  return  receipt  of the  notice,  demand or  request by the
addressee  thereof.  Rejection  or other  refusal to accept or the  inability to
deliver  because of changed address of which no notice was given shall be deemed
to be receipt of notice,  demand or request sent.  Notices may also be served by
personal service upon any officer,  director or partner of Landlord or Tenant or
in the case of delivery by Federal Express or other overnight  courier  service,
notices shall be effective upon acceptance of delivery by an employee,  officer,
director or partner of Landlord or Tenant.

         (d) By giving  to the other  party at least  thirty  (30) days  written
notice  thereof,  either party shall have the right from time to time during the
term of this Lease to change their respective addresses for notices, statements,
demands  and  requests,  provided  such new  address  shall be within the United
States of America.


                               ARTICLE TWENTY-FIVE
                                  MISCELLANEOUS

25.01    LATE CHARGES

All  payments  required  hereunder  (other then the  Monthly  Base Rent and Rent
Adjustments,  which shall be due as hereinbefore  provided) to Landlord shall be
paid within ten (10) days after  Landlord's  demand  therefor.  All such amounts
(including,  without  limitation Monthly Base Rent and Rent Adjustments not paid
when due  shall  bear  interest  from the date due  until  the date  paid at the
Default Rate in effect on the date such payment was due.

25.02    WAIVER OF JURY TRIAL

Intentionally Deleted.

25.03    DEFAULT UNDER OTHER LEASE

Intentionally Deleted.

25.04    OPTION
This Lease shall not become effective as a lease or otherwise until executed and
delivered by both  Landlord and Tenant.  The  submission  of the Lease to Tenant
does not constitute a reservation of or option for the Premises,  except that it
shall  constitute  an  irrevocable  offer on the part of Tenant  in  effect  for
fifteen  (15) days to lease the  Premises  on the  terms and  conditions  herein
contained.

25.05    TENANT AUTHORITY

Tenant  represents and warrants to Landlord that it has full authority and power
to enter into and perform  its  obligations  under this  Lease,  that the person
executing  this  Lease is fully  empowered  to do so,  and  that no  consent  or
authorization  is  necessary  from any third  party.  Landlord  may request that
Tenant provide Landlord evidence of Tenant's authority.

25.06    ENTIRE AGREEMENT

This Lease, the Exhibits  attached hereto and the Workletter  contain the entire
agreement  between Landlord and Tenant  concerning the Premises and there are no
other  agreements,  either  oral or  written.  This Lease  shall not be modified
except by a writing executed by Landlord and Tenant.

25.07    MODIFICATION OF LEASE FOR BENEFIT OF MORTGAGEE

If Mortgagee of Landlord  requires a modification  of this Lease which shall not
result in any increased  cost or expense to Tenant or in any other  material and
adverse change in the rights and  obligations of Tenant  hereunder,  then Tenant
agrees that the Lease may be so modified.

                                16


<PAGE>



25.08    EXCULPATION

Tenant agrees,  on its behalf and on behalf of its successors and assigns,  that
any  liability  or  obligation  under this Lease shall only be enforced  against
Landlord's  equity  interest in the Property  and in no event  against any other
assets of the Landlord, or Landlord's officers or directors.

25.09    ACCORD AND SATISFACTION

No  payment  by  Tenant or  receipt  by  Landlord  of a lesser  amount  then any
installment  or  payment of Rent due shall be deemed to be other than on account
of the mount due,  and no  endorsement  or  statement on any check or any letter
accompanying  any  check or  payment  of Rent  shall be  deemed  an  accord  and
satisfaction, and Landlord may accept such check or payment without prejudice to
Landlord's  right to recover the balance of such  installment or payment of Rent
or pursue  any other  remedies  available  to  Landlord.  No receipt of money by
Landlord from Tenant after the  termination  of this Lease or Tenant's  right of
possession of the Premises shall reinstate, continue or extend the Term.

25.10    LANDLORD'S OBLIGATIONS ON SALE OF BUILDING

In the event of any sale or other  transfer of the Building,  Landlord  shall be
entirely  freed and  relieved  of all  agreements  and  obligations  of Landlord
hereunder  accruing or to be performed  after the date of such sale or transfer,
provided that all of Landlord's  obligations  hereunder are specifically assumed
by the buyer or transferee.

25.11    BINDING EFFECT

This Lease shall be binding upon and inure to the benefit of Landlord and Tenant
and their  respective  heirs,  legal  representatives,  successors and permitted
assigns.

25.12    CAPTIONS

The Article and Section  captions in this Lease are inserted  only as smatter of
convenience  and in no way define,  limit,  construe,  or describe  the scope or
intent of such Articles and Sections.

25.13    APPLICABLE LAW

This Lease shall be construed in accordance with the laws of the State of Texas.
If any term,  covenant or condition of this Lease or the application  thereof to
any person or circumstance  shall I, to any extent, be invalid or unenforceable,
the  remainder  of this  Lease,  or the  application  of such term,  covenant or
condition  to persons or  circumstances  other then those as to which it is held
invalid or unenforceable,  shall not be affected thereby and each item, covenant
or condition of this Lease shall be valid and be enforced to the fullest  extent
permitted by law.

25.14    ABANDONMENT

In the event Tenant  abandons the Promises but is otherwise in  compliance  with
all the terms,  covenants and conditions of this Lease,  Landlord shall (I) have
the right to enter into the  Premises in order to show the space to  prospective
tenants,  (II) have the right to reduce the services provided to Tenant pursuant
to the terms of this Lease to such levels as Landlord  reasonably  determines to
be adequate  services for an  unoccupied  premises and (III) during the last six
(6) months of the Term,  have the right to prepare the Premises for occupancy by
another tenant upon the end of the Term.

25.15    LANDLORD'S RIGHT TO PERFORM TENANT'S DUTIES

Except as otherwise  provided  heroin,  if Tenant fails timely to perform any of
its duties  under this Lease or the  Workletter,  Landlord  shall have the right
(but not the  obligation),  to perform such duty on behalf and at the expense of
Tenant upon prior notice to Tenant,  and all sums expended or expenses  incurred
by Landlord in performing  such duty shall be deemed to be additional Rent under
this Lease and shall be due and payable upon demand by Landlord.

25.16 TERMINATION OF EXISTING LEASE

"As of the  Commencement  Date of this Lease,  Tenant's  existing  lease between
Tenant  and One  Lincoln  Plaza - A Joint  Venture,  Landlord's  predecessor  in
interest, dated August 4, 1993 as amended by the First Amendment to Office Lease
Agreement  dated  March 4, 1994  ("First  Amendment"),  as amended by the Second
Amendment to Office Lease  Agreement  dated April 18, 1995 ("Second  Amendment")
and as amended by the Third  Amendment to Office Lease Agreement dated September
18, 1995  ("Third  Amendment")  covering  50,961 s.f of  Rentable  Area shall be
terminated and of no further force or effect."

NOTICE OF  INDEMNIFICATION:  THE  PARTIES TO THIS LEASE  HEREBY  ACKNOWLEDGE
AND AGREE THAT THIS LEASE (AND  ATTACHED  EXHIBITS)CONTAINS CERTAIN
INDEMNIFICATION PROVISIONS.

IN WITNESS  WHEREOF,  this Lease has been  executed  as of the date set forth in
Section 1.01(4) hereof.


LANDLORD:                              TENANT:

METROPOLITAN LIFE INSURANCE            GREAT SOUTHERN LIFE INSURANCE COMPANY
COMPANY

By: __________________________         By:  _________________________________

David G. Rogers,                       Richard Juneau, Secretary
Asst. Vice-President
Date: ___2/14/97______________         Date:  _2/11/97_______________________

                                    17


<PAGE>

                FIRST AMENDMENT TO OFFICE LEASE AGREEMENT


         This First  Amendment to Office Lease Agreement  ("Amendment"),  by and
between   METROPOLITAN   LIFE  INSURANCE   COMPANY,   a  New  York   corporation
("Landlord"),  and GREAT SOUTHERN LIFE INSURANCE  COMPANY.,  a Texas corporation
("Tenant"), is dated the 2nd day of December, 1997.

                                                         WITNESSETH:


         WHEREAS,  Landlord  and Tenant  heretofore  entered  into that  certain
Office Lease Agreement dated February 19, 1997 ("Lease"),  under and pursuant to
the terms of which Tenant has leased from Landlord certain office space known as
Suite 5000 and  containing  approximately  49,912  square feet of Rentable  Area
("Premises")  in that certain  office  building  commonly  known as "One Lincoln
Plaza"  ("Building"),  which is located at 500 N. Akard St.,  Dallas,  Texas, as
more particularly described in the Lease; and

         WHEREAS,  Tenant  desires to add  approximately  7,664  square  feet of
Rentable Area on the 31 floor  ("Expansion  Space") (being  approximately  6,663
square feet of Usable Area) to the Existing  Premises,  which Expansion Space is
outlined on Exhibit "A' attached hereto; and

         WHEREAS, Tenant agrees, within thirty (30) days after receipt of notice
from  Landlord,  to vacate  the  Expansion  Space;  should  Tenant  elect not to
exercise its right to lease additional  space, as more  particularly  defined on
Schedule 1 to Exhibit "J" of the Lease; and

         WHEREAS, Tenant and Landlord agree to amend the suite number from Suite
5000 to Suite 500.

         NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants  contained  herein  and in the  Lease,  the  parties  hereto do hereby
covenant and agree as follows:

         1. Defined Terms.  Terms defined in the Lease and delineated  herein by
initial  capital  letters  shall have the same meaning  ascribed  thereto in the
Lease,  except to the  extent  that the  meaning  of such  term is  specifically
modified by the provisions  hereof. In addition,  other terms not defined in the
Lease but defined herein will, when  delineated  with initial  capital  letters,
have the meanings  ascribed  thereto in this Amendment.  Terms and phrases which
are not delineated by initial capital  letters shall have the meanings  commonly
ascribed thereto.

         2. Premise.  From and after the Expansion Space  Commencement Date, the
term  "Premises" (as defined in Article  1.01(9) of the Lease) shall include the
Expansion  Space  for  all  purposes,   including,   without   limitation,   the
determination of Tenant's share of Basic Costs,  and thereafter,  the "Premises"
shall be comprised of the Existing  Premises and the  Expansion  Space,  and the
Premises are stipulated for all purposes to contain  approximately 57,576 square
feet of Rentable Area. Being approximately 54,593 square feet of Usable Area.

         3. Expansion Space  Commencement  Date, As used herein,  the "Expansion
Space Commencement Date" Shall mean December 1, 1997.

         4. Lease Term. The Lease Term for the Expansion Space ("Expansion Space
Lease Term") shall mean a term  commencing of the Expansion  Space  Commencement
Date and  continuing  on a month  to  month  basis  expiring  on June 30,  1998.
Notwithstanding the foregoing,  and without changing the Lease Term with respect
to the existing  Premises,  the Lease Term for the Existing Premises will expire
on May 31, 2007.

         5.       Base  Rental.  Article  1.01(8) of the Lease  shall be
amended , and the  following  additional  paragraphs shall be inserted in the
Lease:

         With respect to the Expansion Space,  commencing on the Expansion Space
         Commencement Date and continuing through,  June 30, 1998, "Base Rental"
         shall mean the sum of $12.00 per square  foot of  Rentable  Area within
         the Expansion Space per annum, all as adjusted pursuant to Article 4.01
         of the Lease.  Notwithstanding the foregoing,  and without changing the
         Base Rental with respect to the Existing Premises,  Base Rental for the
         Existing  Premises  shall  remain at $14.00 per square feet of Rentable
         Area within the Existing Premises.

         6.  Commissions.  Tenant  represents  and  warrants  that no broker has
represented  it in this  Amendment  transaction  and  that no  broker  is owed a
commission  or fee  in  connection  with  the  consummation  of  this  Amendment
transaction.  Tenant hereby  indemnities and holds Landlord harmless against any
loss,  claim,  expense or liability with respect to any commissions or brokerage
fees  claimed on  account of the  amendment  of this Lease or  expansion  of the
Premises hereunder,  if applicable,  due to any action of Tenant. The provisions
of this  Paragraph  6 shall  survive  the  expiration  of the Lease  Term or any
renewal or extension thereof.
         7.       Exhibits.  The following  exhibit and schedule are attached
hereto and incorporated  herein and made a part of this Lease for all purposes:
Exhibit "Al Floor Plan of Expansion Space

         8. Effect of Amendment.  Except as expressly  amended by the provisions
hereof, the terms and provisions contained in the Lease shall continue to govern
the rights and  obligations of the parties;  and all provisions and covenants in
the Lease shall remain in full force and effect as stated therein, except to the
extent specifically modified by the provisions of this Amendment. This Amendment
and the Lease shall be construed as one instrument.



FIRST AMENDMENT TO OFFICE LEASE AGREEMENT - Page 1



<PAGE>



NOTICE OF INDEMNIFICATION: THE PARTIES TO THIS AMENDMENT HEREBY ACKNOWLEDGE AND
AGREE THAT THIS AMENDMENT AND ATTACHED EXHIBITS CONTAIN CERTAIN INDEMNIFICATION
PROVISIONS.

         IN WITNESS WHEREOF, Landlord and Tenant have executed this Amendment in
multiple counterparts as of the last day and year written below.


LANDLORD:



METROPOLITAN LIFE INSURANCE COMPANY,
a New York corporation

By:_______________________________
David G. Rogers,
Date:______12/2/97______________
Assistant Vice President

TENANT:


GREAT SOUTHERN LIFE INSURANCE COMPANY
a Texas corporation

By:

Name:
Date: 11/18/97
Secretary