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                                                                   EXHIBIT 10.02

                     OPTIONS REAL ESTATE INVESTMENTS, INC.

               NORTH TEXAS COMMERCIAL ASSOCIATION OF REALTORS(R)

                           COMMERCIAL LEASE AGREEMENT

TABLE OF CONTENTS
<Table>
<Caption>
Article                                                            Page
<S>  <C>                                                           <C>
1.   Defined Terms                                                    1
2.   Lease and Lease Term                                             2
3.   Rent and Security Deposit                                        2
4.   Taxes                                                            3
5.   Insurance and Indemnity                                          3
6.   Use of Demised Premises                                          4
7.   Property Condition, Maintenance, Repairs and Alterations         5
8.   Damage or Destruction                                            6
9.   Condemnation                                                     7
10.  Assignment and Subletting                                        7
11.  Default and Remedies                                             7
12.  Landlord's Contractual Lien                                      9
13.  Protection of Lenders                                            9
14.  Environmental Representations and Indemnity                     10
15.  Professional Service Fees                                       10
16.  Miscellaneous                                                   11
17.  Additional Provisions                                           13
</Table>

EXHIBITS AND ADDENDA. Any exhibit or addendum attached to this Lease is
incorporated as a part of this Lease for all purposes. Any term not specifically
defined in the Addenda shall have the same meaning given to it in the body of
this Lease. To the extent any provisions in the body of this Lease conflict with
the Addenda, the Addenda shall control.

[CHECK ALL BOXES WHICH APPLY. BOXES NOT CHECKED DO NOT APPLY.]

[ ] Exhibit A       Survey and/or Legal Description of the Property
[X] Exhibit B       Floor Plan and/or Site Plan

[X] Addendum A      Expense Reimbursement
[ ] Addendum B      Renewal Options
[ ] Addendum C      Right of First Refusal for Additional Space
[ ] Addendum D      Percentage Rental/Gross Sales Reports
[X] Addendum E      Guarantee
[ ] Addendum F      Construction of Improvements
[X] Addendum G      Rules and Regulations
[ ] Addendum H      Other _________________________________________

IN CONSIDERATION of the terms, provisions and agreements contained in this
Lease, the parties agree as follows:

ARTICLE ONE: DEFINED TERMS. As used in this Commercial Lease Agreement (the
"Lease"), the terms set forth in this Article One have the following respective
meanings:

1.01. EFFECTIVE DATE: The last date beneath the signatures of Landlord and
      Tenant on page 13 below.

1.02. LANDLORD:       DARWIN GERMAN SR. AND DARWIN GERMAN II
               -----------------------------------------------------------------
      Address:            1636 N. HAMPTON ROAD, STE. 250
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          DESOTO, TEXAS 75115      Telephone:  972-328-7200   Fax: 972-780-1716
      ----------------------------           ----------------     --------------

1.03. TENANT:               CDS/eTELCHARGE.com, INC.
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      Address:                   1203 PAYNE DR.
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      LANCASTER, TEXAS 75134-2360  Telephone:  972-298-3800   Fax: 972-298-3802
      ----------------------------           ----------------     --------------

1.04. DEMISED PREMISES:          1636 N. HAMPTON ROAD, STE. 270, DESOTO
                       ---------------------------------------------------------
   A. STREET ADDRESS:       1636 N. HAMPTON RD., STE. 270, DESOTO, TEXAS
                     -----------------------------------------------------------
               DESOTO                      in       DALLAS        County, Texas.
   ---------------------------------------    -------------------


   B. LEGAL DESCRIPTION: The property on which the Demised Premises is situated
   (the "Property") is more particularly described as:

   EAGLE OFFICE PARK TR 9A ACS 1,9808 VOL 99163/6616 DD081399 CO-DALLAS
   -----------------------------------------------------------------------------
   0314500009A00 22003145000
   -----------------------------------------------------------------------------
                 or is described on EXHIBIT A, SURVEY AND/OR LEGAL DESCRIPTION.
   --------------

   C. FLOOR PLAN OR SITE PLAN: Being a floor area of approximately 1,369
   square feet (measured to the exterior of outside walls and to the center of
   the interior walls) and being more particularly shown in outline form on
   Exhibit B. FLOOR PLAN AND/OR SITE PLAN.

   D. Tenant's pro rata share of the Property is 5.34%. [See Addendum A. EXPENSE
   REIMBURSEMENT, if applicable]

1.05. LEASE TERM: 3 years and 0 months beginning on August 1, 2000 (the
      "Commencement Date") and ending on July 31, 2003 (the "Expiration Date").

1.06. BASE RENT: $36,000.00 total Base Rent for the Lease Term payable in
      monthly installments of $1,000.00 per month in advance. (The total amount
      of Rent is defined in Section 3.01.)

1.08. SECURITY DEPOSIT: $1,000.00 (due upon execution of this Lease). [See
      Section 3.04]

1.09. PERMITTED USE: INTERNET BILLING COMPANY. [See section 6.01]

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1.10. PARTY TO WHOM TENANT IS TO DELIVER PAYMENTS UNDER THIS LEASE [CHECK ONE]:
      [ ] Landlord [ ] Principal Broker, or [ ] Other__________________________.
      Landlord may designate in writing the party authorized to act on behalf of
      Landlord to enforce this Lease. Any such authorization will remain in
      effect until it is revoked by Landlord in writing.

1.11. PRINCIPAL BROKER:  OPTIONS REAL ESTATE INVESTMENTS, INC., acting as [CHECK
      ONE]: [x] agent for Landlord exclusively, [ ] agent for Tenant
      exclusively, [ ] an intermediary. Principal Broker's Address:  P.O. Box
      867, DeSoto, Texas 75123-0867 Telephone: 972-283-1111 Fax: 972-780-1716

1.12. COOPERATING BROKER:  OPTIONS REAL ESTATE INVESTMENTS, INC., acting as
      [CHECK ONE]: [ ] agent for Landlord exclusively, [ ] agent for Tenant
      exclusively, [ ] an intermediary.
      Cooperating Broker's Address:  P.O. Box 867, DeSoto, TX 75123-0867
      Telephone: (972)283-1111 Fax: (972)780-1716

1.13. THE FEE: The Professional Service Fee shall be as set forth [CHECK ONE]:
      [ ] Paragraph A, or [x] Paragraph B of Section 15.01.

     A.   The percentage applicable for leases in Sections 15.01 and 15.03
          shall be six percent (6%).

     B.   The percentage applicable in Section 15.04 in the event of a sale
          shall be six percent (6%).

1.14. ACCEPTANCE: The number of days for acceptance of this offer is three days.
      [See Section 16.14].

ARTICLE TWO: LEASE AND LEASE TERM

2.01. LEASE OF DEMISED PREMISES FOR LEASE TERM. Landlord leases the Demised
Premises to Tenant and Tenant leases the Demised Premises from Landlord for the
Lease Term stated in Section 1.05. The Commencement Date is the date specified
in Section 1.05, unless advanced or delayed under any provision of this Lease.

2.02. DELAY IN COMMENCEMENT. Landlord shall not be liable to Tenant if Landlord
does not deliver possession of the Demised Premises to Tenant on the
Commencement Date specified in Section 1.05 above. Landlord's non-delivery of
possession of the Demised Premises to Tenant on the Commencement Date will not
affect this Lease or the obligations of Tenant under this Lease. However, the
Commencement Date shall be delayed until possession of the Demised Premises is
delivered to Tenant. The Lease Term shall be extended for a period equal to the
delay in delivery of possession of the Demised Premises to Tenant, plus the
number of days necessary for the Lease Term to expire on the last day of a
month. If Landlord does not deliver possession of the Demised Premises to Tenant
within sixty (60) days after the Commencement Date specified in Section 1.05,
Tenant may cancel this Lease by giving written notice to Landlord within ten
(10) days after the 60-day period ends. If Tenant gives such notice, this Lease
shall be canceled effective as of the date of its execution, and no party shall
have any obligations under this Lease. If Tenant does not give such notice
within the time specified, Tenant shall have no right to cancel this Lease, and
the Lease Term shall commence upon the delivery of possession of the Demised
Premises to Tenant. If delivery of possession of the Demised Premises to Tenant
is delayed, Landlord and Tenant shall, upon such delivery, execute an amendment
to this Lease setting forth the revised Commencement Date and Expiration Date of
the Lease Term.

2.03. EARLY OCCUPANCY. If Tenant occupies the Demised Premises prior to the
Commencement Date, Tenant's occupancy of the Demised Premises shall be subject
to all of the provisions of this Lease. Early occupancy of the Demised Premises
shall not advance the Expiration Date. Unless otherwise provided herein, Tenant
shall pay Base Rent and all other charges specified in this Lease for the period
of occupancy.

2.04. HOLDING OVER. Tenant shall vacate the Demised Premises immediately upon
the expiration of the Lease Term or earlier termination of this Lease. Tenant
shall reimburse Landlord for and indemnify Landlord against all damages incurred
by Landlord as a result of any delay by Tenant in vacating the Demised Premises.
If Tenant does not vacate the Demised Premises upon the expiration of the Lease
Term or earlier termination of this Lease, Tenant's occupancy of the Demised
Premises shall be a day-to-day tenancy, subject to all of the terms of this
Lease, except that the Base Rent during the holdover period shall be increased
to an amount which is one-and-one-half (1 1/2) times the Base Rent in effect on
the expiration or termination of this Lease, computed on a daily basis for each
day of the holdover period, plus all additional sums due under this Lease. This
paragraph shall not be construed as Landlord's consent for Tenant to hold over
or to extend this Lease.

ARTICLE THREE: RENT AND SECURITY DEPOSIT

3.01. MANNER OF PAYMENT. All sums payable under this Lease by Tenant (the
"Rent") shall be made to the Landlord at the address designated in Section 1.02,
unless another person is designated in Section 1.10, or to any other party or
address as Landlord may designate in writing. Any and all payments made to a
designated third party for the account of the Landlord shall be deemed made to
Landlord when received by the designated third party. All sums payable by Tenant
under this Lease, whether or not expressly denominated as rent, shall constitute
rent for the purposes of Section 5.02(b)(6) of the Bankruptcy Code and for all
other purposes. The Base Rent is the minimum rent for the Demised Premises and
is subject to the terms and conditions contained in this Lease, together with
the attached Addenda, if any.

3.02. TIME OF PAYMENT. Upon execution of this Lease, Tenant shall pay the
installment of Base Rent for the first month of the Lease Term. On or before the
first day of the second month other Lease Term and of each month thereafter, the
installment of Base Rent and other sums due under this Lease shall be due and
payable, in advance, without off-set, deduction or prior demand. Tenant shall
cause payments to be properly mailed or otherwise delivered so as to be actually
received by the party identified in 1.10 above on or before the due date (and
not merely deposited in the mail). If the Lease Term commences or ends on a day
other than the first or last day of a calendar month, the rent for any
fractional calendar month following the Commencement Date or preceding the end
of the Lease Term shall be prorated by days.

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3.03.    LATE CHARGES. Tenant's failure to promptly pay sums due under the Lease
may cause Landlord to incur unanticipated costs. The exact amount of those costs
is impractical or extremely difficult to ascertain. The costs may include, but
are not limited to, processing and accounting charges and late charges which may
be imposed on Landlord by any ground lease or deed of trust encumbering the
Demised Premises. Payments due to Landlord under this Lease are not an extension
of credit. Therefore, if any payment under the Lease is not actually received on
or before the due date (and not merely deposited in the mail), Landlord may, at
Landlord's option and to the extent allowed by applicable law, impose a Late
Charge on any late payments in an amount equal to one-half of one percent (0.5%)
of the amount of the past due payment (the "Late Charge") per day for each day
after the due date, until the past due amount in Good Funds is received by
Landlord, up to a maximum of ten percent (10%) of the past due amount. A Late
Charge may be imposed only once on each past due payment. Any Late Charge will
be in addition to Landlord's other remedies for nonpayment of rent. If any check
tendered to Landlord by Tenant under this Lease is dishonored for any reason,
Tenant shall pay to the party receiving payments under this Lease a fee of
twenty-five dollars ($25.00), plus (at Landlord's option) a Late Charge as
provided above until good funds are received by Landlord. The parties agree that
any Late Charge and dishonored check fee represent a fair and reasonable
estimate of the costs Landlord will incur by reason of the late payment or
dishonored check. Payments received from Tenant shall be applied first to any
Late Charges, second to Base Rent, and last to other unpaid charges or
reimbursements due to Landlord. Notwithstanding the foregoing, Landlord will not
impose a Late Charge as to the first late payment in any calendar year, unless
Tenant fails to pay the late payment to Landlord within three (3) business days
after the delivery of a written notice from Landlord to Tenant demanding the
late payment be paid. However, Landlord may impose a Late Charge without advance
notice to Tenant on any subsequent late payment in the same calendar year.

3.04.    SECURITY DEPOSIT. Upon execution of this Lease, Tenant shall deposit
with Landlord a cash Security Deposit in the amount stated in Section 1.08.
Landlord may apply all or part of the Security Deposit to any unpaid Rent or
other charges due from Tenant or to cure any other defaults of Tenant. If
Landlord uses any part of the Security Deposit, Tenant shall restore the
Security Deposit to its full amount within ten (10) days after Landlord's
written demand. Tenant's failure to restore the full amount of the Security
Deposit within the time specified shall be a default under this Lease. No
interest will be paid on the Security Deposit. Landlord will not be required to
keep the Security Deposit separate from its other accounts and no trust
relationship is created with respect to the Security Deposit. Upon any
termination of this Lease not resulting from Tenant's default, and after Tenant
has vacated the Property and cleaned and restored the Demised Premises in the
manner required by this Lease, Landlord shall refund the unused portion of the
Security Deposit to Tenant within thirty days after the Termination Date or
thirty days after Tenant fully complies with the conditions of termination as
required in Section 7.05, whichever is later.

3.05.    GOOD FUNDS PAYMENTS. If, for any reason whatsoever, any two or more
payments by check from Tenant to Landlord for Rent are dishonored and returned
unpaid, thereafter Landlord may, at Landlord's sole option, upon written notice
to Tenant, require that all future payments of Rent for the remaining term of
the Lease must be made by cash, certified check, cashier's check, or money order
("Good Funds") and that the delivery of Tenant's personal or corporate check
will no longer constitute payment of Rent under this Lease. Any acceptance by
Landlord of a payment for Rent by Tenant's personal or corporate check
thereafter shall not be construed as a waiver of Landlord's right to insist upon
payments by Good Funds as set forth herein.

ARTICLE FOUR: TAXES

4.01.    PAYMENT BY LANDLORD. Landlord shall pay the real estate taxes on the
Demised Premises during the Lease Term.

4.02.   IMPROVEMENTS BY TENANT. If the real estate taxes levied against the
Demised Premises for the real estate tax year in which the Lease Term commences
are increased as a result of any alterations, additions or improvements made by
Tenant or by Landlord at the request of Tenant, Tenant shall pay to Landlord
upon demand the amount of the increase and continue to pay the increase during
the Lease Term. Landlord shall use reasonable efforts to obtain from the tax
assessor or assessors a written statement of the total amount of the increase.

4.03.    JOINT ASSESSMENT. If the real estate taxes are assessed against the
Demised Premises jointly with other property not constituting a part of the
Demised Premises, the real estate taxes applicable to the Demised Premises shall
be equal to the amount bearing the same proportion to the aggregate assessment
that the total square feet of building area in the Demised Premises bears to the
total square feet of building area included in the joint assessment.

4.04.    PERSONAL PROPERTY TAXES. Tenant shall pay all taxes assessed against
trade futures, furnishings, equipment, inventory, products, or any other
personal property belonging to Tenant. Tenant shall use reasonable efforts to
have Tenant's property taxed separately from the Demised Premises. If any of
Tenant's property is taxed with the Demised Premises, Tenant shall pay the taxes
for its property to Landlord within fifteen (15) days after Tenant receives a
written statement from Landlord for the property taxes.

ARTICLE FIVE: INSURANCE AND INDEMNITY

5.01.   CASUALTY INSURANCE. During the Lease Term, Landlord shall maintain
policies of insurance covering loss of or damage to the Demised Premises in an
amount or percentage of replacement value as Landlord deems reasonable in
relation to the age, location, type of construction and physical condition of
the Demised Premises and the availability of insurance at reasonable rates. The
policies shall provide protection against all perils included within the
classification of fire and extended coverage and any other perils which Landlord
deems necessary. Landlord may, at Landlord's option, obtain insurance coverage
for Tenant's fixtures, equipment or building improvements installed by Tenant in
or on the Demised Premises. Tenant shall, at Tenant's expense, maintain
insurance on its fixtures, equipment and building improvements as Tenant deems
necessary to protect Tenant's interest. Tenant shall not do or permit to be done
anything which invalidates any insurance policies. Any casualty insurance
carried by Landlord or Tenant shall be for the sole benefit of the party
carrying the insurance and under its sole control.

5.02.    INCREASE IN PREMIUMS. Tenant shall not permit any operation or
activity to be conducted, or storage or use of any volatile or any other
materials, on or about the Demised Premises that would cause suspension or
cancellation of any fire and extended coverage insurance policy carried by
Landlord, or increase the premiums therefor, without the prior written consent
of Landlord. If Tenant's use and occupancy of the Demised Premises causes an
increase in the premiums for any fire and extended coverage insurance policy
carried by Landlord, Tenant shall pay to Landlord, as additional rental, the
amount of the increase within ten days after demand and presentation by
Landlord of written evidence of the increase.

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5.03. LIABILITY INSURANCE. During the Lease Term, Tenant shall maintain a
commercial general [??????] policy of insurance, at Tenant's expense, insuring
Landlord against liability arising out of the ownership, use, occupancy, or
maintenance of the Demised Premises. The initial amounts of the insurance must
be at least: $1,000,000 for Each Occurrence, $2,000,000 General Aggregate per
policy year, $100,000 Property Damage for the Demised Premises, and $10,000
Medical Expense; plus a $5,000,000 commercial general liability umbrella; and
shall be subject to periodic increases based upon economic factors as Landlord
may determine, in Landlord's discretion, exercised in good faith. However, the
amounts of the insurance shall not limit Tenant's liability nor relieve Tenant
of any obligation under this Lease. The policies must contain cross-liability
endorsements, if applicable, and must insure Tenant's performance of the
indemnity provisions of Section 5.04. The policies must contain a provision
which prohibits cancellation or modification of the policy except upon thirty
(30) days' prior written notice to Landlord. Tenant may discharge Tenant's
obligations under this Section by naming Landlord as an additional insured
under a comprehensive policy of commercial general liability insurance
maintained by Tenant and containing the coverage and provisions described in
this Section. Tenant shall deliver a copy of the policy or certificate (or a
renewal) to Landlord prior to the Commencement Date and prior to the expiration
of the policy during the Lease Term. If Tenant fails to maintain the policy,
Landlord may elect to maintain the insurance at Tenant's expense. Tenant may,
at Tenant's expense, maintain other liability insurance as Tenant deems
necessary.

5.04. INDEMNITY. Landlord shall not be liable to Tenant or to Tenant's
employees, agents, invitees or visitors, or to any other person, for any injury
to persons or damage to property on or about the Demised Premises or any
adjacent area owned by Landlord caused by the negligence or misconduct of
Tenant, Tenant's employees, subtenants, agents, licensees or concessionaires or
any other person entering the Demised Premises under express or implied
invitation of Tenant, or arising out of the use of the Demised Premises by
Tenant and the conduct of Tenant's business, or arising out of any breach or
default by Tenant in the performance of Tenant's obligations under this Lease;
and Tenant hereby agrees to indemnify and hold Landlord harmless from any loss,
expense or claims arising out of such damage or injury. Tenant shall not be
liable for any injury or damage caused by the negligence or misconduct of
Landlord, or Landlord's employees or agents, and Landlord agrees to indemnify
and hold Tenant harmless from any loss, expense or damage arising out of such
damage or injury.

5.05. COMPARATIVE NEGLIGENCE. Tenant and Landlord hereby unconditionally and
irrevocably agree to indemnify, defend and hold each other and their officers,
agents, directors, subsidiaries, partners, employees, licensees and counsel
harmless, to the extent of each party's comparative negligence, if any, from
and against any and all loss, liability, demand, damage, judgment, suit, claim,
deficiency, interest, fee, charge, cost or expense (including, without
limitation, interest, court costs and penalties, reasonable attorney's fees and
disbursements and amounts paid in settlement, or liabilities resulting from any
change in federal, state or local law or regulation or interpretation of this
Lease) of whatever nature, on a comparative negligence basis, even when caused
in part by Landlord's or Tenant's negligence or the joint or concurring
negligence of Landlord, Tenant, and any other person or entity, which may
result or to which Landlord or Tenant and/or of their officers, agents,
directors, employees, subsidiaries, partners, licensees and counsel may
sustain, suffer, incur or become subject to in connection with or arising in
any way whatsoever out of the leasing, operation, promotion, management,
maintenance, repair, use or occupation of the Demised Premises, or any other
activity of whatever nature in connection therewith, or arising out of or by
reason of any investigation, litigation or other proceedings brought or
threatened, arising out of or based upon the leasing, operation, promotion,
management, maintenance, repair, use or occupancy of the Demised Premises, or
any other activity on the Demised Premises. This provision shall survive the
expiration or termination of this Lease.

5.06. WAIVER OF SUBROGATION. Each party to this Lease waives any and every
claim which arises or may arise in its favor against the other party during the
term of this Lease or any renewal or extension of this Lease for any and all
loss of, or damage to, any of its property located within or upon, or
constituting a part of, the Demised Premises, which loss or damage is covered
by valid and collectible fire and extended coverage insurance policies, to the
extent that such loss or damage is recoverable under such insurance policies.
These mutual waivers shall be in addition to, and not in limitation or
derogation of, any other waiver or release contained in this Lease with respect
to any loss of, or damage to, property of the parties. Inasmuch as these mutual
waivers will preclude the assignment of any aforesaid claim by way of
subrogation or otherwise to an insurance company (or any other person), each
party hereby agrees to give immediately to each insurance company (which has
issued to such party policies of fire and extended coverage insurance) written
notice of the terms of such mutual waivers, and to cause such policies to be
properly endorsed to prevent the invalidation of the insurance coverage by
reason of these waivers.

ARTICLE SIX: USE OF DEMISED PREMISES

6.01. PERMITTED USE. Tenant may use the Demised Premises only for the Permitted
Use stated in Section 1.09. The parties to this Lease acknowledge that the
current use of the Demised Premises or the improvements located on the Demised
Premises, or both, may or may not conform to the city zoning ordinance with
respect to the permitted use, height, setback requirements, minimum parking
requirements, coverage ratio of improvements to total area of land, and other
matters which may have a significant economic impact upon the Tenant's intended
use of the Demised Premises. Tenant acknowledges that Tenant has or will
independently investigate and verify to Tenant's satisfaction the extent of any
limitations or non-conforming uses of the Demised Premises. Tenant further
acknowledges that Tenant is not relying upon any warranties or representations
of Landlord or the Brokers who are participating in the negotiation of this
Lease concerning the Permitted Use of the Demised Premises, or with respect to
any uses of the improvements located on the Demised Premises.

6.02. COMPLIANCE WITH LAW. Tenant shall comply with all governmental laws,
ordinances and regulations applicable to the use of the Demised Premises, and
shall promptly comply with all governmental orders and directives for the
correction, prevention and abatement of nuisances and other activities in or
upon, or connected with the Demised Premises, all at Tenant's sole expense,
including any expense or cost resulting from the construction or installation
of fixtures and improvements or other accommodations for handicapped or
disabled persons required for compliance with governmental laws and
regulations, including but not limited to the Texas Architectural Barriers Act
(Article 9102 and any successor statute) and the Americans with Disabilities
Act (the "ADA"). To the extent any alterations to the Demised Premises are
required by the ADA or other applicable laws or regulations, Tenant shall bear
the expense of the alterations. To the extent any alterations to areas of the
Property outside the Demised Premises are required by Title III of the ADA or
other applicable laws or regulations (for "path of travel" requirements or
otherwise), Landlord shall bear the expense of the alterations.

6.03. CERTIFICATE OF OCCUPANCY. If required, Tenant shall obtain a Certificate
of Occupancy from the municipality in which the Property is located prior to
occupancy of the Demised Premises. Tenant may apply for a Certificate of
Occupancy prior to the Commencement Date and, if Tenant is unable to obtain a
Certificate of Occupancy, Tenant shall have the right to terminate this Lease
by written notice to Landlord if

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Landlord or Tenant is unwilling or unable to cure the defects which prevented
the issuance of the Certificate of Occupancy. Landlord may, but has no
obligation to, cure any defects, including any repairs, installations, or
replacements of any terms which are not presently existing on the Demised
Premises, or which have not been expressly agreed upon by Landlord in writing.

6.04. SIGNS. Without the prior written consent of Landlord, Tenant may not place
any signs, ornaments or other objects upon the Demised Premises or on the
Property, including but not limited to the roof or exterior of the building or
other improvements on the Property, or paint or otherwise decorate or deface the
exterior of the building. Any signs installed by Tenant must conform with
applicable laws, deed restrictions on the Property, and other applicable
requirements. Tenant must remove all signs, decorations and ornaments at the
expiration or termination of this Lease and must repair any damage and close any
holes caused by the removal.

6.05. UTILITY SERVICES. Tenant shall pay the cost of all utility services,
including but not limited to initial connection charges, all charges for gas,
water, sewerage, storm water disposal, communications and electricity used on
the Demised Premises, and for replacing all electric lights, lamps and tubes.

6.06. LANDLORD'S ACCESS. Landlord and Landlord's agents shall have the right to,
during normal business hours and upon reasonable advance notice, and without
unreasonably interfering with Tenant's business, enter the Demised Premises: (a)
to inspect the general condition and state of repair of the Demised Premises,
(b) to make repairs required or permitted under this Lease, (c) to show the
Demised Premises or the Property to any prospective tenant or purchaser, and (d)
for any other reasonable purpose. If Tenant changes the locks on the Demised
Premises, Tenant must provide Landlord with a copy of each separate key. During
the final one hundred fifty (150) days of the Lease Term, Landlord and
Landlord's agents may erect and maintain on or about the Demised Premises signs
advertising the Demised Premises for lease or for sale.

6.07. POSSESSION. If Tenant pays the rent, properly maintains the Demised
Premises, and complies with all other terms of this Lease, Tenant may occupy and
enjoy the Demised Premises for the full Lease Term, subject to the provisions of
this Lease.

6.08. EXEMPTION FROM LIABILITY. Landlord shall not be liable for any damage or
injury to the persons, business (or any loss of income), goods, inventory,
furnishings, fixtures, equipment, merchandise or other property of Tenant,
Tenant's employees, invitees, customers or any other person in or about the
Demised Premises, whether the damage or injury is caused by or results from: (a)
fire, steam, electricity, water, gas or wind; (b) the breakage, leakage,
obstruction or other defects of pipes, sprinklers, wires, appliances, plumbing,
air conditioning or lighting fixtures or any other cause; (c) conditions arising
on or about the Demised Premises or upon other portions of any building of which
the Demised Premises is a part, or from other sources or places; or (d) any act
or omission of any other tenant of any building on the Property. Landlord shall
not be liable for any damage or injury even though the cause of or the means of
repairing the damage or injury are not accessible to Tenant. The provisions of
this Section 6.08 shall not, however, exempt Landlord from liability for
Landlord's gross negligence or willful misconduct.

ARTICLE SEVEN: PROPERTY CONDITION, MAINTENANCE, REPAIRS AND ALTERATIONS

7.01. PROPERTY CONDITION. Except as disclosed in writing by Landlord to Tenant
contemporaneously with the execution of this Lease, to the best of Landlord's
actual knowledge the Demised Premises has no known latent structural defects,
construction defects of a material nature, and to the best of Landlord's actual
knowledge none of the improvements has been constructed with materials known to
be a potential health hazard to occupants of the Demised Premises. Tenant
acknowledges that neither the Principal Broker nor any Cooperating Broker has
made any warranty or representation to Tenant with respect to the condition of
the Demised Premises, and that Tenant is relying exclusively upon Tenant's own
investigations and the representations of Landlord, if any, with respect to the
condition of the Demised Premises. Landlord and Tenant agree to hold the Brokers
harmless of and from any and all damages, claims, costs and expenses of every
kind and character resulting from or related to Landlord's furnishing to the
Brokers any false, incorrect or inaccurate information with respect to the
Demised Premises, or Landlord's concealing any material information with respect
to the condition of the Demised Premises. Other than as expressly set forth in
this Lease, Landlord represents that on the Commencement Date (and for a period
of thirty (30) days thereafter) the building fixtures and equipment, plumbing
and plumbing fixtures, electrical and lighting system, any fire protection
sprinkler system, ventilating equipment, heating system, air conditioning
equipment, roof, skylights, doors, overhead doors, windows, dock levelers,
elevators, and the interior of the Demised Premises in general are in good
operating condition. Tenant shall have a period of thirty (30) days following
the Commencement Date in which to inspect the Demised Premises and to notify
Landlord in writing of any defects and maintenance, repairs or replacements
required to the above named equipment, fixtures, systems and interior. Within a
reasonable period of time after the timely receipt of any such written notice
from Tenant, Landlord shall, at Landlord's expense, correct the defects and
perform the maintenance, repairs and replacements.

7.02. ACCEPTANCE OF DEMISED PREMISES. Subject to the provisions in Section 7.01,
Tenant acknowledges that: (a) a full and complete inspection of the Demised
Premises and adjacent common areas has been made and Landlord has fully and
adequately disclosed the existence of any defects which would interfere with
Tenant's use of the Demised Premises for their intended commercial purpose, and
(b) as a result of such inspection and disclosure, Tenant has taken possession
of the Demised Premises and accepts the Demised Premises in its "As Is"
condition.

7.03. MAINTENANCE AND REPAIR. Except as otherwise provided in this Lease,
Landlord shall be under no obligation to perform any repair, maintenance or
management service in the Demised Premises or adjacent common areas. Tenant
shall be fully responsible, at its expense, for all repair, maintenance and
management services other than those which are expressly assured by Landlord.

   A. LANDLORD'S OBLIGATION.

       (1) Subject to the provisions of Article Eight (Damage or Destruction)
and Article Nine (Condemnation) and except for damage caused by any act or
omission of Tenant, Landlord shall keep the roof, skylights, foundation,
structural components and the structural portions of exterior walls of the
Demised Premises in good order, condition and repair. Landlord shall not be
obligated to maintain or repair windows, doors, overhead doors, plate glass or
the surfaces of walls. In addition, Landlord shall not be obligated to make any
repairs under this Section until a reasonable time after receipt of written
notice from Tenant of the need for repairs. If any repairs are required to be
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by Landlord. Tenant shall, at Tenant's sole cost and expense, promptly remove
Tenant's furnishings, fixtures, inventory, equipment and other property, to the
extent required to enable Landlord to make repairs. Landlord's liability under
this Section shall be limited to the cost of those repairs or corrections.
Tenant waives the benefit of any present or future law which might give Tenant
the right to repair the Demised Premises at Landlord's expense or to terminate
the Lease because of the condition.

         (2) All repair, maintenance, management and other services to be
performed by Landlord or Landlord's agents involve the exercise of professional
judgment by service providers, and Tenant expressly waives any claims for breach
of warranty arising from the performance of those services.

     B. LANDLORD'S OBLIGATION.

         (1) Subject to the provisions of Section 7.01, Section 7.03.A, Article
Eight (Damage or Destruction) and Article Nine (Condemnation), Landlord shall,
at all times, keep all other portions of the Demised Premises in good order,
condition and repair, ordinary wear and tear excepted, including but not limited
to maintenance, repairs and all necessary replacements of the windows, plate
glass, doors, overhead doors, heating system, ventilating equipment, air
conditioning equipment, electrical and lighting systems, fire protection
sprinkler system, dock levelers, elevators, interior and exterior plumbing, the
interior of the Premises in general, pest control and extermination, down
spouts, gutters, paving, railroad siding, care of landscaping and regular mowing
of grass, and including the exterior of the Demised Premises.

         (2) HVAC Services. Landlord shall, at Landlord's own cost and expense,
enter into a regularly scheduled preventative maintenance and service contract
for all refrigeration, heating, ventilating, and air conditioning systems and
equipment within the Demised Premises during the Lease Term. If Tenant fails to
enter into such a service contract acceptable to Landlord, Landlord may do so on
Tenant's behalf and Tenant agrees to pay Landlord the cost and expense thereof,
plus a reasonable service charge, regularly upon demand.

7.04  ALTERATIONS, ADDITIONS AND IMPROVEMENTS. Tenant shall not create any
openings in the roof or exterior walls, or make any alterations, additions or
improvements to the Demised Premises without the prior written consent of
Landlord. Consent for non-structural alterations, additions or improvements
shall not be unreasonably withheld by Landlord. Tenant may erect or install
trade fixtures, shelves, bins, machinery, heating, ventilating and air
conditioning equipment and, provided that Tenant complies with all applicable
governmental laws, ordinances, codes, and regulations. At the expiration or
termination of this Lease, Tenant shall, subject to the restrictions of Section
7.05 below, have the right to remove items installed by Tenant, provided Tenant
is not in default at the time of the removal and provided further that Tenant
shall, at the time of removal of the items, repair in a good and workmanlike
manner any damage caused by the installation or removal. Tenant shall pay for
all costs incurred or arising out of alterations, editions or improvements in
or to the Demised Premises and shall not permit any mechanic's or materialman's
lien to be filed against the Demised Premises or the Property. Upon request by
Landlord, Tenant shall deliver to Landlord proof of payment reasonably
satisfactory to Landlord of all costs incurred or arising out of any
alterations, additions or improvements.

7.05  CONDITION UPON TERMINATION. Upon the expiration or termination of this
Lease, Tenant shall surrender the Demised Premises to Landlord broom clean and
in the same condition as received, except for ordinary wear and tear which
Tenant is not otherwise obligated to remedy under any provision of this Lease.
Tenant shall not be obligated to repair any damage which Landlord is required
to repair under Article Seven (Property Condition) or Article Eight (Damage or
Destruction). In addition, Landlord may require Tenant to remove any
alterations, additions or improvements (whether or not made with Landlord's
consent) prior to the expiration or termination of this Lease and to restore
the Demised Premises to its prior condition, all at Tenant's expense. All
alterations, additions and improvements which Landlord has not required Tenant
to remove shall become Landlord's property and shall be surrendered to Landlord
upon the expiration or termination of this Lease. In no event, however, shall
Tenant remove any of the following materials or equipment without Landlord's
prior written consent: (i) electrical wiring or power panels; (ii) lighting or
lighting fixtures; (iii) wall coverings, drapes, blinds or other window
coverings; (iv) carpets or other floor coverings; (v) heating, ventilating, or
air conditioning equipment; (vi) fencing or security gates; or (vii) any other
fixtures, equipment or items which, if removed, would affect the operation or
the appearance of the Property.

ARTICLE EIGHT: DAMAGE OR DESTRUCTION

8.01  NOTICE. If any buildings or other improvements situated on the Property
are damaged or destroyed by fire, flood, windstorm, tornado or other casualty,
Tenant shall immediately give written notice of the damage or destruction to
Landlord.

8.02  PARTIAL DAMAGE. If the building or other improvements situated on the
Demised Premises are damaged by fire, tornado, or other casualty but not to
such an extent that rebuilding or repairs cannot reasonably be completed within
one hundred twenty (120) days from the date Landlord receives written
notification by Tenant of the occurrence of the damage, this Lease shall not
terminate, but Landlord shall proceed with reasonable diligence to rebuild or
repair the building and other improvements on the Demised Premises (other than
leasehold improvements made by Tenant or any assignee, subtenant or other
occupant of the Demised Premises) to substantially the condition in which they
existed prior to the damage. If the casualty occurs during the final eighteen
(18) months of the Lease Term, Landlord shall not be required to rebuild or
repair the damage unless Tenant exercises Tenant's renewal option (if any)
within fifteen (15) days after the date of receipt by Landlord of the
notification of the occurrence of the damage. If Tenant does not exercise its
renewal option, or if there is no renewal option contained in this Lease,
Landlord may, at Landlord's option, terminate this Lease by promptly delivering
a written termination notice to Tenant, in which event the Rent shall be abated
for the unexpired portion of the Lease Term, effective from the date of
receipt by Landlord of the written notification of the damage. To the extent
the Demised Premises cannot be occupied (in whole or in part) following the
casualty, the Rent payable under this Lease during the period in which the
Demised Premises cannot be fully occupied shall be adjusted equitably.

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8.03 SUBSTANTIAL OR TOTAL DESTRUCTION. If the building or other improvements
situated on the Demised Premises are substantially or totally destroyed by fire,
tornado, or other casualty, or so damaged that rebuilding or repairs cannot
reasonably be completed within one hundred twenty (120) days from the date
Landlord receives written notification by Tenant of the occurrence of the
damage, either Landlord or Tenant may terminate this Lease by promptly
delivering a written termination notice to the other party. In such event the
monthly installments of Rent shall be abated for the unexpired portion of the
Lease Term, effective from the date of the damage or destruction. If neither
party promptly terminates this Lease, Landlord shall proceed with reasonable
diligence to rebuild and repair the building [???] improvements (except that
Tenant shall rebuild and repair Tenant's fixtures and improvements in the
Demised Premises). To the extent the Demised Premises cannot be occupied (in
whole or in part) following the casualty, the Rent payable under this Lease
during the period in which the Demised Premises cannot be fully occupied shall
be adjusted equitably.

ARTICLE NINE: CONDEMNATION

If, during the Lease Term or any extension thereof, all or a substantial part of
the Demised Premises are taken for any public or quasi-public use under any
governmental law, ordinance or regulation or by right of eminent domain, or are
conveyed to the condemning authority under threat of condemnation, this Lease
shall terminate and the monthly installments of Rent shall be abated during the
unexpired portion of the Lease Term, effective from the date of the taking. If
less than a substantial part of the Demised Premises is taken for public or
quasi-public use under any governmental law, ordinance or regulation, or by
right of eminent domain, or is conveyed to the condemning authority under threat
of condemnation, Landlord, at its option, may by written notice terminate this
Lease. If Landlord does not terminate this Lease, Landlord shall promptly, at
Landlord's expense, restore and reconstruct the buildings and improvements
(other than leasehold improvements made by Tenant or any assignee, subtenant or
other occupant of the Demised Premises) situated on the Demised Premises in
order to make the same reasonably tenantable and suitable for the use for which
the Demised Premises is leased as defined in Section 6.01. The monthly
installments of Rent payable under this Lease during the unexpired portion of
the lease Term shall be adjusted equitably. Landlord and Tenant shall each be
[???] to receive and retain such separate awards and portions of lump sum awards
as may be allocated to their respective interests in any [???] proceeding. The
termination of this Lease shall not affect the rights of the parties to such
awards.

ARTICLE TEN: ASSIGNMENT AND SUBLETTING

Tenant shall not, without the prior written consent of Landlord, assign this
Lease or sublet the Demised Premises or any portion thereof. Any assignment or
subletting shall be expressly subject to all terms and provisions of this Lease,
including the provisions of Section 6.01 pertaining to the use of the Demised
Premises. In the event of any assignment or subletting, Tenant shall remain
fully liable for the full performance of all Tenant's obligations under this
Lease. Tenant shall not assign its rights under this Lease or sublet the Demised
Premises without first obtaining a written agreement from the assignee or
sublessee whereby the assignee or sublessee agrees to assume the obligations of
Tenant under this Lease and to be bound by the terms of this Lease. If an event
of default occurs while the Demised Premises is assigned or sublet, Landlord
may, at Landlord's option, in addition to any other remedies provided in this
Lease or by law, collect [???] from the assignee or subtenant all rents becoming
due under the terms of the assignment or subletting and apply the rent against
any sums due to Landlord under this Lease. No direct collection by Landlord from
any assignee or subtenant will release Tenant from Tenant's obligations under
this Lease.

ARTICLE ELEVEN: DEFAULT AND REMEDIES

11.01 DEFAULT. Each of the following events is an event of default under this
Lease:

     A. Failure of Tenant to pay any installment of the Rent or other sum
payable to Landlord under this Lease on the date that it is due and the
continuance of that failure for a period of five (5) days after Landlord
delivers written notice of the failure to Tenant. This clause shall not be
construed to permit or allow a delay in paying Rent beyond the due date and
shall not affect Landlord's right to impose a Late Charge as permitted in
Section 3.03.

     B. Failure of Tenant to comply with any term, condition or covenant of this
Lease, other than the payment of Rent or other sum of money, and the continuance
of that failure for a period of thirty (30) days after Landlord delivers written
notice of the failure to Tenant;

     C. Failure of Tenant of any guarantor of Tenant's obligations under this
Lease to pay its debts as they become due or an admission in writing of
inability to pay its debts, or the making of a general assignment for the
benefit of [???];

     D. The commencement by Tenant or any guarantor of Tenant's obligations
under this Lease of any case, proceeding or other action seeking reorganization,
arrangement, adjustment, liquidation, dissolution or compensation for its debts
under any law relating to bankruptcy, insolvency, reorganization or relief of
debtors, or seeking appointment of a receiver, [???] custodian or other similar
official for it or for all or any substantial part of its property.

     E. The commencement of any case, proceeding or other action against Tenant
or any guarantor of Tenant's obligations under this Lease seeking to have an
order for relief entered against it as debtor, or seeking reorganization
arrangement, adjustment, liquidation, dissolution or composition of it or its
debts under any law relating to bankruptcy, insolvency, reorganization or relief
of debtors, or seeking appointment of a receiver, trustee, custodian or other
similar official for it or for all or any substantial part of its property and
Tenant or any guarantor: (i) fails to obtain a dismissal of such case,
proceeding, or other action within sixty (60) days of its commencement; or (ii)
converts the case from one chapter of the Federal Bankruptcy Code to another
chapter; or (iii) is the subject of an order of relief [???] not duly stayed
within seven (7) business days after the entry thereof, and

     F. Vacancy or abandonment by Tenant of any substantial portion of the
Demised Premises or cessation of the use of the Demised Premises for the purpose
leased.

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11.02.    REMEDIES. Upon the occurrence of any of the events of default listed
in Section 11.01, Landlord shall have the option to pursue any one or more of
the following remedies without any prior notice or demand.

     A. Terminate this Lease, in which event Tenant shall immediately surrender
the Demised Premises to Landlord. If Tenant fails to so surrender the Demised
Premises, Landlord may, without prejudice to any other remedy which it may have
for possession of the Demised Premises or Rent in arrears, enter upon and take
possession of the Demised Premises and expel or remove Tenant and any other
person who may be occupying the Demised Premises or any part thereof, by force
if necessary, without being liable for prosecution or any claim for damages.
Tenant shall pay to Landlord on demand the amount of all loss and damage which
Landlord may suffer by reason of the termination, whether through inability to
re-let the Demised Premises on satisfactory terms or otherwise.

     B. Enter upon and take possession of the Demised Premises, by force if
necessary, without terminating this Lease and without being liable for
prosecution or for any claim for damages, and expel or remove Tenant and any
other person who may be occupying the Demised Premises or any part thereof.
Landlord may re-let the Demised Premises and receive the rent therefor. Tenant
agrees to pay to Landlord monthly or on demand from time to time any deficiency
that may arise by reason of any such re-letting. In determining the amount of
the deficiency, the professional service fees, attorneys' fees, court costs,
remodeling expenses and other costs of re-letting shall be subtracted from the
amount of rent received under the re-letting.

     C. Enter upon the Demised Premises, by force if necessary, without
terminating this Lease and without being liable for prosecution or for any claim
for damages, and do whatever Tenant is obligated to do under the terms of this
Lease. Tenant agrees to pay Landlord on demand for expenses which Landlord may
incur in thus effecting compliance with Tenant's obligations under this Lease,
together with interest thereon at the rate of twelve percent (12%) per annum
from the date expended until paid. Landlord shall not be liable for any damages
resulting to Tenant from such action, whether caused by negligence of Landlord
or otherwise.

     D. Accelerate and declare the Rent for the entire Lease Term, and all other
amounts due under this Lease, at once due and payable, and proceed by
attachment, suit or otherwise, to collect all amounts in the same manner as if
all such amounts due or to become due during the entire Lease Term were payable
in advance by the terms of this Lease, and neither the enforcement or collection
by Landlord of such amounts nor the payment by Tenant of such amounts shall
constitute a waiver by Landlord of any breach, existing or in the future, of any
of the terms or provisions of this Lease by Tenant or a waiver of any rights or
remedies which the Landlord may have with respect to any such breach.

     E. In addition to the foregoing remedies, Landlord shall have the right to
change or modify the locks on the Demised Premises in the event Tenant fails to
pay the monthly installment of Rent when due. Landlord shall not be obligated to
provide another key to Tenant or allow Tenant to regain entry to the Demised
Premises unless and until Tenant pays Landlord all Rent which is delinquent.
Tenant agrees that Landlord shall not be liable for any damages resulting to the
Tenant from the lockout. At such time that Landlord changes or modifies the
lock, Landlord shall post a "Notice of Change of Locks" on the front of the
Demised Premises. Such Notice shall state that:

     (1)  Tenant's monthly installment of Rent is delinquent, and therefore,
under authority of Section 11.02.E of Tenant's Lease, the Landlord has
exercised its contractual right to change or modify Tenant's door locks;

     (2)  The Notice has been posted on the Tenant's front door by a
representative of Landlord and Tenant should make arrangements with the
representative to pay the delinquent installments of Rent when Tenant picks up
the key; and

     (3)  The failure of Tenant to comply with the provisions of the Lease and
the Notice and/or tampering with or changing the door lock(s) by Tenant may
subject Tenant to legal liability.

     F. No re-entry or taking possession of the Demised Premises by Landlord
shall be construed as an election to terminate this Lease, unless a written
notice of that intention is given to Tenant. Notwithstanding any such re-letting
or re-entry or taking possession, Landlord may, at any time thereafter, elect to
terminate this Lease for a previous default. Pursuit of any of the foregoing
remedies shall not preclude pursuit of any other remedies provided by law, nor
shall pursuit of any remedy provided in this Lease constitute a forfeiture or
waiver of any monthly installment of Rent due to Landlord under this Lease or of
any damages accruing to Landlord by reason of the violation of any of the terms,
provisions and covenants contained in this Lease. Failure of Landlord to declare
any default immediately upon its occurrence, or failure to enforce one or more
of Landlord's remedies, or forbearance by Landlord to enforce one or more of
Landlord's remedies upon an event of default shall not be deemed or construed to
constitute a waiver of default or waiver of any violation or breach of the terms
of this Lease. Pursuit of any one of the above remedies shall not preclude
pursuit by Landlord of any of the other remedies provided in this Lease. The
loss or damage that Landlord may suffer by reason of termination of this Lease
or the deficiency from any re-letting as provided for above shall include the
expense of repossession and any repairs or remodeling undertaken by Landlord
following possession. If Landlord terminates this Lease at any time for any
default, in addition to other Landlord's remedies, Landlord may recover from
Tenant all damages Landlord may incur by reason of the default, including the
cost of recovering the Demised Premises and the Rent then remaining unpaid.

11.03.    NOTICE OF DEFAULT. Tenant shall give written notice of any failure by
Landlord to perform any of Landlord's obligations under this Lease to Landlord
and to any ground lessor, mortgagee or beneficiary under any deed of trust
encumbering the Demised Premises whose name and address have been furnished to
Tenant in writing. Landlord shall not be in default under this Lease unless
Landlord (or such ground lessor, mortgagee or beneficiary) fails to cure the
nonperformance within thirty (30) days after receipt of Tenant's notice.
However, if the nonperformance reasonably requires more than thirty (30) days to
cure, Landlord shall not be in default if the cure is commenced within the
30-day period and is thereafter diligently pursued to completion.

11.04.    LIMITATION OF LANDLORD'S LIABILITY. As used in this Lease, the
term "Landlord" means only the current owner or owners of the fee title to the
Demised Premises or the leasehold estate under a ground lease of the Demised
Premises at the time in question. Each Landlord is obligated to perform the
obligations of Landlord under this Lease only during the time such Landlord
owns such interest or title. Any Landlord who transfers its title or interest
is relieved of all liability with respect to the obligations of Landlord under
this Lease accruing on or after the date of transfer, and Tenant agrees to
recognize the transferee as Landlord under this Lease. However, each Landlord
shall deliver to its transferee the Security Deposit held by Landlord if such
Security Deposit has not then been applied under the terms of this Lease.

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ARTICLE THIRTEEN: PROTECTION OF LENDERS

13.01. SUBORDINATION AND ATTORNMENT. Landlord shall have the right to
subordinate this Lease to any future ground Lease, deed of trust or mortgage
encumbering the Demised Premises, and advances made on the security thereof and
any renewals, modifications, consolidations, replacements or extensions thereof,
whenever made or recorded. Landlord's right to obtain such a subordination is
subject to Landlord's providing Tenant with a written Subordination,
Non-disturbance and Attornment Agreement from the ground lessor, beneficiary or
mortgagee wherein Tenant's right to peaceable possession of the Demised Premises
during the Lease Term shall not be disturbed if Tenant pays the Rent and
performs all of Tenant's obligations under this Lease and is not otherwise in
default, in which case Tenant shall attorn to the transferee of or successor in
Landlord's interest in the Demised Premises and recognize the transferee or
successor as Landlord under this Lease. If any ground lessor, beneficiary or
mortgagee elects to have this Lease superior to the lien of its ground lease,
deed of trust or mortgage and gives Tenant written notice thereof, this Lease
shall be deemed superior to the ground lease, deed of trust or mortgage whether
this Lease is dated prior or subsequent to the date of the ground lease, deed of
trust or mortgage or the date of recording thereof. Tenant's rights under this
Lease, unless specifically modified at the time this Lease is executed, are
subordinated to any existing ground lease, deed of trust or mortgage encumbering
the Demised Premises.

13.02. SIGNING OF DOCUMENTS. Tenant shall sign and deliver any instruments or
documents necessary or appropriate to evidence any attornment or subordination
or any agreement to attorn or subordinate. If Tenant fails to do so within (10)
days after written request, Tenant hereby makes, constitutes and irrevocably
appoints Landlord, or any transferee or successor of Landlord the
attorney-in-fact of Tenant to execute and deliver the attornment or
subordination document or agreement.

13.03. ESTOPPEL CERTIFICATES.

     A. Upon Landlord's written request, Tenant shall execute and deliver to
Landlord a written statement certifying: (1) whether Tenant is an assignee or
subtenant; (2) the expiration date of the Lease; (3) the number of renewal
options under the lease and the total period of time covered by the renewal
option(s); (4) that none of the terms or provisions of the Lease have been
changed since the original execution of the Lease, except as shown on attached
amendments or modifications; (5) that no default by Landlord exists under the
terms of the Lease (or if Landlord is claimed to be in default, stating why);
(6) that the Tenant has no claim against the Landlord under the Lease and has no
defense or right of offset against collection of rent or other charges accruing
under the Lease; (7) the amount and date of the last payment of Rent; (8) the
amount if any security deposits and other deposits, if any; and (9) the identity
and address of any guarantor of the Lease. Tenant shall deliver the statement to
Landlord within (10) days after Landlord's request. Landlord may forward any
such statement to any prospective purchaser or lender of the Demised Premises.
The purchaser or lender may rely conclusively upon the statement as true and
correct.

     B. If Tenant does not deliver the written statement to Landlord within the
ten (10) day period, Landlord, and any prospective purchaser or lender, may
conclusively presume and rely upon the following facts: (1) that the terms and
provisions of this Lease have not been changed except as otherwise represented
by Landlord; (2) that this Lease has not been cancelled or terminated except as
otherwise represented by Landlord; (3) that not more than one monthly
installment of Base Rent and other charges have been paid in advance; (4) there
are no claims against Landlord nor any defenses or rights of offset against
collection of Rent or other charges; and (5) that Landlord is not in default
under this Lease. In such event, Tenant shall be estopped from denying the truth
of the presumed facts.

13.04. TENANT's FINANCIAL CONDITION. Within (10) days after written request from
Landlord. Tenant shall deliver to Landlord financial statements as are
reasonably required by Landlord to verify the net worth of Tenant or any
assignee, subtenant, or guarantor of Tenant. In addition, Tenant shall deliver
to any lender designated by Landlord any financial statements required by lender
to facilitate the financing or refinancing of the Demised Premises. Tenant
represents and warrants to Landlord that each financial statement is a true,
complete, and accurate statement as of the date of the statement. All financial
statements shall be confidential and shall be used only for the purposes set
forth in this Lease.

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ARTICLE FOURTEEN: ENVIRONMENTAL REPRESENTATIONS AND INDEMNITY

14.01. TENANT'S COMPLIANCE WITH ENVIRONMENTAL LAWS. Tenant, at Tenant's expense,
shall comply with all laws, rules, order, ordinances, directions, regulations
and requirements of Federal, State, county and municipal authorities pertaining
to Tenant's use of the Property and with the recorded covenants, conditions and
restrictions, regardless of when they become effective, including, without
limitation, all applicable Federal, State and local laws, regulations or
ordinances pertaining to air and water quality, Hazardous Materials (as defined
in Section 14.05), waste disposal, air emissions and other environmental
matters, all zoning and other land use matters, and with any direction of any
public officer or officers, pursuant to law, which impose any duty upon
Landlord or Tenant with respect to the use or occupancy of the Property.

14.02. TENANT'S INDEMNIFICATION. Tenant shall not cause or permit any Hazardous
Materials to be brought upon, kept or used in or about the Property by Tenant,
its agents, employees, contractors or invitees without the prior written consent
of Landlord. If Tenant breaches the obligations stated in the preceding Section
or sentence, or if the presence of Hazardous Materials on the Property caused or
permitted by Tenant results in contamination of the Property or any other
property, or if contamination of the Property or any other property by Hazardous
Materials otherwise occurs for which Tenant is legally liable to Landlord for
damage resulting therefrom, then Tenant shall indemnify, defend and hold
Landlord harmless from any and all claims, judgments, damages, penalties, fines,
costs, liabilities or losses (including without limitation, diminution in value
of the Property, damages for the loss or restriction on use of rentable or
unusable space or of any amenity or appurtenance of the Property, damages
arising from any adverse impact on marketing of building space or land area,
sums paid in settlement of claims, reasonable attorneys' fees, court costs,
consultant fees and expert fees) which arise during or after the Lease Term as a
result of the contamination. This indemnification of Landlord by Tenant
includes, without limitation, costs incurred in connection with any
investigation of site conditions or any clean-up, remedial work, removal or
restoration work required by any Federal, State or local government agency
because of Hazardous Materials present in the soil or ground water on or under
the Property. Without limiting the foregoing, if the presence of any Hazardous
Materials on the Property (or any other property) caused or permitted by Tenant
results in any contamination of the Property, Tenant shall promptly take all
actions at Tenant's sole expense as are necessary to return the Property to the
condition existing prior to the introduction of any such Hazardous Materials,
provided that Landlord's approval of such actions is first obtained. The
foregoing indemnity shall survive the expiration or termination of this Lease.

14.03. LANDLORD'S REPRESENTATIONS AND WARRANTIES. Landlord represents and
warrants, to the best of Landlord's actual knowledge, that: (i) any handling,
transportation, storage, treatment or usage of Hazardous Materials that has
occurred on the Property to date has been in compliance with all applicable
Federal, State, and local laws, regulations and ordinances; and (ii) no leak,
spill, release, discharge, emission or disposal of Hazardous Materials has
occurred on the Property to date and that the soil or groundwater on or under
the Property is free of Hazardous Materials as of the Commencement Date, unless
expressly disclosed by Landlord to Tenant in writing.

14.04. LANDLORD'S INDEMNIFICATION. Landlord hereby indemnifies, defends and
holds Tenant harmless from any claims, judgments, damages, penalties, fines,
costs, liabilities, (including sums paid in settlements of claims) or loss,
including, without limitation, attorneys' fees, court costs, consultant fees,
and expert fees, which arise during or after the term of this Lease from or in
connection with the presence or suspected presence of Hazardous Materials in
the soil or groundwater on or under the Property, unless the Hazardous Material
is released by Tenant or is present solely as a result of the negligence or
willful conduct of Tenant. Without limiting the generality of the foregoing, the
indemnification provided by this Section 14.04 shall specifically cover costs
incurred in connection with any investigation of site conditions or any
clean-up, remedial work, removal or restoration work required by any Federal,
State or local governmental authority.

14.05. DEFINITION. For purposes of this Lease, the term "Hazardous Materials"
means any one or more pollutant, toxic substance, hazardous waste, hazardous
material, hazardous substance, solvent or oil as defined in or pursuant to the
Resource Conservation and Recovery Act, as amended, the Comprehensive
Environmental Response, Compensation and Liability Act, as amended, the Federal
Clean Water Act, as amended, or any other Federal, State or local environmental
law, regulation, ordinance, or rule, whether existing as of the date of this
Lease or subsequently enacted.

14.06. SURVIVAL. The representations and indemnities contained in this Article
14 shall survive the expiration or termination of this Lease.

ARTICLE FIFTEEN: PROFESSIONAL SERVICE FEES

15.01. AMOUNT AND MANNER OF PAYMENT. Professional service fees due to the
Principal Broker shall be calculated and paid as follows:

     A. Landlord agrees to pay to the principal Broker a monthly professional
service fee (the "Fee") for negotiating this Lease, plus any applicable sales
taxes, equal to the percentage stated in Section 1.13.A of each monthly Rent
payment at the time the payment is due.

     B. Landlord agrees to pay to the Principal Broker a lump sum professional
service fee (the "Fee") for negotiating this Lease, plus any applicable sales
taxes, equal to the percentage stated in Section 1.13.A of the total Rent to
become due to Landlord during the Lease Term. The Fee shall be paid to the
Principal Broker (i) one-half on the date of final execution of this Lease, and
(ii) the balance on the Commencement Date of this Lease.

15.02. OTHER BROKERS. Both Landlord and Tenant represent and warrant to the
other party that they have had no dealings with any person, firm or agent in
the negotiation of this Lease other than the Broker(s) named in this Lease, and
the other broker, agent, person, firm or entity other than the Broker(s) is
entitled to any commission or fee in connection with this Lease.

15.3. PAYMENTS ON RENEWAL, EXPANSION, EXTENSION OR NEW LEASE. If during the
Lease Term (as may be renewed or extended) or within ten (10) years from the
Commencement Date, whichever is the greater period of time, Tenant, Tenant's
successors or assigns: (a) exercises any right or option to renew or extend the
Lease Term (whether contained in this Lease or in any amendment, supplement or
other agreement pertaining to this Lease) or enters into a new lease or rental
agreement with Landlord covering the Demised Premises; or (b) enters into any
lease, extension, renewal, expansion or other rental agreement with Landlord
demising to Tenant any premises located in or consisting of



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or part of any tract or parcel of real property adjoining, adjacent to or
contiguous to the Demised Premises and owned by Landlord on the Commencement
Date. Landlord shall pay to the Principal Broker an additional Fee covering the
full period of the renewal, extension, lease, expansion or other rental
agreement which shall be due on the date of exercise of a renewal option, or
the date of execution in the case of an extension, new lease, expansion or
other agreement. The additional Fee shall be computed under Section 15.01.A or
15.01.B above (whichever has been made applicable under Section 1.13), as if a
new lease had been made for such period of time.

15.04.    PAYMENTS ON SALE.   If Tenant, Tenant's successors or assigns,
purchases the Demised Premises at any time, pursuant to a purchase option
contained in this Lease (or any lease, extension, renewal, expansion or other
rental agreement) or, in the absence of any purchase option or exercise
thereof, purchases the Demised Premises within ten (10) years from the
Commencement Date, Landlord shall pay to the Principal Broker a Professional
Service Fee in cash equal to the percentage stated in Section 1.13.B of the
purchase price, payable at closing. Upon closing of a sale to Tenant, all
monthly lease Fees shall terminate upon payment of the Professional Service Fee
on the sale.

15.05.    LANDLORD'S LIABILITY.    If this Lease is negotiated by Principal
Broker in cooperation with another broker, Landlord shall be liable for payment
of all Professional Service Fees to Principal Broker only, whereupon Landlord
shall be protected from any claims from a Cooperating Broker. The Principal
Broker may pay a portion of the Fee to any Cooperating Broker pursuant to a
separate agreement between the Brokers.

15.06.    JOINT LIABILITY OF TENANT.    If Tenant enters into any new lease,
extension, renewal, expansion, or other agreement to rent, occupy, or purchase
any property described in Section 15.03 within the time specified in that
Section, the agreement must be handled by the Principal Broker, otherwise
Tenant shall be jointly and severally liable with Landlord for any payments due
or to become due to the Principal Broker.

15.07.    ASSUMPTION ON SALE. In the event of a sale of the Demised Premises or
the assignment of this Lease by Landlord, Landlord shall obtain from the
purchaser or assignee an Assumption Agreement in recordable form whereby the
purchaser or assignee agrees to pay the Principal Broker all Professional
Service Fees payable under this Lease and shall deliver a fully executed
original counterpart thereof to Principal Broker on the date of closing of the
sale of the Demised Premises or assignment of this Lease. Landlord shall be
released from personal liability for subsequent payments only upon the delivery
to Principal Broker of that counterpart of the Assumption Agreement.

15.08.    TERMINATION.   The termination of this Lease by the mutual agreement
of the Landlord and Tenant shall not affect the right of the Principal Broker
to continue to receive the Fees agreed to be paid under this Lease, just as if
Tenant had continued to occupy the Demised Premises and had paid the Rent
during the entire Lease Term. Termination of this Lease under Article Eight or
Article Nine shall not terminate the Principal Broker's right to collect the
Fees.

15.09.    INTERMEDIARY RELATIONSHIP.

     A.   If either Principal Broker and/or Cooperating Broker (together, the
"Brokers") has indicated in Sections 1.11 and 1.12 that they are acting as an
intermediary, then Landlord and Tenant hereby authorize the applicable
Broker(s) to act as an intermediary between Landlord and Tenant in connection
with this Lease, and acknowledge that the source of any expected compensation
to the Brokers will be Landlord, and the Brokers may also be paid a fee by the
Tenant. A real estate broker who acts as an intermediary between parties in a
transaction:

     (1)  may not disclose to Tenant that Landlord will accept a rent less than
the asking rent unless otherwise instructed in a separate writing by Landlord;

     (2)  may not disclose to Landlord that Tenant will pay a rent greater than
the rental submitted in a written offer to Landlord unless otherwise instructed
in a separate writing by Tenant;

     (3)  may not disclose any confidential information, or any information a
party specifically instructs the real estate broker in writing not to disclose,
unless otherwise instructed in a separate writing by the respective party or
required to disclose such information by the Texas Real Estate License Act or a
court order or if the information materially relates to the condition of the
property;

     (4)  shall treat all parties to the transaction honestly; and

     (5)  shall comply with the Texas Real Estate License Act.

     B.   APPOINTMENTS.  Broker is authorized to appoint, by providing written
notice to the parties, one or more licensees associated with Broker to
communicate with and carry out instructions of one party, and one or more other
licensees associated with Broker to communicate with and carry out instructions
of the other party or parties. During negotiations, an appointed licensee may
provide opinions and advice to the party to whom the licensee is appointed.

ARTICLE SIXTEEN: MISCELLANEOUS

16.01.    DISCLOSURE.    Landlord and Tenant understand that a real estate
broker is qualified to advise on matters concerning real estate and is not
expert in matters of law, tax, financing, surveying, hazardous materials,
engineering, construction, safety, zoning, land planning, architecture or the
ADA. The Brokers hereby advise Tenant to seek expert assistance on such matters.
Brokers do not investigate a property's compliance with building codes,
governmental ordinances, statutes and laws that relate to the use or condition
of a property and its construction, or that relate to its acquisition. If
Brokers provide names of consultants or sources for advice or assistance, Tenant
acknowledges that the Brokers do not warrant the services of the advisors or
their products and cannot warrant the suitability of property to be acquired or
leased. Furthermore, the Brokers do not warrant that the Landlord will disclose
any or all property defects, although the Brokers will disclose to Tenant any
actual knowledge possessed by Brokers regarding defects of the Demised Premises
and the Property. In this regard, Tenant agrees to make all necessary and
appropriate inquiries and to use diligence in investigating the Demised Premises
and the Property before consummating this Lease. Landlord and Tenant hereby
agree to indemnify, defend, and hold the Brokers harmless of and from any and
all liabilities, claims, debts, damages, costs, or expenses, including but not
limited to reasonable attorneys' fees and court costs, related to or arising out
of or in any way connected to representations concerning matters properly the
subject of advice by experts. In addition, to the extent permitted by
applicable law, the Brokers' liability for errors or omissions, negligence, or
otherwise, is limited to the return of the Fee, if any, paid to the Brokers
pursuant to this Lease.

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16.02. FORCE MAJEURE. If performance by Landlord of any term, condition or
covenant in this Lease is delayed or prevented by any Act of God, strike,
lockout, shortage of material or labor, restriction by any governmental
authority, civil riot, flood, or any other cause not within the control of
Landlord, the period for performance of the term, condition or covenant shall
be extended for a period equal to the period Landlord is so delayed or
prevented.

16.03. INTERPRETATION. The captions of the Articles or Sections of this Lease
are to assist the parties in reaching the Lease and are not a part of the terms
or provisions of this Lease. Tenant shall be responsible for the conduct, acts
and omissions of Tenant's agents, employees, customers, contractors, invitees,
agents, successors or others using the Demised Premises with Tenant's expressed
or implied permission. Whenever required by the context of this Lease, the
singular shall include the plural and the plural shall include the singular,
and the masculine, feminine and neuter genders shall each include the other.

16.04. WAIVERS. All waivers to provisions of this Lease must be in writing and
signed by the waiving party. Landlord's delay or failure to enforce any
provisions of this Lease or its acceptance of late installments of Rent shall
not be a waiver and shall not prevent Landlord from enforcing that provision or
any other provision of this Lease in the future. No statement on a payment check
from Tenant or in a letter accompanying a payment check shall be binding on
Landlord. Landlord may, with or without notice to Tenant, negotiate, cash, or
endorse the check without being bound to the conditions of any such statement.

16.05. SEVERABILITY. A determination by a court of competent jurisdiction that
any provision of this Lease is invalid or unenforceable shall not cancel or
invalidate the remainder of that provision or this Lease, which shall remain in
full force and effect.

16.06. JOINT AND SEVERAL LIABILITY. All parties signing this Lease as Tenant
shall be jointly and severally liable for all obligations of Tenant.

16.07. AMENDMENTS OR MODIFICATIONS. This Lease is the only agreement between
the parties pertaining to the lease of the Demised Premises and no other
agreements are effective unless made a part of this Lease. All amendments to
this Lease must be in writing and signed by all parties. Any other attempted
amendment shall be void.

16.08. NOTICES. All notices and other communications required or permitted under
this Lease must be in writing and shall be deemed delivered, whether actually
received or not, on the earlier of: (i) actual receipt if delivered in person or
by messenger with evidence of delivery; or (ii) receipt of an electronic
facsimile transmission ("Fax") with confirmation of delivery; or (iii) upon
deposit in the United States Mail as required below. Notices may be transmitted
by Fax to the Fax telephone numbers specified in Article One on the first page
of this Lease, if any. Notices delivered by mail must be deposited in the U.S.
Postal Service, first class postage prepaid, and properly addressed to the
intended recipient as set forth in Article One. After possession of the Demised
Premises by Tenant, Tenant's address for notice purposes will be the address of
the Demised Premises unless Tenant notifies Landlord in writing of a different
address to be used for that purpose. Any party may change its address for notice
by delivering written notice of its new address to all other parties in the
manner set forth above. Copies of all notices should also be delivered to the
Principal Broker, but failure to notify the Principal Broker will not cause an
otherwise properly delivered notice to be ineffective.

16.09. ATTORNEY'S FEES. If on account of any breach or default by any party to
this Lease in its obligations to any other party to this Lease (including but
are not limited to the Principal Broker), it becomes necessary for a party to
employ an attorney to enforce or defend any of its rights or remedies under
this Lease, the non-prevailing party agrees to pay the prevailing party its
reasonable attorneys' fees and court costs, if any, whether or not suit is
instituted in connection with the enforcement of defense.

16.10. VENUE. All obligations under this Lease, including but not limited to
the payment of Fees to the Principal Broker, shall be performed and payable in
the county in which the Property is located. The laws of the State of Texas
shall govern this Lease.

16.11. SURVIVAL. All obligations of any party to this Lease which are not
fulfilled at the expiration or the termination of this Lease shall survive such
expiration or termination as continuing obligations of the party.

16.12. BINDING EFFECT. This Lease shall inure to the benefit of, and be binding
upon, each of the parties to this Lease and their respective heirs,
representatives, successors and assigns. However, Landlord shall not have any
obligation to Tenant's successors or assigns unless the rights or interests of
the successors or assigns are acquired in accordance with the terms of this
Lease.

16.13. CONSULT AN ATTORNEY. THIS LEASE IS AN ENFORCEABLE, LEGALLY BINDING
AGREEMENT. Read it carefully. The brokers involved in the negotiation of this
Lease cannot give you legal advice. The parties to this Lease acknowledge that
they have been advised by the Brokers to have this Lease reviewed by competent
legal counsel of their choice before signing this Lease. By executing this
Lease, Landlord and Tenant each agree to the provisions, terms, covenants and
conditions contained in this Lease.

16.14. OFFER. The execution of this Lease by the first party to do so
constitutes an offer to lease the Demised Premises. Unless within the number of
days stated in Section 1.14 above after the date of its execution by the first
party to do so, this Lease is signed by the other party and a fully executed
copy is delivered to the first party, such offer to lease shall be
automatically withdrawn and terminated.


(c) Copyright 1996 NTCAR form 02 (1/96)

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<PAGE>   13
ARTICLE SEVENTEEN: ADDITIONAL VISIONS




<Table>
<S>                                                           <C>
LANDLORD                                                      TENANT

DARWIN GERMAN SR. AND DARWIN GERMAN II                        CDS/eTELECHARGE.com, INC.
--------------------------------------------------------      ----------------------------------------------------------------------

By [Signature]: /s/ DARWIN GERMAN SR. & DARWIN GERMAN II      By [Signature]: /s/ JAMES MAY
                ----------------------------------------                      ------------------------------------------------------
Name: Darwin German Sr. & Darwin German II                    Name: James May
      --------------------------------------------------            ----------------------------------------------------------------
Title: Owners                                                 Title:
       -------------------------------------------------             ---------------------------------------------------------------
Date of Execution: 7-25-00                                    Date of Execution: 7-21-2000
                   -------------------------------------                         ---------------------------------------------------

PRINCIPAL BROKER                                              COOPERATING BROKER

OPTIONS REAL ESTATE INVESTMENTS, INC.
--------------------------------------------------------      ----------------------------------------------------------------------

By [Signature]: /s/ [ILLEGIBLE]                               By [Signature]:
                ----------------------------------------                      ------------------------------------------------------
Name: [ILLEGIBLE]                                             Name:
      --------------------------------------------------            ----------------------------------------------------------------
Title: President                                              Title:
       -------------------------------------------------             ---------------------------------------------------------------
</Table>

     Copyright Notice: This form is provided for the use of members of the North
Texas Commercial Association of Realtors, Inc. Permission is hereby granted to
make limited copies of this form for use in a particular Texas real estate
transaction. Contact the NTCAR office to confirm that you are using the current
version of this form.

(c) Copyright 1996 NTCAR form 02 (1/96)                                  Page 13
<PAGE>   14
                                  EXHIBIT "B"
                                   FLOOR PLAN


                                  [FLOOR PLAN]



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                     OPTIONS REAL ESTATE INVESTMENTS, INC.

               NORTH TEXAS COMMERCIAL ASSOCIATION OF REALTORS(R)

                              ADDENDUM E TO LEASE

                                   GUARANTEE

DEMISED PREMISES/ADDRESS:  1636 N. Hampton Rd., Ste. 270 DeSoto Texas

A. In order to induce Darwin German Sr. and Darwin German II ("Landlord") to
execute the Lease (the "Lease") with CDS/eTelcharge.com. Inc. ("Tenant") for the
Demised Premises described above in Dallas County, State or Texas, the
undersigned (the "Guarantor," whether one or more than one) has guaranteed and
by this instrument does hereby guarantee the full payment and performance of all
liabilities, obligations, and duties (including but not limited to maintenance
and the payment of Rent imposed upon Tenant under the terms of the Lease, as if
Guarantor had executed the Lease as Tenant.

B. Guarantor hereby waives notice of acceptance of this guarantee and all other
notices in connection herewith or in connection with the liabilities,
obligations, and duties guaranteed hereby, including notices of default by
Tenant under the Lease, and waives diligence, presentment, and suit on the part
of Landlord in the enforcement of any liability, obligation or duty guaranteed
hereby.

C. Landlord shall not be first required to enforce against Tenant or any other
person any liability, obligation, or duty guaranteed hereby before seeking
enforcement thereof against Guarantor. Suit may be brought and maintained
against Guarantor by Landlord to enforce any liability, obligation, or duty
guaranteed hereby without joinder of Tenant or any other person. The liability
of Guarantor shall not be affected by any indulgence, compromise, settlement, or
variation of terms which may be extended to Tenant by Landlord or agreed upon by
Landlord and Tenant, and shall not be impaired, modified, changed, released, or
limited in any manner whatsoever by any impairment, modification, change,
release, or limitation of the liability of Tenant or its estate in bankruptcy,
or of any remedy for the enforcement thereof, resulting from the operation of
any present or future provision of the United States Bankruptcy Code, or any
similar law or statute of the United States or any state thereof. Landlord and
Tenant, without notice to or consent by the Guarantor, may at any time or times
enter into such extensions, amendments, assignments, subleases, or other
covenants respecting the Lease as they may deem appropriate; and Guarantor shall
not be released thereby, but shall continue to be fully liable for the payment
and performance of all liabilities, obligations, and duties of Tenant under the
Lease as so extended, amended, assigned or otherwise modified.

D. Other agreements similar to this guarantee may, at Landlord's sole option and
discretion be executed by other persons with respect to the Lease. This
Guarantee shall be cumulative of any such agreements and the liabilities and
obligations of Guarantor under this Guarantee shall not be affected or
diminished by reason of such other agreements. Moreover, if Landlord obtains
another signature of more than one guarantor on this Guarantee or by obtaining
additional guarantee agreements, or both, Guarantor agrees that Landlord, in
Landlord's sole discretion, may (i) bring suit against all guarantors of the
Lease, jointly and severally, or against any one or more of them, (ii) compound
or settle with any one or more of the guarantors for such consideration as
Landlord may deem proper, and (iii) release one or more of the guarantors from
liability. No such action shall impair the rights of Landlord to enforce the
Lease against any remaining guarantor or guarantors, including Guarantor.

E. If Guarantor is a corporation, then the undersigned officer personally
represents and warrants that the Board of Directors of the corporation, by
unanimous consent or in a duly held meeting, has authorized the execution of
this Guarantee and determined that this Guarantee may reasonably be expected to
benefit the corporation.

F. If Landlord employs an attorney to present, enforce, or defend any of
Landlord's rights of remedies under this Guarantee, Guarantor shall pay
Landlord's reasonable attorney's fees and court costs.

G. This Guarantee shall be binding upon Guarantor and Guarantor's successors,
heirs, executors, and administrators, and shall inure to the benefit of Landlord
and Landlord's successors, heirs, executors, administrators, and assigns.

EXECUTED on the dates beneath the signatures below, to be effective as of
Effective Date of the Lease.

<Table>
<S>                                          <C>
GUARANTOR                                    GUARANTOR

           James May
-----------------------------------------    -----------------------------------------

By [Signature]: /s/ JAMES MAY                By [Signature]:
               --------------------------                   --------------------------
Name: James May                              Name:
     ------------------------------------         ------------------------------------
Title:                                       Title:
      -----------------------------------          -----------------------------------
Home Address:  1203 Payne Dr.                Home Address:
             ----------------------------                 ----------------------------
  Lancaster, Texas 75137
-----------------------------------------    -----------------------------------------

-----------------------------------------    -----------------------------------------
Social Security No.: ###-##-####             Social Security No.:
                    ---------------------                        ---------------------
Drivers License No.: 14062357  State: TX     Drivers License No.:           State:
                    ----------       ----                        ----------       ----
Date of Execution: 7-21-2000                 Date of Execution:
                  -----------------------                      -----------------------
</Table>

  [IF A PERSON IS SIGNING AS AN OFFICER OF A CORPORATE GUARANTOR, SPECIFY THE
                           PERSON'S CORPORATE TITLE.]


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<PAGE>   16
     10. Tenant shall cooperate with Landlord and other occupants of the
         Property in keeping the Property and the Demised Premises neat and
         clean. Nothing may be swept, thrown or left in the corridors,
         stairways, elevator shafts, lobbies, loading areas, parking lots or any
         other common areas on the Property. All trash and debris must be
         properly placed in receptacles provided therefor.

     11. Landlord has the power and authority to regulate the weight and
         position of heavy furnishings and equipment on the floor of the Demised
         Premises, including safes, groups of filing cabinets, machines, and any
         other item which may overload the floor. Tenant shall notify the
         Landlord when heavy items are to be taken into or out of the building,
         and the placements and transportation of heavy items may be done only
         with the prior written approval of Landlord.

     12. No window screens, blinds, draperies, awnings, solar screen films,
         window ventilators or other materials visible from the exterior of the
         Demised Premises may be placed in the Demised Premises without
         Landlord's approval. Landlord is entitled to control all lighting that
         may be visible from the exterior of the building.

     13. No advertisement, sign, notice, handbill, poster or banner may be
         exhibited, distributed, painted or affixed upon the Property. No
         directory of tenants is allowed on the Property other than that
         provided by Landlord.

     14. Tenant agrees to cooperate with and assist Landlord in the prevention
         of peddling, canvassing and soliciting on the Property.

     15. Tenant accepts any and all liability for damages and injuries to
         persons and property resulting from the serving and sales of alcoholic
         beverages on or from the Property.

     16. Any person entering and leaving the building before and after normal
         working hours, or building hours if posted by Landlord, whichever
         applies, may be required to identify himself to security personnel by
         signing a list and giving the time of day and destination or location
         of the applicable Demised Premises. Normal building business hours are
         established by Landlord from time to time.

D. REVISIONS. Landlord reserves the right to revise and/or rescind any of these
Rules and Regulations and to make additional rules which Landlord may determine
are necessary from time to time for the safety, care, cleanliness, protection,
comfort and convenience of the tenants and occupants of the Property and for the
care, protection and cleanliness of the building. Revisions and additions will
be binding upon the Tenant as if they had been originally prescribed herein when
furnished in writing by Landlord to Tenant, provided the additions and revisions
apply equally to all tenants occupying the Property.

E. ENFORCEMENT. Any failure or delay by Landlord in enforcing these Rules and
Regulations will not prevent Landlord from enforcing these Rules and
Regulations in the future. If any of these Rules and Regulations is determined
to be unenforceable, it shall be severed from this Lease without affecting the
remainder of these Rules and Regulations.

(c) Copyright 1996 NTCAR form 02 G (1/96)

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                     OPTIONS REAL ESTATE INVESTMENTS, INC.

               NORTH TEXAS COMMERCIAL ASSOCIATION OF REALTORS(R)

                              ADDENDUM A TO LEASE
                             EXPENSE REIMBURSEMENT

Demised Premises/Address: 1636 N. Hampton Rd., Ste. 270, DeSoto, Texas

  [CHECK ALL BOXES WHICH APPLY. BOXES NOT CHECKED DO NOT APPLY TO THIS LEASE.]

A. EXPENSE REIMBURSEMENT. Tenant shall pay the Landlord as additional Rent a
portion of the following expenses (collectively the "Reimbursement") which are
incurred by or assessed against the Demised Premises [CHECK ALL THAT ARE TO
APPLY]:

     [X]  Ad Valorem Taxes;
     [X]  Insurance Premiums;
     [X]  Common Area Maintenance (CAM) Expenses;
     [ ]  Operating Expenses;
     [X]  Roof and Structural Maintenance Expenses;

B. EXPENSE AND REIMBURSEMENT LIMITATIONS. The amount of Tenant's Reimbursement
shall be determined by one of the following methods as described in Section 4
below [CHECK ONLY ONE]:

     [X]  Base Year/Expense Stop Adjustment;
     [ ]  Pro Rata Adjustment;
     [ ]  Fixed Amount Adjustment;
     [ ]  Net Lease Provisions.

C. EXPENSE REIMBURSEMENT PAYMENTS. Tenant agrees to pay any end-of-year lump sum
Reimbursement within thirty (30) days after receiving an invoice from Landlord.
Any time during the Lease Term (or any renewals or extensions) Landlord may
direct Tenant to pay monthly an estimated portion of the projected future
Reimbursement amount. Any such payment directed by Landlord shall be due and
payable monthly on the same day that the Base Rent is due. Landlord may, at
Landlord's option and to the extent allowed by applicable law, impose a Late
Charge on any Reimbursement payments which are not actually received by Landlord
on or before the due date, in the amount and manner set forth in Section 3.03 of
this Lease. Any Reimbursement relating to partial calendar years shall be
prorated accordingly. Tenant's Pro Rata Share of such Reimbursements shall be
based on the square footage of useable area contained in the Demised Premises in
proportion to the square footage of useable building area of the Property.
Tenant may audit or examine those items of expense in Landlord's records which
relate to Tenant's obligations under this Lease. Landlord shall promptly refund
to Tenant any overpayment which is established by an audit or examination. If
the audit or examination reveals an error of more than five percent (5%) over
the figures billed to Tenant, Landlord shall pay the reasonable cost of the
audit or examination.

D. DEFINITIONS.

     1. AD VALOREM TAXES. All general real estate taxes, general and special
assessments, parking surcharges, rent taxes, and other similar governmental
charges levied against the Property for each calendar year.

     2. INSURANCE PREMIUMS. All Landlord's insurance premiums attributable to
the Property, including but not limited to insurance for fire, casualty, general
liability, property damage, medical expenses, and extended coverage, and loss of
rents coverage for six months' Rent.

     3. COMMON AREA MAINTENANCE EXPENSES. Common area maintenance expenses
("CAM") means all costs of maintenance, inspection and repairs of the common
areas of the Property, including but not limited to those costs for security,
lighting, painting, cleaning, decorations and fixtures, utilities, ice and snow
removal, trash disposal, project signs, minor roof defects, pest control,
project promotional expenses, property owners' association dues, wages and
salary costs of maintenance personnel, and other expenses benefiting all the
Property which may be incurred by Landlord in its discretion, including sales
taxes and a reasonable service charge for the administration thereof. The
"common area" is defined as that part of the Property intended for the
collective use of all tenants including, but not limited to, the parking areas,
driveways, loading areas, landscaping, gutters and downspouts, plumbing,
electrical systems, roof, exterior walls, sidewalks, malls, promenades (enclosed
or otherwise), meeting rooms, doors, windows, corridors and public rest rooms.
CAM does not include depreciation on Landlord's original investment, cost of
tenant improvements, real estate brokers' fees, Landlord's management office and
overhead expenses, or interest or depreciation on capital investments.

     4. OPERATING EXPENSES. All costs of ownership, building management,
maintenance, repairs and operation of the Property, including but not limited to
taxes, insurance, CAM, reasonable management fees, wages and salary costs of
building management personnel, overhead and operational costs of a management
office, janitorial, utilities and professional services such as accounting and
legal fees. Operating Expenses do not include the capital cost of management
office equipment and furnishings, depreciation on Landlord's original
investment, roof and structural maintenance, the cost of tenant improvements,
real estate brokers' fees, advertising, or interest or depreciation on capital
investments.

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     5. ROOF AND STRUCTURAL MAINTENANCE EXPENSES. All costs of maintenance,
repair and replacement of the roof, roof deck, flashings, skylights, foundation,
floor slabs, structural components and the structural soundness of the building
in general.

     6. BASE YEAR/EXPENSE STOP ADJUSTMENT. Tenant shall pay to Landlord as
additional rent Tenant's Pro Rata Share of increases in Landlord's Ad Valorem
Taxes, Insurance Premiums, CAM Expenses, Operating Expenses, and/or Roof and
Structural Maintenance Expenses, whichever are applicable, for the Property for
any calendar year during the Lease Term or during any Extension of this Lease,
over [CHECK ONLY ONE]:

     [x] a. Such amounts paid by Landlord for the Base Year 2000, or
     [ ] b. $__________ per square foot of floor area (as set forth in Section
            1.04.C) per year.

     7. PRO RATA ADJUSTMENT. Tenant shall pay to Landlord as additional Rent
Tenant's Pro Rata Share of the total amount of Landlord's Ad Valorem Taxes,
Insurance Premiums, CAM, Operating Expenses, and/or Roof and Structural
Maintenance Expenses, whichever are applicable, for every calendar year during
the Lease Term and during any extension of this Lease.

     8. FIXED AMOUNT ADJUSTMENT. Tenant shall pay to Landlord as additional
Rent the following monthly amounts as Tenant's Reimbursement to Landlord for
the applicable expenses which are incurred by or assessed against the Property:

<Table>
<S>                                          <C>
Ad Valorem Taxes                             $          per month.
                                              ---------
Insurance Premiums                           $          per month.
                                              ---------
CAM Expenses                                 $          per month.
                                              ---------
Operating Expenses                           $          per month.
                                              ---------
Roof and Structural Maintenance Expenses     $          per month.
                                              ---------


</Table>

     9. NET LEASE PROVISIONS. Notwithstanding anything contained in this Lease
to the contrary in Article Seven or otherwise, Tenant shall be responsible for
paying Tenant's Pro Rata Share of all costs of ownership, maintenance,
repairs, replacements, and operation of the Demised Premises and the Property,
including but not limited to all costs of Ad Valorem Taxes, Insurance Premiums,
Common Area Maintenance Expenses, Operating Expenses, and Roof and Structural
Maintenance Expenses.

E. [ ] GROSS-UP PROVISIONS. {CHECK THIS ONLY IF APPLICABLE.] If the Property is
a multi-tenant building and is not fully occupied during the Base Year or any
portion of the Lease Term, an adjustment shall be made in computing the
variable costs for each applicable calendar year. Variable costs shall include
only those items of expense that vary directly proportionately to the occupancy
of the Property. Variable costs which are included in the CAM and Operating
Expenses shall be increased proportionately to the amounts that, in Landlord's
reasonable judgement, would have been incurred had ninety percent (90%) of the
useable area of the Property been occupied during those years.

(c) Copyright 1996 NTCAR form 02 A (1/96)

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                     OPTIONS REAL ESTATE INVESTMENTS, INC.

               NORTH TEXAS COMMERCIAL ASSOCIATION OF REALTORS(R)

                              ADDENDUM G TO LEASE

                             RULES AND REGULATIONS


DEMISED PREMISES/ADDRESS: 1636 N. HAMPTON RD., STE. 270, DESOTO, TEXAS
                         -------------------------------------------------

A. APPLICATION. The following standards shall affect and shall be observed by
Tenant. Tenant's employees and invitees, for the mutual safety, cleanliness,
care, protection, comfort and convenience of all tenants and occupants of the
Property, and shall be applicable to the building(s), to the parking garages,
if any, to the common areas, driveways, parking lots, and to the Demised
Premises, including the land situated beneath and any appurtenances thereto.

B. CONSENT REQUIRED. Any exception to these Rules and Regulations must first be
approved in writing by Landlord. For purposes of these Rules and Regulations,
the term "Landlord" includes the building manager, the building manager's
employees, and any other agent or designee authorized by Landlord to manage or
operate the Property.

C. RULES AND REGULATIONS:

   1.     Tenant may not conduct any auction, "flea market" or "garage sale" on
          the Demised Premises nor store any goods or merchandise on the
          Property except for Tenant's own business use. Food may not be
          prepared in the Demised Premises except in small amounts for
          consumption by Tenant. Vending machines or dispensing machines may not
          be placed in the Demised Premises without Landlord's written approval.
          The Demised Premises may not be used or occupied as sleeping quarters
          or for lodging purposes. Animals may not be kept in or about the
          Property.

   2.     Tenant shall not obstruct sidewalks, driveways, loading areas,
          parking areas, corridors, hallways, vestibules, stairs and other
          similar areas designated for the collective use of tenants, or use
          such areas for Tenant's storage, temporary or otherwise, or for any
          purpose other than ingress and egress to and from the Demised
          Premises. Tenant shall comply with parking rules and guidelines as may
          be posted on the Property from time to time.

   3.     Tenant shall not make any loud noises, unusual vibrations, unpleasant
          odors, objectionable or illegal activities on the Property. Tenant
          shall not permit the operation of any equipment in the Demised
          Premises that could annoy other occupants of the Property. Tenant
          shall not interfere with the possession of other tenants of the
          Property.

   4.     Tenant may not bring any flammable, explosive, toxic, noxious,
          dangerous or hazardous materials onto the Property.

   5.     Installation of security systems, telephone, television and other
          communication cables, fixtures and equipment must comply with Section
          7.04 of the Lease, except that routine installation and construction
          of normal communication devices which do not require any holes in the
          roof or exterior walls of the Property do not require the written
          approval of Landlord.

   6.     Movement into or out of the building through public entrances,
          lobbies or corridors which requires use of a hand truck, dolly or
          pallet jack to carry freight, furniture, office equipment, supplies
          and other large or heavy material, must be limited to the service
          entrances and freight elevators only and must be done at times and in
          a manner so as not to unduly inconvenience other occupants of the
          Property. All wheels for such use must have rubber tires and edge
          guards to prevent damage to the building. Tenant shall be responsible
          for and shall pay all costs to repair damages to the building caused
          by the movement of materials by Tenant.

   7.     Requests by Tenant for building services, maintenance and repair must
          be made in writing to the office of the building manager designated by
          Landlord and must be dated. Tenant shall give prompt written notice to
          Landlord of any significant damage to or defects in the Demised
          Premises or the Property, especially including plumbing, electrical
          and mechanical systems, heating, ventilating and air conditioning
          systems, roofs, windows, doors, foundation and structural components,
          regardless of whose responsibility it is to repair such damage.

   8.     Tenant shall not change locks or install additional locks on doors
          without the prior written consent of Landlord. If Tenant changes locks
          or installs additional locks on the Property, Tenant shall within five
          days thereafter provide Landlord with a copy of each separate key to
          each lock. Upon termination of Tenant's occupancy of the Demised
          Premises, Tenant must surrender all keys to the Demised Premises and
          to the Property to Landlord.

   9.     Harmful liquids, toxic wastes, bulky objects, insoluble substances
          and other materials which may cause clogging, stains or damage to
          plumbing fixtures or systems must not be placed in the lavatories,
          water closets, sinks, or drains. Tenant must pay the costs to repair
          and replace drains, plumbing fixtures and piping which is required
          because of damage caused by Tenant.


(c) Copyright 1996 NTCAR form 02 (1/96)

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