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                                                                   EXHIBIT 10.64








                                SAN FELIPE PLAZA
                                 HOUSTON, TEXAS




















                           STANDARD FORM OFFICE LEASE


                                     BETWEEN


        SAN FELIPE PLAZA, LTD., A TEXAS LIMITED PARTNERSHIP ("LANDLORD"),
            by its agent, Equity Office Holdings, L.L.C., a Delaware
                           limited liability company


                                       AND


         PHYSICIANS SURGICAL CARE, INC., a Texas corporation ("TENANT")






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                                TABLE OF CONTENTS



<TABLE>
<S>                                                                                                              <C>
I.            Basic Lease Information; Definitions................................................................1

II.           Lease Grant.........................................................................................3

III.          Possession..........................................................................................3

IV.           Rent................................................................................................3

V.            Use.................................................................................................6

VI.           Security Deposit....................................................................................7

VII.          Services to be Furnished by Landlord................................................................7

VIII.         Leasehold Improvements..............................................................................8

IX.           Graphics............................................................................................8

X.            Repairs and Alterations.............................................................................8

XI.           Use of Electrical Services by Tenant................................................................9

XII.          Entry by Landlord..................................................................................10

XIII.         Assignment and Subletting..........................................................................10

XIV.          Liens..............................................................................................11

XV.           Indemnity and Waiver of Claims.....................................................................12

XVI.          Tenant's Insurance.................................................................................12

XVII.         Subrogation........................................................................................14

XVIII.        Landlord's Insurance...............................................................................14

XIX.          Casualty Damage....................................................................................14

XX.           Demolition.........................................................................................15

XXI.          Condemnation.......................................................................................15

XXII.         Events of Default..................................................................................15

XXIII.        Remedies...........................................................................................16

XXIV.         LIMITATION OF LIABILITY............................................................................18

XXV.          No Waiver..........................................................................................18

XXVI.         Event of Bankruptcy................................................................................19

XXVII.        Waiver of Jury Trial...............................................................................20

XXVIII.       Relocation.........................................................................................20

XXIX.         Holding Over.......................................................................................20

XXX.          Subordination to Mortgages; Estoppel Certificate...................................................20

XXXI.         Attorneys' Fees....................................................................................21

XXXII.        Notice.............................................................................................21

XXXIII.       Landlord's Lien....................................................................................21

XXXIV.        Excepted Rights....................................................................................22

XXXV.         Surrender of Premises..............................................................................22

XXXVI.        Miscellaneous......................................................................................22

XXXVII.       Entire Agreement...................................................................................24
</TABLE>






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                             OFFICE LEASE AGREEMENT

              This Office Lease Agreement (the "Lease") is made and entered into
as of the _______ day of __________________, 1997, by and between SAN FELIPE
PLAZA, LTD., a Texas limited partnership by its agent, Equity Office Holdings,
L.L.C., a Delaware limited liability company ("Landlord"), and PHYSICIANS
SURGICAL CARE, INC., a Texas corporation ("Tenant").

I.            BASIC LEASE INFORMATION; DEFINITIONS.

              A.    The following are some of the basic lease information and
                    defined terms used in this Lease.

                    1.     "Additional Base Rental" shall mean Tenant's Pro Rata
                           Share of Basic Costs and any other sums (exclusive of
                           Base Rental) that are required to be paid by Tenant
                           to Landlord hereunder, which sums are deemed to be
                           additional rent under this Lease. Additional Base
                           Rental and Base Rental are sometimes collectively
                           referred to herein as "Rent."

                    2.     "Base Rental" shall mean the sum of Thirty-Five
                           Thousand Five Hundred Fifty-Three and NO/100 Dollars
                           ($35,553.00), payable by Tenant to Landlord in seven
                           (7) monthly installments as follows:

                           a.    Seven (7) equal installments of Five Thousand
                                 Seventy-Nine and NO/100 Dollars ($5,079.00),
                                 each payable on or before the first day of each
                                 month during the period beginning June 1, 1997,
                                 and ending December 31, 1997, provided that the
                                 installment of Base Rental for the first full
                                 calendar month of the Lease Term shall be
                                 payable upon the execution of this Lease by
                                 Tenant.

                    3.     "Building" shall mean the office building located at
                           5847 San Felipe, City of Houston, County of Harris,
                           State of Texas, commonly known as San Felipe Plaza.

                    4.     The "Commencement Date," "Lease Term" and
                           "Termination Date" shall have the meanings set forth
                           in subsection I.A.4.a. below:

                           a.    The "Lease Term" shall mean a period of seven
                                 (7) months commencing on June 1, 1997 (the
                                 "Commencement Date") and, unless sooner
                                 terminated as provided herein, ending on
                                 December 31, 1997 (the "Termination Date").

                           b.    INTENTIONALLY OMITTED.

                    5.     "Premises" shall mean the area located on level
                           forty-two (42) of the Building, as outlined on
                           Exhibit A attached hereto and incorporated herein and
                           known as Suite #4295. Landlord and Tenant hereby
                           stipulate and agree that the "Rentable Area of the
                           Premises" shall mean 3,585 square feet and the
                           "Rentable Area of the Building" shall mean 959,466
                           square feet.

                    6.     "Permitted Use" shall mean general office use.

                    7.     "Security Deposit" shall mean the sum of Ten Thousand
                           One Hundred Fifty-Eight and NO/100 Dollars
                           ($10,158.00).

                    8.     "Tenant's Pro Rata Share" shall mean thirty-seven
                           hundredths percent (.37%), which is the quotient
                           (expressed as a percentage), derived by dividing the
                           Rentable Area of the Premises by the Rentable Area of
                           the Building.

                    9.     "Guarantor(s)" shall mean any party that agrees in
                           writing to guarantee the Lease.

                    10.    "Notice Addresses" shall mean the following addresses
                           for Tenant and Landlord,
                           respectively:


<PAGE>

                           Tenant:

                           On and after the Commencement Date, notices shall be
                           sent to Tenant at the Premises.

                           Prior to the Commencement Date, notices shall be sent
                           to Tenant at the following address:

                           Physicians Surgical Care, Inc.
                           5005 Riverway Drive, Suite 360
                           Houston, Texas 77056

                           Landlord:

                           Equity Office Properties, L.L.C.
                           5847 San Felipe, Suite 1200
                           Houston, Texas 77057
                           Attention: Building Manager

                           With a copy to:

                           Equity Office Properties, L.L.C.
                           Two North Riverside Plaza Suite 2200
                           Chicago, Illinois 60606
                           Attention: General Counsel

                           Payments of Rent only shall be made payable to the
                           order of: SAN FELIPE PLAZA, LTD.

                           at the following address:

                           Equity Office Properties, L.L.C.
                           d/b/a San Felipe
                           P.O. Box 844536
                           Dallas, Texas 75284-4536

              B.    The following are additional definitions of some of the
                    defined terms used in the Lease.

                    1.     "Base Year" shall mean 1997.

                    2.     "Basic Costs" shall mean all costs and expenses paid
                           or incurred in connection with operating,
                           maintaining, repairing, managing and owning the
                           Building and the Property, as further described in
                           Article IV hereof.

                    3.     "Broker" means INTENTIONALLY OMITTED.

                    4.     "Building Standard" shall mean the type, grade,
                           brand, quality and/or quantity of materials Landlord
                           designates from time to time to be the minimum
                           quality and/or quantity to be used in the Building.

                    5.     "Business Day(s)" shall mean Mondays through Fridays
                           exclusive of the normal business holidays
                           ("Holidays") of New Year's Day, Memorial Day,
                           Independence Day, Labor Day, Thanksgiving Day and
                           Christmas Day. Landlord, from time to time during the
                           Lease Term, shall have the right to designate
                           additional Holidays, provided that such additional
                           Holidays are commonly recognized by other office
                           buildings in the area where the Building is located.

                    6.     "Common Areas" shall mean those areas provided for
                           the common use or benefit of all tenants generally
                           and/or the public, such as corridors, elevator
                           foyers, common mail rooms, restrooms, vending areas,
                           lobby areas (whether at ground level or otherwise)
                           and other similar facilities.

                    7.     "Landlord Work" shall mean the work, if any, that
                           Landlord is obligated to perform in the Premises
                           pursuant to the Work Letter Agreement, if any,
                           attached hereto as Exhibit D. (If applicable.)



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<PAGE>

                    8.     "Maximum Rate" shall mean the greatest per annum rate
                           of interest permitted from time to time under
                           applicable law.

                    9.     "Normal Business Hours" for the Building shall mean
                           7:00 A.M. to 6:00 P.M. Mondays through Fridays, and
                           8:00 A.M. to 1:00 P.M. on Saturdays, exclusive of
                           Holidays.

                    10.    "Prime Rate" shall mean the per annum interest rate
                           publicly announced by The First National Bank of
                           Chicago or any successor thereof from time to time
                           (whether or not charged in each instance) as its
                           prime or base rate in Chicago, Illinois.

                    11.    "Property" shall mean the Building and the parcel(s)
                           of land on which it is located and, at Landlord's
                           discretion, the Building garage, if any, and all
                           other improvements owned by Landlord and serving the
                           Building and the tenants thereof and the parcel(s) of
                           land on which they are located.

II.           LEASE GRANT.

              Subject to and upon the terms herein set forth, Landlord leases to
Tenant and Tenant leases from Landlord the Premises, together with the right, in
common with others, to use the Common Areas.

III.          POSSESSION.

              A.    INTENTIONALLY OMITTED.

              B.    By taking possession of the Premises, Tenant is deemed to
                    have accepted the Premises and agreed that the Premises is
                    in good order and satisfactory condition, with no
                    representation or warranty by Landlord as to the condition
                    of the Premises or the Building or suitability thereof for
                    Tenant's use.

              C.    INTENTIONALLY OMITTED.

              D.    If Tenant takes possession of the Premises prior to the
                    Commencement Date, such possession shall be subject to all
                    the terms and conditions of the Lease and Tenant shall pay
                    Base Rental and Additional Base Rental to Landlord for each
                    day of occupancy prior to the Commencement Date.
                    Notwithstanding the foregoing, if Tenant, with Landlord's
                    prior approval, takes possession of the Premises prior to
                    the Commencement Date for the sole purpose of performing any
                    Landlord-approved improvements therein or installing
                    furniture, equipment or other personal property of Tenant,
                    such possession shall be subject to all of the terms and
                    conditions of the Lease, except that Tenant shall not be
                    required to pay Base Rental or Additional Base Rental with
                    ,respect to the period of time prior to the Commencement
                    Date during which Tenant performs such work. Tenant shall,
                    however, be liable for the cost of any services (e.g.
                    electricity, HVAC, freight elevators) that are provided to
                    Tenant or the Premises during the period of Tenant's
                    possession prior to the Commencement Date. Nothing herein
                    shall be construed as granting Tenant the right to take
                    possession of the Premises prior to the Commencement Date,
                    whether for construction, fixturing or any other purpose,
                    without the prior consent of Landlord.

IV.           RENT.

              A.    During each calendar year, or portion thereof, falling
                    within the Lease Term, Tenant shall pay to Landlord as
                    Additional Base Rental hereunder Tenant's Pro Rata Share of
                    the amount, if any, by which Basic Costs for the applicable
                    calendar year exceed the Basic Costs for the Base Year (the
                    "Excess"). In the event that Basic Costs in any calendar
                    year decrease below the amount of Basic Costs for the Base
                    Year, Tenant's Pro Rata Share of Basic Costs for such
                    calendar year shall be deemed to be $0, it being understood
                    that Tenant shall not be entitled to any credit or offset if
                    Basic Costs decrease below the Basic Costs for the Base
                    Year. Prior to the Commencement Date and prior to January 1
                    of each calendar year during the Lease Term, or as soon
                    thereafter as practical, Landlord shall make a good faith
                    estimate of the Excess for the applicable calendar year. On
                    or before the first day of each month during such calendar
                    year, Tenant shall pay to Landlord, as Additional Base
                    Rental, a monthly installment equal to one-twelfth of
                    Tenant's Pro Rata Share of


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                    Landlord's estimate of the Excess. Landlord shall have the
                    right from time to time during any such calendar year to
                    revise the estimate of the Excess for such year and provide
                    Tenant with a revised statement therefor, and thereafter the
                    amount Tenant shall pay each month shall be based upon such
                    revised estimate. If Landlord does not provide Tenant with
                    an estimate of the Excess by January 1 of any calendar year,
                    Tenant shall continue to pay a monthly installment based on
                    the previous year's estimate until such time as Landlord
                    provides Tenant with an estimate of the Excess for the
                    current year. Upon receipt of such current year's estimate,
                    an adjustment shall be made for any month during the current
                    year with respect to which Tenant paid monthly installments
                    of Additional Base Rental based on the previous year's
                    estimate of the Excess. Tenant shall pay Landlord for any
                    underpayment within ten (10) days after demand. Any
                    overpayment shall be credited against the installment of
                    Additional Base Rental due for the months immediately
                    following the furnishing of such estimate. Any amounts paid
                    by Tenant based on Landlord's estimate of the Excess shall
                    be subject to adjustment pursuant to the immediately
                    following paragraph when actual Basic Costs are determined
                    for such calendar year.

                    As soon as is practical following the end of each calendar
                    year during the Lease Term, Landlord shall furnish to Tenant
                    a statement of Landlord's actual Basic Costs and the actual
                    Excess for the previous calendar year. If the estimated
                    Excess actually paid by Tenant for the prior year is in
                    excess of Tenant's actual Pro Rata Share of the Excess for
                    such prior year, then Landlord shall apply such overpayment
                    against Additional Base Rental due or to become due
                    hereunder, provided if the Lease Term expires prior to the
                    determination of such overpayment, Landlord shall refund
                    such overpayment to Tenant after first deducting the amount
                    of any Rent due hereunder. Likewise, Tenant shall pay to
                    Landlord, within ten (10) days after demand, any
                    underpayment with respect to the prior year, whether or not
                    the Lease has terminated prior to receipt by Tenant of a
                    statement for such underpayment, it being understood that
                    this clause shall survive the expiration of the Lease.

              B.    Basic Costs shall mean all costs and expenses paid or
                    incurred in each calendar year in connection with operating,
                    maintaining, repairing, managing and owning the Building and
                    the Property, including, but not limited to, the following:

                    1.     All labor costs for all persons performing services
                           required or utilized in connection with the
                           operation, repair, replacement and maintenance of and
                           control of access to the Building and the Property,
                           including but not limited to amounts incurred for
                           wages, salaries and other compensation for services,
                           payroll, social security, unemployment and other
                           similar taxes, workers' compensation insurance,
                           uniforms, training, disability benefits, pensions,
                           hospitalization, retirement plans, group insurance or
                           any other similar or like expenses or benefits.

                    2.     All management fees, the cost of equipping and
                           maintaining a management office at the Building,
                           accounting services, legal fees not attributable to
                           leasing and collection activity, and all other
                           administrative costs relating to the Building and the
                           Property. If management services are not provided by
                           a third party, Landlord shall be entitled to a
                           management fee comparable to that due and payable to
                           third parties provided Landlord or management
                           companies owned by, or management divisions of,
                           Landlord perform actual management services of a
                           comparable nature and type as normally would be
                           performed by third parties.

                    3.     All rental and/or purchase costs of materials,
                           supplies, tools and equipment used in the operation,
                           repair, replacement and maintenance and the control
                           of access to the Building and the Property.

                    4.     Property or Building; or (b) required to comply with
                           any laws, rules or regulations of any governmental
                           authority or a requirement of Landlord's insurance
                           carrier. The cost of such capital improvements shall
                           be amortized over a period of five (5) years and
                           shall, at Landlord's option, include interest at a
                           rate that is reasonably equivalent to the interest
                           rate that Landlord would be required to pay to
                           finance the cost of the capital


                                       4
<PAGE>

                           improvement in question as of the date such capital
                           improvement is performed, provided if the payback
                           period for any capital improvement is less than five
                           (5) years, Landlord may amortize the cost of such
                           capital improvement over the payback period.

                           12.   Any other expense or charge of any nature
                                 whatsoever which, in accordance with general
                                 industry practice with respect to the operation
                                 of a first-class office building, would be
                                 construed as an operating expense.

                           Basic Costs shall not include the cost of capital
                           improvements (except as set forth above and as
                           distinguished from replacement parts or components
                           purchased and installed in the ordinary course),
                           depreciation, interest (except as provided above with
                           respect to the amortization of capital improvements),
                           lease commissions, and principal payments on mortgage
                           and other non-operating debts of Landlord. If the
                           Building is not 100% occupied during any calendar
                           year of the Lease Term or if Landlord is not
                           supplying services to 100% of the total Rentable Area
                           of the Building at any time during any calendar year
                           of the Lease Term, actual Basic Costs for purposes
                           hereof shall, at Landlord's option, be determined as
                           if the Building had been 100% occupied and Landlord
                           had been supplying services to 100% of the total
                           Rentable Area of the Building during such year. If
                           Tenant pays for its Pro Rata Share of Basic Costs
                           based on increases over a "Base Year and Basic Costs
                           for any calendar year during the Lease Term are
                           determined as provided in the foregoing sentence,
                           Basic Costs for such Base Year shall also be
                           determined as if the Building had been 100% occupied
                           and Landlord had been supplying services to 100% of
                           the total Rentable Area of the Building. Any
                           necessary extrapolation of Basic Costs under this
                           Article shall be performed by adjusting the cost of
                           those components of Basic Costs that are impacted by
                           changes in the occupancy of the Building (including,
                           at Landlord's option, Taxes) to the cost that would
                           have been incurred if the Building had been 100%
                           occupied and Landlord had been supplying services to
                           100% of the Rentable Area of the Building.

                    C.   If Basic Costs for any calendar year increase by more
                         than five percent (5%) over Basic Costs for the
                         immediately preceding calendar year, Tenant, within
                         ninety (90) days after receiving Landlord's statement
                         of actual Basic Costs for a particular calendar year,
                         shall have the right to provide Landlord with written
                         notice (the "Review Notice") of its intent to review
                         Landlord's books and records relating to the Basic
                         Costs for such calendar year. Within a reasonable time
                         after receipt of a timely Review Notice, Landlord shall
                         make such books and records available to Tenant or
                         Tenant's agent for its review at either Landlord's home
                         office or at the office of the Building, provided that
                         if Tenant retains an agent to review Landlord's books
                         and records for any calendar year, such agent must be
                         CPA firm licensed to do business in the state in which
                         the Building is located. Tenant shall be solely
                         responsible for any and all costs, expenses and fees
                         incurred by Tenant or Tenant's agent in connection with
                         such review. If Tenant elects to review Landlord's
                         books and records, within thirty (30) days after such
                         books and records are made available to Tenant, Tenant
                         shall have the right to give Landlord written notice
                         stating in reasonable detail any objection to
                         Landlord's statement of actual Basic Costs for such
                         calendar year. If Tenant fails to give Landlord written
                         notice of objection within such thirty (30) day period
                         or fails to provide Landlord with a Review Notice
                         within the ninety (90) day period provided above,
                         Tenant shall be deemed to have approved Landlord's
                         statement of Basic Costs in all respects and shall
                         thereafter be barred from raising any claims with
                         respect thereto. Upon Landlord's receipt of a timely
                         objection notice from Tenant, Landlord and Tenant shall
                         work together in good faith to resolve the discrepancy
                         between Landlord's statement and Tenant's review. If
                         Landlord and Tenant determine that Basic Costs for the
                         calendar year in question are less than reported,
                         Landlord shall provide Tenant with a credit against
                         future Additional Base Rental in the amount of any
                         overpayment by Tenant.


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<PAGE>

                         Likewise, if Landlord and Tenant determine that Basic
                         Costs for the calendar year in question are greater
                         than reported, Tenant shall forthwith pay to Landlord
                         the amount of underpayment by Tenant. Any information
                         obtained by Tenant pursuant to the provisions of this
                         Section shall be treated as confidential.
                         Notwithstanding anything herein to the contrary, Tenant
                         shall not be permitted to examine Landlord's books and
                         records or to dispute any statement of Basic Costs
                         unless Tenant has paid to Landlord the amount due as
                         shown on Landlord's statement of actual Basic Costs,
                         said payment being a condition precedent to Tenant's
                         right to examine Landlord's books and records.

                    D.   Tenant covenants and agrees to pay to Landlord during
                         the Lease Term, without any setoff or deduction
                         whatsoever, the full amount of all Base Rental and
                         Additional Base Rental due hereunder. In addition,
                         Tenant shall pay and be liable for, as additional rent,
                         all rental, sales and use taxes or other similar taxes,
                         if any, levied or imposed by any city, state, county or
                         other governmental body having authority, such payments
                         to be in addition to all other payments required to be
                         paid to Landlord by Tenant under the terms and
                         conditions of this Lease. Any such payments shall be
                         paid concurrently with the payments of the Rent on
                         which the tax is based. The Base Rental, Tenant's Pro
                         Rata Share of Basic Costs and any recurring monthly
                         charges due hereunder shall be due and payable in
                         advance on the first day of each calendar month during
                         the Lease Term without demand, provided that the
                         installment of Base Rental for the first full calendar
                         month of the Lease Term shall be payable upon the
                         execution of this Lease by Tenant. All other items of
                         Rent shall be due and payable by Tenant on or before
                         ten (10) days after billing by Landlord. If the Lease
                         Term commences on a day other than the first day of a
                         calendar month or terminates on a day other than the
                         last day of a calendar month, then the monthly Base
                         Rental and Tenant's Pro Rata Share of Basic Costs for
                         such month shall be prorated for the number of days in
                         such month occurring within the Term based on a
                         fraction, the numerator of which is the number of days
                         of the Lease Term that fell within such calendar month
                         and the denominator of which is thirty (30). All such
                         payments shall be by a good and sufficient check. No
                         payment by Tenant or receipt or acceptance by Landlord
                         of a lesser amount than the correct amount of Rent due
                         under this Lease shall be deemed to be other than a
                         payment on account of the earliest Rent due hereunder,
                         nor shall any endorsement or statement on any check or
                         any letter accompanying any check or payment be deemed
                         an accord and satisfaction, and Landlord may accept
                         such check or payment without prejudice to Landlord's
                         right to recover the balance or pursue any other
                         available remedy. The acceptance by Landlord of any
                         Rent on a date after the due date of such payment shall
                         not be construed to be a waiver of Landlord's right to
                         declare a default for any other late payment. Tenant's
                         covenant to pay Rent shall be independent of every
                         other covenant set forth in this Lease.

              E.    All Rent not paid when due and payable shall bear interest
                    from the date due until paid at the lesser of: (1) eighteen
                    percent (18%) per annum; or (2) the Maximum Rate. In
                    addition, if Tenant fails to pay any installment of Rent
                    when due and payable hereunder, a service foe equal to five
                    percent (5%) of such unpaid amount will be due and payable
                    immediately by Tenant to Landlord.

V.            USE.

              The Premises shall be used for the Permitted Use and for no other
purpose. Tenant agrees not to use or permit the use of the Premises for any
purpose which is illegal, dangerous to life, limb or property or which, in
Landlord's reasonable opinion, creates a nuisance or which would increase the
cost of insurance coverage with respect to the Building. Tenant shall conduct
its business and control its agents, servants, contractors, employees,
customers, licensees, and invitees in such a manner as not to interfere with,
annoy or disturb other tenants, or in any way interfere with Landlord in the
management and operation of the Building. Tenant will maintain the Premises in a
clean and healthful condition, and comply with all laws, ordinances, orders,
rules and regulations of any governmental entity with reference to the operation
of Tenant's business and to the use, condition, configuration or occupancy of
the Premises, including without limitation, the Americans with Disabilities Act
(collectively referred to as "Laws"). Tenant, within ten (10) days after receipt
thereof, shall provide Landlord with copies of any notices it receives with
respect to a violation or alleged violation of any Laws. Tenant will comply with
the rules and regulations of the Building attached hereto as Exhibit B and such


                                       6
<PAGE>

other rules and regulations adopted and altered by Landlord from time to time
and will cause all of its agents, servants, contractors, employees, customers,
licensees and invitees to do so. All changes to such rules and regulations will
be reasonable and shall be sent by Landlord to Tenant in writing.

VI.           SECURITY DEPOSIT.

              The Security Deposit shall be delivered to Landlord upon the
execution of this Lease by Tenant and shall be held by Landlord without
liability for interest (except as required by law) and as security for the
performance of Tenant's obligations under this Lease. The Security Deposit shall
not be considered an advance payment of Rent or a measure of Tenant's liability
for damages. Landlord may, from time to time, without prejudice to any other
remedy, use all or a portion of the Security Deposit to make good any arrearage
of Rent, to repair damages to the Premises, to clean the Premises upon
termination of this Lease or otherwise to satisfy any other covenant or
obligation of Tenant hereunder. Following any such application of the Security
Deposit, Tenant shall pay to Landlord on demand the amount so applied in order
to restore the Security Deposit to its original amount. If Tenant is not in
default at the termination of this Lease, after Tenant surrenders the Premises
to Landlord in accordance with this Lease and all amounts due Landlord from
Tenant are finally determined and paid by Tenant or through application of the
Security Deposit, the balance of the Security Deposit remaining after any such
application shall be returned to Tenant. If Landlord transfers its interest in
the Premises during the Lease Term, Landlord may assign the Security Deposit to
the transferee and thereafter shall have no further liability for the return of
such Security Deposit. Tenant agrees to look solely to such transferee or
assignee for the-return of the Security Deposit. Landlord and its successors and
assigns shall not be bound by any actual or attempted assignment or encumbrance
of the Security Deposit by Tenant, provided, however, if Tenant's interest in
this Lease has been assigned, Landlord shall, provided that Landlord has been
furnished with a fully executed copy of the agreement assigning such Security
Deposit, return the Security Deposit to such assignee in accordance with the
terms and conditions hereof. If Landlord returns the Security Deposit to
Tenant's assignee as aforesaid, Landlord will have no further obligation to any
party with respect thereto. Landlord shall not be required to keep the Security
Deposit separate from its other accounts.

VII.          SERVICES TO BE FURNISHED BY LANDLORD.

              A.    Landlord, as part of Basic Costs (except as otherwise
                    provided), agrees to furnish Tenant the following services:

                    1.   Water for use in the lavatories on the floor(s) on
                         which the Premises is located. If Tenant desires water
                         in the Premises for any approved reason, including a
                         private lavatory or kitchen, cold water shall be
                         supplied, at Tenant's sole cost and expense, from the
                         Building water main through a line and fixtures
                         installed at Tenant's sole cost and expense with the
                         prior reasonable consent of Landlord. If Tenant desires
                         hot water in the Premises, Tenant, at its sole cost and
                         expense and subject to the prior reasonable consent of
                         Landlord, may install a hot water heater in the
                         Premises. Tenant shall be solely responsible for
                         maintenance and repair of any such hot water heater.

                    2.   Central heat and air conditioning in season during
                         Normal Business Hours, at such temperatures and in such
                         amounts as are considered by Landlord, in its
                         reasonable judgment, to be standard for buildings of
                         similar class, size, age and location, or as required
                         by governmental authority. In the event that Tenant
                         requires central heat, ventilation or air conditioning
                         at hours other than Normal Business Hours, such central
                         heat, ventilation or air conditioning shall be
                         furnished only upon the written request of Tenant
                         delivered to Landlord at the office of the Building
                         prior to 3:00 P.M. at least one Business Day in advance
                         of the date for which such usage is requested. Tenant
                         shall pay Landlord, as Additional Base Rental, the
                         entire cost of additional service as such costs are
                         determined by Landlord from time to time.

                    3.   Maintenance and repair of all Common Areas in the
                         manner and to the extent reasonably deemed by Landlord
                         to be standard for buildings of similar class, size,
                         age and location.

                    4.   Janitor service on Business Days; provided, however, if
                         Tenant's use, floor covering or other improvements
                         require special services, Tenant shall


                                       7
<PAGE>

                         pay the additional cost reasonably attributable thereto
                         as Additional Base Rental.

                    5.   Passenger elevator service in common with other tenants
                         of the Building.

                    6.   Electricity to the Premises for general office use, in
                         accordance with and subject to the terms and conditions
                         set forth in Article XI of this Lease.

               B.   The failure by Landlord to any extent to furnish, or the
                    interruption or termination of, any services in whole or in
                    part, resulting from adherence to laws, regulations and
                    administrative orders, wear, use, repairs, improvements,
                    alterations or any causes beyond the reasonable control of
                    Landlord shall not fender Landlord liable in any respect nor
                    be construed as a constructive eviction of Tenant, nor give
                    rise to an abatement of Rent, nor relieve Tenant from the
                    obligation to fulfill any covenant or agreement hereof.
                    Should any of the equipment or machinery used in the
                    provision of such services for any cause cease to function
                    properly, Landlord shall use reasonable diligence to repair
                    such equipment or machinery.

              C.    Tenant expressly acknowledges that if Landlord, from time to
                    time, elects to provide security services, Landlord shall
                    not be deemed to have warranted the efficiency of any
                    security personnel, service, procedures or equipment and
                    Landlord shall not be liable in any manner for the failure
                    of any such security personnel, services, procedures or
                    equipment to prevent or control, or apprehend anyone
                    suspected of personal injury, property damage or any
                    criminal conduct in, on or around the Property.

VIII.         LEASEHOLD IMPROVEMENTS.

              Any trade fixtures, unattached and movable equipment or furniture,
or other personalty brought into the Premises by Tenant ("Tenant's Property")
shall be owned and insured by Tenant. Tenant shall remove all such Tenant's
Property from the Premises in accordance with the terms of Article XXXV hereof.
Any and all alterations, additions and improvements to the Premises, including
any built-in furniture (collectively, "Leasehold Improvements") shall be owned
and insured by Landlord and shall remain upon the Premises, all without
compensation, allowance or credit to Tenant. Landlord may, nonetheless, at any
time within six (6) months after the expiration or earlier termination of this
Lease or Tenant's right to possession, require Tenant to remove any Leasehold
Improvements performed by or for the benefit of Tenant and all electronic, phone
and data cabling as are designated by Landlord (the "Required Removables") at
Tenant's sole cost. In the event that Landlord so elects, Tenant shall remove
such Required Removables within ten (10) days after notice from Landlord,
provided that in no event shall Tenant be required to remove such Required
Removables prior to the expiration or earlier termination of this Lease or
Tenant's right to possession. In addition to Tenant's obligation to remove the
Required Removables, Tenant shall repair any damage caused by such removal and
perform such other work as is reasonably necessary to restore the Premises to a
"move in" condition. If Tenant fails to remove any specified Required Removables
or to perform any required repairs and restoration within the time period
specified above, Landlord, at Tenant's sole cost and expense, may remove, store,
sell and/or dispose of the Required Removables and perform such required repairs
and restoration work. Tenant, within five (5) days after demand from Landlord,
shall reimburse Landlord for any and all reasonable costs incurred by Landlord
in connection with the Required Removables.

IX.           GRAPHICS.

              Landlord shall provide and install, at Tenant's cost, any suite
numbers and Tenant identification on the exterior of the Premises using the
standard graphics for the Building. Tenant shall not be permitted to install any
signs or other identification without Landlord's prior written consent.

X.            REPAIRS AND ALTERATIONS.

               A.   Except to the extent such obligations are imposed upon
                    Landlord hereunder, Tenant, at its sole cost and expense,
                    shall perform all maintenance and repairs to the Premises as
                    are necessary to keep the same in good condition and repair
                    throughout the entire Lease Term, reasonable wear and tear
                    excepted. Tenant's repair and maintenance obligations with
                    respect to the Premises shall include, without limitation,
                    any necessary repairs with respect to: (1) any carpet or
                    other floor covering, (2) any interior partitions, (3) any
                    doors, (4) the interior


                                       8
<PAGE>

                    side of any demising walls, (5) any telephone and computer
                    cabling that serves Tenant's equipment exclusively, (6) any
                    supplemental air conditioning units, private showers and
                    kitchens, including any plumbing in connection therewith,
                    and similar facilities serving Tenant exclusively, and (7)
                    any alterations, additions or improvements performed by
                    contractors retained by Tenant. All such work shall be
                    performed in accordance with section X.B. below and the
                    rules, policies and procedures reasonably enacted by
                    Landlord from time to time for the performance of work in
                    the Building. If Tenant fails to make any necessary repairs
                    to the Premises, Landlord may, at its option, make such
                    repairs, and Tenant shall pay the cost thereof to the
                    Landlord on demand as Additional Base Rental, together with
                    an administrative charge in an amount equal to ten percent
                    (10%) of the cost of such repairs. Landlord shall, at its
                    expense (except as included in Basic Costs), keep and
                    maintain in good repair and working order and make all
                    repairs to and perform necessary maintenance upon: (a) all
                    structural elements of the Building; and (b) all mechanical,
                    electrical and plumbing systems that serve the Building in
                    general; and (c) the Building facilities common to all
                    tenants including, but not limited to, the ceilings, walls
                    and floors in the Common Areas.

               B.   Tenant shall not make or allow to be made any alterations,
                    additions or improvements to the Premises without first
                    obtaining the written consent of Landlord in each such
                    instance. Prior to commencing any such work and as a
                    condition to obtaining Landlord's consent, Tenant must
                    furnish Landlord with plans and specifications reasonably
                    acceptable to Landlord; names and addresses of contractors
                    reasonably acceptable to Landlord; copies of contracts;
                    necessary permits and approvals; evidence of contractor's
                    and subcontractor's insurance in accordance with Article XVI
                    section B. hereof; and payment bond or other security, all
                    in form and amount satisfactory to Landlord. All such
                    improvements, alterations or additions shall be constructed
                    in a good and workmanlike manner using Building Standard
                    materials or other new materials of equal or greater
                    quality. Landlord, to the extent reasonably necessary to
                    avoid any disruption to the tenants and occupants of the
                    Building, shall have the right to designate the time when
                    any such alterations, additions and improvements may be
                    performed and to otherwise designate reasonable rules,
                    regulations and procedures for the performance of work in
                    the Building. Upon completion, Tenant shall furnish
                    "as-built" plans, contractor's affidavits and full and final
                    waivers of lien and receipted bills covering all labor and
                    materials. All improvements, alterations and additions shall
                    comply with all insurance requirements, codes, ordinances,
                    laws and regulations, including without limitation, the
                    Americans with Disabilities Act. Tenant shall reimburse
                    Landlord upon demand as Additional Base Rental for all sums,
                    if any, expended by Landlord for third party examination of
                    the architectural, mechanical, electric and plumbing plans
                    for any alterations, additions or improvements. In addition,
                    if Landlord so requests, Landlord shall be entitled to
                    oversee the construction of any alterations, additions or
                    improvements that may affect the structure of the Building
                    or any of the mechanical, electrical, plumbing or life
                    safety systems of the Building. In the event Landlord elects
                    to oversee such work, Landlord shall be entitled to receive
                    a fee for such oversight in an amount equal to fifteen
                    percent (15%) of the cost of such alterations, additions or
                    improvements. Landlord's approval of Tenant's plans and
                    specifications for any work performed for or on behalf of
                    Tenant shall not be deemed to be a representation by
                    Landlord that such plans and specifications comply with
                    applicable insurance requirements, building codes,
                    ordinances, laws or regulations or that the alterations,
                    additions and improvements constructed in accordance with
                    such plans and specifications will be adequate for Tenant's
                    use.

XI.           USE OF ELECTRICAL SERVICES BY TENANT.

               A.   All electricity used by Tenant in the Premises shall, at
                    Landlord's option, be paid for by Tenant either: (1) through
                    inclusion in Base Rental or Basic Costs; or (2) by a
                    separate charge billed directly to Tenant by Landlord and
                    payable by Tenant as Additional Base Rental; or (3) by a
                    separate charge billed by the utility company supplying
                    electricity and payable by Tenant directly to such utility
                    company. Tenant's use of electrical service in the Premises
                    shall not exceed, either in voltage, rated capacity, use or
                    overall load, that which Landlord deems to be standard for
                    the Building. In the event Tenant shall consume (or request
                    that it be allowed to consume) electrical service in excess


                                       9
<PAGE>

                    of that deemed by Landlord to be standard for the Building,
                    Landlord may refuse to provide such excess usage or refuse
                    to consent to such usage or may consent upon such conditions
                    as Landlord reasonably elects (including the installation of
                    utility service upgrades, submeters, air handlers or cooling
                    units), and all such additional usage (to the extent
                    permitted by law), installation and maintenance thereof
                    shall be. paid for by Tenant as Additional Base Rental.
                    Landlord shall have the right to separately meter electrical
                    usage for the Premises at any time during the Lease Term or
                    to use any other method of measuring electrical usage that
                    Landlord, in its reasonable judgment, deems to be
                    appropriate.

              B.    If Landlord generates or distributes electric current for
                    the Building, Tenant shall obtain all current from Landlord
                    and pay as Additional Base Rental Landlord's charges
                    therefor, provided, however, that if the cost of providing
                    electricity is not included in Base Rental or Basic Costs,
                    the charges to Tenant shall not exceed the rate that would
                    be charged Tenant if billed directly by the local utility
                    for the same services. Landlord may cease to furnish
                    electricity upon thirty (30) days prior written notice,
                    provided within the thirty (30) days Landlord connects with
                    another source of electric supply.

XII.          ENTRY BY LANDLORD.

              Landlord and its agents or representatives shall have the right to
enter the Premises to inspect the same, or to show the Premises to prospective
purchasers, mortgagees, tenants (during the last twelve months of the Lease Term
or earlier in connection with a potential relocation) or insurers, or to clean
or make repairs, alterations or additions thereto, including any work that
Landlord deems necessary for the safety, protection or preservation of the
Building or any occupants thereof, or to facilitate repairs, alterations or
additions to the Building or any other tenants' premises. Except for any entry
by Landlord in an emergency situation or to provide normal cleaning and
janitorial service, Landlord shall provide Tenant with reasonable prior notice
of any entry into the Premises, which notice may be given verbally. If
reasonably necessary for the protection and safety of Tenant and its employees,
Landlord shall have the right to temporarily close the Premises to perform
repairs, alterations or additions In the Premises, provided that Landlord shall
use reasonable efforts to perform all such work on weekends and after Normal
Business Hours. Entry by Landlord hereunder shall not constitute a constructive
eviction or entitle Tenant to any abatement or reduction of Rent by reason
thereof.

XIII.         ASSIGNMENT AND SUBLETTING.

               A.   Tenant shall not assign, sublease, transfer or encumber this
                    Lease or any interest therein or grant any license,
                    concession or other right of occupancy of the Premises or
                    any portion thereof or otherwise permit the use of the
                    Premises or any portion thereof by any party other than
                    Tenant (any of which events is hereinafter called a
                    "Transfer") without the prior written consent of Landlord,
                    which consent shall not be unreasonably withheld with
                    respect to any proposed assignment or subletting. Landlord's
                    consent shall not be considered unreasonably withheld if:
                    (1) the proposed transferee's financial responsibility does
                    not meet the same criteria Landlord uses to select Building
                    tenants; (2) the proposed transferee's business is not
                    suitable for the Building considering the business of the
                    other tenants and the Building's prestige or would result in
                    a violation of an exclusive right granted to another tenant
                    in the Building; (3) the proposed use is different than the
                    Permitted Use; (4) the proposed transferee is a government
                    agency or occupant of the Building; (5) Tenant is in
                    default; or (6) any portion of the Building or Premises
                    would become subject to additional or different governmental
                    laws or regulations as a consequence of the proposed
                    Transfer and/or the proposed transferee's use and occupancy
                    of the Premises. Tenant acknowledges that the foregoing is
                    not intended to be an exclusive list of the reasons for
                    which Landlord may reasonably withhold its consent to a
                    proposed Transfer. Any attempted Transfer in violation of
                    the terms of this Article shall, at Landlord's option, be
                    void. Consent by Landlord to one or more Transfers shall not
                    operate as a waiver of Landlord's rights as to any
                    subsequent Transfers. In addition, Tenant shall not, without
                    Landlord's consent, publicly advertise the proposed rental
                    rate for any Transfer.

               B.   If Tenant requests Landlord's consent to a Transfer, Tenant,
                    together with such consent, shall provide Landlord with the
                    name of the proposed transferee and the nature of the
                    business of the proposed transferee, the term, use, rental
                    rate and all other material terms and conditions of the
                    proposed Transfer, including,


                                       10
<PAGE>

                    without limitation, a copy of the proposed assignment,
                    sublease or other contractual documents and evidence
                    satisfactory to Landlord that the proposed transferee is
                    financially responsible. Notwithstanding Landlord's
                    agreement to act reasonably under Section XIII.A. above,
                    Landlord may, within forty-five (45) days after its receipt
                    of all information and documentation required herein,
                    either, (1) consent to or reasonably refuse to consent to
                    such Transfer in writing; or (2) negotiate directly with the
                    proposed transferee and in the event Landlord is able to
                    reach an agreement with such proposed transferee, terminate
                    this Lease (in part or in whole, as appropriate) upon thirty
                    (30) days notice; or (3) cancel and terminate this Lease, in
                    whole or in part as appropriate, upon thirty (30) days
                    notice. In the event Landlord consents to any such Transfer,
                    the Transfer and consent thereto shall be in a form approved
                    by Landlord, and Tenant shall bear all costs and expenses
                    incurred by Landlord in connection with the review and
                    approval of such documentation, which costs and expenses
                    shall be deemed to be at least Seven Hundred Fifty Dollars
                    ($750.00).

               C.   All cash or other proceeds (the "Transfer Consideration") of
                    any Transfer of Tenant's interest in this Lease and/or the
                    Premises, whether consented to by Landlord or not, shall be
                    paid to Landlord and Tenant hereby assigns all rights it
                    might have or ever acquire in any such proceeds to Landlord.
                    In addition to the Rent hereunder, Tenant hereby covenants
                    and agrees to pay to Landlord all rent and other
                    consideration which it receives which is in excess of the
                    Rent payable hereunder within ten (10) days following
                    receipt thereof by Tenant. In addition to any other rights
                    Landlord may have, Landlord shall have the right to contact
                    any transferee and require that all payments made pursuant
                    to the Transfer shall be made directly to Landlord.

               D.   If Tenant is a corporation, limited liability company or
                    similar entity, and if at any time during the Lease Term the
                    entity or entities who own the voting shares at the time of
                    the execution of this Lease cease for any reason (including
                    but not limited to merger, consolidation or other
                    reorganization involving another corporation) to own a
                    majority of such shares, or if Tenant is a partnership and
                    if at any time during the Lease Term the general partner or
                    partners who own the general partnership interests in the
                    partnership at the time of the execution of this Lease,
                    cease for any reason to own a majority of such interests
                    (except as the result of transfers by gift, bequest or
                    inheritance to or for the benefit of members of the
                    immediate family of such original shareholder[s] or
                    partner[s]), such an event shall be deemed to be a Transfer.
                    The preceding sentence shall not apply whenever Tenant is a
                    corporation, the outstanding stock of which is listed on a
                    recognized security exchange, or if at least eighty percent
                    (80%) of its voting stock is owned by another corporation,
                    the voting stock of which is so listed.

              E.    Any Transfer consented to by Landlord in accordance with
                    this Article XIII shall be only for the Permitted Use and
                    for no other purpose. In no event shall any Transfer release
                    or relieve Tenant or any Guarantors from any obligations
                    under this Lease.

XIV.          LIENS.

              Tenant will not permit any mechanic's liens or other liens to be
placed upon the Premises or Tenant's leasehold interest therein, the Building,
or the Property. Landlord's title to the Building and Property is and always
shall be paramount to the interest of Tenant, and nothing herein contained shall
empower Tenant to do any act that can, shall or may encumber Landlord's title.
In the event any such lien does attach, Tenant shall, within five (5) days of
notice of the filing of said lien, either discharge or bond over such lien to
the satisfaction of Landlord and Landlord's Mortgagee (as hereinafter defined),
and in such a manner as to remove the lien as an encumbrance against the
Building and Property. If Tenant shall fail to so `discharge or bond over such
lien, then, in addition to any other right or remedy of Landlord, Landlord may,
but shall not be obligated to bond over or discharge the same. Any amount paid
by Landlord for any of the aforesaid purposes, including reasonable attorneys'
fees (if and to the extent permitted by law) shall be paid by Tenant to Landlord
on demand as Additional Base Rental. Landlord shall have the right to post and
keep posted on the Premises any notices that may be provided by law or which
Landlord may deem to be proper for the protection of Landlord, the Premises and
the Building from such liens.



                                       11
<PAGE>

XV.           INDEMNITY AND WAIVER OF CLAIMS.

               A.   Tenant shall indemnify, defend and hold Landlord, its
                    members, principals, beneficiaries, partners, officers,
                    directors, employees, Mortgagee(s) and agents, and the
                    respective principals and members of any such agents
                    (collectively the "Landlord Related Parties") harmless
                    against and from all liabilities, obligations, damages,
                    penalties, claims, costs, charges and expenses, including,
                    without limitation, reasonable attorneys' fees and other
                    professional fees (if and to the extent permitted by law),
                    which may be imposed upon, incurred by, or asserted against
                    Landlord or any of the Landlord Related Parties and arising,
                    directly or indirectly, out of or in connection with the
                    use, occupancy or maintenance of the Premises by, through or
                    under Tenant including, without limitation, any of the
                    following: (1) any work or thing done in, on or about the
                    Premises or any part thereof by Tenant or any of its
                    transferees, agents, servants, contractors, employees,
                    customers, licensees or invitees; (2) any use, non-use,
                    possession, occupation, condition, operation or maintenance
                    of the Premises or any part thereof; (3) any act or omission
                    of Tenant or any of its transferees, agents, servants,
                    contractors, employees, customers, licensees or invitees,
                    regardless of whether such act or omission occurred within
                    the Premises; (4) any injury or damage to any person or
                    property occurring in, on or about the Premises or any part
                    thereof; or (5) any failure on the part of Tenant to perform
                    or comply with any of the covenants, agreements, terms or
                    conditions contained in this Lease with which Tenant must
                    comply or perform. In case any action or proceeding is
                    brought against Landlord, or any of the Landlord Related
                    Parties by reason of any of the foregoing, Tenant shall, at
                    Tenant's sole cost and expense, resist and defend such
                    action or proceeding with counsel approved by Landlord or,
                    at Landlord's option, reimburse Landlord for the cost of any
                    counsel retained directly by Landlord to defend and resist
                    such action or proceeding.

               B.   Landlord and the Landlord Related Parties shall not be
                    liable for, and Tenant hereby waives, all claims for loss or
                    damage to Tenant's business or damage to person or property
                    sustained by Tenant or any person claiming by, through or
                    under Tenant [including Tenant's principals, agents and
                    employees (collectively, the "Tenant Related Parties")]
                    resulting from any accident or occurrence in, on or about
                    the Premises, the Building or the Property, including,
                    without limitation, claims for loss, theft or damage
                    resulting from: (1) the Premises, Building, or Property, or
                    any equipment or appurtenances becoming out of repair; (2)
                    wind or weather; (3) any defect in or failure to operate,
                    for whatever reason, any sprinkler, heating or
                    air-conditioning equipment, electric wiring, gas, water or
                    steam pipes; (4) broken glass; (5) the backing up of any
                    sewer pipe or downspout; (6) the bursting, leaking or
                    running of any tank, water closet, drain or other pipe; (7)
                    the escape of steam or water; (8) water, snow or ice being
                    upon or coming through the roof, skylight, stairs, doorways,
                    windows, walks or any other place upon or near the Building;
                    (9) the failing of any fixture, plaster, tile or other
                    material; (10) any act, omission or negligence of other
                    tenants, licensees or any other persons or occupants of the
                    Building or of adjoining or contiguous buildings, or owners
                    of adjacent or contiguous property or the public, or by
                    construction of any private, public or quasi-public work; or
                    (11) any other cause of any nature except, as to items 1-9,
                    where such loss or damage is due to Landlord's willful
                    failure to make repairs required to be made pursuant to
                    other provisions of this Lease, after the expiration of a
                    reasonable time after written notice to Landlord of the need
                    for such repairs. To the maximum extent permitted by law,
                    Tenant agrees to use and occupy the Premises, and to use
                    such other portions of the Building as Tenant is herein
                    given the right to use, at Tenant's own risk.

XVI.          TENANT'S INSURANCE.

              A.    At all times commencing on and after the earlier of the
                    Commencement Date and the date Tenant or its agents,
                    employees or contractors enters the Premises for any
                    purpose, Tenant shall carry and maintain, at its sole cost
                    and expense:

                    1.     Commercial General Liability Insurance applicable to
                           the Premises and its appurtenances providing, on an
                           occurrence basis, a minimum combined single limit of
                           Two Million Dollars ($2,000,000.00), with a
                           contractual


                                       12
<PAGE>

                           liability endorsement covering Tenant's indemnity
                           obligations under this Lease.

                    2.     All Risks of Physical Loss Insurance written at
                           replacement cost value and with a replacement cost
                           endorsement covering all of Tenant's Property in the
                           Premises.

                    3.     Workers' Compensation Insurance as required by the
                           state in which the Premises is located and in amounts
                           as may be required by applicable statute, and
                           Employers' Liability Coverage of One Million Dollars
                           ($1,000,000.00) per occurrence.

                    4.     Whenever good business practice, in Landlord's
                           reasonable judgment, indicates the need of additional
                           insurance coverage or different types of insurance in
                           connection with the Premises or Tenant's use and
                           occupancy thereof, Tenant shall, upon request, obtain
                           such insurance at Tenant's expense and provide
                           Landlord with evidence thereof.

               B.   Except for items for which Landlord is responsible under the
                    Work Letter Agreement, before any repairs, alterations,
                    additions, improvements, or construction are undertaken by
                    or on behalf of Tenant, Tenant shall carry and maintain, at
                    its expense, or Tenant shall require any contractor
                    performing work on the Premises to carry and maintain, at no
                    expense to Landlord, in addition to workers' compensation
                    insurance as required by the jurisdiction in which the
                    Building is located, All Risk Builder's Risk Insurance in
                    the amount of the replacement cost of any alterations,
                    additions or improvements (or such other amount reasonably
                    required by Landlord) and Commercial General Liability
                    Insurance (including, without limitation, Contractor's
                    Liability coverage, Contractual Liability coverage and
                    Completed Operations coverage,) written on an occurrence
                    basis with a minimum combined single limit of Two Million
                    Dollars ($2,000,000.00) and adding the "owner(s) of the
                    Building and its (or their) respective members, principals,
                    beneficiaries, partners, officers, directors, employees,
                    agents and their respective members and principals) and
                    mortgagee(s)" (and any other designees of Landlord as the
                    interest of such designees shall appear) as additional
                    insureds.

               C.   Any company writing any insurance which Tenant is required
                    to maintain or cause to be maintained pursuant to the terms
                    of this Lease (all such insurance as well as any other
                    insurance pertaining to the Premises or the operation of
                    Tenant's business therein being referred to as "Tenant's
                    Insurance"), as well as the form of such insurance, shall at
                    all times be subject to Landlord's reasonable approval, and
                    each such insurance company shall have an A.M. Best rating
                    of "A-" or better and shall be licensed and qualified to do
                    business in the state in which the Premises is located. All
                    policies evidencing Tenant's Insurance (except for Workers'
                    Compensation) shall specify Tenant as named insured and the
                    "owner(s) of the Building and its (or their) respective
                    members, principals, beneficiaries, partners, officers,
                    directors, employees, agents ( and their respective members
                    and principals) and mortgagee(s)" (and any other designees
                    of Landlord as the interest of such designees shall appear)
                    as additional insureds. Provided that the coverage afforded
                    Landlord and any designees of Landlord shall not be reduced
                    or otherwise adversely affected, all of Tenant's Insurance
                    may be carried under a blanket policy covering the Premises
                    and any other of Tenant's locations. All policies of
                    Tenant's Insurance shall contain endorsements that the
                    insurer(s) will give to Landlord and its designees at least
                    thirty (30) days advance written notice of any change,
                    cancellation, termination or lapse of said insurance. Tenant
                    shall be solely responsible for payment of premiums for all
                    of Tenant's Insurance. Tenant shall deliver to Landlord at
                    least fifteen (15) days prior to the time Tenant's Insurance
                    is first required to be carried by Tenant, and upon renewals
                    at least fifteen (15) days prior to the expiration of any
                    such insurance coverage, a certificate of insurance of all
                    policies procured by Tenant in compliance with its
                    obligations under this Lease. The limits of Tenant's
                    Insurance shall in no event limit Tenant's liability under
                    this Lease.

               D.   Tenant shall not do or fail to do anything in, upon or about
                    the Premises which will: (1) violate the terms of any of
                    Landlord's insurance policies; (2) prevent Landlord from
                    obtaining policies of insurance acceptable to Landlord or
                    any Mortgagees; or (3) result in an increase in the rate of
                    any insurance on the


                                       13
<PAGE>

                    Premises, the Building, any other property of Landlord or of
                    others within the Building. In the event of the occurrence
                    of any of the events set forth in this Section, Tenant shall
                    pay Landlord upon demand, as Additional Base Rental, the
                    cost of the amount of any increase in any such insurance
                    premium, provided that the acceptance by Landlord of such
                    payment shall not be construed to be a waiver of any rights
                    by Landlord in connection with a default by Tenant under the
                    Lease. If Tenant fails to obtain the insurance coverage
                    required by this Lease, Landlord may, at its option, obtain
                    such insurance for Tenant, and Tenant shall pay, as
                    Additional Base Rental, , the cost of all premiums thereon
                    and all of Landlord's costs associated therewith.

XVII.         SUBROGATION.

              Notwithstanding anything set forth in this Lease to the contrary,
Landlord and Tenant do hereby waive any and all right of recovery, claim, action
or cause of action against the other, their respective principals,
beneficiaries, partners, officers, directors, agents, and employees, and, with
respect to Landlord, its Mortgagee(s), for any loss or damage that may occur to
Landlord or Tenant or any party claiming by, through or under Landlord or
Tenant, as the case may be, with respect to their respective property, the
Building, the Property or the Premises or any addition or improvements thereto,
or any contents therein, by reason of fire, the elements or any other cause,
regardless of cause or origin, including the negligence of Landlord or Tenant,
or their respective principals, beneficiaries, partners, officers, directors,
agents and employees and, with respect to Landlord, its Mortgagee(s), which loss
or damage is (or would have been, had the insurance required by this Lease been
carried) covered by insurance. Since this mutual waiver will preclude the
assignment of any such claim by subrogation (or otherwise) to an insurance
company (or any other person), Landlord and Tenant each agree to give each
insurance company which has issued, or in the future may issue, policies of
insurance, with respect to the items covered by this waiver, written notice of
the terms of this mutual waiver, and to have such insurance policies properly
endorsed, if necessary, to prevent the invalidation of any of the coverage
provided by such insurance policies by reason of such mutual waiver. For the
purpose of the foregoing waiver, the amount of any deductible applicable to any
loss or damage shall be deemed covered by, and recoverable by the insured under
the insurance policy to which such deductible relates. In the event that Tenant
is permitted to and self-insures any risk which would have been covered by the
insurance required to be carried by Tenant pursuant to Article XVI of the Lease,
or if Tenant fails to carry any insurance required to be carried by Tenant
pursuant to Article XVI of this Lease, then all loss or damage to Tenant, its
leasehold interest, its business, its property, the Premises or any additions or
improvements thereto or contents thereof shall be deemed covered by and
recoverable by Tenant under valid and collectible policies of insurance.

XVIII.        LANDLORD'S INSURANCE.

              Landlord shall maintain property insurance on the Building in such
amounts as Landlord reasonably elects. The cost of such insurance shall be
included as a part of the Basic Costs, and payments for loses and recoveries
thereunder shall be made solely to Landlord or the Mortgagees of Landlord as
their interests shall appear.

XIX.          CASUALTY DAMAGE.

              If the Premises or any part thereof shall be damaged by fire or
other casualty, Tenant shall give prompt written notice thereof to Landlord. In
case the Building shall be so damaged that in Landlord's reasonable judgment,
substantial alteration or reconstruction of the Building shall be required
(whether or not the Premises has been damaged by such casualty) or in the event
Landlord will not be permitted by applicable law to rebuild the Building in
substantially the same form as existed prior to the fire or casualty or in the
event the Premises has been materially damaged and there is less than two (2)
years of the Lease Term remaining on the date of such casualty or in the event
any Mortgagee should require that the insurance proceeds payable as a result of
a casualty be applied to the payment of the mortgage debt or in the event of any
material uninsured loss to the Building, Landlord may, at its option, terminate
this Lease by notifying Tenant in writing of such termination within ninety (90)
days after the date of such casualty. Such termination shall be effective as of
the date of fire or casualty, with respect to any portion of the Premises that
was rendered untenantable, and the effective date of termination specified in
Landlord's notice, with respect to any portion of the Premises that remained
tenantable. If Landlord does not elect to terminate this Lease, Landlord shall
commence and proceed with reasonable diligence to restore the Building (provided
that Landlord shall not be required to restore any unleased premises in the
Building) and the Leasehold Improvements (but excluding any improvements,
alterations or additions made by Tenant in violation of this Lease) located
within the Premises, if any, which Landlord has insured


                                       14
<PAGE>

to substantially the same condition they were in immediately prior to the
happening of the casualty. Notwithstanding the foregoing, Landlord's obligation
to restore the Building, and the Leasehold Improvements, if any, shall not
require Landlord to expend for such repair and restoration work more than the
insurance proceeds actually received by the Landlord as a result of the
casualty. When repairs to the Premises have been completed by Landlord, Tenant
shall complete the restoration or replacement of all Tenant's Property necessary
to permit Tenant's reoccupancy of the Premises, and Tenant shall present
Landlord with evidence satisfactory to Landlord of Tenant's ability to pay such
costs prior to Landlord's commencement of repair and restoration of the
Premises. Landlord shall not be liable for any inconvenience or annoyance to
Tenant or injury to the business of Tenant resulting in any way from such damage
or the repair thereof, except that, subject to the provisions of the next
sentence, Landlord shall allow Tenant a fair diminution of Rent on a per diem
basis during the time and to the extent any damage to the Premises causes the
Premises to be rendered untenantable and not used by Tenant. If the Premises or
any other portion of the Building is damaged by fire or other casualty resulting
from the negligence of Tenant or any Tenant Related Parties, the Rent hereunder
shall not be diminished during any period during which the Premises, or any
portion thereof, is untenantable (except to the extent Landlord is entitled to
be reimbursed by the proceeds of any rental interruption insurance), and Tenant
shall be liable to Landlord for the cost of the repair and restoration of the
Building caused thereby to the extent such cost and expense is not covered by
insurance proceeds. Landlord and Tenant hereby waive the provisions of any law
from time to time in effect during the Lease Term relating to the effect upon
leases of partial or total destruction of leased property. Landlord and Tenant
agree that their respective rights in the event of any damage to or destruction
of the Premises shall be those specifically set forth herein.

XX.           DEMOLITION.

              Landlord shall have the right to terminate this Lease Agreement if
Landlord proposes or is required, for any reason, to remodel, remove, or
demolish the Building or any substantial portion thereof. Such cancellation
shall be exercised by Landlord by the service of not less than ninety (90) days
written notice of such termination. Such notice shall set forth the date upon
which the termination will be effective. No money or other , consideration shall
be payable by Landlord to Tenant for Landlord's exercise of this right, and the
right is hereby reserved to Landlord and all purchasers, successors, assigns,
transferees, and ground tenants of Landlord, as the case may be, and is in
addition to all other rights of Landlord. Tenant has read the foregoing and
understands that Landlord has a right to terminate this Lease as provided above.

XXI.          CONDEMNATION.

              If (a) the whole or any substantial part of the Premises or (b)
any portion of the Building or Property which would leave the remainder of the
Building unsuitable for use as an office building comparable to its use on the
Commencement Date, shall be taken or condemned for any public or quasi-public
use under governmental law, ordinance or regulation, or by right of eminent
domain, or by private purchase in lieu thereof, then Landlord may, at its
option, terminate this Lease effective as of the date the physical taking of
said Premises or said portion of the Building or Property shall occur. In the
event this Lease is not terminated, the Rentable Area of the Building, the
Rentable Area of the Premises and Tenant's Pro Rata Share shall be appropriately
adjusted. In addition, Rent for any portion of the Premises so taken or
condemned shall be abated during the unexpired term of this Lease effective when
the physical taking of said portion of the Premises shall occur. All
compensation awarded for any such taking or condemnation, or sale proceeds in
lieu thereof, shall be the property of Landlord, and Tenant shall have no claim
thereto, the same being hereby expressly waived by Tenant, except for any
portions of such award or proceeds which are specifically allocated by the
condemning or purchasing party for the taking of or damage to trade fixtures of
Tenant, which Tenant specifically reserves to itself.

XXII.         EVENTS OF DEFAULT.

              The following events shall be deemed to be events of default under
this Lease:

              A.    Tenant shall fail to pay when due any Base Rental,
                    Additional Base Rental or other Rent under this Lease and
                    such failure shall continue for three (3) days after written
                    notice from Landlord (hereinafter sometimes referred to as a
                    "Monetary Default").

              B.    Any failure by Tenant (other than a Monetary Default) to
                    comply with any term, provision or covenant' of this Lease,
                    including, without limitation, the rules and regulations,
                    which failure is not cured within ten (10) days after
                    delivery to


                                       15
<PAGE>

                    Tenant of notice of the occurrence of such failure, provided
                    that if any such failure creates a hazardous condition, such
                    failure must be cured immediately. Notwithstanding the
                    foregoing, if Tenant fails to comply with any particular
                    provision or covenant of this Lease, including, without
                    limitation, Tenant's obligation to pay Rent when due, on
                    three (3) occasions during any twelve (12) month period, any
                    subsequent violation of such provision or covenant shall be
                    considered to be an incurable default by Tenant.

              C.    Tenant or any Guarantor shall become insolvent, or shall
                    make a transfer in fraud of creditors, or shall commit an
                    act of bankruptcy or shall make an assignment for the
                    benefit of creditors, or Tenant or any Guarantor shall admit
                    in writing its inability to pay its debts as they become
                    due.

              D.    Tenant or any Guarantor shall file a petition under any
                    section or chapter of the United States Bankruptcy Code, as
                    amended, pertaining to bankruptcy, or under any similar law
                    or statute of the United States or any State thereof, ` or
                    Tenant or any Guarantor shall be adjudged bankrupt or
                    insolvent in proceedings filed against Tenant or any
                    Guarantor thereunder; or a petition or answer proposing the
                    adjudication of Tenant or any Guarantor as a debtor or its
                    reorganization under any present or future federal or state
                    bankruptcy or similar law shall be filed in any court and
                    such petition or answer shall not be discharged or denied
                    within sixty (60) days after the filing thereof.

              E.    A receiver or trustee shall be appointed for all or
                    substantially all of the assets of Tenant or any Guarantor
                    or of the Premises or of any of Tenant's Property located
                    thereon in any proceeding brought by Tenant or any
                    Guarantor, or any such receiver or trustee shall be
                    appointed in any proceeding brought against Tenant or any
                    Guarantor and shall not be discharged within sixty (60) days
                    after such appointment or Tenant or such Guarantor shall
                    consent to or acquiesce in such appointment.

              F.    The leasehold estate hereunder shall be taken on execution
                    or other process of law or equity in any action against
                    Tenant.

              G.    Tenant shall abandon or vacate any substantial portion of
                    the Premises without the prior written permission of
                    Landlord.

              H.    Tenant shall fail to take possession of and occupy the
                    Premises within thirty (30) days following the Commencement
                    Date and thereafter continuously conduct its operations in
                    the Premises for the Permitted Use.

              I.    The liquidation, termination, dissolution, forfeiture of
                    right to do business, or death of Tenant or any Guarantor.

              J.    Tenant is in default beyond any notice and cure period under
                    any other lease with Landlord.

XXIII.        REMEDIES.

              A.    Upon the occurrence of any event or events of default under
                    this Lease, Landlord shall have the option to pursue any one
                    or more of the following remedies without any notice (except
                    as expressly prescribed in Article XXII above) or demand
                    whatsoever (and without limiting the generality of the
                    foregoing, Tenant hereby specifically waives notice and
                    demand for payment of Rent or other obligations due [except
                    as expressly prescribed in Article XXII above] and waives
                    any and all other notices or demand requirements imposed by
                    applicable law):

                    1.   Terminate this Lease, in which event Tenant shall
                         immediately surrender the Premises to Landlord. If
                         Tenant fails to surrender the Premises upon termination
                         of the Lease hereunder, Landlord may without prejudice
                         to any other remedy which it may have, enter upon and
                         take possession of the Premises and expel or remove
                         Tenant and any other person who may be occupying said
                         Premises, or any part thereof, and Tenant hereby agrees
                         to pay to Landlord on demand the amount of all loss and
                         damage, including consequential damage, which Landlord
                         may suffer by reason of such termination, whether
                         through inability to relet the Premises on satisfactory
                         terms or otherwise, specifically including but not
                         limited to all


                                       16
<PAGE>

                         Costs of Reletting (hereinafter defined) and any
                         deficiency that may arise by reason of any reletting or
                         failure to relet.

                    2.   Enter upon and take possession of the Premises and
                         expel or remove Tenant or any other person who may be
                         occupying said Premises, or any part thereof, without
                         having any civil or criminal liability therefor and
                         without terminating this Lease. Landlord may (but shall
                         be under no obligation to) relet the Premises or any
                         part thereof for the account of Tenant, in the name of
                         Tenant or Landlord or otherwise, without notice to
                         Tenant for such term or terms which may be greater or
                         less than the period which would otherwise have
                         constituted the balance of the Lease Term and on such
                         conditions (which may include concessions, free rent
                         and alterations of the Premises) and for such uses as
                         Landlord in its absolute discretion may determine, and
                         Landlord may collect and receive any rents payable by
                         reason of such reletting. Tenant agrees to pay Landlord
                         on demand all Costs of Reletting and any deficiency
                         that may arise by reason of such reletting or failure
                         to relet. Landlord shall not be responsible or liable
                         for any failure to relet the Premises or any part
                         thereof or for any failure to collect any Rent due upon
                         any such reletting. No such re-entry or taking of
                         possession of the Premises by Landlord shall be
                         construed as an election on Landlord's part to
                         terminate this Lease unless a written notice of such
                         termination is given to Tenant.

                    3.   Enter upon the Premises without having any civil or
                         criminal liability therefor, and do whatever Tenant is
                         obligated to do under the terms of this Lease, and
                         Tenant agrees to reimburse Landlord on demand for any
                         expense which Landlord may incur in thus affecting
                         compliance with Tenant's obligations under this Lease
                         together with interest at the lesser of a per annum
                         rate equal to: (a) the Maximum Rate, or (b) the Prime
                         Rate plus five percent (5%).

                    4.   In order to regain possession of the Premises and to
                         deny Tenant access thereto in any instance in which
                         Landlord has terminated this Lease or Tenant's right to
                         possession, or to limit access to the Premises in
                         accordance with local law in the event of a default by
                         Tenant, Landlord or its agent may, at the expense and
                         liability of the Tenant, alter or change any or all
                         locks or other security devices controlling access to
                         the Premises without posting or giving notice of any
                         kind to Tenant. Landlord shall have no obligation to
                         provide Tenant a key or grant Tenant access to the
                         Premises so long as Tenant is in default under this
                         Lease. Tenant shall not be entitled to recover
                         possession of the Premises, terminate this Lease, or
                         recover any actual, incidental, consequential,
                         punitive, statutory or other damages or award of
                         attorneys' fees, by reason of Landlord's alteration or
                         change of any lock or other security device. Landlord
                         may, without notice, remove and either dispose of or
                         store, at Tenant's expense, any property belonging to
                         Tenant that remains in the Premises after Landlord has
                         regained possession thereof.

                    5.   Terminate this Lease, in which event, Tenant shall
                         immediately surrender the Premises to Landlord and pay
                         to Landlord the sum of: (a) all Rent accrued hereunder
                         through the date of termination, and, upon Landlord's
                         determination thereof, (b) an amount equal to: the
                         total Rent that Tenant would have been required to pay
                         for the remainder of the Lease Term discounted to
                         present value at the Prime Rate then in effect, minus
                         the then present fair rental value of the Premises for
                         the remainder of the Lease Term, similarly discounted,
                         after deducting all anticipated Costs of Reletting (as
                         defined below).

               B.   For purposes of this Lease, the term "Costs of Reletting"
                    shall mean all costs and expenses incurred by Landlord in
                    connection with the reletting of the Premises, including
                    without limitation, the cost of cleaning, renovation,
                    repairs, decoration and alteration of the Premises for a new
                    tenant or tenants, advertisement, marketing, brokerage and
                    legal fees (if and to the extent permitted by law), the cost
                    of protecting or caring for the Premises while vacant, the
                    cost of removing and storing any property located on the
                    Premises, any increase in insurance premiums caused by the
                    vacancy of the Premises and any other out-of-pocket expenses
                    incurred by Landlord including tenant incentives, allowances
                    and inducements.



                                       17
<PAGE>

               C.   Except as otherwise herein provided, no repossession or
                    re-entering of the Premises or any part thereof pursuant to
                    Article XXIII hereof or otherwise shall relieve Tenant or
                    any Guarantor of its liabilities and obligations hereunder,
                    all of which shall survive such repossession or re-entering.
                    Notwithstanding any such repossession or re-entering by
                    reason of the occurrence of an event of default, Tenant will
                    pay to Landlord the Rent required to be paid by Tenant
                    pursuant to this Lease.

               D.   No right or remedy herein conferred upon or reserved to
                    Landlord is intended to be exclusive of any other right or
                    remedy, and each and every right and remedy shall be
                    cumulative and in addition to any other right or remedy
                    given hereunder or now or hereafter existing by agreement,
                    applicable law or in equity. In addition to other remedies
                    provided in this Lease, Landlord shall be entitled, to the
                    extent permitted by applicable law, to injunctive relief, or
                    to a decree compelling performance of any of the covenants,
                    agreements, conditions or provisions of this Lease, or to
                    any other remedy allowed to Landlord at law or in equity.
                    Forbearance by Landlord to enforce one or more of the
                    remedies herein provided upon an event of default shall not
                    be deemed or construed to constitute a waiver of such
                    default.

               E.   This Article XXIII shall be enforceable to the maximum
                    extent such enforcement is not prohibited by applicable law,
                    and the unenforceability of any portion thereof shall not
                    thereby render unenforceable any other portion.

               F.   In the event Tenant is delinquent in paying part of any Base
                    Rental or other sums due Landlord hereunder, Landlord shall
                    be entitled to exercise the rights and remedies granted by
                    the Texas Property Code, including, without limitation,
                    Section 93.002(f) thereof. No action by Landlord hereunder
                    shall be deemed an acceptance of Tenant's surrender of the
                    Premises or make Landlord liable for any damages to Tenant
                    or its employees.

XXIV.         LIMITATION OF LIABILITY.

              NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS LEASE,
THE LIABILITY OF LANDLORD (AND OF ANY SUCCESSOR LANDLORD HEREUNDER) TO TENANT
SHALL BE LIMITED TO THE INTEREST OF LANDLORD IN THE BUILDING, AND TENANT AGREES
TO LOOK SOLELY TO LANDLORD'S INTEREST IN' THE BUILDING FOR THE RECOVERY OF ANY
JUDGMENT OR AWARD AGAINST THE LANDLORD, IT BEING INTENDED THAT NEITHER LANDLORD
NOR ANY MEMBER, PRINCIPAL, PARTNER, SHAREHOLDER, OFFICER, DIRECTOR OR
BENEFICIARY OF LANDLORD SHALL BE PERSONALLY LIABLE FOR ANY JUDGMENT OR
DEFICIENCY. TENANT HEREBY COVENANTS THAT, PRIOR TO THE FILING OF ANY SUIT FOR AN
ALLEGED DEFAULT BY LANDLORD HEREUNDER, IT SHALL GIVE LANDLORD AND ALL MORTGAGEES
WHOM TENANT HAS BEEN NOTIFIED HOLD MORTGAGES OR DEED OF TRUST LIENS ON THE
PROPERTY, BUILDING OR PREMISES NOTICE AND REASONABLE TIME TO CURE SUCH ALLEGED
DEFAULT BY LANDLORD. IN ADDITION, TENANT ACKNOWLEDGES THAT EQUITY OFFICE
HOLDINGS, L.L.C., AND EQUITY OFFICE PROPERTIES, L.L.C., ARE ACTING SOLELY IN
THEIR CAPACITY AS AGENTS FOR LANDLORD AND SHALL NOT BE LIABLE FOR ANY
OBLIGATIONS, LIABILITIES, LOSSES OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH
THIS LEASE, ALL OF WHICH ARE EXPRESSLY WAIVED BY TENANT.

XXV.          NO WAIVER.

              Failure of Landlord to declare any default immediately upon its
occurrence, or delay in taking any action in connection with an event of default
shall not constitute a waiver of such default, nor shall it constitute an
estoppel against Landlord, but Landlord shall have the right to declare the
default at any time and take such action as is lawful or authorized under this
Lease. Failure by Landlord to enforce its rights with respect to any one default
shall not constitute a waiver of its rights with respect to any subsequent
default. Receipt by Landlord of Tenant's keys to the Premises shall not
constitute an acceptance or surrender of the Premises.

XXVI.         EVENT OF BANKRUPTCY.

              In addition to, and in no way limiting the other remedies set
forth herein, Landlord and Tenant agree that if Tenant ever becomes the subject
of a voluntary or involuntary bankruptcy, reorganization, composition, or other
similar type proceeding under the federal bankruptcy laws, as now enacted or
hereinafter amended, then:



                                       18
<PAGE>

              A.    "Adequate protection" of Landlord's interest in the Premises
                    pursuant to the provisions of Section 361 and 363 (or their
                    successor sections) of the Bankruptcy Code, 11 U.S.C.
                    Section 101 et seq., (such Bankruptcy Code as amended from
                    time to time being herein referred to as the "Bankruptcy
                    Code"), prior to assumption and/or assignment of the Lease
                    by Tenant shall include, but not be limited to all (or any
                    part) of the following:

                    1.   the continued payment by Tenant of the Base Rental and
                         all other Rent due and owing hereunder and the
                         performance of all other covenants and obligations
                         hereunder by Tenant;

                    2.   the furnishing of an additional/new security deposit by
                         Tenant in the amount of three (3) times the then
                         current monthly Base Rental.

              B.    "Adequate assurance of future performance" by Tenant and/or
                    any assignee of Tenant pursuant to Bankruptcy Code Section
                    365 will include (but not be limited to) payment of an
                    additional/new Security Deposit in the amount of three (3)
                    times the then current Base Rental payable hereunder.

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

              D.    Notwithstanding anything in this Lease to the contrary, all
                    amounts payable by Tenant to or on behalf of the Landlord
                    under this Lease, whether or not expressly denominated as
                    "Rent," shall constitute "rent" for the purposes of Section
                    502(b) (6) of the Bankruptcy Code.

              E.    If this Lease is assigned to any person or entity pursuant
                    to the provisions of the Bankruptcy Code, any and all monies
                    or other considerations payable or otherwise to be delivered
                    to Landlord (including Base Rentals and other Rent
                    hereunder), shall be and remain the exclusive property of
                    Landlord and shall not constitute property of Tenant or of
                    the bankruptcy estate of Tenant. Any and all monies or other
                    considerations constituting Landlord's property under the
                    preceding sentence not paid or delivered to Landlord shall
                    be held in trust by Tenant or Tenant's bankruptcy estate for
                    the benefit of Landlord and shall be promptly paid to or
                    turned over to Landlord.

              F.    If Tenant assumes this Lease and proposes to assign the same
                    pursuant to the provisions of the Bankruptcy Code to any
                    person or entity who shall have made a bona fide offer to
                    accept an assignment of this Lease on terms acceptable to
                    the Tenant, then notice of such proposed offer/assignment,
                    setting forth: (1) the name and address of such person or
                    entity, (2) all of the, terms and conditions of such offer,
                    and (3) the adequate assurance to be provided Landlord to
                    assure such person's or entity's future performance under
                    the Lease, shall be given to Landlord by Tenant no later
                    than twenty (20) days after receipt by Tenant, but in any
                    event no later than ten (10) days prior to the date that
                    Tenant shall make application to a court of competent
                    jurisdiction for authority and approval to enter into such
                    assumption and assignment, and Landlord shall thereupon have
                    the prior right and option, to be exercised by notice to
                    Tenant given at any time prior to the effective date of such
                    proposed assignment, to accept an assignment of this Lease
                    upon the same terms and conditions and for the same
                    consideration, if any, as the bona fide offer made by such
                    persons or entity, less any brokerage commission which may
                    be payable' out of the consideration to be paid by such
                    person for the assignment of this Lease.

              G.    To the extent permitted by law, Landlord and Tenant agree
                    that this Lease is a contract under which applicable law
                    excuses Landlord from accepting performance from (or
                    rendering performance to), any person or entity other than
                    Tenant within the meaning of Sections 365(c) and 365(e) (2)
                    of the Bankruptcy Code.



                                       19
<PAGE>

XXVII.        WAIVER OF JURY TRIAL.

              Landlord and Tenant hereby waive any right to a trial by jury in
any action or proceeding based upon, or related to, the subject matter of this
Lease. This waiver is knowingly, intentionally, and voluntarily made by Tenant,
and Tenant acknowledges that neither Landlord nor any person acting on behalf of
Landlord has made any representations of fact to induce this waiver of trial by
jury or in any way to modify or nullify its effect. Tenant further acknowledges
that it has been represented (or has had the opportunity to be represented) in
the signing of this Lease and in the making of this waiver by independent legal
counsel, selected of its own free will, and that it has had the opportunity to
discuss this waiver with counsel.

XXVIII.       RELOCATION.

              Landlord, at its expense at any time before or during the Lease
Term, shall be entitled to cause Tenant to relocate from the Premises to space
containing approximately the same Rentable Area as the Premises (the "Relocation
Space") within the Building or adjacent buildings within the same project at any
time upon sixty (60) days prior written notice to Tenant. Such a relocation
shall not affect this Lease except that from and after the date of such
relocation, "Premises" shall refer to the Relocation Space into which Tenant has
been moved, rather than the original Premises as herein defined, and the Base
Rental shall be adjusted so that immediately following such relocation the Base
Rental for the Relocation Space per annum on a per square foot of Rentable Area
basis shall be the same as the Base Rental per annum immediately prior to such
relocation for the original Premises on a per square foot of Rentable Area
basis. Tenant's Pro Rata Share shall also be adjusted in accordance with the
formula set forth in this Lease.

XXIX.         HOLDING OVER.

              In the event of holding over by Tenant after expiration or other
termination of this Lease or in the event Tenant continues to occupy the
Premises after the termination of Tenant's right of possession pursuant to
Articles XXII and XXIII hereof, occupancy of the Premises subsequent to such
termination or expiration shall be that of a tenancy at sufferance and in no
event for month-to-month or year-to-year, but Tenant shall, throughout the
entire holdover period, be subject to all the terms and provisions of this Lease
and shall pay for its use and occupancy an amount (on a per month basis without
reduction for any partial months during any such holdover) equal to twice the
sum of the Base Rental and Additional Base Rental due for the period immediately
preceding such holding over, provided that in no event shall Base Rental and
Additional Base Rental during the holdover period be less than the fair market
rental for the Premises. No holding over by Tenant or payments of money by
Tenant to Landlord after the expiration of the term of this Lease shall be
construed to extend the Lease Term or prevent Landlord from recovery of
immediate possession of the Premises by summary proceedings or otherwise. In
addition to the obligation to `pay the amounts set forth above during any such
holdover period, Tenant also shall be liable to Landlord for all damage,
including any consequential damage, which Landlord may suffer by reason of any
holding over by Tenant, and Tenant shall indemnify Landlord against any and all
claims made by any other tenant or prospective tenant against Landlord for delay
by Landlord in delivering possession of the Premises to such other tenant or
prospective tenant.

XXX.          SUBORDINATION TO MORTGAGES; ESTOPPEL CERTIFICATE.

              Tenant accepts this Lease subject and subordinate to any mortgage,
deed of trust, ground lease or other lien presently existing or hereafter
arising upon the Premises, or upon the Building and/or the Property and to any
renewals, modifications, refinancings and extensions thereof (any such mortgage,
deed of trust, lease or other lien being hereinafter referred to as a
"Mortgage," and the person or entity having the benefit of same being referred
to hereinafter as a "Mortgagee"), but Tenant agrees that any such Mortgagee
shall have the right at any time to subordinate such Mortgage to this Lease on
such terms and subject to such conditions as such Mortgagee may deem appropriate
in its discretion. This clause shall be self-operative and no further instrument
of subordination shall be required. However, Landlord is hereby irrevocably
vested with full power and authority to subordinate this Lease to any Mortgage,
and Tenant agrees upon demand to execute such further instruments subordinating
this Lease, acknowledging the subordination of this Lease or attorning to the
holder of any such Mortgage as Landlord may request. The terms of this Lease are
subject to approval by the Landlord's existing lender(s) and any lender(s) who,
at the time of the execution of this Lease, have committed or are considering
committing to Landlord to make a loan secured by all or any portion of the
Property, and such approval is a condition precedent to Landlord's obligations
hereunder. In the event that Tenant should fail to execute any subordination or
other agreement required by this Article promptly as requested, Tenant hereby
irrevocably constitutes Landlord


                                       20
<PAGE>

as its attorney-in-fact to execute such instrument in Tenant's name, place and
stead, it being agreed that such power is one coupled with an interest in
Landlord and is accordingly irrevocable. If any person shall succeed to all. or
part of Landlord's interests in the Premises whether by purchase, foreclosure,
deed in lieu of foreclosure, power of sale, termination of lease or otherwise,
and if and as so requested or required by such successor-in-interest, Tenant
shall, without charge, attorn to such successor-in-interest. Tenant agrees that
it will from time to time upon request by Landlord and, within five (5) days of
the date of such request, execute and deliver to such persons as Landlord shall
request an estoppel certificate or other similar statement in recordable form
certifying that this Lease is unmodified and in full force and effect (or if
there have been modifications, that the same is in full force and effect as so
modified), stating the dates to which Rent and other charges payable under this
Lease have been paid, stating that Landlord is not in default hereunder (or if
Tenant alleges a default stating the nature of such alleged default) and further
stating such other matters as Landlord shall reasonably require.

XXXI.         ATTORNEYS' FEES.

              In the event that Landlord should retain counsel and/or institute
any suit against Tenant for violation of or to enforce any of the covenants or
conditions of this Lease, or should Tenant institute any suit against Landlord
for violation of any of the covenants or conditions of this Lease, or should
either party intervene in any suit in which the other is a party to enforce or
protect its interest or rights hereunder, the prevailing party in any such suit
shall be entitled to all of its costs, expenses and reasonable fees of its
attorney(s) (if and to the extent permitted by law) in connection therewith.

XXXII.        NOTICE.

              Whenever any demand, request, approval, consent or notice
("Notice") shall or may be given to either of the parties by the other, each
such Notice shall be in writing and shall be sent by registered or certified
mail with return receipt requested, or sent by overnight courier service (such
as Federal Express) at the respective addresses of the parties for notices as
set forth in Section I.A.10. of this Lease, provided that if Tenant has vacated
the Premises or is in default of this Lease Landlord may serve Notice by any
manner permitted by law. Any Notice under this Lease delivered by registered or
certified mail shall be deemed to have been given, delivered, received and
effective on the earlier of (a) the third day following the day on which the
same shall have been mailed with sufficient postage prepaid or (b) the delivery
date indicated on the return receipt. Notice sent by overnight courier service
shall be deemed given, delivered, received and effective upon the day after such
notice is delivered to or picked up by the overnight courier service. Either
party may, at any time, change its Notice Address by giving the other party
Notice stating the change and setting forth the new address.

XXXIII.       LANDLORD'S LIEN.

              In addition to any statutory lien for rent in Landlord's favor,
Landlord (the secured party for purposes hereof) shall have and Tenant (the
debtor for purposes hereof) hereby grants to Landlord, an express contract lien
and a continuing security interest to secure the payment of all Rent due
hereunder from Tenant, upon all goods, wares, equipment, fixtures, furniture,
inventory, accounts, contract rights, chattel paper and other personal property
of Tenant (and any transferees or other occupants of the Premises) presently or
hereafter situated on the Premises and upon all proceeds of any insurance which
may accrue, to Tenant by reason of damage or destruction of any such property.
In the event of a default under this Lease, Landlord shall have, in addition to
any other remedies provided herein or by law, all rights and remedies under the
Uniform Commercial Code of the state in which the Premises is located, including
without limitation the right to sell the property described in this paragraph at
public or private sale upon ten (10) days notice to Tenant, which notice Tenant
hereby agrees is adequate and reasonable. Tenant hereby agrees to execute such
other instruments necessary or desirable in Landlord's discretion to perfect the
security interest hereby created. Any statutory lien for rent is not hereby
waived, the express contractual lien herein granted being in addition and
supplementary thereto. Landlord and Tenant agree that this Lease and the
security interest granted herein serve as a financing statement, and a copy or
photographic or other reproduction of this Paragraph of this Lease may be filed
of record by Landlord and have the same force and effect as the original. Tenant
warrants and represents that the collateral subject to the security interest
granted herein is not purchased or used by Tenant for personal, family or
household purposes. Tenant further warrants and represents to Landlord that the
lien granted herein constitutes a first and superior lien and that Tenant will
not allow the placing of any other lien upon any of the property described in
this Article without the prior written consent of Landlord.



                                       21
<PAGE>

XXXIV.        EXCEPTED RIGHTS.

              This Lease does not grant any rights to light or air over or about
the Building. Landlord specifically excepts and reserves to itself the use of
any roofs, the exterior portions of the Premises, all rights to the land and
improvements below the improved floor level of the Premises, the improvements
and air rights above the Premises and the improvements and air rights located
outside the demising walls of the Premises, and such areas within the Premises
as are required for installation of utility lines and other installations
required to serve any occupants of the Building and the right to maintain and
repair the same, and no rights with respect thereto are conferred upon Tenant
unless otherwise specifically provided herein. Landlord further reserves to
itself the right from time to time: (a) to change the Building's name or street
address; (b) to install, fix and maintain signs on the exterior and interior of
the Building; (c) to designate and approve window coverings; (d) to make any
decorations, alterations, additions, improvements to the Building, or any part
thereof (including the Premises) which Landlord shall desire, or deem necessary
for the safety, protection, preservation or improvement of the Building, or as
Landlord may be required to do by law; (e) to have access to the Premises to
perform its duties and obligations and to exercise its rights under this Lease;
(f) to retain at all times and to use pass-keys to all locks within and into the
Premises; (g) to approve the weight, size, or location of heavy equipment, or
articles in and about the Premises; (h) to close or restrict access to the
Building at all times other than Normal Business Hours subject to Tenant's right
to admittance at all times under such regulations as Landlord may prescribe from
time to time, or to close (temporarily or permanently) any of the entrances to
the Building; (i) to change the arrangement and/or location of entrances of
passageways, doors and doorways, corridors, elevators, stairs, toilets and
public parts of the Building; (j) if Tenant has vacated the Premises during the
last six (6) months of the Lease Term, to perform additions, alterations and
improvements to the Premises in connection with a reletting or anticipated
reletting thereof without being responsible or liable for the value or
preservation of any then existing improvements to the Premises; and (k) to grant
to anyone the exclusive right to conduct `any business or undertaking in the
Building. Landlord, in accordance with Article XII hereof, shall have the right
to enter the Premises in connection with the exercise of any of the rights set
forth herein and such entry into the Premises and the performance of any work
therein shall not constitute a constructive eviction or entitle Tenant to any
abatement or reduction of Rent by reason thereof.

XXXV.         SURRENDER OF PREMISES.

              At the expiration or earlier termination of this Lease or Tenant's
right of possession hereunder, Tenant shall remove all Tenant's Property from
the Premises, remove all Required Removables designated by Landlord and quit and
surrender the Premises to Landlord, broom clean, and in good order, condition
and repair, ordinary wear and tear excepted. If Tenant fails to remove any of
Tenant's Property within one (1) day after the termination of this Lease or
Tenant's right to possession hereunder, Landlord, at Tenant's sole cost and
expense, shall be entitled to remove and/or store such Tenant's Property and
Landlord shall in no event be responsible for the value, preservation or
safekeeping thereof. Tenant shall pay Landlord, upon demand, any and all
expenses caused by such removal and all storage charges against such property so
long as the same shall be in the possession of Landlord or under the control of
Landlord. In addition, if Tenant fails to remove any Tenant's Property from the
Premises or storage, as the case may be, within ten (10) days after written
notice from Landlord, Landlord, at its option, may deem all or any part of such
Tenant's Property to have been abandoned by Tenant and title thereof shall
immediately pass to Landlord.

XXXVI.        MISCELLANEOUS.

              A.    If any term or provision of this Lease, or the application
                    thereof to any person or circumstance shall, to any extent,
                    be invalid or unenforceable, the remainder of this Lease, or
                    the application of such term or provision to persons or
                    circumstances other than those as to which it is held
                    invalid or unenforceable, shall not be affected thereby, and
                    each term and provision of this Lease shall be valid and
                    enforced to the fullest extent permitted by law. This Lease
                    represents the result of negotiations between Landlord and
                    Tenant, each of which has been (or has had opportunity to
                    be) represented by counsel of its own selection, and neither
                    of which has acted under duress or compulsion, whether
                    legal, economic or otherwise. Consequently, Landlord and
                    Tenant agree that the language in all parts of the Lease
                    shall in all cases be construed as a whole according to its
                    fair meaning and neither strictly for nor against Landlord
                    or Tenant.



                                       22
<PAGE>

              B.    Tenant agrees not to record this Lease or any memorandum
                    hereof without Landlord's prior written consent.

              C.    This Lease and the rights and obligations of the parties
                    hereto shall be interpreted, construed, and enforced in
                    accordance with the laws of the state in which the Building
                    is located.

              D.    Events of "Force Majeure" shall include strikes, riots, acts
                    of God, shortages of labor or materials, war, governmental
                    law, regulations or restrictions and any other cause
                    whatsoever that is beyond the control of Landlord. Whenever
                    a period of time is herein prescribed for the taking of any
                    action by Landlord, Landlord shall not be liable or
                    responsible for, and there shall be excluded from the
                    computation of such period of time, any delays due to events
                    of Force Majeure.

              E.    Landlord shall have the right to transfer and assign, in
                    whole or in part, all of its rights and obligations
                    hereunder and in the Building and Property referred to
                    herein, and in such event and upon such transfer Landlord
                    shall be released from any further obligations hereunder,
                    and Tenant agrees to look solely to such successor in
                    interest of Landlord for the performance of such
                    obligations.

              F.    Tenant hereby represents to Landlord that it has dealt
                    directly with and only with the Broker as a broker in
                    connection with this Lease. Tenant agrees to indemnify and
                    hold Landlord and the Landlord Related Parties harmless from
                    all claims of any brokers claiming to have represented
                    Tenant in connection with this Lease. Landlord agrees to
                    indemnify and hold Tenant and the Tenant Related Parties
                    harmless from all claims of any brokers claiming to have
                    represented Landlord in connection with this Lease.

              G.    If there is more than one Tenant, or if the Tenant is
                    comprised of more than one person or entity, the obligations
                    hereunder imposed upon Tenant shall be joint and several
                    obligations of all such parties. All notices, payments, and
                    agreements given or made by, with or to any one of such
                    persons or entities shall be deemed to have been given or
                    made by, with or to all of them.

              H.    In the event Tenant is a corporation (including any form of
                    professional association), partnership (general or limited),
                    or other form of organization other than an individual (each
                    such entity is individually referred to herein as an
                    "Organizational Entity"), then Tenant hereby covenants,
                    warrants and represents: (1), that such individual is duly
                    authorized to execute or attest and deliver this Lease on
                    behalf of Tenant in accordance with the organizational
                    documents of Tenant; (2) that this Lease is binding upon
                    Tenant; (3) that Tenant is duly organized and legally
                    existing in the state of its organization, and is qualified
                    to do business in the state in which the Premises is
                    located; and (4) that the execution and delivery of this
                    Lease by Tenant will not result in any breach of, or
                    constitute a default under any mortgage, deed of trust,
                    lease, loan, credit agreement, partnership agreement or
                    other contract or instrument to which Tenant is a party or
                    by which Tenant may be bound. If Tenant is an Organizational
                    Entity, upon request, Tenant will, prior to the Commencement
                    Date, deliver to Landlord true and correct copies of all
                    organizational documents of Tenant, including, without
                    limitation, copies of an appropriate resolution or consent
                    of Tenant's board of directors or other appropriate
                    governing body of Tenant authorizing or ratifying the
                    execution and delivery of this Lease, which resolution or
                    consent will be duly certified to Landlord's satisfaction by
                    an appropriate individual with authority to certify such
                    documents, such as the secretary or assistant secretary or
                    the managing general partner of Tenant.

              I.    Tenant acknowledges that the financial capability of Tenant
                    to perform its obligations hereunder is material to Landlord
                    and that Landlord would not enter into this Lease but for
                    its belief, based on its review of Tenant's financial
                    statements, that Tenant is capable of performing such
                    financial obligations. Tenant hereby represents, warrants
                    and certifies to Landlord that its financial statements
                    previously furnished to Landlord were at the time given true
                    and correct in all material respects and that there have
                    been no material subsequent changes thereto as of the date
                    of this Lease. At any time during the Lease Term, Tenant
                    shall provide Landlord, upon ten (10) days prior written
                    notice from Landlord, with a current financial statement and
                    financial


                                       23
<PAGE>

                    statements of the two (2) years prior to the current
                    financial statement year and such other information as
                    Landlord or its Mortgagee may request in order to create a
                    "business profile" of Tenant and determine Tenant's ability
                    to fulfill its obligations under this Lease. Such statement
                    shall be prepared in accordance with generally accepted
                    accounting principles and, if such is the normal practice of
                    Tenant, shall be audited by an independent certified public
                    accountant.

              J.    Except as expressly otherwise herein provided, with respect
                    to all required acts of Tenant, time is of the essence of
                    this Lease. This Lease shall create the relationship of
                    Landlord and Tenant between the parties hereto.

              K.    This Lease and the covenants and conditions herein contained
                    shall inure to the benefit of and be binding upon Landlord
                    and Tenant and their respective permitted successors and
                    assigns.

              L.    Notwithstanding anything to the contrary contained in this
                    Lease, the expiration of the Lease Term, whether by lapse of
                    time or otherwise, shall not relieve Tenant from Tenant's
                    obligations accruing prior to the expiration of the Lease
                    Term, and such obligations shall survive any such expiration
                    or other termination of the Lease Term.

              M.    The headings and titles to the paragraphs of this Lease are
                    for convenience only and shall have no affect upon the
                    construction or interpretation of any part hereof.

              N.    LANDLORD HAS DELIVERED A COPY OF THIS LEASE TO TENANT FOR
                    TENANT'S REVIEW ONLY, AND THE DELIVERY HEREOF DOES NOT
                    CONSTITUTE AN OFFER TO TENANT OR OPTION. THIS LEASE SHALL
                    NOT BE EFFECTIVE UNTIL AN ORIGINAL OF THIS LEASE EXECUTED BY
                    BOTH LANDLORD AND TENANT AND AN ORIGINAL GUARANTY, IF ANY,
                    EXECUTED BY EACH GUARANTOR IS DELIVERED TO AND ACCEPTED BY
                    LANDLORD, AND THIS LEASE HAS BEEN APPROVED BY LANDLORD'S
                    MORTGAGEES, IF REQUIRED.

              O.    Quiet Enjoyment. Tenant shall, and may peacefully have,
                    hold, and enjoy the Premises, subject to the other terms of
                    this Lease (including, without limitation, Article XXX
                    hereof), provided that Tenant pays the Rent herein recited
                    to be paid by Tenant and performs all of Tenant's covenants
                    and agreements herein contained. This covenant and any and
                    all other covenants of Landlord shall be binding upon
                    Landlord and its successors only during its or their
                    respective periods of ownership of the Landlord's interest
                    hereunder.

              P.    TENANT HEREBY WAIVES ALL RIGHTS TO PROTEST THE APPRAISED
                    VALUE OF THE PROPERTY OR TO APPEAL THE SAME AND ALL RIGHTS
                    TO RECEIVE NOTICES OF REAPPRAISALS AS SET FORTH IN SECTIONS
                    41.413 AND 42.015 OF THE TEXAS TAX CODE.

XXXVII.       ENTIRE AGREEMENT.

              This Lease Agreement, including the following Exhibits:

              Exhibit A - Outline and Location of Premises

              Exhibit B - Rules and Regulations

              Exhibit C - Commencement Letter

              Exhibit D - Work Letter Agreement

              Exhibit E -Additional Provisions

              Exhibit F - Addendum

              Exhibit G -Parking

              constitutes the entire agreement between the parties hereto with
              respect to the subject matter of this Lease and supersedes all
              prior. agreements and understandings between the parties related
              to the Premises, including all lease proposals, letters of intent
              and similar documents. TENANT EXPRESSLY ACKNOWLEDGES AND AGREES
              THAT LANDLORD HAS NOT MADE AND IS


                                       24
<PAGE>

               NOT MAKING, AND TENANT, IN EXECUTING AND DELIVERING THIS LEASE,
               IS NOT RELYING UPON, ANY WARRANTIES, REPRESENTATIONS, PROMISES OR
               STATEMENTS, EXCEPT TO THE EXTENT THAT THE SAME ARE EXPRESSLY SET
               FORTH IN THIS LEASE. ALL UNDERSTANDINGS AND AGREEMENTS HERETOFORE
               MADE BETWEEN THE PARTIES ARE MERGED IN THIS LEASE WHICH ALONE
               FULLY AND COMPLETELY EXPRESSES THE AGREEMENT OF THE PARTIES,
               NEITHER PARTY RELYING UPON ANY STATEMENT OR REPRESENTATION NOT
               EMBODIED IN THIS LEASE. THIS LEASE MAY BE MODIFIED ONLY BY A
               WRITTEN AGREEMENT SIGNED BY LANDLORD AND TENANT. LANDLORD AND
               TENANT EXPRESSLY AGREE THAT THERE ARE AND SHALL BE NO IMPLIED
               WARRANTIES OF MERCHANTABILITY, HABITABILITY, SUITABILITY, FITNESS
               FOR A PARTICULAR PURPOSE OR OF ANY OTHER KIND ARISING OUT OF THIS
               LEASE, ALL OF WHICH ARE HEREBY WAIVED BY TENANT, AND THAT THERE
               ARE NO WARRANTIES WHICH EXTEND BEYOND THOSE EXPRESSLY SET FORTH
               IN THIS LEASE.

              IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease
in multiple original counterparts as of the day and year first above written.

<TABLE>
<S>                                                         <C>
WITNESS ATTEST                                               LANDLORD: SAN FELIPE PLAZA, LTD., A TEXAS LIMITED
                                                             PARTNERSHIP

-----------------------------------------------------        BY:    EQUITY OFFICE HOLDINGS. L.L.C.
Name (print):                                                       a Delaware limited liability company,
             ----------------------------------------               as agent


-----------------------------------------------------        By:    /s/ Kim Koehn
Name (print):                                                       -----------------------------------------------
             ----------------------------------------        Name:  Kim Koehn

                                                             Title:  Regional Vice President

                                                             Date:
                                                                    -----------------------------------------------


WITNESS ATTEST                                               TENANT: PHYSICIANS SURGICAL CARE, INC.,
                                                             A TEXAS CORPORATION

-----------------------------------------------------


Name (print):                                                By:    /s/ Robert L. Schwing
             ----------------------------------------               -----------------------------------------------

                                                             Name:  Robert L. Schwing
-----------------------------------------------------

Name (print):                                                Title: Principal
             ----------------------------------------
                                                             Date:
                                                                    ----------------------------------------------
</TABLE>






                                       25
<PAGE>




                                    EXHIBIT A

                        OUTLINE AND LOCATION OF PREMISES


                  This Exhibit is attached to and made a part of the Lease dated
____________________, 1997, by and between SAN FELIPE PLAZA, LTD., A TEXAS
LIMITED PARTNERSHIP, by its agent Equity Office Holdings, L.L.C., a Delaware
limited liability company ("Landlord"), and PHYSICIANS SURGICAL CARE, INC., A
TEXAS CORPORATION ("Tenant"), for space in the Building located at 5847 San
Felipe, Houston, Texas, commonly known as San Felipe Plaza.


                                    EXHIBIT A



                            (Suite #4295 - Level 42)




<PAGE>


                                    EXHIBIT B

                         BUILDING RULES AND REGULATIONS

The following rules and regulations shall apply, where applicable, to the
Premises, the Building, the parking garage associated therewith (if any), the
Property and the appurtenances thereto:

              1.    Sidewalks, doorways, vestibules, halls, stairways and other.
                    similar areas shall not be obstructed by Tenant or used by
                    Tenant for any purpose other than ingress and egress to and
                    from the Premises. No rubbish, litter, trash, or material of
                    any nature shall be placed, emptied, or thrown in those
                    areas. At no time shall Tenant permit Tenant's employees to
                    loiter in common areas or elsewhere in or about the Building
                    or Property.

              2.    Plumbing fixtures and appliances shall be used only for the
                    purposes for which designed, and no sweepings, rubbish, rags
                    or other unsuitable material shall be thrown or placed
                    therein. Damage resulting to any such fixtures or appliances
                    from misuse by Tenant or its agents, employees or invitees,
                    shall be paid for by Tenant, and Landlord shall not in any
                    case be responsible therefor.

              3.    No signs, advertisements or notices shall be painted or
                    affixed on or to any windows, doors or other parts of the
                    Building, except those of such color, size, style and in
                    such places as shall be first approved in writing by
                    Landlord. No nails, hooks or screws shall be driven or
                    inserted into any part of the `Premises or Building except
                    by the Building maintenance personnel, nor shall any part of
                    the Building be defaced by Tenant.

              4.    Landlord may provide and maintain in the first floor (main
                    lobby) of the Building an alphabetical directory board
                    listing all Tenants, and no other directory shall be
                    permitted unless previously consented to by Landlord in
                    writing.

              5.    Tenant shall not place any additional lock or locks on any
                    door in the Premises or Building without Landlord's prior
                    written consent. A reasonable number of keys to the locks on
                    the doors in the Premises shall be furnished by Landlord to
                    Tenant at the cost of Tenant, and Tenant shall not have any
                    duplicate keys made. All keys shall be returned to Landlord
                    at the expiration or earlier termination of this Lease.

              6.    All contractors, contractor's representatives, and
                    installation technicians performing work in the Building
                    shall be subject to Landlord's prior approval and shall be
                    required to comply with Landlord's standard rules,
                    regulations, policies and procedures, as the same may be
                    revised from time to time. Tenant shall be solely
                    responsible for complying with all applicable laws, codes
                    and ordinances pursuant to which said work shall be
                    performed.

              7.    Movement in or out of the Building of furniture or office
                    equipment, or dispatch or receipt by Tenant of any
                    merchandise or materials which require the use of elevators,
                    stairways, lobby areas, or loading dock areas, shall be
                    restricted to hours designated by Landlord. Tenant must seek
                    Landlord's prior approval by providing in writing a detailed
                    listing of any such activity. If approved by Landlord, such
                    activity shall be under the supervision of Landlord and
                    performed in the manner stated by Landlord. Landlord may
                    prohibit any article, equipment or any other item from being
                    brought into the Building. Tenant is to assume all risk for
                    damage to articles moved and injury to any persons resulting
                    from such activity. If any equipment, property, and/or
                    personnel of Landlord or of any other tenant is damaged or
                    injured as a result of or in connection with such activity,
                    Tenant shall be solely liable for any and all damage or loss
                    resulting therefrom.

              8.    Landlord shall have the power to prescribe the weight and
                    position of safes and other heavy equipment or items, which
                    in all cases shall not in the opinion of Landlord exceed
                    acceptable floor loading and weight distribution
                    requirements. All damage done to the Building by the
                    installation, maintenance, operation, existence or removal
                    of any property of Tenant shall be repaired at the expense
                    of Tenant.

              9.    Corridor doors, when not in use, shall be kept closed.


<PAGE>

              10.   Tenant shall not: (1) make or permit any improper,
                    objectionable or unpleasant noises or odors in the Building,
                    or otherwise interfere in any way with other tenants or
                    persons having business with them; (2) solicit business or
                    distribute, or cause to be distributed, in any portion of
                    the Building any handbills, promotional materials or other
                    advertising; or (3) conduct or permit any other activities
                    in the Building that might constitute a nuisance.

              11.   No animals, except seeing eye dogs, shall be brought into or
                    kept in, on or about the Premises.

              12.   No inflammable, explosive or dangerous fluid or substance
                    shall be used or kept by Tenant in the Premises or Building.
                    Tenant shall not, without Landlord's prior written consent,
                    use, store, install, spill, remove, release or dispose of
                    within or about the Premises or any other portion of the
                    Property, any asbestos-containing materials or any solid,
                    liquid or gaseous material now or hereafter considered toxic
                    or hazardous under the provisions of 42 U.S.C. Section 9601
                    et seq. or any other applicable environmental law which may
                    now or hereafter be in effect. If Landlord does give written
                    consent to Tenant pursuant to the foregoing sentence, Tenant
                    shall comply with all applicable laws, rules and regulations
                    pertaining to and governing such use by Tenant, and shall
                    remain liable for all costs of cleanup or removal in
                    connection therewith.

              13.   Tenant shall not use or occupy the Premises in any manner or
                    for any purpose which would injure the reputation or impair
                    the present or future value of the Premises or the Building;
                    without limiting the foregoing, Tenant shall not use or
                    permit the Premises or any portion thereof to be used for
                    lodging, sleeping or for any illegal purpose.

              14.   Tenant shall not take any action which would violate
                    Landlord's labor contracts affecting the Building or which
                    would cause any work stoppage, picketing, labor disruption
                    or dispute, or any interference with the business of
                    Landlord or any other tenant or occupant of the Building or
                    with the rights and privileges of any person lawfully in the
                    Building. Tenant shall take any actions necessary to resolve
                    any such work stoppage, picketing, labor disruption, dispute
                    or interference and shall have pickets removed and, at the
                    request of Landlord, immediately terminate at any time any
                    construction work being performed in the Premises giving
                    rise to such labor problems, until such time as Landlord
                    shall have given its written consent for such work to
                    resume. - Tenant shall have no claim for damages of any
                    nature against Landlord or any of the Landlord Related
                    Parties in connection therewith, nor shall the date of the
                    commencement of the Term be extended as a result thereof.

              15.   Tenant shall utilize the termite and pest extermination
                    service designated by Landlord to control termites and pests
                    in the Premises. Except as included in Basic Costs, Tenant
                    shall bear the cost and expense of such extermination
                    services.

              16.   Tenant shall not install, operate or maintain in the
                    Premises or in any other area of the Building, any
                    electrical equipment which does not bear the U/L
                    (Underwriters Laboratories) seal of approval, or which would
                    overload the electrical system or any part thereof beyond
                    its capacity for proper, efficient and safe operation as
                    determined by Landlord, taking into consideration the
                    overall electrical system and the present and future
                    requirements therefor in the Building. Tenant shall not
                    furnish any cooling or heating to the Premises, including,
                    without limitation, the use of any electronic or gas heating
                    devices, without Landlord's prior written consent. Tenant
                    shall not use more than its proportionate share of telephone
                    lines available to service the Building.

              17.   Tenant shall not operate or permit to be operated on the
                    Premises any coin or token operated vending machine or
                    similar device (including, without limitation, telephones,
                    lockers, toilets, scales, amusement devices and machines for
                    sale of beverages, foods, candy, cigarettes or other goods),
                    except for those vending machines or similar devices which
                    are for the sole and exclusive use of Tenant's employees,
                    and then only if such operation does not violate the lease
                    of any other tenant of the Building.


<PAGE>

              18.   Bicycles and other vehicles are not permitted inside or on
                    the walkways outside the Building, except in those areas
                    specifically designated by Landlord for such purposes.

              19.   Landlord may from time to time adopt appropriate systems and
                    procedures for the security or safety of the Building, ,its
                    occupants, entry and use, or its contents. Tenant, Tenant's
                    agents, employees, contractors, guests and invitees shall
                    comply with Landlord's reasonable requirements relative
                    thereto.

              20.   Landlord shall have the right to prohibit the use of the
                    name of the Building or any other publicity by Tenant that
                    in Landlord's opinion may tend to impair the reputation of
                    the Building or its desirability for Landlord or other
                    tenants. Upon written notice from Landlord, Tenant will
                    refrain from and/or discontinue such publicity immediately.

              21.   Tenant shall carry out Tenant's permitted repair,
                    maintenance, alterations, and improvements in the Premises
                    only during times agreed to in advance by Landlord and in a
                    manner which will not interfere with the rights of other
                    tenants in the Building.

              22.   Canvassing, soliciting, and peddling in or about the
                    Building is prohibited. Tenant shall cooperate and use its
                    best efforts to prevent the same.

              23.   At no time shall Tenant permit or shall Tenant's agents,
                    employees, contractors, guests, or invitees smoke in any
                    common area of the Building, unless such common area has
                    been declared a designated smoking area by Landlord:

              24.   Tenant shall observe Landlord's rules with respect to
                    maintaining standard window coverings at all windows in the
                    Premises so that the Building presents a uniform exterior
                    appearance. Tenant shall ensure that to the extent
                    reasonably practicable, window coverings are closed on all
                    windows in the Premises while they are exposed to the direct
                    rays of the sun.

              25.   All deliveries to or from the Premises shall be made only at
                    such times, in the areas. and through the entrances and
                    exits designated for such purposes by Landlord. Tenant shall
                    not permit the process of receiving deliveries to or from
                    the Premises outside of said areas or in a manner which may
                    interfere with the use by any other tenant of its premises
                    or of any common areas, any pedestrian use of such area, or
                    any use which is inconsistent with good business practice.

              26.   The work of cleaning personnel shall not be hindered by
                    Tenant after 5:30 P.M., and such cleaning work may be done
                    at any time when the offices are vacant. Windows, doors and
                    fixtures may be cleaned at any time. Tenant shall provide
                    adequate waste and rubbish receptacles necessary to prevent
                    unreasonable hardship to Landlord regarding cleaning
                    service.

              27.   Tenant shall not take any action to protest the appraised
                    value of the Building for ad valorem tax purposes without
                    Landlord's express consent.


<PAGE>


                                    EXHIBIT C

                               COMMENCEMENT LETTER

Date _________________


PHYSICIANS SURGICAL CARE, INC.
5847 San Felipe, Suite 4295
Houston, Texas 77057

Re:      Commencement  Letter with respect to that  certain  Lease dated
         _____________________ by and between SAN FELIPE PLAZA, LTD., A TEXAS
         LIMITED PARTNERSHIP, as Landlord, and PHYSICIANS SURGICAL CARE, INC.,
         A TEXAS CORPORATION, as Tenant, for 3,585 square feet of Rentable Area
         on level 42 of the Building located at 5847 San Felipe, Houston,
         Texas.

Dear ____________:

In accordance with the terms and conditions of the above referenced Lease,
Tenant hereby accepts possession of the Premises and agrees as follows:

         1.   The Commencement Date of the Lease is June 1, 1997;

         2.   The Termination Date of the Lease is December 31, 1997.

Please acknowledge your acceptance of possession and agreement to the terms set
forth above by signing all three (3) copies of this Commencement Letter in the
space provided and returning two (2) fully executed copies of the same to my
attention.

Sincerely,





Property Manager

Agreed and Accepted:'

              Tenant: PHYSICIANS SURGICAL CARE, INC., A TEXAS CORPORATION

              By: /s/ Robert L. Schwing
                 ---------------------------------------------

              Name: Robert L. Schwing

              Title: Principal

              Date:
                   -------------------------------------------



<PAGE>



                                    EXHIBIT D

                                   WORK LETTER

         This Exhibit is attached to and made a part of the Lease dated
____________, 1997, by and between SAN FELIPE PLAZA, LTD., A TEXAS LIMITED
PARTNERSHIP, by its agent Equity Office Holdings, L.L.C., a Delaware limited
liability company ("Landlord"), and PHYSICIANS SURGICAL CARE, INC., A TEXAS
CORPORATION ("Tenant"), for space in the Building located at 5847 San Felipe,
Houston, Texas, commonly known as San Felipe Plaza.

              A.    CONDITION OF THE PREMISES. By taking possession of the
                    Premises, Tenant agrees to accept the same "as is" without
                    any agreements, representations, understandings or
                    obligations on the part of Landlord to perform any
                    alterations, repairs or improvements.

              B.    COST OF IMPROVEMENTS TO PREMISES. Any construction,
                    alterations or improvements made to the Premises shall be
                    made at Tenant's sole cost and expense. Notwithstanding
                    anything contained herein to the contrary, Landlord, at
                    Landlord's sole cost and expenses, shall furnish and install
                    a new entryway door plaque for the Premises.

              C.    RESPONSIBILITY FOR IMPROVEMENTS TO PREMISES. Any
                    construction, alterations or improvements to the Premises
                    shall be performed by Tenant using contractors selected by
                    Tenant and approved by Landlord and shall be governed in all
                    respects by the provisions of the Lease. In any and all
                    events, the Commencement Date shall not be postponed or
                    delayed if the improvements to the Premises are incomplete
                    on the Commencement Date for any reason whatsoever. Any
                    delay in the completion of improvements to the Premises
                    Space shall not subject Landlord to any liability for any
                    loss or damage resulting therefrom.

IN WITNESS WHEREOF, Landlord and Tenant have executed this Exhibit as of the day
and year first above written.

<TABLE>
<S>                                                         <C>
WITNESS ATTEST                                               LANDLORD:  SAN  FELIPE  PLAZA,  LTD.,  A  TEXAS  LIMITED
                                                             PARTNERSHIP
-----------------------------------------------------
                                                             BY:    EQUITY OFFICE HOLDINGS. L.L.C.
Name (print):                                                       a Delaware limited liability company,
             ----------------------------------------               as agent

-----------------------------------------------------
                                                             By:  /s/ Kim Koehn
                                                                 ---------------------------------
Name (print):
            -----------------------------------------        Name:  Kim Koehn

                                                             Title:  Regional Vice President

                                                             Date:
                                                                  ---------------------------------


WITNESS ATTEST                                               TENANT: PHYSICIANS SURGICAL
                                                             CARE, INC., A TEXAS CORPORATION
-----------------------------------------------------

Name (print):                                                By: /s/ Robert L. Schwing
             ----------------------------------------           -----------------------------------

                                                             Name:  Robert L. Schwing
-----------------------------------------------------

Name (print):                                                Title: Principal
            -----------------------------------------
                                                             Date:
                                                                  ---------------------------------
</TABLE>



<PAGE>


                                    EXHIBIT E

                              ADDITIONAL PROVISIONS

         This Exhibit is attached to and made a part of the Lease dated
____________, 1997, by and between SAN FELIPE PLAZA, LTD., A TEXAS LIMITED
PARTNERSHIP, by its agent Equity Office Holdings, L.L.C., a Delaware limited
liability company ("Landlord"), and PHYSICIANS SURGICAL CARE, INC., A TEXAS
CORPORATION ("Tenant"), for space in the Building located at 5847 San Felipe,
Houston, Texas, commonly known as San Felipe Plaza.

                              INTENTIONALLY OMITTED


<PAGE>


                                    EXHIBIT F

                                    ADDENDUM

         This Addendum is entered into as of the _______ day of ______________,
1997 by and between SAN FELIPE PLAZA, LTD., A TEXAS LIMITED PARTNERSHIP
("Landlord") by its agent Equity Office Holdings, L.L.C., a Delaware limited
liability company, and PHYSICIANS SURGICAL CARE, INC., a Texas corporation
("Tenant").

                                   WITNESSETH:

         WHEREAS, simultaneously with the execution of this Addendum, Landlord
and Tenant have entered into that certain lease of even date herewith (the
"Lease") for approximately 3,585 square feet of Rentable Area on level 42 of the
building located at 5847 San Felipe, Houston, Texas 77057 (the "Building"), all
as more particularly described in the Lease; and

         WHEREAS, Landlord and Tenant desire to modify certain terms and
conditions of the Lease as set forth herein;

         NOW, THEREFORE, in consideration of the mutual covenants set forth
herein and other good and valuable consideration, the sufficiency and receipt of
which is acknowledge, Landlord and Tenant agree as follows:

         1.    HAZARDOUS MATERIALS. Tenant shall not (either with or without
               negligence) cause or permit the escape, disposal or release of
               any biologically or chemically active or other hazardous
               substances, or materials. Tenant shall not allow the storage or
               use of such substances or materials in any manner not sanctioned
               by law or by the highest standards prevailing in the industry for
               the storage and use of such substances of materials, nor allow to
               be brought into the Project any such materials or substances
               except to use for general office purposes in the ordinary course
               of tenant's business, and then only after written notice is given
               to Landlord of the identity of such substances or materials.
               Without limitation, hazardous substances and materials shall
               include those described in the Comprehensive Environmental
               Response, Compensation and Liability Act of 1980, as amended, 42
               U.S.C. Section 9601 et seq., any applicable state or local laws
               and the regulations adopted under these acts. If any governmental
               agency or lender (in its reasonable judgment) shall ever require
               testing to ascertain whether or not there has been any release of
               hazardous materials and such testing indicates that Tenant has
               violated any of the terms and conditions of this section, then,
               in addition to any other rights and remedies available hereunder
               or at law or in equity, the reasonable costs of such testing
               shall be reimbursed by Tenant to Landlord upon demand as
               additional charges. In addition, Tenant shall execute affidavits,
               `representations and the like from time to time at Landlord's
               request concerning tenant's best knowledge and belief regarding
               the presence of hazardous substances or materials on the
               premises. In all events, Tenant shall indemnify Landlord in the
               manner elsewhere provided in this Lease from any release of
               hazardous materials on the premises occurring while Tenant is in
               possession, or elsewhere if caused by Tenant or persons acting
               under Tenant. The within covenants shall survive the expiration
               or earlier termination of the Lease Term.

         2.    SECURITY DEPOSIT. Notwithstanding anything in the Lease to the
               contrary, no purchaser of Landlord's interest in the Building or
               holder of any mortgage, deed of trust, ground lease or other
               lien on the Building shall be liable for the return of any
               Security Deposit unless and until such Security Deposit is
               actually transferred by Landlord to such party.

         3,    NET INCOME/PROFITS. Notwithstanding anything contained to the
               contrary in the provisions of the Lease relating to an assignment
               or subletting by Tenant, neither Tenant nor any other person
               having an interest in the possession, use, occupancy or
               utilization of the Premises shall enter into any lease, sublease,
               license, concession or other agreement for use, occupancy or
               utilization of space in the Premises which provides for rental or
               other payment for such use, occupancy or utilization based, in
               whole or in part, on the net income or profits derived by any
               person from the portion of the Premises leased, used, occupied,
               or utilized (other than an amount based on a fixed percentage or
               percentages of receipts or sales), and any such purported lease,
               sublease, license, concession or other agreement shall be
               absolutely void and ineffective as a conveyance of any right or
               interest in the possession, use occupancy or utilization of any
               part of the Premises.


<PAGE>

         4.    CASUALTY/CONDEMNATION. Notwithstanding anything contained to the
               contrary in the Lease, the Premises or portion thereof shall not
               be considered to be untenantable or unusable by Tenant unless and
               until Tenant actually ceases to use the Premises. or applicable
               portion thereof. In addition, the rights of Tenant, if any, to
               any condemnation proceeds and or insurance proceeds shall be
               subject and subordinate the rights of any party holding a first
               mortgage or first deed of trust on the Building. The foregoing,
               however, shall not be construed as to limit Tenant's right to
               receive the proceeds of any insurance policies maintained by
               Tenant at its sole cost and expense.

         5.    LIMITATION OF LIABILITY. In addition to any limitation of
               Landlord's liability contained in the Lease, Tenant hereby agrees
               that any claim for damages against Landlord shall be subject and
               subordinate to the interest of any mortgagee in the Building and
               Property.

         6.    ESTOPPEL CERTIFICATES. In addition to the obligations of Tenant
               under the Lease, Tenant agrees that it will from time to time
               upon request of Landlord, within five (5) days after the date of
               such request, execute and deliver to such persons as Landlord
               shall request an estoppel certificate or other similar statement
               in recordable form certifying that: i) the Tenant is presently
               solvent and free from reorganization and/or bankruptcy and is in
               occupancy, open, and conducting business in the Premises, (ii)
               the operation and use of the Premises do not involve the
               generation, treatment, storage, etc...of hazardous substance
               etc...(iii) the rent is ________________________ dollars per
               year, (iv) the Lease represents the entire agreement between the
               parties (v) the expiration date is ____________________, (vi) all
               conditions to be performed by the Landlord have been satisfied,
               (vii) all required contributions by Landlord to Tenant on account
               of Tenant improvements have been received, (viii) no rental has
               been paid more than one month in advance and no security has been
               deposited with Landlord except for
               ______________________________________ dollars and, (ix) the
               rentable square footage of the Premises is ____________ square
               feet.

         7.    SUBORDINATION TO MORTGAGES. Notwithstanding anything in the Lease
               to the contrary, the prior written consent of the, holder of any
               first mortgage or first deed of trust on the Building shall be
               required as a condition precedent to the subordination of the
               Lease to any junior/secondary mortgage or deed of trust. In no
               event shall the holder of any first mortgage or first deed of
               trust be liable for any of Landlord's obligations under the Lease
               arising prior to the date such mortgagee or trustee takes title
               to the Building. In addition, Landlord and Tenant hereby
               acknowledge that mortgagee approval of the document of which this
               Addendum forms a part shall not be required unless such approval
               is required under the terms and conditions of the mortgage, deed
               of trust or related documents by and between Landlord and such
               mortgagee.

         8.    CONFLICT. In the event of a conflict between the terms of this
               Addendum and the terms of the Lease or any exhibits thereto, the
               term of this Addendum shall control.





                         [SIGNATURES ON FOLLOWING PAGE]





<PAGE>


                                    EXHIBIT G

                                     PARKING

         This Exhibit is attached to and made a part of the Lease dated
____________, 1997, by and between SAN FELIPE PLAZA, LTD., A TEXAS LIMITED
PARTNERSHIP, by its agent Equity Office Holdings, L.L.C., a Delaware limited
liability company ("Landlord"), and PHYSICIANS SURGICAL CARE, INC., A TEXAS
CORPORATION ("Tenant"), for space in the Building located at 5847 San Felipe,
Houston, Texas, commonly known as San Felipe Plaza.

         A. During the primary term of this Lease and so long as Tenant is not
in default hereunder, Landlord shall make available to Tenant and Tenant shall
have the right to rent in the Building's parking garage ("Garage") up to ten
(10) unassigned parking spaces, three (3) of which may, at Tenant's election, be
designated as assigned spaces (hereinafter called "Tenant's Parking Spaces").
Tenant agrees to pay Landlord, during the primary Term of this Lease, the sum of
$35.00 per month plus tax for each unassigned space and $70.00 per month plus
tax for each assigned space (hereinafter called "Parking Rental"). Parking
Rental shall be due and payable on the first day of each calendar month during
the term of this Lease and Landlord shall have the same remedies for default for
the payment of Parking Rental as are available to Landlord in the case of a
default in the payment of Base Rental.

         B. Prior to the Commencement Date and from time to time thereafter as
requested by Landlord, Tenant shall submit a written list of those persons who
are authorized by Tenant to use the Tenant's Parking Spaces (hereinafter called
"Tenant's Designees"). A condition to Tenant's and Tenant's Designees' right to
use the Garage shall be compliance by each driver with the Garage Rules and
Regulations (as hereinafter defined), including any sticker or other
identification system established by Landlord and with all laws, statutes,
ordinances and other governmental rules, regulations or requirements now or
hereafter in force with respect to any use or occupancy of the Garage. Landlord
reserves the right to adopt and/or modify such reasonable Rules and Regulations
for the Garage as it deems necessary for the operation of the Garage. Landlord
may refuse to admit any person who violates the Garage Rules and Regulations,
and any violation of such Rules and Regulations shall subject the vehicle to
removal from the Garage without the incurrence of any liability on the part of
Landlord.

         C. Landlord shall not be liable or responsible to Tenant or any of
Tenant's Designees for any loss, or damage to any automobile or other vehicle or
equipment or other property within the Garage unless such loss or damage is
caused by the willful misconduct or gross negligence of Landlord.


                          GARAGE RULES AND REGULATIONS


1.       Vehicles must be parked entirely within the stall lines painted on the
         floor.

2.       All directional signs and arrows must be observed.

3.       The speed limit shall be five (5) miles per hour.

4.       Parking is prohibited:

         a.    In areas not striped for parking
         b.    In aisles
         c.    Where "No Parking" signs are posted
         d.    In areas designated as "Entrance" or "Exit"
         e.    In such other areas as may be designated by Landlord or
               Landlord's agent(s).

5.       Parking tickets or any other device or form of identification supplied
         by Landlord shall remain the property of Landlord and shall not be
         transferable. There will be replacement charge payable by Tenant equal
         to the amount posted from time to time by Landlord for loss of any
         magnetic parking card or parking sticker.

6.       Garage managers or attendants are not authorized to make or allow any
         exceptions to these Rules and Regulations.

7.       Every person is responsible for locking his/her own vehicle.

         IN WITNESS WHEREOF, Landlord and Tenant have executed this Addendum on
the day and year first above written.
<PAGE>

<TABLE>
<S>                                                         <C>
WITNESS ATTEST                                               LANDLORD: SAN FELIPE PLAZA, LTD., A TEXAS LIMITED
                                                             PARTNERSHIP
-----------------------------------------------------
                                                             BY:    EQUITY OFFICE HOLDINGS. L.L.C.
Name (print):                                                       a Delaware limited liability company,
             ----------------------------------------               as agent


-----------------------------------------------------
                                                             By:      /s/ Kim Koehn
Name (print):                                                        --------------------------------------------
             ----------------------------------------        Name:   Kim Koehn

                                                             Title:  Regional Vice President

                                                             Date:
                                                                     --------------------------------------------


WITNESS ATTEST                                               TENANT: PHYSICIANS SURGICAL
                                                             CARE, INC., A TEXAS CORPORATION
-----------------------------------------------------

Name (print):                                                By:      /s/ Robert L. Schwing
             ----------------------------------------                --------------------------------------------

                                                             Name:   Robert L. Schwing
-----------------------------------------------------

Name (print):                                                Title:  Principal
             ----------------------------------------
                                                             Date:
                                                                     --------------------------------------------
</TABLE>





<PAGE>



         IN WITNESS WHEREOF, Landlord and Tenant have executed this Exhibit as
of the day and year first above written.

<TABLE>
<S>                                                         <C>
WITNESS ATTEST                                               LANDLORD: SAN FELIPE PLAZA, LTD., A TEXAS LIMITED
                                                             PARTNERSHIP
-----------------------------------------------------
                                                             BY:    EQUITY OFFICE HOLDINGS. L.L.C.
Name (print):                                                       a Delaware limited liability company,
             ----------------------------------------               as agent


-----------------------------------------------------
                                                             By:     /s/ Kim Koehn
Name (print):                                                       ---------------------------------------------
             ----------------------------------------        Name:  Kim Koehn

                                                             Title: Regional Vice President

                                                             Date:
                                                                    ---------------------------------------------


WITNESS ATTEST                                               TENANT: PHYSICIANS SURGICAL
                                                             CARE, INC., A TEXAS CORPORATION
-----------------------------------------------------

Name (print):                                                By:  /s/ Robert L. Schwing
             ----------------------------------------            ------------------------------------------------

                                                             Name:  Robert L. Schwing
-----------------------------------------------------

Name (print):                                                Title: Principal
             ----------------------------------------
                                                             Date:
                                                                  -----------------------------------------------
</TABLE>





<PAGE>


                                 FIRST AMENDMENT

         This First Amendment (the "Amendment") is made and entered into as of
the_______ day of ___________________ 1998, by and between SAN FELIPE PLAZA,
LTD., A TEXAS LIMITED PARTNERSHIP ("Landlord"), and PHYSICIANS SURGICAL CARE,
INC., A TEXAS CORPORATION ("Tenant").

                                   WITNESSETH

A.       WHEREAS, Landlord and Tenant are parties to that certain lease dated
         the 6th day of June, 1997 (the "Lease") for space currently containing
         approximately 3,585 rentable square feet (the "Original Premises")
         described as Suite No. 4295 on level forty-two (42) of the building
         commonly known as San Felipe Plaza and the address of which is 5847 San
         Felipe, Houston, Texas 77057 (the "Building"); and

B.       WHEREAS, Tenant has requested that additional space containing
         approximately 1,550 rentable square feet on level forty-two (42) of the
         Building shown on Exhibit A hereto (the "Expansion Space") be added to
         the Original Premises and that the Lease be appropriately amended and
         Landlord is willing to do the same on the terms and conditions set
         forth below;

C.       WHEREAS, the Lease by its terms expired on December 31, 1997 ("Prior
         Termination Date"), and the parties desire to extend the Lease Term,
         all on the terms and conditions set forth below;

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
         herein contained and other good and valuable consideration, the receipt
         and sufficiency of which are hereby acknowledged, Landlord and Tenant
         agree as follows:

               I.   EXPANSION. Effective As of the Expansion Effective Date (as
                    hereinafter defined), the Premises, as defined in the Lease,
                    is increased from 3,585 rentable square feet on level
                    forty-two (42) to 5,135 rentable square feet on level
                    forty-two (42) by the addition of the Expansion Space, and
                    from and after the Expansion Effective Date, the Original
                    Premises and the Expansion Space, collectively, shall be
                    deemed the Premises, as defined in the Lease. The Lease Term
                    for the Expansion Space shall commence on the Expansion
                    Effective Date and end on the Extended Termination Date (as
                    hereinafter defined). The Expansion Space is subject to all
                    the terms and conditions of the Lease except as expressly
                    modified herein and except that Tenant shall not be entitled
                    to receive any allowances, abatements or other financial
                    concessions granted with respect to the Original Premises
                    unless such concessions are expressly provided for herein
                    with respect to the Expansion Space.

                    A.     The Expansion Effective Date shall be the later to
                           occur of (i) April 1, 1998 ("Target Expansion
                           Effective Date"), and (ii) the date upon which
                           Landlord's improvement work in the Expansion Space
                           has been substantially completed; provided, however,
                           that if Landlord shall be delayed in substantially
                           completing the Landlord's work in the Expansion Space
                           as a result of the occurrence of any of the following
                           (a "Delay"):

                           1.   Tenant's failure to furnish information or to
                                respond to any request by Landlord for any
                                approval or information within any time period
                                prescribed or, if no time period is prescribed,
                                then within two (2) Business Days of such
                                request; or

                           2.   Tenant's insistence on materials, finishes or
                                installations that have long lead times after
                                having first been informed by Landlord that such
                                materials, finishes or installations will cause
                                a Delay; or

                           3.   Changes in any plans and specifications; or

                           4.   The performance or nonperformance by a person or
                                entity employed by Tenant in the completion of
                                any work (all such work and such persons or
                                entities being subject to the prior approval of
                                Landlord); or

                           5.   Any request by Tenant that Landlord delay the
                                completion of any of the Landlord's work; or


<PAGE>

                           6.    Any breach or default by Tenant in the
                                 performance of Tenant's obligations under this
                                 Amendment or the Lease; or

                           7.    Any delay resulting from Tenant's having taken
                                 possession of the Expansion Space for any
                                 reason prior to substantial completion of the
                                 Landlord's work; or

                           8.    Any other delay chargeable to Tenant, its
                                 agents, employees or independent contractors;

                           then, for purposes of determining the Expansion
                           Effective Date, the date of substantial completion
                           shall be deemed to be the day that said Landlord's
                           work would have been substantially completed absent
                           any such Delay(s). The Expansion, Space shall be
                           deemed to be substantially completed on the date the
                           Landlord reasonably determines that all Landlord's
                           work has been performed (or would have been performed
                           absent any Delays), other than any details of
                           construction, mechanical adjustment or any other
                           matter, the noncompletion of which does not
                           materially interfere with Tenant's use of the
                           Expansion Space. The adjustment of the Expansion
                           Effective Date and, accordingly, the postponement of
                           Tenant's obligation to pay Rent on the Expansion
                           Space shall be Tenant's sole remedy and shall
                           constitute full Settlement of all claims that Tenant
                           might otherwise have against Landlord by reason of
                           the Expansion Space not being ready for occupancy by
                           Tenant on the Target Expansion Effective Date.

                    B.   In addition to the postponement, if any, of the
                         Expansion Effective Date as a result of the
                         applicability of Paragraph I.A. of this Amendment, the
                         Expansion Effective Date shall be delayed to the extent
                         Landlord fails to deliver possession of the Expansion
                         Space for any other reason (other than Delays by
                         Tenant), including but not limited to, holding over by
                         prior occupants. Any such delay in the Expansion
                         Effective Date shall not subject Landlord to any
                         liability for any loss or damage resulting therefrom.
                         If the Expansion Effective Date is delayed, the
                         Extended Termination Date (as hereinafter defined)
                         shall be similarly extended.

              II.   EXTENSION. The Lease Term is hereby extended for a period of
                    thirty-nine (39) months and shall expire on March 31, 2001
                    ("Extended Termination Date"), unless sooner terminated in
                    accordance with the terms of the Lease. That portion of the
                    Lease Term commencing the day immediately following the
                    Prior Termination Date ("Extension Date") and ending on the
                    Extended Termination Date shall be referred to herein as the
                    "Extended Term."

              III.  MONTHLY BASE RENTAL.

                    A.     ORIGINAL PREMISE FROM THE PRIOR TERMINATION DATE
                           THROUGH THE DAY PRIOR TO THE EXPANSION EFFECTIVE
                           DATE. The Base Rental, as set forth herein,
                           Additional Base Rental and all other charges under
                           the Lease shall be payable as provided therein with
                           respect to the Original Premises through and
                           including the day prior to the Expansion Effective
                           Date.

                           Tenant shall pay Landlord the sum of Fifteen Thousand
                           Two Hundred Thirty-Seven and NO/100 Dollars
                           ($15,237.00) as Base Rental for the Original Premises
                           in three (3) monthly installments as follows:

                           (i)   Three (3) equal installments of Five Thousand
                                 Seventy-Nine and NO/100 Dollars ($5,070.00)
                                 each payable on or before the first day of each
                                 month during the period beginning January 1,
                                 1998 and ending March 31, 1998.

                    B.     PREMISE (INCLUSIVE OF THE EXPANSION SPACE) THROUGH
                           EXTENDED TERMINATION DATE. As of the Expansion
                           Effective Date, the schedule of monthly installments
                           of Base Rental payable with respect to the Premises,
                           inclusive of the Expansion Space, from the Expansion
                           Effective Date and ending on the Extended Termination
                           Date is the following:

                           Tenant shall pay Landlord the sum of Three Hundred
                           Thousand Three Hundred Ninety-Six and NO/100 Dollars
                           ($300,396.00) as Base Rental from the Expansion
                           Effective Date and ending on the Extended Termination
                           Date in thirty-six (36) monthly installments as
                           follows:


<PAGE>

                           (i)   Twelve (12) equal installments of Seven
                                 Thousand Four Hundred Eighty-Nine and NO/100
                                 Dollars ($7,489.00) each payable on or before
                                 the first day of each month during the period
                                 beginning April 1, 1998 and ending March 31,
                                 1999.

                           (ii)  Twelve (12) equal installments of Eight
                                 Thousand Three Hundred Forty-Four and NO/100
                                 Dollars ($8,344.00) each payable on or before
                                 the first day of each month during the period
                                 beginning April 1, 1999 and ending March 31,
                                 2000.

                           (iii) Twelve (12) equal installments of Nine Thousand
                                 Two Hundred and NO/100 Dollars ($9,200.00) each
                                 payable on or before the first day of each
                                 month during the period beginning April 1, 2000
                                 and ending March 311, 2001.

                           All such Base Rental shall be payable by Tenant in
                           accordance with the terms of Article IV of the Lease.

                           Landlord and Tenant acknowledge that the foregoing
                           schedule is based on the assumption that the
                           Expansion Effective Date is the Target Expansion
                           Effective Date. If the Expansion Effective Date is
                           other than the Target Expansion Effective date, the
                           schedule set forth above with respect to the payment
                           of any installment(s) of Base Rental for the
                           Expansion Space shall be appropriately adjusted on a
                           per diem basis to reflect the actual Expansion
                           Effective Date and the actual Expansion Effective
                           Date shall be set forth in a confirmation letter to
                           be prepared by Landlord. However, the effective date
                           of any increases or decreases in the Base Rental rate
                           shall not be postponed as a result of an adjustment
                           of the Expansion Effective Date as provided above.

              IV.   ADDITIONAL SECURITY DEPOSIT.  INTENTIONALLY OMITTED.

               V.   TENANT'S PRO RATA SHARE. For the period commencing with the
                    Expansion Effective Date and ending on the Extended
                    Termination Date, Tenant's Pro Rata Share for the Expansion
                    Space is sixteen hundredths percent (.16%).

              VI.   BASIC COSTS.

                    A.     ORIGINAL PREMISES FROM AND AFTER THE EXPANSION
                           EFFECTIVE DATE. For the period commencing with the
                           Expansion Effective Date and ending on the Extended
                           Termination Date, Tenant shall pay for its Pro Rata
                           Share of Basic Costs applicable to the Original
                           Premises in accordance with the terms of the Lease,
                           provided, however, during such period, the Base Year
                           for the computation of Tenant's Pro Rata Share of
                           Basic Costs applicable to the Original Premises is
                           amended from 1997 to 1998.

                    B.     Expansion Space From Expansion Effective Date Through
                           Extended Termination Date. For the period commencing
                           with the Expansion Effective Date ,and ending on the
                           Extended Termination Date, Tenant shall pay for its
                           Pro Rata Share of Basic Costs applicable to the
                           Expansion Space in accordance with the terms of the
                           Lease, provided, however, during such period, the
                           Base Year for the computation of Tenant's Pro Rata
                           Share of Basic Costs applicable to the Expansion
                           Space is 1998.

              VII.  IMPROVEMENTS TO PREMISES.

                    A.   CONDITION OF PREMISES. Tenant is in possession of the
                         Original Premises and agrees to accept the same "as is"
                         without any agreements, representations, understandings
                         or obligations on the part of Landlord to perform any
                         alterations, repairs or improvements, except as may be
                         expressly provided otherwise in this Amendment. Tenant
                         has inspected the Expansion Space and agrees to accept
                         the same "as is" without any agreements,
                         representations, understandings or obligations on the
                         part of Landlord to perform any alterations, repairs or
                         improvements, except as may be expressly provided
                         otherwise in this Amendment.

                    B.   COST OF IMPROVEMENTS TO PREMISES. Provided Tenant is
                         not in default, Tenant shall be entitled to receive an
                         improvement allowance (the "Improvement Allowance") in
                         an amount not to exceed Thirty-Thousand

<PAGE>

                         Eight Hundred Ten and NO/100 Dollars ($30,810.00)
                         (i.e., $6.00 per rentable square foot of the Premises)
                         to be applied toward the cost of performing
                         construction, alteration or improvement of the
                         Premises, including but not limited to the cost of
                         space planning, design and related architectural and
                         engineering services. In the event the total cost of
                         the improvements to the Premises exceeds the
                         Improvement Allowance, Tenant shall pay for such excess
                         upon demand. The entire unused balance of the
                         Improvement Allowance existing as of June 1, 1998, if
                         any, shall accrue to the sole benefit of Landlord.
                         Landlord shall pay such Improvement Allowance directly
                         to the contractors retained to perform the
                         construction, design or related improvement work to the
                         Premises.

                    C.   RESPONSIBILITY, FOR IMPROVEMENTS TO PREMISES. Landlord
                         shall enter into a direct contract for the improvements
                         to the Premises with a general contractor selected by
                         Landlord. Tenant shall devote such time in consultation
                         with Landlord or Landlord's architect as may be
                         required to provide all information Landlord deems
                         necessary in order to enable Landlord to complete, and
                         obtain Tenant's written approval of, the plans for the
                         improvements to the Premises in a timely manner. All
                         plans for the Improvements to the Premises shall be
                         subject to Landlord's consent, which consent shall not
                         be unreasonably withheld. If the cost of such
                         improvements exceeds the Improvement Allowance, then
                         prior to commencing any construction of improvements to
                         the Premises, Landlord shall submit to Tenant a written
                         estimate setting forth the anticipated cost, including
                         but not limited to the cost of space planning, design
                         and related architectural and engineering services,
                         labor and materials, contractor's fees, and permit
                         fees. Within a reasonable time thereafter, Tenant shall
                         either notify Landlord in writing of its approval of
                         the cost estimate or specify its objections thereto and
                         any desired changes to the proposed improvements. In
                         the. event Tenant notifies Landlord of such objections
                         and desired changes, Tenant $hall work with Landlord to
                         reach a mutually acceptable alternative cost estimate.

              VIll. EARLY ACCESS TO EXPANSION SPACE. During any period that
                    Tenant shall be permitted to enter the Expansion Space prior
                    to the Expansion Effective Date (e.g., to perform
                    alterations or improvements), Tenant shall comply with all
                    terms and provisions of the Lease, except those provisions
                    requiring payment of Base Rental or Additional Base Rental
                    as to the Expansion Space. If Tenant takes possession of the
                    Expansion Space prior to the Expansion Effective Date for
                    any reason whatsoever (other than the performance of work in
                    the Expansion Space with Landlord's prior approval), such
                    possession shall be subject to all the terms and conditions
                    of the Lease and this Amendment, and Tenant shall pay Base
                    Rental and Additional Base Rental as applicable to the
                    Expansion Space to Landlord on a per diem basis for each day
                    of occupancy prior to the Expansion Effective Date.

               IX.  OTHER PERTINENT PROVISIONS. Landlord and Tenant agree that,
                    effective as of the date hereof (unless different effective
                    date(s) is/are specifically referenced in this Section), the
                    Lease shall be amended in the following additional respects:

                    A.   Effective as of the Expansion Effective Date, EXHIBIT
                         "G", PARKING OF THE LEASE shall be modified and amended
                         by deleting the number "ten (10)" in the third line of
                         paragraph A. and substituting the number "fifteen (15)"
                         therefor.

              Xl.   MISCELLANEOUS.

                    A.     This Amendment sets forth the entire agreement
                           between the parties with respect to the matters set
                           forth herein. There have been no additional oral or
                           written representations or agreements. Under no
                           circumstances shall Tenant be entitled to any Rent
                           abatement, improvement allowance, leasehold
                           improvements, or other work to the Premises, or any
                           similar economic incentives that may have been
                           provided Tenant in connection with entering into the
                           Lease, unless specifically set forth in this
                           Amendment.

                    B.     Except as herein modified or amended, the provisions,
                           conditions and terms of the Lease shall remain
                           unchanged and in full force and effect.


<PAGE>

                    C.     In the case of any inconsistency between the
                           provisions of the tease and this Amendment, the
                           provisions of this Amendment shall govern and
                           control.

                    D.     Submission of this Amendment by Landlord is not an
                           offer to enter into this Amendment but rather is a
                           solicitation for such an offer by Tenant. Landlord
                           shall not be bound by this Amendment until Landlord
                           has executed and delivered the same to Tenant.

                    E.     The capitalized terms used in this Amendment shall
                           have the same definitions as set forth in the Lease
                           to the extent that such capitalized terms are defined
                           therein and not redefined in this Amendment.

                    F.     Tenant hereby represents to Landlord that Tenant has
                           dealt with no broker in connection with this
                           Amendment. Tenant agrees to indemnify and hold
                           Landlord, its members, principals, beneficiaries,
                           partners, officers, directors, employees,
                           mortgagee(s) and agents, and the respective
                           principals and members of any such agents
                           (collectively, the "Landlord Related Parties")
                           harmless from all claims of any brokers claiming to
                           have represented Tenant in connection with this
                           Amendment. Landlord hereby represents to Tenant that
                           Landlord has dealt with no broker in connection with
                           this Amendment. Landlord agrees to indemnify and hold
                           Tenant, its members, principals, beneficiaries,
                           partners, officers, directors, employees, and agents,
                           and the respective principals and members of any such
                           agents (collectively, the "Tenant Related Parties")
                           harmless from all claims of any brokers claiming to
                           have represented Landlord in connection with this
                           Amendment,

         IN WITNESS WHEREOF, Landlord and Tenant have duly executed this
Amendment as of the day and year first above written.

<TABLE>
<S>                                  <C>
                                      LANDLORD: SAN FELIPE PLAZA, LTD., A TEXAS LIMITED PARTNERSHIP

                                      By:    EOP-San Felipe GP, L.L.C., a Delaware
                                             limited liability company, its general partner

                                             By:   EOP Operating Limited Partnership, a
                                                   Delaware limited partnership, its sole member

                                                   By:    Equity Office Properties Trust, a Maryland
                                                          real estate investment trust, its managing
                                                          general partner

                                                          By:     /s/ Brad Fricks
                                                                 ----------------------------------------------
                                                                 Name:  Brad Fricks

                                                                 Title: Vice President - Leasing


                                      TENANT: PHYSICIANS SURGICAL CARE, INC.,
                                      A TEXAS CORPORATION


                                             By:     /s/  Robert L. Schwing
                                                    -----------------------------------------------
                                             Name:  Robert L. Schwing

                                             Title: Principal
</TABLE>



<PAGE>


                                SECOND AMENDMENT

         This Second Amendment (the "Amendment") is made and entered into as of
the ________ day of ________________. 1999, by and between SAN FELIPE PLAZA,
LTD., A TEXAS LIMITED PARTNERSHIP ("Landlord"), and PHYSICIANS SURGICAL CARE,
INC., A TEXAS CORPORATION ("Tenant").

                                   WITNESSETH

A.     WHEREAS, Landlord and Tenant are parties to that certain lease dated June
       6, 1997 (the "Lease") for space currently containing approximately 5,135
       rentable square feet (the "Original Premises") on the forty-second (42nd)
       floor of the building commonly known as San Felipe Plaza and the address
       of which is 5847 San Felipe, Houston, Texas 77057 (the "Building"), which
       lease has been previously amended by First Amendment dated February
       27,1998 (collectively, the "Lease"); and

B.     WHEREAS, Tenant and Landlord agree to relocate Tenant from the Original
       Premises to 8,553 rentable square feet on the twenty-third (23rd) floor
       of the Building shown on Exhibit A attached hereto (the "Substitution
       Space"); and

C.     WHEREAS, the Lease by its terms shall expire on March 31, 2001 ("Prior
       Termination Date"), and the parties desire to extend the Lease Term, all
       on the terms and conditions hereinafter set forth;

       NOW, THEREFORE, in consideration of the mutual covenants and agreements
       herein contained and other good and valuable consideration, the receipt
       and sufficiency of which are hereby acknowledged, Landlord and Tenant
       agree as follows:

       I.    Substitution.

             A.  Effective as of the Substitution Effective Date (hereinafter
                 defined), the Premises (hereinafter defined) is hereby
                 increased from 5,135 rentable square feet on the forty-second
                 (42nd) floor of the Building, to 8,553 rentable square feet on
                 the twenty-third (23rd) floor of the Building, by substituting
                 the Substitution Space for the Original Premises and Landlord
                 does hereby lease, let and demise the substitution space to
                 Tenant, effective as of the Substitution Effective Date.

             B.  The Lease Term for the Substitution Space shall commence on the
                 Substitution Effective Date and, unless sooner terminated
                 pursuant to the terms of the Lease, shall end on the Extended
                 Termination Date (as hereinafter defined). The Substitution
                 Space is subject to all the terms and conditions of the Lease
                 except as expressly modified herein and except that Tenant
                 shall not be entitled to receive any allowances, abatements or
                 other financial concessions granted with respect to the
                 Original Premises unless such concessions are expressly
                 provided for herein with respect to the Substitution Space.
                 Effective as of the date which is no more than fourteen (14)
                 calendar days following the date of Landlord's notice of actual
                 delivery of the Substitution Space to Tenant with Landlord's
                 improvement work in the Substitution Space substantially
                 complete (the "Original Premises Vacation Date"), the Lease
                 shall be terminated with respect to the Original Premises, and,
                 unless otherwise specified, "Premises" shall mean the
                 Substitution Space. Tenant shall vacate the Original Premises
                 as of the Original Premises Vacation Date and return the same
                 to Landlord in accordance with the terms and conditions of the
                 Lease. Notwithstanding anything to the contrary contained
                 herein, if the Original Premises Vacation Date is subsequent to
                 the Substitution Effective Date (such period commencing on the
                 Substitution Effective Date and ending on the Original Premises
                 Vacation Date is referred to herein as the "Vacation Period"),
                 then, during the Vacation Period, Tenant shall comply with all
                 terms and provisions of the Lease with respect to the Original
                 Premises as though the Original Premises were still deemed part
                 of the Premises hereunder, except those provisions requiring
                 payment of Basic Monthly Rental or Basic Costs as to the
                 Original Premises.

       II.   Substitution Effective Date.

             A.     The "Substitution Effective Date" shall be the later to
                    occur of (i) April 1, 1999 (the "Target Substitution
                    Effective Date"), and (ii) the date which is no more than
                    fourteen (14) calendar days following the date of Landlord's
                    notice of actual delivery of the Substitution Space to
                    Tenant with Landlord's improvement work in the Substitution
                    Space substantially complete. Tenant hereby agrees that with
                    respect to any required actions by Tenant in connection with
                    Landlord's

<PAGE>

                    improvement work in the Substitution Space, time is of the
                    essence. The Substitution Space shall be deemed to be
                    substantially completed on the date that Landlord reasonably
                    determines that all Landlord's work has been performed (or
                    would have been performed absent any delays reasonably
                    chargeable to Tenant), other than any details of
                    construction, mechanical adjustment or any other matter, the
                    nonperformance of which does not materially interfere with
                    Tenant's use of the Substitution Space. The prior sentence
                    notwithstanding, Tenant shall not be penalized for up to
                    fourteen (14) calendar days of delays reasonably chargeable
                    to Tenant, The adjustment of the Substitution Effective Date
                    and, accordingly, the postponement of Tenant's obligation to
                    pay Rent on the Substitution Space shall be Tenant's sole
                    remedy and shall constitute full settlement of all claims
                    that Tenant might otherwise have against Landlord by reason
                    of the Substitution Space not being ready for occupancy by
                    Tenant on the Target Substitution Effective Date. During any
                    period that the Substitution Effective Date is postponed and
                    Tenant's obligation to pay Rent for the Substitution Space
                    is correspondingly postponed, Tenant shall continue to be
                    obligated to pay Rent for the Original Premises in
                    accordance with the terms of the Lease.

             B.     to addition to the postponement, if any, of the Substitution
                    Effective Date as a result of the applicability of Paragraph
                    II.A. of this Amendment, the Substitution Effective Date
                    shall be delayed to the extent that Landlord fails to
                    deliver possession of the Substitution Space for any other
                    reason not within the control of Landlord (other than delays
                    reasonably chargeable to Tenant), including, but not limited
                    to, holding over by prior occupants. Any such delay in the
                    Substitution Effective Date shall not subject Landlord to
                    any liability for any loss or damage resulting therefrom. If
                    the Substitution Effective Date is delayed, the Extended
                    Termination Date shall be similarly extended.

       Ill.  EXTENSION. The Lease Term is extended for a period of thirty-six
             (36) months and shall expire on March 31, 2004 ("Extended
             Termination Date"), unless sooner terminated in accordance with the
             terms of the Lease. That portion of the Lease Term commencing the
             day immediately following the Prior Termination Date ("Extension
             Date") and ending on the Extended Termination Date shall be
             referred to herein as the "Extended Term".

        IV.  MONTHLY BASE RENTAL. Commencing on the Substitution Effective
             Date through the Extended Termination Date, as such dates may be
             adjusted as provided herein, the schedule of monthly installments
             of Base Rental contained in the Lease is hereby revised as
             follows:

             Tenant shall pay Landlord the sum of Nine Hundred Seventy-Nine
             Thousand Three Hundred Thirty-Two and NO/100 Dollars ($979,332.00)
             as Monthly Base Rental for the Substitution Space in sixty (60)
             monthly installments as follows:

              A     Twelve (12) equal installments of Fifteen Thousand Three
                    Hundred Twenty-Four and NO/100 Dollars ($15,324.00) each
                    payable on or before the first day of each month during the
                    period beginning April 1, 1999 and ending March 31,2000.

              B.    Twelve (12) equal installments of Sixteen Thousand
                    Thirty-Seven and NO/100 Dollars ($16,037.00) each payable on
                    or before the first day of each month during the period
                    beginning April 1, 2000 and ending March 31, 2001.

              C.    Thirty-six (36) equal installments of Sixteen Thousand Seven
                    Hundred Fifty and NO/100 Dollars ($16,750.00) each payable
                    on or before the first day of each month during the period
                    beginning April 1, 2001 and ending March 31, 2004, as such
                    dates may be adjusted as provided herein.

              All such Monthly Base Rental shall be payable by Tenant in
              accordance with the terms of the Lease.

              Landlord and Tenant acknowledge that the foregoing schedule is
              based on the assumption that the Substitution Effective Date is
              the Target Substitution Effective Date. If the Substitution
              Effective Date is later than the Target Substitution Effective
              Date, (i) the schedule set forth above with respect to the payment
              of any installment(s) of Monthly Base Rental for the Substitution
              Space shall be appropriately adjusted on a per diem basis to
              reflect the actual Substitution

<PAGE>

             Effective Date and the actual Substitution Effective Date shall
             be set forth in a confirmation letter to be prepared by Landlord.

        V.   TENANT'S PRO RATA SHARE. For the period commencing with the
             Substitution Effective Date and ending on the Extended
             Termination Date, Tenant's Pro Rata Share for the Promises is
             eighty-nine hundredths percent (.89%).

       VI.   BASIC COSTS. For the period commencing with the Substitution
             Effective Date and ending on the Extended Termination Date, Tenant
             shall pay for its Pro Rata Share of Basic Costs applicable to the
             Premises in accordance with the terms of the Lease, provided,
             however, during such period, the Base Year for the computation of
             Tenant's Pro Rata Share of Basic Costs applicable to the Premises
             is 1999.

       VII.  IMPROVEMENTS TO SUBSTITUTION SPACE.

              A.    Condition of Substitution Space. Tenant has inspected the
                    Substitution Space and agrees to accept the same "as is"
                    without any agreements, representations, understandings or
                    obligations on the part of Landlord to perform any
                    alterations, repairs or improvements, except as may be
                    expressly provided otherwise in this Amendment, and in the
                    Lease, with respect to any future obligations of Landlord
                    with respect to the Premises.

              B.    Responsibility for Improvements to Substitution Space.
                    Provided Tenant is not in default, Tenant shall be entitled
                    to receive an improvement allowance (the "Improvement
                    Allowance") in an amount not to exceed Sixty-Six Thousand
                    Seven Hundred Ninety-Nine and NO/100 Dollars ($66,799.00)
                    (i.e., $7.81 per rentable square foot of the Substitution
                    Space) to be applied toward the cost of performing initial
                    construction, alteration or improvement of the Substitution
                    Space, including but not limited to the cost of space
                    planning, design and related architectural and engineering
                    services. Landlord shall be entitled to deduct from the
                    Improvement Allowance a construction management fee for
                    Landlord's oversight of the initial improvements to the
                    Substitution Space in an amount equal to five percent (5%)
                    of the total cost of the initial improvements to the
                    Substitution Space. In the event the total cost of the
                    initial improvements to the Substitution Space exceeds the
                    Improvement Allowance, Tenant shall pay for such excess upon
                    demand. The entire unused balance of the Improvement
                    Allowance, if any, shall accrue to the sole benefit of
                    Landlord. Landlord shall pay such Improvement Allowance
                    directly to the contractors retained to perform the
                    construction, design or related improvement work to the
                    Substitution Space.

              C.    Responsibility for Improvements to Substitution Space.
                    Landlord shall enter into a direct contract for the initial
                    improvements to the Substitution Space with a general
                    contractor selected by Tenant, subject to Landlord's
                    approval which shall not be unreasonably withheld, delayed
                    or conditioned. Tenant shall devote such time in
                    consultation with Landlord or Landlord's architect as may be
                    required to provide all information Landlord deems necessary
                    in order to enable Landlord to complete, and obtain Tenant's
                    written approval of, the plans for the initial improvements
                    to the Substitution Space in a timely manner. All plans for
                    the initial improvements to the Substitution Space shall be
                    subject to Landlord's consent, which consent shall not be
                    unreasonably withheld, delayed or conditioned. If the cost
                    of such improvements exceeds the improvement Allowance, then
                    prior to commencing any construction of improvements to the
                    Substitution Space, Landlord shall submit to Tenant a
                    written estimate setting forth the anticipated cost,
                    including but not limited to the cost of space planning,
                    design and related architectural and engineering services,
                    tabor and materials, contractor's fees, and permit fees.
                    Within a reasonable time thereafter, Tenant shall either
                    notify Landlord in writing of its approval of the cost
                    estimate or specify its objections thereto and any desired
                    changes to the proposed improvements. In the event Tenant
                    notifies Landlord of such objections and desired changes,
                    Tenant shall work with Landlord to reach a mutually
                    acceptable alternative cost estimate.

       VIII. EARLY ACCESS TO SUBSTITUTION SPACE. During any period that Tenant
             shall be permitted to enter the Substitution Space prior to the
             Substitution Effective Date (e.g., to perform alterations or
             improvements), if any, Tenant shall comply with all terms and
             provisions of the Lease, except those provisions requiring payment
             of Base Rental or Additional Base Rental as to the Substitution
             Space. If Tenant takes possession of the Substitution Space prior
             to the Substitution Effective Date for any reason

<PAGE>

             whatsoever (other than the performance of work in the
             Substitution Space with Landlord's prior approval), such
             possession shall be subject to all the terms and conditions of
             the Lease and this Amendment, and Tenant shall pay Base Rental
             and Additional Base Rental as applicable to the Substitution
             Space to Landlord on a per diem basis for each day of occupancy
             prior to the Substitution Effective Date.

        IX.  HOLDING OVER. In the event Tenant continues to occupy the
             Original Premises for more than fourteen (14) days after the
             Original Premises Vacation Date, occupancy of the Original
             Premises subsequent to the Original Premises Vacation Date shall
             be that of a tenancy at sufferance and in no event for
             month-to-month or year-to-year, but Tenant shall, throughout the
             entire holdover period, be subject to all the terms and
             provisions of the Lease and shall pay for its use and occupancy
             an amount (on a per month basis without reduction for any partial
             months during any such holdover) equal to twice the sum of the
             Base Rental and Additional Base Rental due for the period
             Immediately preceding such holding over, provided that in no
             event shall Base Rental and Additional Base Rental during the
             holdover period be less than the fair market rental for the
             Original Premises. No holding over by Tenant in the Original
             Premises or payments of money by Tenant to Landlord after the
             Original Premises Vacation Date shall be construed to prevent
             Landlord from recovery of immediate possession of the Original
             Premises by summary proceedings or otherwise. In addition to the
             obligation to pay the amounts set forth above during any such
             holdover period, Tenant also shall be liable to Landlord for all
             damage, including any' consequential damage, which Landlord may
             suffer by reason of any holding over by Tenant in the Original
             Premises, and Tenant shall indemnify Landlord against any and all
             claims made by any other Tenant or prospective Tenant against
             Landlord for delay by Landlord in delivering possession of the
             Original Premises to such other Tenant or prospective Tenant.

        X.   OTHER PERTINENT PROVISIONS. Landlord and Tenant agree that,
             effective as of the date hereof (unless different effective
             date(s) is/are specifically referenced in this Section), the
             Lease shall be amended in the following additional respects:

             A.     Effective as of the Substitution Effective Date, EXHIBIT
                    "G", PARKING of the Lease shall be modified and amended by
                    deleting the number "ten (10)" in the third line of
                    Paragraph A. and substituting the number "twenty-five (25)"
                    therefor.

             B.     Effective as of April 1, 2001, EXHIBIT "G", PARKING of the
                    Lease shall be amended and modified by (i) deleting 135.00"
                    in the sixth line of Paragraph A. and substituting "$40.00"
                    therefor, and (ii) deleting "$70.00" in the seventh line of
                    Paragraph A. and substituting "$75.00" therefor.

       XI.   MISCELLANEOUS.

              A.    This Amendment sets forth the entire agreement between the
                    parties with respect to the matters set forth herein, There
                    have been no additional oral or written representations or
                    agreements. Under no circumstances shall Tenant be entitled
                    to any Rent abatement, improvement allowance, leasehold
                    improvements, or other work to the Substitution Space, or
                    any similar economic incentives that may have been provided
                    Tenant in connection with entering into the Lease, unless
                    specifically set forth in this Amendment.

              B.    Except as herein modified or amended, the provisions,
                    conditions and terms of the Lease shall remain unchanged and
                    in full force and effect.

              C.    In the case of any inconsistency between the provisions of
                    the Lease and this Amendment, the provisions of this
                    Amendment shall govern and control.

              D.    Submission of this Amendment by Landlord is not an offer to
                    enter into this Amendment but rather is a solicitation for
                    such an offer by Tenant. Landlord shall not be bound by this
                    Amendment until Landlord has executed and delivered the same
                    to Tenant.

              E.    The capitalized terms used in this Amendment shall have the
                    same definitions as set forth in the Lease to the extent
                    that such capitalized terms are defined therein and not
                    redefined in this Amendment.

              F.    Tenant hereby represents to Landlord that Tenant has dealt
                    with no broker other than Healthcare Property Company in
                    connection with this amendment. Tenant agrees to indemnify
                    and hold Landlord, its members, principals,

<PAGE>

                    beneficiaries, partners, officers, directors, employees,
                    mortgagee(s) and agents, and the respective principals and
                    members of any such agents (collectively, the "Landlord
                    Related Parties") harmless from all claims of any brokers
                    other than Healthcare Property Company claiming to have
                    represented Tenant in connection with this Amendment.
                    Landlord hereby represents to Tenant that Landlord has dealt
                    with no broker in connection with this Amendment. Landlord
                    agrees to indemnify and hold Tenant, its members,
                    principals, beneficiaries, partners, officers, directors,
                    employees, and agents, and the respective principals and
                    members of any such agents (collectively, the "Tenant
                    Related Parties") harmless from all claims of any brokers
                    claiming to have represented Landlord in connection with
                    this Amendment.

                         (signatures of following page]



<PAGE>



         IN WITNESS WHEREOF, Landlord and Tenant have duly executed this
Amendment as of the day and year first above written.

<TABLE>
<S>                                  <C>
                                      LANDLORD: SAN FELIPE PLAZA, LTD., A TEXAS LIMITED PARTNERSHIP

                                      By:    EOP-San Felipe GP, L.L.C., a Delaware
                                             limited liability company, its general partner

                                             By:   EOP Operating Limited Partnership, a
                                                   Delaware limited partnership, its sole member

                                                   By:    Equity Office Properties Trust, a Maryland
                                                          real estate investment trust, its managing
                                                          general partner

                                                   By:    /s/ Brad Fricks
                                                          -------------------------------------------
                                                          Name:  Brad Fricks

                                                          Title: Vice President - Leasing


                                      TENANT: PHYSICIANS SURGICAL CARE, INC., A TEXAS CORPORATION


                                                   By:    /s/ Roberta L. Schwing
                                                          -------------------------------------------
                                                          Name:  Robert L. Schwing

                                                          Title: Principal
</TABLE>




<PAGE>


                                    EXHIBIT A

                               SUBSTITUTION SPACE

             Rentable Area of Substitution Space: 8,553 square feet





                            (Suite #2375 - Level 23)