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                             AMENDMENT TO LEASE
                            EXPANSION & EXTENSION


THIS AMENDMENT TO LEASE is made as of the 17th day of January, 1997, by and 
between JMB GROUP TRUST III ("Landlord") and INTELLIQUEST, INC. ("Tenant")

                              R E C I T A L S:

    A.  Landlord and Tenant entered into a certain Lease (the original 
"Lease") dated as of SEPT.  15, 1992, whereby Landlord leased to Tenant 
certain premises (the original "Premises") on the FIRST AND SECOND (1ST & 
2ND) floors of the certain building (the "Building") known as CIELO CENTER 
BUILDING TWO and located at 1250 CAPITAL OF TEXAS HIGHWAY SOUTH, AUSTIN, 
TEXAS 78746.  The Original Premises contain approximately 10,600 rentable 
square feet.  Landlord and Tenant also entered into  Expansion Agreements 
dated 9/15/92 - 1,544 RSF, 9/15/92 - 582 RSF, 12/3/93 - 2,799 RSF, 11/29/93 - 
1,693 RSF, 5/16/94 - 1,186 RSF, 4/24/95 - 3,633 RSF, and 1/24/96 - 1,786 RSF 
consisting of 13,223 rentable square feet for a total leased of 23,823 
rentable square feet.  Landlord and Tenant also entered into an additional 
Amendment to Lease dated SEPTEMBER 18, 1996 which expanded the Lease to a 
total of 30,351 RENTABLE SQUARE FEET and extended the Lease to FEBRUARY 28, 
2002 and relocated the space to BUILDING ONE, SUITES 500 AND 600.

    B.  Tenant has requested to exercise its right to increase the Tenant 
Improvement Allowance and Rent according to EXHIBIT B-1A in the Amendment to 
Lease dated SEPTEMBER 18, 1996.

    NOW, THEREFORE, in consideration of the mutual covenants and agreements 
herein and in the Lease contained, it is hereby agreed as follows:

    1.  DEFINED TERMS.  Each capitalized term used as a defined term in this 
Amendment but not otherwise defined in this Amendment shall have the same 
meaning ascribed to such term in the Lease.

    2.  The Tenant Improvement Allowance provided by Landlord shall be 
increased from $16.00 per rentable square foot to $18.96 per rentable square 
foot and shall include construction, mechanical drawings, and tenant 
improvements per the Work Letter Agreement, EXHIBIT B in the Amendment to 
Lease dated SEPTEMBER 18, 1996.

    3.  BASE RENTAL RATE:

        The Base Rental Rate shall be adjusted FROM:

                                  ANNUAL BASE RENT          MONTHLY BASE RENT
                                  ----------------          -----------------
        3/1/97 - 2/28/98            $611,572.65                $50,964.39
        3/1/98 - 2/28/99             631,300.80                 52,608.40
        3/1/99 - 2/29/00             644,958.75                 53,746.56
        3/1/00 - 2/28/01             666,204.45                 55,517.04
        3/1/01 - 2/28/02             687,450.15                 57,287.51

        TO:

                                  ANNUAL BASE RENT          MONTHLY BASE RENT
                                  ----------------          -----------------
        3/1/97 - 2/28/98            $637,371.00                $53,114.25
        3/1/98 - 2/28/99             654,064.05                 54,505.34
        3/1/99 - 2/29/00             669,239.55                 55,769.96
        3/1/00 - 2/28/01             687,450.15                 57,287.51
        3/1/01 - 2/28/02             707,178.30                 58,931.53

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    4.  SECURITY DEPOSIT.  An additional security deposit of $5,390.34 shall 
be deposited by Tenant into an interest bearing account.  Provided Tenant is 
not in default under this Lease, at the end of the 24th month, the additional 
security deposit of $5,390.34 will be returned to Tenant with interest.

    5.  CONFLICT.  If any conflict exists between the terms or provisions of 
the Lease and the terms or provisions of this Amendment, the terms and 
provisions of this Amendment shall govern and control.

    6.  EFFECT OF AMENDMENT.  As amended by this Amendment, the Lease shall 
remain in full force and effect and is ratified by Landlord and Tenant.  This 
Amendment contains the entire agreement of the parties with respect to the 
Premises, and all preliminary negotiations with respect thereto are merged 
into and superseded by this Amendment.

    7.  EXCULPATION OF LANDLORD AND HEITMAN.  Notwithstanding anything to the 
contrary contained in this Lease or in any exhibits, Riders or addenda hereto 
attached (collectively the "Lease Documents"), it is expressly understood and 
agreed by and between the parties hereto that: (a)  the recourse of Tenant or 
its successors or assigns against Landlord with respect to the alleged breach 
by or on the part of Landlord of any representation, warranty, covenant, 
undertaking or agreement contained in any of the Lease Documents or otherwise 
arising out of Tenant's use of the Premises or the Building (collectively, 
"Landlord's Lease Undertakings") shall extend only to Landlord's interest in 
the real estate of which the Premises demised under the Lease Documents are a 
part ("Landlord's Real Estate") and not to any other assets of Landlord or 
its beneficiaries; and (b) except to the extent of Landlord's interest in 
Landlord's Real Estate, no personal liability or personal responsibility of 
any sort with respect to any of Landlord's Lease Undertakings or any alleged 
breach thereof is assumed by, or shall at any time be asserted or enforceable 
against, Landlord, its beneficiaries, Heitman Capital Management Corporation, 
Heitman Properties Ltd.  or Heitman Properties of Texas Ltd., Inc., or 
against any of their respective directors, officers, employees, agents, 
constituent partners, beneficiaries, trustees or representatives.



    IN WITNESS WHEREOF, the parties hereto have caused this Amendment to 
Lease to be duly executed and delivered as of the day and year first written 
above.


TENANT:


INTELLIQUEST, INC.


By:  ___________________________________


Its: ___________________________________



LANDLORD:


JMB GROUP TRUST III, an Illinois trust

    By:  HEITMAN/JMB INSTITUTIONAL ADVISORS, an Illinois general
         partnership, agent

         By:  HEITMAN CAPITAL MANAGEMENT CORPORATION,
              an Illinois corporation, managing partner


              By:   ___________________________________


              Its:  ___________________________________