EXHIBIT 10 (a)


                      TENTH AMENDMENT TO LEASE AGREEMENT

      THIS TENTH AMENDMENT TO LEASE  AGREEMENT (this "Amendment") is  entered
 into as  of the  ____ day  of April,  2003, by  and between  THE  PRUDENTIAL
 INSURANCE  COMPANY  OF  AMERICA,  a  New  Jersey  corporation   ("Landlord")
 and AMERICAN  HALLMARK  INSURANCE  COMPANY  OF  TEXAS,  a Texas  corporation
 ("Tenant").

      WHEREAS,  pursuant  to  that  certain  Office  Lease  Agreement   dated
 September 12, 1994 by  and between Landlord and  Tenant, as amended by  that
 certain First Amendment  to Lease Agreement  dated as of  October 10,  1994,
 that certain  Second Amendment  to Lease  dated  as of  May 25,  1995,  that
 certain Third Amendment to Lease Agreement  dated as of June 12, 1995,  that
 certain Fourth Amendment  to Lease Agreement  dated as of  August 11,  1995,
 that certain Fifth  Amendment to  Lease Agreement  dated as  of January  16,
 1996, that certain Sixth Amendment to  Lease Agreement dated as of March  2,
 1999, that certain Seventh Amendment to Lease Agreement dated as of June  7,
 2000 (the  "Seventh  Amendment"), that  certain  Eighth Amendment  to  Lease
 Agreement dated as of  January 16, 2001 (the  "Eighth Amendment"), and  that
 certain Ninth Amendment  to Lease  Agreement dated  as of  October 15,  2002
 (such Office Lease Agreement, as  amended, the "Lease"), Landlord  currently
 leases to Tenant certain space  containing approximately 25,570 square  feet
 of Agreed Rentable Area (the "Current Premises") consisting of Suite 123 and
 Suite 125 (collectively, the  "First Floor Premises")  and Suite 205,  Suite
 215, and Suite 900 (collectively, the "Second and Ninth Floor Premises")  in
 the building  located at  14651 Dallas  Parkway,  Dallas, Texas  75240  (the
 "Building") and  commonly  known  as The  Princeton,  as  more  particularly
 described therein;

      WHEREAS, the Term of the Lease  currently expires on November 30,  2007
 and Landlord and Tenant desire to extend the  Term of the Lease for one  (1)
 additional year to expire on November 30, 2008;

      WHEREAS, Landlord and Tenant desire to relocate Tenant from the Current
 Premises to 25,559 square  feet of Agreed Rentable  Area known as Suite  400
 containing 20,945 square feet  of Agreed Rentable Area  on the fourth  (4th)
 floor of the Building  ("Suite 400") and Suite  405 containing 4,615  square
 feet of  Agreed Rentable  Area on  the fourth  (4th) floor  of the  Building
 ("Suite 405"), each as shown on  Exhibit A-2 attached hereto  (collectively,
 the "Relocated Premises"); and

      WHEREAS, Landlord and Tenant desire to amend the Lease to reflect their
 agreements as to the  terms and conditions governing  the relocation of  the
 Current Premises to the Relocated Premises.

      NOW, THEREFORE,  in  consideration  of  the  premises  and  the  mutual
 covenants between the parties herein  contained, Landlord and Tenant  hereby
 agree as follows:

 1.   Term.  The Term of the Lease  is hereby extended to November 30,  2008,
 and the Expiration Date shall be amended to November 30, 2008.  Accordingly,
 Items 7 and  9 of the  Basic Lease Provisions  are hereby  deleted in  their
 entireties and the following are substituted in lieu thereof:

      7.   Term:  Approximately  thirteen (13) years  and eleven (11)  months
           (See Article 1, Supplemental Lease Provisions).

      9.   Expiration Date:  November 30,  2008 (See Article 1,  Supplemental
           Lease Provisions).

 2.   Premises.

      (a)  Effective as of the Primary Relocation Date (hereinafter defined),
 Suite 400 is hereby substituted for the Second and Ninth Floor Premises.  As
 used herein, the "Primary  Relocation Date"  means  June 21, 2003.  However,
 Tenant shall have the right to occupy Suite 400 during the period from  June
 8, 2003 until the Primary Relocation Date (such period, the "Early Occupancy
 Period").  Commencing upon  Tenant's occupancy of  Suite 400 and  continuing
 throughout the remaining Term of the  Lease (as extended hereby), Suite  400
 shall be subject  to all the  terms and conditions  of the  Lease except  as
 expressly modified herein; provided that Tenant shall not be required to pay
 Rent with respect to Suite 400 during the Early Occupancy Period.  Effective
 as of the Primary Relocation Date,  the Lease is terminated with respect  to
 the Second and Ninth Floor Premises,  and the term "Premises" wherever  used
 in the  Lease shall  refer collectively  to Suite  400 and  the First  Floor
 Premises.  Accordingly, effective as of the Primary Relocation Date, Item  2
 of the  Basic Lease  Provisions shall  be deleted  in its  entirety and  the
 following shall be substituted in lieu thereof:

      2.   Premises:

           a.  Suites #:  123, 125, and 400; Floors:  a portion of the  first
           (1st) and fourth (4th) floors.

           b.  Agreed Rentable Area:  22,874 square feet.

      Tenant shall vacate the  Second and Ninth Floor  Premises on or  before
 the Primary Relocation Date and return the same to Landlord in "broom clean"
 condition and  otherwise in  accordance with  the  terms and  conditions  of
 Section 1.3 of  the Lease.  Any  holding over  by Tenant in  the Second  and
 Ninth Floor Premises after the Primary  Relocation Date shall be subject  to
 the terms and provisions of  Section 1.4 of the  Lease as applicable to  the
 Second and Ninth Floor Premises.

      (b)  Effective as of January 1, 2004 (the "Secondary Relocation Date"),
 Suite 405 is  hereby substituted for  the First Floor  Premises.  Suite  405
 shall be subject  to all the  terms and conditions  of the  Lease except  as
 expressly modified herein.  The  Lease shall be  terminated with respect  to
 the First Floor Premises as of midnight December 31, 2003, and effective  as
 of the Secondary Relocation Date, the  term "Premises" wherever used in  the
 Lease shall  refer  collectively to  Suite  400  and Suite  405  (i.e.,  the
 Relocated Premises).  Accordingly, effective as of the Secondary  Relocation
 Date, Item 2 of the Basic Lease Provisions shall be deleted in its  entirety
 and the following shall be substituted in lieu thereof:

      2.   Premises:

           a.  Suites #:  400 and 405; Floors:  a portion of the fourth (4th)
               floor.

           b.  Agreed Rentable Area:  25,559 square feet.

      Tenant shall vacate the First Floor Premises on or before December  31,
 2003 and  return  the  same  to Landlord  in  "broom  clean"  condition  and
 otherwise in accordance with the terms and conditions of Section 1.3 of  the
 Lease.  Landlord shall not be liable  for the failure to give possession  of
 Suite 405 by reason of holding over or retention of any third party  tenant,
 tenants or occupants.  Landlord shall also not be liable for the failure  to
 give possession of Suite 405  by reason of force  majeure as defined in  the
 Lease.  In  such events,  however, the  Secondary Relocation  Date shall  be
 delayed to the date possession of Suite 405 is delivered to Tenant and  such
 delay of the Secondary Relocation Date  shall constitute full settlement  of
 all claims that Tenant  might otherwise have against  Landlord by reason  of
 any failure of Landlord to timely give  possession of Suite 405 to Tenant.
 If the Secondary Relocation Date is  delayed, (i) the Expiration Date  under
 the Lease  shall  not  be  similarly  extended,  (ii)  the  Lease  shall  be
 terminated with respect to and Tenant shall vacate the First Floor  Premises
 on or before December  31, 2003, and (iii)  notwithstanding anything to  the
 contrary contained in this Amendment, during the period from January 1, 2004
 until the  Secondary Relocation  Date, the  Premises shall  consist only  of
 Suite 400.

 3.   Amendment to Exhibit A.

      (a)  Effective as of the Primary Relocation Date, Exhibit A attached to
 the Lease shall be deleted in  its entirety and Exhibit A-1 attached  hereto
 and hereby incorporated herein shall be  added to and incorporated into  the
 Lease as Exhibit A.

      (b)  Effective as of the Secondary Relocation Date, Exhibit A  attached
 to the Lease (as amended by (a) above) shall be deleted in its entirety  and
 Exhibit A-2 attached hereto and hereby incorporated herein shall be added to
 and incorporated into the Lease as Exhibit A.

 4.   Rent.   From the  Primary Relocation  Date through  November 30,  2008,
 Basic Annual Rent and  Basic Monthly Rent for  (i) the First Floor  Premises
 and Suite 400  or (ii)  the Relocated  Premises, as  applicable during  such
 period, shall be in the amounts  provided below.  Accordingly, effective  as
 of the Primary Relocation Date,  the addition to Item  3 of the Basic  Lease
 Provisions pursuant  to  the  Eighth Amendment  is  hereby  amended  in  its
 entirety to the following:

                                  Basic          Basic
            Rental                Annual         Monthly
            Period                Rent           Rent

      06/21/03 _ 11/30/03      $511,400.04      $42,616.67
      12/01/03 _ 11/30/08      $600,894.96      $50,074.58

 Landlord and Tenant acknowledge  that the foregoing  Basic Rent schedule  is
 based on the  assumption that the  Secondary Relocation Date  is January  1,
 2004.  If the Secondary Relocation Date  is delayed as set forth in  Section
 2(b) of this  Amendment, then  Tenant shall  receive an  abatement of  Basic
 Monthly Rent equal to $9,037.71 per month (prorated on a daily basis for any
 partial months)  for  the  period  from January  1,  2004  through  the  day
 immediately preceding the Secondary Relocation Date.

 5.   Tenant's Pro Rata Share Percentage.  Notwithstanding the relocation  of
 the Second and Ninth Floor Premises  to Suite 400 on the Primary  Relocation
 Date, Tenant's Pro Rata Share Percentage shall remain as currently  provided
 in the  Lease until  the Secondary  Relocation  Date.  Effective  as of  the
 Secondary Relocation Date,  Item 4 of  the Basic Lease  Provisions shall  be
 amended to read as follows:

      4.   Tenant's Pro Rata Share  Percentage: 6.8850% (the Agreed  Rentable
           Area of the Premises  divided by the Agreed  Rentable Area of  the
           Building, expressed in a percentage).

 6.   Acceptance of Relocated Premises.  TENANT HEREBY ACCEPTS THE  RELOCATED
 PREMISES AND  THE  BUILDING  (INCLUDING THE  SUITABILITY  OF  THE  RELOCATED
 PREMISES FOR THE PERMITTED USE) IN "AS IS" CONDITION WITH ANY AND ALL FAULTS
 AND LATENT OR PATENT DEFECTS AND WITHOUT RELYING UPON ANY REPRESENTATION  OR
 WARRANTY (EXPRESS OR IMPLIED) OF LANDLORD OR ANY REPRESENTATIVE OF LANDLORD.
 LANDLORD HAS  NOT  MADE AND  DOES NOT  HEREBY MAKE  AND HEREBY  SPECIFICALLY
 DISCLAIMS ANY  REPRESENTATIONS  OR  WARRANTIES  OF  ANY  KIND  OR  CHARACTER
 WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE BUILDING (INCLUDING  THE
 RELOCATED PREMISES)  AND ITS  CONDITION  (INCLUDING WITHOUT  LIMITATION  ANY
 REPRESENTATION OR  WARRANTY  REGARDING  QUALITY OF  CONSTRUCTION,  STATE  OF
 REPAIR,  WORKMANSHIP,  MERCHANTABILITY,  SUITABILITY  OR  FITNESS  FOR   ANY
 PARTICULAR  PURPOSE).  Tenant  acknowledges  that  Landlord  shall  have  no
 construction obligations with  respect to  the Relocated  Premises and  that
 Tenant shall be responsible  for all costs associated  with moving from  the
 Current Premises to the Relocated Premises.

 7.   Parking. Paragraph 2 of Exhibit F to the Lease is hereby amended in its
 entirety to read as follows:

      Parking Rental.   The  monthly rent  for  the Reserved  Spaces  through
      November 30, 2008  shall equal  $35.00 (inclusive  of applicable  sales
      tax) per space for five (5) of the Reserved Spaces and $50.00 per space
      (plus applicable sales tax) for four (4) of the Reserved Spaces and the
      monthly rent through November 30, 2008 for the Unreserved Spaces  shall
      be $17.00 per space (inclusive of applicable sales tax).  All  payments
      of rent for parking spaces shall be made (i) at the same time as  Basic
      Monthly Rent is due  under the Lease  and (ii) to  Landlord or to  such
      persons (for example but without limitation, the manager of the Garage)
      as Landlord may direct from time to time.

 8.   Right of First Refusal.  Tenant shall have a right of first refusal  to
 lease the  Right of  First  Refusal Space  (defined  in Exhibit  B  attached
 hereto) in accordance with the terms of Exhibit B.  Effective as of the date
 of this Amendment, Tenant shall have  no other right of first refusal  under
 the Lease to lease any additional space in the Building and Exhibit C to the
 Eighth Amendment shall have no further force or effect.

 9.   Renewal Option.  Landlord and Tenant acknowledge that Tenant shall have
 the right to exercise its option to renew the Lease at the expiration of the
 Term (as extended by this Amendment) pursuant to the terms and provisions of
 Exhibit C to the Seventh Amendment.

 10.  Storage Premises.  Landlord and Tenant acknowledge that Tenant shall be
 entitled to continue to use the  Storage Premises for storage purposes  only
 on a month-to-month basis at no charge  in accordance with the terms of  the
 Lease.  Either Landlord or Tenant  shall be entitled to terminate the  lease
 of the Storage Premises by delivering thirty (30) days prior written  notice
 of termination to the other.

 11.  No Brokers.  Tenant warrants that it has had no dealings with any  real
 estate broker or agent in connection with the negotiation of this Amendment,
 and that it knows of no  real estate brokers or agents  who are or might  be
 entitled to a commission in connection  with this Amendment.  Tenant  agrees
 to indemnify and hold  harmless Landlord from and  against any liability  or
 claim arising in respect to any brokers or agents claiming a commission  by,
 through or under Tenant in connection with this Amendment.

 12.  Authority.  Tenant and each person signing this Amendment on behalf  of
 Tenant represents to Landlord  as follows: (i) Tenant  is a duly formed  and
 validly existing corporation  under the  laws of  the State  of Texas,  (ii)
 Tenant has and is qualified  to do business in  Texas, (iii) Tenant has  the
 full right and authority to enter into this Amendment, and (iv) each  person
 signing on behalf of Tenant was and continues to be authorized to do so.

 13.  Defined Terms.  All terms not  otherwise defined herein shall have  the
 same meaning assigned to them in the Lease.

 14.  Ratification of  Lease.   Except as  amended  hereby, the  Lease  shall
 remain in full force and effect in  accordance with its terms and is  hereby
 ratified.  In the event of a conflict between the Lease and this  Amendment,
 this Amendment shall control.

 15.  No Representations.    Landlord  and Landlord's  agents  have  made  no
 representations or  promises, express  or implied,  in connection  with  the
 Premises, the Relocated Premises or this  Amendment except as expressly  set
 forth herein.

 16.  Entire Agreement.   This Amendment, together  with the Lease,  contains
 all of  the agreements  of the  parties hereto  with respect  to any  matter
 covered or mentioned in this Amendment or the Lease, and no prior agreement,
 understanding or  representation  pertaining to  any  such matter  shall  be
 effective for any purpose.

      17.  Section  Headings.    The  section  headings  contained  in   this
 Amendment are for convenience only and shall in no way enlarge or limit  the
 scope or meaning of the various and several sections hereof.

      18.  Successors and Assigns.  The terms and provisions hereof shall  be
 binding upon  and inure  to the  benefit  of the  parties hereto  and  their
 respective successors and assigns.

      19.  Severability.    A  determination  that  any  provision  of   this
 Amendment is unenforceable or invalid shall not affect the enforceability or
 validity of  any  other provision  hereof  and any  determination  that  the
 application of any provision of this Amendment to any person or circumstance
 is illegal or unenforceable shall not affect the enforceability or  validity
 of such provision as it may apply to any other persons or circumstances.

 20.  Governing Law.   This Amendment shall  be governed by  the laws of  the
 State of Texas.

 21.  Exhibits.  Each exhibit attached hereto  is made a part hereof for  all
 purposes.

 22.  Submission of  Amendment Not  Offer.   The  submission by  Landlord  to
 Tenant of this Amendment  for Tenant's consideration  shall have no  binding
 force or effect, shall  not constitute an option,  and shall not confer  any
 rights  upon  Tenant  or  impose any  obligations upon Landlord irrespective
 of any reliance  thereon, change of position  or  partial performance.  This
 Amendment is effective and binding on  Landlord only upon the execution  and
 delivery of this Amendment by Landlord and Tenant.

      IN WITNESS WHEREOF, the parties have executed this Amendment as of  the
 date first above written.

 LANDLORD:                              TENANT:

 THE PRUDENTIAL INSURANCE COMPANY       AMERICAN HALLMARK INSURANCE
 OF AMERICA, a New Jersey corporation   COMPANY OF TEXAS, a Texas
 corporation

 By:  PM Realty Group, L.P.,
      a Delaware limited partnership,
      its duly authorized agent


 By:    __________________________      By:    __________________________
 Name:  __________________________      Name:  __________________________
 Title: __________________________      Title: __________________________

<PAGE>

                                 EXHIBIT A-1

                                   PREMISES

      This Exhibit is attached to and a part of that certain  Tenth Amendment
 to  Lease  Agreement  executed  by  and  between  The  Prudential  Insurance
 Company of America  and  American Hallmark Insurance Company  of Texas  (the
 "Amendment").  Any  capitalized  term  not  defined herein  shall  have  the
 meaning assigned to it in the Amendment.  Landlord and Tenant mutually agree
 that the attached floor plan is the floor plan for the Premises:

              [ATTACH DIAGRAM OF FIRST FLOOR PREMISES AND SUITE 400]


<PAGE>

                                 EXHIBIT A-2

                                   PREMISES

      This Exhibit is attached to and a part of that certain  Tenth Amendment
 to  Lease  Agreement  executed  by  and  between  The  Prudential  Insurance
 Company of  America and American Hallmark Insurance  Company  of Texas  (the
 "Amendment").   Any  capitalized term  not  defined herein  shall  have  the
 meaning assigned to it in the Amendment.  Landlord and Tenant mutually agree
 that the attached floor plan is the floor plan for the Premises:

                 [ATTACH DIAGRAM OF SUITE 400 AND SUITE 405]


<PAGE>

                                  EXHIBIT B

                       TENANT'S RIGHT OF FIRST REFUSAL
                  (ALL TERMS BASED ON THIRD PARTY STATEMENT)

     This Exhibit is attached to and  a part of that certain  Tenth Amendment
 to  Lease  Agreement  executed  by  and  between  The  Prudential  Insurance
 Company of  America and American Hallmark Insurance Company  of  Texas  (the
 "Amendment").  Any  capitalized term  not  defined  herein  shall  have  the
 meaning assigned to it in the Amendment.  Landlord and Tenant mutually agree
 as follows:

 A.  Prior to leasing  any of  the space known  as (i)  Suite 403  containing
     approximately  1,657  square  feet  of  Agreed  Rentable  Area   on  the
     fourth (4th) floor  of the Building,  and  (ii)  Suite  405A, containing
     approximately 1,378 square feet  of Agreed Rentable  Area on the  fourth
     (4th) floor of  the Building, each  as shown on  Schedule I attached  to
     this Exhibit  (collectively, the  "Right of  First Refusal  Space",  and
     containing approximately  3,035 square  feet of  Agreed Rentable  Area),
     Landlord shall deliver to Tenant a written statement ("Statement") which
     shall reflect  Landlord's and  the prospective  tenant's agreement  with
     respect to rent,  term, finish  allowances, tenant  inducements and  the
     description  of  the applicable  Right of  First Refusal  Space.  Tenant
     shall have five (5) days after receipt of the Statement within which  to
     notify Landlord in writing that it desires to lease the applicable Right
     of First Refusal Space  upon the terms and  conditions contained in  the
     Statement.  Failure by  Tenant to notify Landlord  within such five  (5)
     day period  shall be  deemed an  election  by Tenant  not to  lease  the
     applicable Right  of First  Refusal Space  and Landlord  shall have  the
     right to lease such space to  the prospective tenant upon the terms  and
     conditions contained  in the Statement.  If Landlord enters into such  a
     lease with the prospective tenant within  180 days after the  expiration
     of such five (5) day period,  Tenant shall have no further rights  under
     this Exhibit with respect to the Right of First Refusal Space covered by
     such lease.

 B.  Notwithstanding the  foregoing, if  the  prospective tenant  desires  to
     lease additional space on the same  floor as the Right of First  Refusal
     Space covered by the Statement in addition to the Right of First Refusal
     Space, Tenant must lease  all space on such  floor that the  prospective
     tenant desires to lease if Tenant  elects to lease the applicable  Right
     of First Refusal Space.

 C.  Further notwithstanding any  provision or inference  in this Exhibit  to
     the contrary,  the Right  of First  Refusal shall  expire and  be of  no
     further force or effect on the earlier of (i) the expiration or  earlier
     termination of the  Term of this  Lease expiring on  November 30,  2008,
     (ii) a default by Tenant under  this Lease, (iii) an assignment of  this
     Lease by  Tenant or  (iv) the  sublease of  all or  any portion  of  the
     Premises by Tenant.

<PAGE>


                           SCHEDULE I TO EXHIBIT B

                         RIGHT OF FIRST REFUSAL SPACE

      This Schedule is attached to and a part of that certain Tenth Amendment
 to Lease executed by and between The Prudential Insurance Company of America
 and American Hallmark Insurance Company of Texas.