EXHIBIT 10 (a)



                     SEVENTH AMENDMENT TO LEASE AGREEMENT

      THIS SEVENTH AMENDMENT TO LEASE AGREEMENT (this "Amendment") is entered
 into as  of  the 7th  day  of June,  2000,  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 (the "Third Amendment") 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 and  that certain  Sixth Amendment  to Lease  Agreement
 dated as of March 2, 1999  (such Office Lease Agreement, as amended,  herein
 called  the  "Lease"),  Landlord  leased   to  Tenant  certain  space   (the
 "Premises") in the  building known as  The Princeton  (the "Building")  more
 particularly described therein;

      WHEREAS, the Premises  (excluding the Storage  Premises [as defined  in
 the Third Amendment]) currently  consist of 23,641  square feet of  rentable
 area on the ninth (9th) and second (2nd) floors of the Building;

      WHEREAS, the Term of the Lease expires on November 30, 2000 and  Tenant
 desires to extend the Term for an additional seven (7) years to November 30,
 2007;

      WHEREAS, Tenant  desires to  lease from  Landlord an  additional  1,304
 square feet of Agreed Rentable Area located on the first (1st) floor of  the
 Building, and shown as  the "Expansion Space" on  Exhibit A attached  hereto
 (such space, the "Expansion Space");

      WHEREAS, subject to the terms and conditions set forth herein, Landlord
 has agreed to extend the Term  of the Lease to  November 30, 2007 and  lease
 the Expansion Space to Tenant; and

      WHEREAS, Landlord and Tenant desire to amend the Lease to reflect their
 agreements as to  the terms and  conditions governing the  extension of  the
 Term of the Lease to November 30,  2007 and Tenant's lease of the  Expansion
 Space.

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

 1.   Premises.  Landlord shall lease to  Tenant and Tenant shall lease  from
 Landlord the  Expansion Space  on December  1, 2000.   Therefore,  effective
 December 1, 2000, Item 2 of the  Basic Lease Provisions shall be deleted  in
 its entirety and the following shall be substituted in lieu thereof:
<PAGE>

      2.   Premises:
           Suite(s) #: 900,  205, 215  and 123;  Floor(s): a  portion of  the
           first, second and ninth floors.
           Agreed Rentable Area: 24,945 square feet.

 Notwithstanding the  foregoing, Tenant  shall have  the right  to lease  the
 Expansion Space  prior to  December 1,  2000 by  delivering notice  of  such
 election to Landlord prior to December 1, 2000.  In the event Tenant  elects
 to lease the Expansion Space prior to December 1, 2000, Landlord and  Tenant
 shall enter into a  temporary space agreement covering  the period prior  to
 December 1, 2000 that Tenant leases the Expansion Space.

 2.    Rent.    Effective  December  1,  2000, Item  3  of  the  Basic  Lease
 Provisions shall  be amended  by adding  the  following at  the end  of  the
 existing Basic Rent schedule:

                          Rate Per Square       Basic          Basic
           Rental         Foot of Agreed        Annual         Monthly
           Period         Rentable Area         Rent           Rent
           ------         ---------------       ------         -------
      12/1/00 - 11/30/03  $20.00              $498,900.00    $41,575.00
      12/1/03 - 11/30/07  $23.50              $586,207.56    $48,850.63

 3.   Tenant's Pro Rata Percentage.   Effective December 1,  2000, Item 4  of
 the Basic Lease Provisions shall be amended to read as follows:

      Tenant's Pro Rata Share Percentage:  6.7196% (the Agreed Rentable  Area
      of the Premises divided  by the Agreed Rentable  Area of the  Building,
      expressed in a percentage).

 4.   Operating Expense Stops.  Effective December 1, 2000, Items 5 and 6  of
 the Basic Lease Provisions shall be amended to read as follows:

      Tenant's Operating Expense  Stop.  Equal  to actual Operating  Expenses
      for the calendar year  2001, grossed up  in accordance with  subsection
      2.202 of the Supplemental Lease Provisions (see Article 2, Supplemental
      Lease Provisions).

      Tenant's Real Estate Taxes Stop.  Equal to actual Real Estate Taxes for
      the calendar year 2001 (see Article 2, Supplemental Lease Provisions).

 5.   Term.  Item 7 of the Basic Lease Provisions is deleted in its  entirety
 and the following is substituted in lieu thereof:

      7.   Term: Approximately twelve (12) years and eleven (11) months  (see
           Article 1, Supplemental Lease Provisions).

 6.   Expiration Date.     Item 9  of the  Basic Lease  Provisions is  hereby
 deleted in its entirety and the following is substituted in lieu thereof:

      9.   Expiration Date:  November 30,  2007 (see Article 1,  Supplemental
 Lease Provisions).
<PAGE>

 7.   Address for Notice.  The address for notices to the Landlord set  forth
 in Item 15 of the Basic Lease Provisions is hereby amended  in  its entirety
 to the following:

      The Prudential Insurance Company of America
      c/o Kennedy-Wilson Properties of Texas Ltd., Inc.
      14651 Dallas Parkway, Suite 101
      Dallas, Texas 75240
      Attention: Property Manager
      Fax: (972) 788-1179

      AND IF NOTICE OF DEFAULT, COPY TO:
      The Prudential Insurance Company of America
      Law Department
      8 Campus Drive
      Parsippany, New Jersey 07054

 8.   Additional Rent.  Effective December 1, 2000, Subsection 2.201(a) shall
      be amended to read as follows:

           "Additional Rent", for a particular calendar year shall equal  the
      sum of (i) Tenant's Pro Rata Share  Percentage (as set forth in Item  4
      of the Basic Lease Provisions) multiplied  by the amount by which  Real
      Estate Taxes (as  hereinafter defined) for  such year exceeds  Tenant's
      Real Estate Taxes  Stop (as  set forth  in Item  6 of  the Basic  Lease
      Provisions) plus (ii) Tenant's Pro Rata Share Percentage multiplied  by
      the amount by  which Operating  Expenses (as  hereinafter defined)  for
      such calendar year exceed Tenant's Operating Expense Stop (as set forth
      in Item 5 of the Basic  Lease Provisions) plus (iii) Tenant's Pro  Rata
      Share Percentage  multiplied  by  Additional  Pass  Through  Costs  (as
      hereinafter defined) for such calendar year.

 9.   Parking. Effective December 1, 2000, Paragraphs 1 and 2 of Exhibit F to
 the Lease shall be amended in its entirety to read as follows

      Parking Spaces.  So long as  the Lease remains in effect, Tenant  shall
      rent in and on top of the Garage  on (i) a reserved basis, (5)  parking
      spaces (the "Reserved Spaces") during the term of this Lease, and  (ii)
      an unreserved and  non-exclusive basis one  hundred thirty-three  (133)
      parking spaces (the "Unreserved Space").

      Parking Rental.   The  monthly rent  for  the Reserved  Spaces  through
      November 30, 2007 shall equal $35.00 per space (inclusive of applicable
      sales tax)  and the  monthly rent  through November  30, 2007  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.

 10.  Amendment to Exhibit A.  Effective December 1, 2000, Exhibit A attached
 hereto shall be incorporated into and made a part of Exhibit A to the Lease.
<PAGE>

 11.  Monument Sign.   At such time as First American Bank Texas, SSB ("FAB")
 is no longer entitled to have or use the monument sign currently located  on
 the east side of the Building  and containing FAB's corporate name and  logo
 (the "FAB Monument Sign"),  which date shall be  the earlier of January  10,
 2001 or  the earlier  termination  of FAB's  lease,  Tenant shall  have  the
 following signage rights:

        Notwithstanding anything in  the Lease to the contrary, and  provided
      that Tenant occupies and the Premises consist of at least 20,000 square
      feet of Agreed Rentable Area, Tenant shall have the right, at  Tenant's
      expense, to install  a monument sign  in the same  location as the  FAB
      Monument  Sign  containing   Tenant's  corporate  identification   (the
      "Monument Sign");  provided  that  (i)  Tenant  obtains  all  necessary
      approvals  from  the  City  of   Dallas  and  all  other   governmental
      authorities having  jurisdiction  over  Tenant, the  Property,  or  the
      Monument Sign, (ii) the Monument Sign conforms to all applicable  laws,
      rules  and   regulations  of   any  governmental   authorities   having
      jurisdiction over the Monument Sign or  the Property, and (iii)  Tenant
      delivers to Landlord certificates of insurance evidencing that Tenant's
      contractors, agents, workmen, engineers or other persons installing the
      Monument Sign  have  in  effect valid  workmen's  compensation,  public
      liability and  builder's  risk  insurance  in  amounts  and  with  such
      companies and  in such  forms as  Landlord  may consider  necessary  or
      appropriate  for  its  protection.    The  design  (including   without
      limitation, the color scheme and lettering  size and type) and size  of
      the Monument Sign are  all subject to the  approval of Landlord in  its
      sole discretion.    Tenant shall  pay  all costs  associated  with  the
      Monument Sign,  including  without limitation,  installation  expenses,
      maintenance and repair costs, utilities (if Tenant elects to illuminate
      the Monument  Sign) and  insurance.   Tenant shall  indemnify and  hold
      Landlord harmless from and against any and all claims, demands,  fines,
      liabilities, costs,  expenses, damages,  actions and  causes of  action
      accruing from or related  to the Monument Sign,  EVEN IF CAUSED BY  THE
      NEGLIGENCE OF  LANDLORD OR  IF LANDLORD  IS STRICTLY  LIABLE  THEREFOR;
      provided that the foregoing  indemnity shall not apply  to any acts  of
      Landlord or Landlord's agents in connection with Landlord's removal  or
      replacement of  the Monument  Sign under  Landlord's rights  set  forth
      herein.   Tenant agrees  that, subject  to Section  2.2 of  the  Lease,
      Landlord shall have  the right to  temporarily remove  and replace  the
      Monument Sign in connection with and during the course of any  repairs,
      changes, alterations, modifications,  renovations or  additions to  the
      Building or the Property.  Tenant  shall maintain the Monument Sign  in
      good condition.  If Tenant is in  default under the Lease or if  Tenant
      vacates a substantial portion of the Premises (which shall be  presumed
      if Tenant is  absent from  the Premises  for one  hundred eighty  (180)
      consecutive days or more), Tenant's rights with respect to the Monument
      Sign shall terminate and Landlord shall have the option to remove  such
      signage at Tenant's sole cost and  expense.  Upon the earlier to  occur
      of  (i)  expiration  or  earlier  termination  of  the  Lease  or  (ii)
      termination of Tenant's right to have the Monument Sign, Tenant  shall,
      at its sole cost and expense,  remove the Monument Sign and repair  all
      damage caused by such removal.  The right to install the Monument  Sign
      is personal to the  Tenant listed in the  first paragraph of the  Lease
      and Affiliates (as defined in Rider 1 to the Lease) thereof, and is not
      assignable  to  any  other  tenant  under  this  Lease  other  than  an
      Affiliate.
<PAGE>

 12.  Refurbishment of the Premises and  Construction of Improvements in  the
 Expansion Space.    Landlord shall  refurbish  the Premises  (including  the
 Expansion Space)  in accordance  with the  Work  Letter attached  hereto  as
 Exhibit A.  Except  as set forth in  the preceding sentence, Landlord  shall
 have no  construction  obligations  with respect  to  the  Premises  or  the
 Expansion Space.

 13.  Delivery of Expansion  Space and Acceptance  of Premises.   Subject  to
 Landlord's obligations set forth in Section 12 above, TENANT HEREBY  ACCEPTS
 THE PREMISES, INCLUDING THE EXPANSION SPACE AND THE BUILDING (INCLUDING  THE
 SUITABILITY OF  THE  EXPANSION SPACE  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  EXPANSION SPACE),  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).

 14.  Acceptance of  Expansion Space.   Upon  Substantial Completion  of  the
 Tenant's Improvements  in the  Expansion Space,  Landlord and  Tenant  shall
 execute an Acceptance of  Premises Memorandum in  substantially the form  of
 the  Acceptance  of Premises Memorandum attached  to the Lease as Exhibit E.
 If Tenant occupies the  Expansion Space without  executing an Acceptance  of
 Premises Memorandum, Tenant shall be deemed  to have accepted the  Expansion
 Space and Tenant's  Improvements (as  defined in  the Work  Letter) for  all
 purposes.

 15.  Storage Premises.  From and after  December 1, 2000 (assuming  Tenant's
 rights to use the  Storage Premises is not  terminated prior to such  date),
 Tenant shall be entitled to continue to use the Storage Premises for storage
 purposes only on a  month-to-month basis at no  charge.  Either Landlord  or
 Tenant shall be  entitled terminate  the lease  of the  Storage Premises  by
 delivering thirty (30) days prior notice of termination to the other.

 16.  Renewal Option.   Tenant shall  have the right  to renew  the Lease  in
 accordance with Exhibit C attached hereto.   Except as set forth in  Exhibit
 C, Tenant shall have no renewal rights under the Lease.

 17.  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
 other than  The  Staubach  Company ("Tenant's  Broker")  and  Kennedy-Wilson
 Properties of Texas Ltd., Inc. ("Landlord's  Broker"), and that it knows  of
 no other 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 in connection with
 this Amendment other than Tenant's Broker and Landlord's Broker.

 18.  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.
<PAGE>

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

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

 21.  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.

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

 23.  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.

 24.  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.

 25.  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.

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

 LANDLORD:                               TENANT:

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


 By:  Kennedy-Wilson Properties of Texas
      Ltd., Inc., its duly authorized agent



 By:                                     By:
 Name: Bernard Deaton                    Name:
 Raymond Kilgore
 Title:  Senior Managing Director        Title:

<PAGE>

                                  EXHIBIT A
                             THE EXPANSION SPACE

      This Exhibit  is  attached  to  and a  part  of  that  certain  Seventh
 Amendment to  Lease Agreement  dated as  of June  7, 2000,  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 Expansion Space:
<PAGE>

                                  EXHIBIT B

                                 WORK LETTER
                    PLANS TO BE APPROVED/FINISH ALLOWANCE

      This Exhibit  is  attached  to  and a  part  of  that  certain  Seventh
 Amendment to Lease dated  as of June  7, 2000, 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:

 1.   Plans.

 1.1  Space Plan.  Landlord's designated space planner, at Tenant's  expense,
 shall prepare and deliver to Tenant a space plan for the Premises (including
 the Expansion Space) showing,  regardless of the  quantities of such  items,
 the location of  all partitions and  doors and the  lay-out of the  Premises
 (including the Expansion Space).   Tenant will at  all times cooperate  with
 Landlord's space planner, furnishing all reasonable information and material
 concerning Tenant's  organization, staffing,  growth expectations,  physical
 facility needs (including,  without limitation, needs  arising by reason  of
 the Disability Acts),  equipment, inventory, etc.,  necessary for the  space
 planner to efficiently and expeditiously arrive at an acceptable lay-out  of
 the Premises  (including  the Expansion  Space).   Tenant  will  approve  or
 disapprove in writing the  space plan within three  (3) business days  after
 receipt from Landlord and if disapproved, Tenant shall provide Landlord  and
 Landlord's space planner with specific reasons  for disapproval.  If  Tenant
 fails to approve or disapprove the space plan  on or before the end of  such
 three (3) business day period, Tenant  shall be deemed to have approved  the
 last submitted space plan.   The foregoing process  shall be repeated  until
 Tenant has approved  (which shall include  deemed approval)  the space  plan
 (such space plan, when approved by  Landlord and Tenant, is herein  referred
 to as the "Space Plan").

 1.2  Compliance  With  Disability  Acts.    Tenant  shall  promptly  provide
 Landlord and Landlord's space planner and/or architect, as applicable,  with
 all information needed to cause the construction of Tenant's Improvements to
 be completed such that Tenant , the Premises (including the Expansion Space)
 and Tenant's Improvements (as  constructed) will be  in compliance with  the
 Disability Acts. Tenant  shall be responsible  for and  shall indemnify  and
 hold harmless Landlord from and against any and all claims, liabilities  and
 expenses (including,  without  limitation  reasonable  attorneys'  fees  and
 expenses) incurred  by or  asserted  against Landlord  by  reason of  or  in
 connection with any violation of the provisions of Tex. Rev. Civ. Stat. Ann.
 art. 9102  and  the Americans  With  Disabilities  Act of  1990,  42  U.S.C.
 [SS] 12101-12213 (collectively, the "Disability Acts")  arising from or  out
 of (x) information or design and space plans furnished to Landlord by Tenant
 (or the lack of complete and  accurate information so furnished)  concerning
 Tenant's Improvements, (y)  Tenant's employer-employee  obligations, or  (z)
 after the Expansion  Space Commencement  Date, violations  by Tenant  and/or
 Tenant's Improvements or the  Expansion Space not  being in compliance  with
 the Disability  Acts as  the result  of  changes in  regulations or  law  or
 interpretations thereof not in  effect on December 1,  2000.  The  foregoing
 indemnity shall not include any  claims, liabilities or expenses  (including
 reasonable attorneys' fees and  expenses) arising out  of the negligence  or
 gross negligence of Landlord or Landlord's employees, agents or contractors.
<PAGE>
 Without  limiting   the   foregoing,   if   Landlord   constructs   Tenant's
 Improvements based on any special  requirements or improvements required  by
 Tenant, or upon  information furnished  by Tenant  that later  proves to  be
 inaccurate or incomplete resulting in any violation of the Disability  Acts,
 Tenant shall be solely  liable to correct such  violations and to bring  the
 improvements into  compliance with  the Disability  Acts as  promptly as  is
 practicable.

 1.3  Construction Plans.  On  or before thirty (30)  days after approval  of
 the Space Plan, Landlord's space planner and engineer, at Tenant's  expense,
 will prepare construction plans (such construction plans, when approved, and
 all changes  and amendments  thereto agreed  to by  Landlord and  Tenant  in
 writing, are herein  called the "Construction  Plans") for  all of  Tenant's
 improvements requested pursuant to the Space Plan (all improvements required
 by the  Construction  Plans  are  herein  called  "Tenant's  Improvements"),
 complete  detail  and  finish  drawings  for  partitions,  doors,  reflected
 ceiling, telephone  outlets, electrical  switches and  outlets and  Building
 standard heating, ventilation  and  air conditioning equipment and controls.
 Within five  (5) business  days after  construction plans  are delivered  to
 Tenant, Tenant  shall  approve (which  approval  shall not  be  unreasonably
 withheld) or disapprove  same in writing  and if  disapproved, Tenant  shall
 provide Landlord and Landlord's space planner and engineer specific  reasons
 for  disapproval.     The  foregoing  process   shall  continue  until   the
 construction plans are approved by Tenant; provided that if Tenant fails  to
 respond in any five (5) business day period, Tenant shall be deemed to  have
 approved the last submitted construction plans.

 1.4  Changes to Approved Plans.  If any re-drawing or re-drafting of  either
 the Space  Plan  or  the Construction  Plans  is  necessitated  by  Tenant's
 requested changes (all  of which shall  be subject to  approval by  Landlord
 and, if applicable, the Texas Department  of Licensing & Regulation and  any
 other governmental agency or authority to which the plans and specifications
 are required  to  be submitted),  the  expense  of any  such  re-drawing  or
 re-drafting required in connection therewith and the expense of any work and
 improvements necessitated by such re-drawing or re-drafting will be  charged
 to Tenant.

 1.5  Coordination of Planners and  Designers.  If  Tenant shall arrange  for
 interior design services, whether with Landlord's space planner or any other
 planner or designer, it shall be Tenant's responsibility to cause  necessary
 coordination of its agents' efforts with Landlord's agents to ensure that no
 delays are caused  to either the  planning or construction  of the  Tenant's
 Improvements.

 2.   Construction and Costs of Tenant's Improvements.

 2.1  Construction Obligation and Finish Allowance.

      (a)  Landlord shall solicit bids from at least three (3) contractors to
           construct the Tenant's Improvements, and unless otherwise approved
           by Tenant, shall select the lowest qualified bidder to perform the
           construction.  Landlord agrees to construct Tenant's Improvements,
           at Tenant's cost  and expense; provided,  however, Landlord  shall
           provide Tenant with an allowance equal to $8.00 per square foot of
           Agreed Rentable  Area in  the  Premises (including  the  Expansion
           Space)  (i.e.,  $199,560.00)   (the  "Finish  Allowance"),   which
           allowance shall be disbursed by Landlord,  from time to time,  for
<PAGE>
           payment  of  (in  the  following  priority)  the  following  costs
           (collectively referred  to  as  the "Permitted  Costs"):  (i)  the
           contract sum required to be paid to the general contractor engaged
           to construct Tenant's Improvements (the "Contract Sum"), (ii)  the
           fees of  the preparer  of the  Space Plan  and Construction  Plans
           (such fees,  the  "Planning Fees");  and  (iii) such  other  costs
           related  to  the  leasehold   improvements  (such  as   equipment,
           appliances and furnishings) incurred by Tenant, including  without
           limitation, data  and  telephone cabling  costs,  security  costs,
           furniture, fixture  and  equipment  costs,  and  relocation costs.
           Landlord shall not  charge any fee  in connection with  Landlord's
           administration of the  construction of  Tenant's Improvements  and
           Landlord shall  not  require  a payment  or  performance  bond  in
           connection with construction of the Tenant's Improvements.  In the
           event any Finish Allowance remains unexpended after payment of the
           Permitted Costs, such unexpended  amount shall be applied  against
           Tenant's obligation to pay Basic Rent under the Lease.

      (b)  Title to  any  equipment, appliances,  furnishings  or  personalty
           installed in the Expansion Space and purchased with any portion of
           the Finish Allowance shall  pass to Landlord  upon payment of  the
           invoice  cost  thereof  and  Tenant  shall  not  remove  any  such
           equipment,  appliances,   furnishings  or   personalty  from   the
           Expansion Space without Landlord's express, prior written  consent
           or unless requested by Landlord in connection with the  expiration
           or earlier termination of the Lease.

 2.2  Excess Costs. If  the sum  of the  Permitted Costs  exceeds the  Finish
 Allowance, then Tenant  shall pay all  such excess  costs ("Excess  Costs"),
 provided, however, Landlord will, prior to the commencement of  construction
 of Tenant's Improvements, advise Tenant of the Excess Costs, if any, and the
 Contract Sum.  Tenant shall  have two (2) business  days from and after  the
 receipt of such advice  within which to approve  or disapprove the  Contract
 Sum and Excess Costs.  If Tenant fails to approve same by the expiration  of
 the second such business day, then  Tenant shall be deemed to have  approved
 the Proposed  Contract Sum  and Excess  Costs.   If Tenant  disapproves  the
 Contract Sum and Excess Costs within such two (2) business day period,  then
 Tenant shall  either reduce  the scope  of Tenant's  Improvements such  that
 there shall be no Excess Costs or, at Tenant's option, Landlord shall obtain
 two (2) additional bids, provided that if Tenant requests Landlord to obtain
 two (2) additional bids and Tenant fails to approve the Excess Costs  within
 three (3) business days  after Landlord's notification  of the Excess  Costs
 taking such additional bids  into consideration, Tenant  shall be deemed  to
 have approved the Contract Sum and  Excess Costs as determined by  reference
 to the lowest submitted bid.  Landlord and Tenant must approve (or be deemed
 to have  approved)  the  Contract  Sum  for  the  construction  of  Tenant's
 Improvements in writing prior to the commencement of construction.

 2.3  Construction Deposit.  Tenant  shall remit to  Landlord an amount  (the
 "Prepayment") equal to one-half (1/2) of the projected Excess Costs, if any,
 within five (5) working days after commencement of construction by Landlord.
 On or  prior to the Expansion Space Commencement Date, Tenant shall  deliver
 to Landlord the actual Excess Costs,  minus  the Prepayment previously paid.
 Failure by Tenant  to timely tender  to Landlord the  full Prepayment  shall
 permit Landlord to stop all work until the Prepayment is received.  All sums
 due Landlord under this Section 2.3 shall be considered Rent under the terms
 of the Lease and nonpayment shall  constitute a default under the Lease  and
 entitle Landlord to any and all remedies specified in the Lease.
<PAGE>

 2.4  Liens Arising from Excess  Costs.  Tenant agrees  to keep the  Premises
 (including  the  Expansion  Space)  free  from  any  liens  arising  out  of
 nonpayment of Excess Costs.  In  the event that any  such lien is filed  and
 Tenant, within ten (10) days following such filing fails to cause same to be
 released of record by  payment or posting of  a proper bond, Landlord  shall
 have, in addition  to all  other remedies provided  herein and  by law,  the
 right, but not  the obligation, to  cause the same  to be  released by  such
 means as it  in its sole  discretion deems proper,  including payment of  or
 defense against  the claim  giving rise  to such  lien.   All sums  paid  by
 Landlord in connection therewith shall constitute Rent under the Lease and a
 demand obligation  of Tenant  to Landlord  and  such obligation  shall  bear
 interest at the rate provided for in Section 15.10 of the Supplemental Lease
 Provisions from  the date  of payment  by Landlord  until the  date paid  by
 Tenant.

 3.   Substantial Completion and Punch List.  When Landlord has  sufficiently
 completed the Tenant's  Improvements in  the Expansion  Space in  accordance
 with the Construction Plans so that Tenant can reasonably use the  Expansion
 Space for the  Permitted Use (as  described in Item  10 of  the Basic  Lease
 Provisions), Landlord will notify  Tenant and within  two (2) business  days
 thereafter, Landlord's  representative  and  Tenant's  representative  shall
 conduct a walk-through  of the Expansion  Space and  identify any  necessary
 touch-up work, repairs and minor completion items as are necessary for final
 completion of Tenant's Improvements.  Neither Landlord's representative  nor
 Tenant's representative shall unreasonably  withhold his agreement on  punch
 list items.  Landlord will use reasonable efforts to cause the contractor to
 complete all  punch  list items  within  thirty (30)  days  after  agreement
 thereon.

 4.   Tenant's Contractors.  If Tenant should  desire to enter the  Expansion
 Space or  authorize  its  agent  to  do so  prior  to  the  Expansion  Space
 Commencement Date of the  Lease, to perform approved  work not requested  of
 the Landlord, Landlord shall permit such entry if:

      (a)  Tenant shall  use  only  such  contractors  which  Landlord  shall
           approve in  its  reasonable  discretion; provided  that  any  work
           affecting the  electrical  systems of  the  Building or  the  HVAC
           systems of the Building  shall be performed  by an electrician  or
           HVAC vendor listed on  the Building approved contractors  provided
           by Landlord to Tenant; and

      (b)  Landlord shall have approved the plans  to be utilized by  Tenant,
           which approval will not be unreasonably withheld; and

      (c)  Tenant, its  contractors,  workmen,  mechanics,  engineers,  space
           planners  or  such  others  as  may  enter  the  Expansion   Space
           (collectively, "Tenant's Contractors"), work  in harmony with  and
           do not  in any  way disturb  or  interfere with  Landlord's  space
           planners, architects, engineers,  contractors, workmen,  mechanics
           or other agents or independent  contractors in the performance  of
           their work  (collectively,  "Landlord's  Contractors"),  it  being
           understood  and  agreed  that  if  entry  of  Tenant  or  Tenant's
           Contractors would  cause,  has caused  or  is causing  a  material
           disturbance to Landlord or  Landlord's Contractors, then  Landlord
           may,  with  notice,  refuse  admittance  to  Tenant  or   Tenant's
           Contractors causing such disturbance; and
<PAGE>

      (d)  Tenant,  Tenant's  Contractors  and  other  agents  shall  provide
           Landlord sufficient  evidence  that  each is  covered  under  such
           Worker's  Compensation,  public  liability  and  property   damage
           insurance as Landlord may reasonably  request  for its protection.
           All insurance maintained by any contractor performing work in  the
           Building must  name Landlord  and Property  Manager as  additional
           insureds.

 Landlord shall  not be  liable for  any injury,  loss or  damage to  any  of
 Tenant's installations or decorations  made prior to substantial  completion
 of the Tenant's  Improvements in the  Expansion Space and  not installed  by
 Landlord.  Tenant shall indemnify and hold harmless Landlord and  Landlord's
 Contractors  from  and  against  any   and  all  costs,  expenses,   claims,
 liabilities and causes of action arising  out of or in connection with  work
 performed in the Premises (including the Expansion Space) by or on behalf of
 Tenant (but excluding work performed by Landlord or Landlord's Contractors).
 Such  entry by Tenant  and Tenant's Contractors pursuant  to this Section  4
 shall be deemed  to be  under all of  the terms,  covenants, provisions  and
 conditions of the Lease except the covenant to pay Rent.

 5.   Construction Representatives.  Landlord's and Tenant's  representatives
 for coordination of construction  and approval of change  orders will be  as
 follows, provided  that  either party  may  change its  representative  upon
 written notice to the other:


 LANDLORD'S REPRESENTATIVE:

      NAME:     Berry Stephens
      ADDRESS:  14651 Dallas Parkway, Suite 101
                Dallas, Texas 75240
      PHONE:    (214) 871-6692
      FAX:      (214) 871-4644


 TENANT'S REPRESENTATIVE:

      NAME:     Raymond Kilgore
      ADDRESS:  14651 Dallas Parkway, Suite 900
                Dallas, Texas 75240
      PHONE:    (972) 934-2400
      FAX:      (972) 934-1332

<PAGE>
                                  EXHIBIT C

                                RENEWAL OPTION


      This Exhibit  is  attached  to  and a  part  of  that  certain  Seventh
 Amendment to Lease dated  as of June  7, 2000, 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:

 1.   If, and only if,  on the Expiration Date  and the date Tenant  notifies
      Landlord of its intention to renew the term of this Lease (as  provided
      below), (i) Tenant is not in default under this Lease, (ii) Tenant then
      occupies and the  Premises then consists  of at  least 23,641  rentable
      square feet and  (iii) this  Lease is in  full force  and effect,  then
      Tenant, but not any assignee or subtenant of Tenant, shall have and may
      exercise an option to renew this  Lease for one (1) additional term  of
      five (5) years (the "Renewal Term") upon the same terms and  conditions
      contained in this Lease with the  exceptions that (x) this Lease  shall
      not be further available for renewal and (y) the rental for the Renewal
      Term shall be the  "Renewal Rental Rate".   The Renewal Rental Rate  is
      hereby defined to  mean the then  prevailing rents (including,  without
      limitation, those similar to the Basic Annual Rent and Additional Rent)
      payable by  renewal  tenants  having a  credit  standing  substantially
      similar to that of Tenant, for properties of equivalent quality,  size,
      utility and location as the Premises, including any additions  thereto,
      located within the area described below  and leased for a renewal  term
      approximately equal to the Renewal Term.  The Renewal Rental Rate  will
      take into consideration the tenant  inducements offered in the  renewal
      transactions considered by Landlord  in determining the Renewal  Rental
      Rate.

 2.   If Tenant desires to renew this  Lease, Tenant must notify Landlord  in
      writing of its intention  to renew on  or before the  date which is  at
      least nine (9) months but no more than twelve (12) months prior to  the
      Expiration Date.   Landlord  shall, within  the next  sixty (60)  days,
      notify Tenant in  writing of  Landlord's determination  of the  Renewal
      Rental Rate  and  Tenant  shall,  within  the  next  twenty  (20)  days
      following receipt  of Landlord's  determination of  the Renewal  Rental
      Rate, notify Landlord in writing of Tenant's acceptance or rejection of
      Landlord's determination of the Renewal Rental Rate.  If Tenant  timely
      notifies Landlord of Tenant's acceptance of Landlord's determination of
      the Renewal  Rental Rate,  this Lease  shall  be extended  as  provided
      herein and Landlord and  Tenant shall enter into  an amendment to  this
      Lease to  reflect the  extension of  the term  and changes  in Rent  in
      accordance with this Rider.  If (x) Tenant timely notifies Landlord  in
      writing of  Tenant's  rejection  of  Landlord's  determination  of  the
      Renewal Rental Rate or (y) Tenant  does not notify Landlord in  writing
      of Tenant's acceptance or rejection of Landlord's determination of  the
      Renewal Rental  Rate within  such twenty  (20) day  period, this  Lease
      shall end on  the Expiration Date  and Landlord shall  have no  further
      obligations or liability hereunder.

 3.   The market area with respect to  which the Renewal Rental Rate will  be
      determined is  LBJ Freeway  to the  south, Preston  Road to  the  east,
      Midway Road to the west and Frankford to the north.