Exhibit 10.1

                              GROSS LEASE AGREEMENT

                                   1. PARTIES

     This Gross Lease  Agreement (the  "Lease"),  dated as of April 28, 2003, is
made by and between West Harris Property,  Inc.  ("Landlord"),  1703 North Peyco
Drive, Arlington,  Texas 76001-6798, and U.S. Global Aerospace, Inc., a Delaware
corporation ("Tenant").

                                   2. PREMISES

     Landlord hereby leases to Tenant and Tenant hereby leases from Landlord for
the term, at the rental, and upon all of the conditions set forth in this Lease,
the real property situated in the City of Arlington, County of Tarrant, State of
Texas,  commonly  known  as 1016  Harris  Rd.,  Arlington  TX and  described  as
approximately  39,000  SF  Building  on Block 1, Lot 17 in the  Arlington  South
Industrial  Park.  Said real property,  including the land and all  improvements
located on the land, is defined in this Lease as "the Premises". Vehicle Parking
Spaces Allocated to Tenant: all spaces on premises and as indicated on Site Plan
attached. No Parking in fire lanes (See Site Plan)

                                     3. TERM

     3.1 Term. The term of this Lease shall be for 37 months, commencing on _May
1, 2003 (the  "Commencement  Date") and ending on _May 31, 2006,  unless  sooner
terminated pursuant to any provisions of this Lease.

     3.2  Delay in  Commencement.  If for any  reason  Landlord  cannot  deliver
possession of the Premises to Tenant on the  Commencement  Date,  Landlord shall
not be subject to any liability for such failure,  nor shall such failure affect
the validity of this Lease or the  obligations  of Tenant  under this Lease,  or
extend the term of this Lease, but in such case Tenant shall not be obligated to
pay rent until  possession  of the  Premises is  tendered  to Tenant;  provided,
however,  that if Landlord shall not have  delivered  possession of the Premises
within 90 days from the Commencement  Date,  Tenant may, at Tenant's option,  by
notice in writing to Landlord following ten days after such notice,  cancel this
Lease.  If Landlord shall not have delivered  possession of the Premises  within
one year from the commencement  Date,  Landlord may, by notice in writing to the
Tenant  following ten days after such notice,  cancel the Lease. If either party
cancels  as set forth in this  Article  3.2,  Landlord  shall  return any monies
previously  deposited  by Tenant and the parties  shall be  discharged  from all
obligations under this Lease.

     3.3 Early  Possession.  In the event that  Landlord  shall permit Tenant to
occupy the premises prior to the  Commencement  Date,  such  occupancy  shall be
subject to all of the provisions of this Lease.  Such early possession shall not
advance the termination date of this Lease.

     3.4 Delivery of Possession. Tenant shall be deemed to have taken possession
of the Premises when Landlord delivers  possession of the Premises to Tenant. It
is expressly  understood and agreed,  however,  that Tenant shall bear all costs
and expenses  incurred with regard to obtaining a certificate  of occupancy from
any appropriate governmental entity; provided, however, that Tenant shall not be
deemed to have taken possession of the Premises until a certificate of occupancy
is obtained. Landlord represents that it reasonably believes, after due inquiry,
that a certificate of occupancy will be granted without required modification of
the Premises.  However,  if any modification is required in order to obtain such
certificate  of  occupancy  and Tenant is  unwilling  to pay the expense of such
modification,  then this Lease  shall be void and all  monies  paid by Tenant to
Landlord shall be returned to Tenant.

                                     4. RENT

     Tenant  shall pay to Landlord as rent for the  Premises the sum of $396,000
to be made in equal monthly  installments of $11,000,  in advance,  on the first
day of each month  during the term of this lease.  Tenant shall pay the Landlord
upon the  execution of this Lease the sum of $11,000 as rent for June 1, 2003 to
June 30, 2003 only.  Rent for any period  during the term of this Lease which is
for less than one month shall be a pro rata portion of the monthly  installment.
Rent  shall be  payable  without  notice or demand and  without  any  deduction,
offset,  or  attachment  in lawful  money of the  United  States of


<PAGE>

America to Landlord at the address stated in this Lease or to such other persons
or at such other places as Landlord may designate in writing.

                               5. SECURITY DEPOSIT

     Tenant shall deposit with Landlord upon  execution of this Lease the sum of
$11,000 as security for Tenant's  faithful  performance of Tenant's  obligations
under this Lease.  If Tenant  fails to pay rent or other  charges due under this
Lease,  or  otherwise  defaults  with  respect to any  provision  of this Lease,
Landlord  may use,  apply,  or retain all or any portion of said deposit for the
payment of any rent or other charge in default, for the payment of any other sum
to which  Landlord  may become  obligated by reason on Tenant's  default,  or to
compensate Landlord for any loss or damage which Landlord may suffer as a result
of such  default.  If  Landlord  so uses or applies  all or any  portion of said
deposit,  Tenant shall, within ten days after written demand,  deposit cash with
Landlord in an amount  sufficient to restore said deposit to the full amount set
forth above and Tenant's  failure to do so shall be a breach of this Lease,  and
Landlord  may,  at its  option,  terminate  this  Lease.  Landlord  shall not be
required to keep said  deposit  separate  from its general  accounts.  If Tenant
performs all of Tenant's  obligations  under this Lease, such deposit or so much
of the  deposit  as has not  been  applied  previously  by  Landlord,  shall  be
returned,  without payment of interest or other increment for its use, to Tenant
(or, at Landlord's  option,  to the last assignee,  if any, of Tenant's interest
under this Lease) within 30 days after the expiration of the term of this Lease,
or after Tenant has vacated the Premises,  whichever is later. In the event of a
sale of the land and building of which the Premises forms a part, Landlord shall
have the right to transfer  the  security  deposit to such  purchaser  or owner,
provided that such  purchaser has agreed in writing to be bound by the terms and
conditions  of this  Lease,  and  Landlord  shall be released by Tenant from all
liability for the return of such  security  deposit.  Subject to the  foregoing,
Tenant  agrees to look  solely to the new  purchaser  or owner for the return of
such security deposit.

                                     6. USE

     6.l  Use.  The  Premises  shall  be used and  occupied  only for  Research,
Development, Light Manufacturing and Storage.

     6.2 Compliance with Law. Tenant shall, at Tenant's expense, comply promptly
with all  applicable  statutes,  ordinances,  rules,  regulations,  orders,  and
requirements  in effect  during  the term or any part of the term of this  Lease
regulating the use by Tenant of the Premises.  Tenant shall procure, at Tenant's
sole expense,  any permits and licenses required for the transaction of Tenant's
business in the Premises. Tenant shall not use or permit the use of the Premises
in any manner that will tend to create waste, or a nuisance,  or, if there shall
be more than one tenant of the Building  containing  the  Premises,  which shall
tend to unreasonably disturb such other tenants. Tenant shall keep the Premises,
sidewalks,  service ways, and any loading areas adjacent to the Premises,  neat,
clean,  and free from dirt or  rubbish  at all  times.  In  connection  with the
provisions  contained in Article  8.1,  Tenant shall store all trash and garbage
within the Premises,  arranging for the regular pick-up of such trash or garbage
at Tenant's  expense.  Tenant shall not operate an  incinerator or burn trash or
garbage within the area of the Premises.

     6.3  Condition  of  Premises.  Tenant  hereby  accepts the  Premises in the
condition  existing  as of the  date  of  possession  of  same,  subject  to all
applicable zoning, municipal,  county and state laws, ordinances and regulations
governing and regulating the use of the Premises, and accepts this Lease subject
to such laws, ordinances,  regulations, all matters disclosed in connection with
same and by any  exhibits  attached  to this  Lease.  Tenant  acknowledges  that
neither Landlord or Landlord's agent has made any  representation or warranty as
to the suitability of the Premises for the conduct of Tenant's business.

     6.4 Insurance Cancellation.  Notwithstanding the provisions of Article 6.1,
no use shall be made or permitted to be made of the Premises nor acts done which
will cause the  cancellation  of any insurance  policy covering said Premises or
any  building of which the  Premises  may be a part,  and if Tenant's use of the
Premises or Tenant's  storage of anything within the Premises causes an increase
in said insurance rates Tenant shall pay any such increase.

     6.5 Landlord's Rules and Regulations.  Tenant shall faithfully  observe and
comply  with the rules and  regulations  that  Landlord  shall from time to time
promulgate.  A copy of said rules and  regulations  is  attached  to this Lease.
Landlord   reserves  the  right  from  time  to  time  to  make  all  reasonable
modifications to said rules and regulations.  The additions and modifications to
those rules and regulations shall be binding upon Tenant upon delivery of a copy
of such rules and  regulations  to Tenant.  Landlord shall not be responsible to
Tenant for the  nonperformance of any of said rules and regulations by any other
tenants or occupants.



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                     7. MAINTENANCE, REPAIRS AND ALTERATIONS

     7.1  Landlord's  Obligations.  Subject to the  provisions of Article 9, and
except for damage  caused by any  negligent  or  intentional  act or omission of
Tenant,  Tenant's  agents,  employees,  or  invitees,  Landlord,  at  Landlord's
expense,  shall keep in good  order,  condition,  and  repair  the  foundations,
exterior  walls,  and the exterior  roof of the  Premises.  Landlord  shall not,
however, be obligated to paint such exterior,  nor shall Landlord be required to
maintain the interior surface of exterior walls, windows,  doors or plate glass.
Landlord shall have no obligation to make repairs under this Article 7.1 until a
reasonable time after receipt of written notice of the need for such repairs.

     7.2 Tenant's Obligations.

     (a) Subject to the provisions of Article 7.l, Article 9, and Article 16.22,
Tenant, at Tenant's expense, shall keep in good order, condition, and repair the
Premises  and every part of the  Premises  (regardless  of whether  the  damaged
portion of the Premises or the means of  repairing  the same are  accessible  to
Tenant), including, without limitation, all plumbing, heating, air conditioning,
ventilating,  electrical  and  lighting  facilities,  and  equipment  within the
Premises,  fixtures,  interior walls, ceilings, windows, doors, plate glass, and
skylights  located  within the  Premises,  and all  sidewalks,  landscaping  and
regular mowing of the grass, driveways,  parking lots, fences, and signs located
in the area which are  adjacent to and  included  with the  Premises.  Provided,
however,  that if Tenant  occupies a portion of a  multi-tenant  building,  that
Tenant shall not have to maintain the landscaping,  grass areas,  outside paving
or railroad  siding,  if any. In the event Tenant should  neglect  reasonably to
maintain  the  demised  premises,  Landlord  shall  have the right  (but not the
obligation) to cause repairs or corrections to be made and any reasonable  costs
therefor shall be payable by Tenant to Landlord as additional rental on the next
rental payment due date.

     (b) If Tenant fails to perform Tenant's obligations under this Article 7.2,
Landlord  may, at  Landlord's  option,  enter upon the Premises  after ten days'
prior written notice to Tenant, and put the same in good order,  condition,  and
repair, and the cost of same,  together with interest at the rate of ten percent
per annum, shall be due and payable as additional rent to Landlord together with
Tenant's next rental installment.

     (c)  On the  last  day  of  the  term  of  this  Lease,  or on  any  sooner
termination,  Tenant shall surrender the Premises to Landlord in good condition,
broom clean, ordinary wear and tear excepted.  Tenant shall repair any damage to
the Premises  occasioned by Tenant's use of the  Premises,  or by the removal of
Tenant's trade fixtures,  furnishings, and equipment pursuant to Article 7.3(c),
which  repair  shall  include but not be limited to the  patching and filling of
holes and  repairs of  structural  damages.  In the event  Tenant  shall fail to
surrender the Premises to Landlord in the  condition  set forth above,  Landlord
may, in accordance with Article 7.2(c) and Article 5, make such repairs and take
such steps as are necessary to put the Premises in good,  broom clean condition,
ordinary  wear and tear  excepted,  and to  offset  such  expenses  incurred  by
Landlord against the security deposit.

     7.3 Alterations, Additions and Improvements.

     (a) Tenant shall not create any openings in the roof or exterior walls, nor
shall Tenant make any  alterations,  additions,  or improvements to the Premises
without the prior written  consent of Landlord.  Landlord,  at  Landlord's  sole
discretion,  may accept the tenant  improvements and require them to remain part
of the premises at the time of written  approval of the addition,  alteration or
improvement,  or  may  elect  to  have  them  designated  to be  removed  at the
termination of the lease. All improvements  that Tenant fails to notify Landlord
of in writing by either  error,  omission,  or otherwise  also are at Landlord's
sole  discretion  (i) to become part of the premises,  (ii) to be removed at the
termination  of the lease,  or (iii) the Landlord may require such item or items
to be removed at Tenant's expense upon a ten (10) day written notice.

     (b) Tenant may, without the prior written consent of Landlord,  but, at its
own  cost  and  expense,  and  in  good  workmanlike  manner,  make  such  minor
alterations,   additions,  or  improvements  or  erect,  remove  or  alter  such
partitions,  or erect shelves, bins, machinery, and trade fixtures as Tenant may
deem advisable,  without  altering the basic  character of the Premises,  and in
each  case  complying  with  all  applicable   governmental  laws,   ordinances,
regulations, and other requirements.

     (c) At the termination of this lease,  Tenant shall, if Landlord so elects,
remove all or part of any alterations,  additions,  improvements, and partitions
erected by Tenant (exact items to be  determined  at the sole  discretion of the
Landlord,  also pursuant to Para.  7.3(a) above) and restore the Premises to its
original  condition  or  condition   acceptable  to  Landlord,   otherwise  such
improvements  shall be delivered up to Landlord with the Premises.  All shelves,
bins, machinery, and trade fixtures installed by Tenant may be removed by Tenant
at the termination of this Lease if Tenant so elects, and shall be so



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removed if required by Landlord,  and Tenant  shall  restore the Premises to its
original condition or condition acceptable to Landlord (see Para. 7.1(c) above).

     (d) In connection with Paragraph 7.3(c), all of Tenant's furniture, movable
trade  fixtures  and other  personal  property  not  removed by Tenant  from the
Premises  within five days after  Landlord shall request such removal in writing
following the  termination  of this Lease,  whether  termination  shall occur by
lapse  of time  or  otherwise,  shall  be  conclusively  presumed  to have  been
abandoned by Tenant, and Landlord may, at its option and election,  subsequently
take  possession of such property and either (i) declare same to be the property
of the  Landlord,  or (ii) at the cost and  expense of  Tenant,  dispose of such
property  in any  manner  Landlord,  in its sole  discretion,  shall  deem  most
advisable.  Nothing contained in this Paragraph 7.3(d) shall prejudice or impair
Landlord's  rights  pursuant to  Paragraph  14 and  Paragraph  20 of this Lease.
Rights  granted  Landlord  under this  Paragraph  7.3(d) shall be  cumulative of
Landlord's rights as set forth in Paragraph 14 and Paragraph 20.

     (e) In regard to Tenant installed  electrical wiring,  electrical switches,
circuit boxes,  electrical  conduit,  water coolers,  windows,  light  fixtures,
exhaust fans,  exhaust fan motors,  office  improvements  or additions,  storage
additions, drywall construction,  gas fired or infrared type heat units (whether
attached or hanging),  air conditioning units,  natural gas piping, gas heaters,
doors,  locks,  or hardware for windows and doors located in or upon the subject
property,  it is expressly  agreed by the parties  hereto that,  once  installed
(whether  bolted,  screwed or  hanging),  any such  property  described  in this
paragraph  shall be and become part of the Leased Property and owned by Landlord
once attached to the building and/or premises.

     7.4 Signs.  Tenant shall not place any signs or other objects upon the roof
of the Premises or otherwise  deface the exterior walls of the Premises,  except
with the prior  written  approval of  Landlord.  Tenant  shall have the right to
erect signs on the  exterior  walls of the  Premises,  securely  attached to and
parallel to said walls, subject to applicable laws and deed restrictions. Tenant
shall not erect any signs other than customary trade signs identifying  Tenant's
business.  Tenant shall remove all signs at the  termination of this Lease,  and
shall repair any damage and close any holes caused by such removal.

                              8. OUTDOOR ACTIVITIES

     8.1 Outdoor Storage.  No articles,  goods,  materials,  refuse receptacles,
incinerators,  storage  tanks,  or other  items  shall be  stored in the open or
exposed  to public  view from the  adjacent  land or  improvements.  If it shall
become  necessary  to keep or store  such  materials  or items in the open,  the
portion of the Premises  used for such  storage  shall be fenced with a fence of
permanent  construction,  except that  portion of a fence that faces  streets or
highways  shall be of the screen type,  the design of which shall be approved in
writing by the Landlord  prior to  construction.  Storage shall be restricted to
the side and rear areas of the Premises.  No storage shall be permitted  between
the front building line and street.

     8.2  Manufacturing   and  Processing.   All  manufacturing  and  processing
activities will be conducted within the confines of the Premises as described in
Article 8.l.

                            9. DAMAGE OR DESTRUCTION

     9.1 If the  building  or other  improvements  situated  on the  Premises be
damaged or destroyed by fire or other casualty, Landlord shall have 30 days from
the date of receipt of written notice Tenant of such  occurrence to give written
notice to Tenant of its  election  to repair  said  damage or not.  If  Landlord
elects to repair said damage,  this Lease shall continue in force,  but the rent
under this Lease may be abated as  provided  below.  If  Landlord  elects not to
repair said damage or to  completely  rebuild  said  building,  this Lease shall
terminate  as of the date of said  damage  and  rent  shall  be  abated  for the
unexpired  portion of this Lease.  In no event shall  Landlord be  obligated  to
repair any  improvements  made by Tenant.  If Landlord elects not to repair said
damage,  Tenant  may elect to repair  same at  Tenant's  sole  expense by giving
written  notice of Tenant's  election  to  Landlord  within ten days of Tenant's
receipt of notice from Landlord of Landlord's election not to repair.

     9.2 Abatement of Rent.

     (a) If the  Premises  are  partially  destroyed  or damaged and Landlord or
Tenant  repairs or restores  them  pursuant to the  provisions of Article 9, the
rent payable under this Lease for the period  during which such damage,  repair,
or  restoration  continues  shall be abated in proportion to the degree to which
Tenant's  reasonable  use of the Premises is impaired.  Except for  abatement of
rent,  if any,  Tenant  shall  have no claim  against  Landlord  for any  damage
suffered by reason of any such damage, destruction, repair or restoration.



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     (b) If Landlord  shall be obligated to repair or restore the Premises under
the  provisions  of this  Article  9 and  shall  not  commence  such  repair  or
restoration  within 60 days after such obligations shall accrue,  Tenant may, at
Tenant's  option,  cancel and terminate  this Lease by giving  Landlord  written
notice of Tenant's  election to do so at any time prior to the  commencement  of
such repair or  restoration.  In such event this Lease shall terminate as of the
date of such  notice.  Any  abatement  in rent shall be  computed as provided in
Article 9.2(a).

     9.3  Restoration.  Landlord's  obligation  to restore shall not include the
restoration or replacement of Tenant's trade fixtures,  equipment,  merchandise,
or any improvements or alterations made by Tenant to the Premises.

     9.4  Prorations.  Upon  termination of this Lease pursuant to Article 9, an
equitable  pro rata  adjustment of rent based upon a 30 day month shall be made.
Landlord  shall,  in  addition,  return to Tenant so much of  Tenant's  security
deposit as has not previously been applied by Landlord.

                               10. INDEMNIFICATION

     10.1 Hold  Harmless.  Tenant shall  indemnify,  defend,  and hold  Landlord
harmless  from any and all claims  arising from  Tenant's use of the Premises or
from the conduct of its business or from any activity,  work or things which may
be permitted  or suffered by Tenant in or about the  Premises and shall  further
indemnify,  defend,  and hold  Landlord  harmless  from and  against any and all
claims  arising from any breach or default in the  performance of any obligation
on Tenant's  part to be performed  under the  provision of this Lease or arising
from any negligence of Tenant or any of its agents,  contractors,  employees, or
invitees, and from any and all costs, attorney's fees, expenses, and liabilities
incurred in the defense of any such claim or any action or proceeding brought as
the result of such claim.  Tenant hereby  assumes all risk of damage to property
or injury to persons in or about the Premises from any cause,  except Landlord's
negligence,  and Tenant hereby waives all claims against Landlord,  except where
said damage arises out of negligence or claimed negligence of Landlord.

     10.2  Exemption  of Landlord  from  Liability.  Tenant  hereby  agrees that
Landlord  shall not be liable for  injury to  Tenant's  business  or any loss of
income from Tenant's  business or for damage to goods,  wares,  merchandise,  or
other property of Tenant, Tenant's employees,  invitees, customers, or any other
person in or about the Premises;  nor,  unless  through  Landlord's  negligence,
shall Landlord be liable for injury to the person of Tenant, Tenant's employees,
agents or contractors  and invitees,  whether such damage or injury is caused by
or results from fire,  steam,  electricity,  gas,  water,  or rain,  or from the
breakage, leakage,  obstruction,  or other defects of pipes, sprinklers,  wires,
appliances,  plumbing, air conditioning, or lighting fixtures, or from any other
cause whether the said damage or injury results from conditions arising upon the
Premises or upon other  portions of the  building  of which the  Premises  are a
part,  or from other sources or places,  and  regardless of whether the cause of
such  damage or injury or the means of  repairing  the same is  inaccessible  to
Landlord or Tenant.  Landlord  shall not be liable for any damages  arising from
any act or neglect of any other  tenant,  if any,  of the  building in which the
Premises are located.

                          11. [INTENTIONALLY OMMITTED]

                                  12. UTILITIES

     Tenant shall pay for all water, gas, heat,  light,  power,  telephone,  and
other utilities and services  supplied to the Premises,  whether supplied by the
utility companies, governmental agencies, or Landlord, together with any taxes.

                          13. ASSIGNMENT AND SUBLETTING

     13.1  Landlord's  Consent  Required.  Tenant  shall not  voluntarily  or by
operation of law assign,  transfer,  mortgage,  sublet, or otherwise transfer or
encumber  all or any part of Tenant's  interest in this Lease or in the Premises
without Landlord's prior written consent,  which Landlord shall not unreasonably
withhold.  Any  attempted  assignment,   transfer,  mortgage,   encumbrance,  or
subletting  without such consent shall be void and shall  constitute a breach of
the Lease.  Any  transfer of Tenant's  interest in this Lease or in the Premises
from  Tenant  by  merger,  consolidation,  or  liquidation  shall  be  deemed  a
prohibited assignment within the meaning of Article 13.

     13.2 No Release of Tenant.  Regardless of Landlord's consent, no subletting
or  assignment  shall release  Tenant of Tenant's  obligation to pay rent and to
perform all other obligations to be performed by Tenant under this Lease for the
term of



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this Lease.  The  acceptance of rent by Landlord from any other person shall not
be deemed to be a waiver by Landlord of any provision of this Lease.  Consent to
one  assignment  or  subletting  shall not be deemed  consent to any  subsequent
assignment or subletting.

     13.3 Assignment Fee. In the event that Landlord shall consent to a sublease
or assignment under Article 13.1, Tenant shall pay Landlord  reasonable fees not
to exceed $250.00 incurred in connection with giving such consent.

                             14. DEFAULTS; REMEDIES

     14.1 Defaults.  The  occurrence of any one or more of the following  events
shall constitute a default and breach of this Lease by Tenant:


     (a) The failure by Tenant to make any payment of rent or any other  payment
required  to be made by Tenant  under this  Lease,  as and when due,  where such
failure  shall  continue  for a period of three days after  written  notice from
Landlord to Tenant.

     (b) The  failure  by Tenant to observe  or  perform  any of the  covenants,
conditions,  or  provisions of this Lease to be observed or performed by Tenant,
other than described in Article 14.1(a), where such failure shall continue for a
period of 30 days after written  notice of such failure from Landlord to Tenant;
provided, however, that if the nature of Tenant's default is such that more than
30 days are reasonably required for its cure, then Tenant shall not be deemed to
be in  default  if Tenant  commenced  such cure  within  said 30 day  period and
diligently prosecutes such cure to completion.

     (c)  (i) The  making  by  Tenant  of any  general  assignment,  or  general
arrangement  for the  benefit  of  creditors;  (ii) to the extent  permitted  by
bankruptcy  law,  the filing by or against  Tenant of a petition  to have Tenant
adjudged a bankrupt or a petition for  reorganization  or arrangement  under any
law relating to  bankruptcy  (unless,  in the case of a petition  filed  against
Tenant,  the same is  dismissed  within 60 days);  (iii)  the  appointment  of a
trustee or receiver to take possession of  substantially  all of Tenant's assets
located at the Premises or of Tenant's interest in this Lease,  where possession
is not restored to Tenant within 30 days; or (iv) the attachment,  execution, or
other judicial  seizure of  substantially  all of Tenant's assets located at the
Premises  or of  Tenant's  interest  in this  Lease,  where such  seizure is not
discharged within 30 days.

     (d) Landlord may lock Tenant out of the Premises in accordance with Article
16.24, and all other applicable laws,  including,  without  limitation,  Section
92.008 of the Texas Property Code, as amended from time to time.

     (e) [INTENTIONALLY OMMITTED]

     (f)  Pursuit of any of the  remedies  set forth  above  shall not  preclude
pursuit  of any other  remedies  set forth in the Lease,  or any other  remedies
provided  by law,  nor  shall  pursuit  of any  remedy  provided  in this  Lease
constitute  a forfeiture  or waiver of any rent due to Landlord,  or any damages
accruing to Landlord by reason of the violation of any of the terms, conditions,
and covenants contained in this Lease.

     14.2  Remedies  in Default.  In the event of any such  default or breach by
Tenant,  Landlord may exercise any one or more of the following  remedies at any
time after such default or breach,  with or without notice or demand and without
limiting Landlord in the exercise of any right or remedy which Landlord may have
by reason of such default or breach.

     (a) Terminate this Lease Agreement in which event Tenant shall  immediately
surrender the Premises to Landlord,  but if Tenant shall fail so to do, Landlord
may,  subject to applicable  law,  without  notice and without  prejudice to any
other  remedy  for  possession  or  arrearages  in  rent,  enter  upon  and take
possession of the Premises and expel or remove  Tenant and its effects,  without
being liable to  prosecution  or any claim for damages for taking such  actions;
and Tenant agrees to indemnify  Landlord for all loss and damage which  Landlord
may suffer by reason of such termination, whether through inability to relet the
Premises  on  satisfactory  terms,  or through  decrease  in rent or  otherwise,
provided,  however,  that in no event shall Tenant's liability  hereunder exceed
the entire  amount of rent which would have  become due and  payable  during the
remainder of the term of this Lease, and provided  further,  that Landlord shall
have a duty to mitigate damages to the extent reasonably practicable.

     (b) [INTENTIONALLY OMMITTED]



                                       6
<PAGE>

     (c)  Subject  to  applicable  law,  enter upon and take  possession  of the
Premises as the agent of Tenant,  without  being  liable to  prosecution  or any
claim for damages for taking such  actions,  and Landlord may relet the Premises
as the agent of the Tenant and receive the rent, and in such event, Tenant shall
pay Landlord the cost of  renovating,  repairing and altering the Premises for a
new  tenant  or  tenants  and any  deficiency  that may  arise by reason of such
reletting,  on  demand at the  address  of  Landlord  specified  in this  Lease;
provided  however,  the failure of Landlord to relet the  Premises  after taking
reasonably  practicable  measures to do so, shall not release or affect Tenant's
liability  for rent or for damages  and such rent and  damages  shall be paid by
Tenant on the dates specified in this Lease.

     (d) Landlord may, as agent of Tenant, do whatever Tenant is obligated to do
by the  provisions  of this  Lease  and may  enter  the  Premises,  by  force if
necessary, without being liable to prosecution or any claim for damages for same
in order to  accomplish  this  purpose.  Tenant  agrees  to  reimburse  Landlord
immediately  upon  demand  for any  expenses  which  Landlord  may incur in thus
effecting  compliance  with this Lease on behalf of Tenant,  and Tenant  further
agrees that  Landlord  shall not be liable for any damages  resulting  to Tenant
from such action, whether caused by the negligence of Landlord or otherwise.

Pursuit of any of the remedies set forth above shall not preclude pursuit of any
of the other remedies  provided in this Lease or any other remedies  provided by
law.

     14.3 Late Charges.  Tenant hereby  acknowledges that late payment by Tenant
to Landlord  of rent and other sums due under this Lease will cause  Landlord to
incur costs not  contemplated  by this Lease,  the exact amount of which will be
extremely  difficult to ascertain.  Such costs include,  but are not limited to,
processing  and  accounting  charges,  and late charges  which may be imposed on
Landlord  by the terms of any  mortgage  or trust deed  covering  the  Premises.
Accordingly,  if any  installment of rent or any other sum due from Tenant shall
not be received by Landlord or Landlord's  designee  within four days after said
amount is due,  then  Tenant  shall,  without  prior  notice or  demand,  pay to
Landlord a late charge equal to ten percent of such overdue amount.  The parties
hereby agree that such late charge represents a fair and reasonable  estimate of
the cost Landlord will incur by reason of late payment by Tenant.  Acceptance of
such late charge by Landlord  shall in no event  constitute a waiver of Tenant's
default  with  respect  to  such  overdue  amount,  nor  prevent  Landlord  from
exercising any of the other rights and remedies granted under this Lease.

                                15. CONDEMNATION

     If the Premises or any portion of the Premises are taken under the power of
eminent  domain,  or sold by Landlord  under the threat of the  exercise of said
power  (all of  which  is  referred  to as  "condemnation"),  this  Lease  shall
terminate as to the part so taken as of the date the condemning  authority takes
title or possession,  whichever  occurs first. If more than 10% of the land area
of any  buildings  on the  Premises,  or more  than 10% of the land  area of the
Premises not covered with buildings,  is taken by condemnation,  either Landlord
or Tenant may terminate this Lease as of the date the condemning authority takes
possession by notice in writing of such election  within 20 days after  Landlord
shall have notified  Tenant of the taking or, in the absence of such notice then
within 20 days after the condemning authority shall have taken possession.

     If this Lease is not terminated by either  Landlord or Tenant then it shall
remain in full force and effect as to the  portion  of the  Premises  remaining,
provided the rental shall be reduced in proportion to the floor and/or land area
of the  Premises  taken  within the  Premises as bears to the total floor and/or
land area of the entire  Premises.  In the event this Lease is not so terminated
then Landlord  agrees,  at Landlord's sole cost, to restore the Premises as soon
as  reasonably  possible to a complete  unit of like  quality and  character  as
existed prior to the condemnation.  All awards for the taking of any part of the
Premises  or any  payment  made  under the  threat of the  exercise  of power of
eminent domain shall be the property of Landlord,  whether made as  compensation
for  diminution  of value of the  leasehold  or for the  taking of the fee or as
severance damages; provided, however, that Tenant shall be entitled to any award
for  loss of or  damage  to  Tenant's  trade  fixtures  and  removable  personal
property.

                             16. GENERAL PROVISIONS

     16.1 Offset Statement.

     (a)  Tenant  shall at any time  upon not less than ten days  prior  written
notice from Landlord, execute,  acknowledge, and deliver to Landlord a statement
in writing (i)  certifying  that this Lease is unmodified  and in full force and
effect (or, if modified,  stating the nature of such modification and certifying
that this Lease,  as so  modified,  is in full force and effect)



                                       7
<PAGE>

and the date to which the rent, security deposit,  and other charges are paid in
advance,  if any,  and  (ii)  acknowledging  that  there  are not,  to  Tenant's
knowledge,  any uncured  defaults on the part of Landlord  under this Lease,  or
specifying such defaults,  if any, which are claimed.  Any such statement may be
conclusively  relied upon by any  prospective  purchaser or  encumbrancer of the
Premises.

     (b) Tenant's  failure to deliver such  statement  within such time shall be
conclusive upon Tenant (i) that this Lease is in full force and effect,  without
modification  except as may be represented  by Landlord,  (ii) that there are no
uncured  defaults in  Landlord's  performance,  and (iii) that not more than one
months rent has been paid in advance.

     (c) If Landlord  desires to finance or refinance the Premises,  or any part
of the Premises,  Tenant  hereby  agrees to deliver to any lender  designated by
Landlord  copies of any and all  financial  statements  of Tenant filed with the
Securities and Exchange Commission as may be reasonably required by such lender.
All such financial  statements  shall be used only for the purposes set forth in
this Lease.

     16.2 Landlord's Interests.  The term "Landlord" as used in this Lease shall
mean only the owner or owners or their agents at the time in question of the fee
title or Tenant's  interest in a ground lease of the  Premises.  In the event of
any  transfer of such title or  interest,  Landlord  named in this Lease (and in
case of any subsequent  transfers,  the then grantor) shall be relieved from and
after  the  date  of such  transfer  of all  liability  as  respects  Landlord's
obligations  to be  performed  after that time,  provided  that any funds in the
hands of Landlord  or the then  grantor at the time of such  transfer,  in which
Tenant has an  interest,  shall be delivered  to the  grantee.  The  obligations
contained in this Lease to be  performed  by  Landlord,  subject to the terms of
this Lease, shall be binding on Landlord's  successors and assigns,  only during
their respective periods of ownership.

     16.3  Severability.  The  invalidity  of any  provision  of this Lease,  as
determined  by a court of  competent  jurisdiction,  shall in no way  affect the
validity of any other provision of this Lease.

     16.4 Interest on Past-Due Obligations. Except as expressly provided in this
Lease,  any amount due to Landlord not paid when due shall bear  interest at the
highest lawful rate per annum from the date due.  Payment of such interest shall
not excuse or cure any default by Tenant under this Lease.

     16.5 Time of Essence. Time is of the essence.

     16.6 Captions. Article captions are not a part of this Lease.

     16.7 Incorporation of Prior Agreements; Amendments. This Lease contains all
agreements of the parties with respect to any matter mentioned in this Lease. No
prior  agreement  or  understanding  pertaining  to any  such  matter  shall  be
effective.  This Lease may be modified in writing only, signed by the parties in
interest at the time of the modification.

     16.8 Waivers. No waiver by Landlord of any provision of this Lease shall be
deemed a waiver of any  other  provision  of this  Lease,  or of any  subsequent
breach by Tenant of the same or any other  provision.  Landlord's  consent to or
approval of any act shall not be deemed to render  unnecessary  the obtaining of
Landlord's  consent  to or  approval  of  any  subsequent  act  by  Tenant.  The
acceptance  of rent under this  Lease by  Landlord  shall not be a waiver of any
preceding  breach by Tenant  of any  provision  of this  Lease,  other  than the
failure  of  Tenant  to pay the  particular  rent  so  accepted.  regardless  of
Landlord's  knowledge of such preceding breach at the time of acceptance of such
rent.

     16.9 Recording.  Tenant shall not record this Lease.  Any such  recordation
shall be a breach under this Lease.

     16.10 Holding Over. If Tenant  remains in possession of the Premises or any
part of the  Premises  after the  expiration  of the term of this Lease,  unless
otherwise   agreed  in  writing,   such  occupancy   shall  be  a  tenancy  from
month-to-month  at a rental in the  amount of 150% of the last  monthly  rental,
plus all other  charges  payable  under this  Lease,  and upon the terms of this
Lease  applicable  to  month-to-month  tenancy.  This  provision  shall  not  be
construed, however, as permission by Landlord for Tenant to hold over.

     16.11 Cumulative Remedies.  No remedy or election under this Lease shall be
deemed  exclusive,  but shall wherever  possible,  be cumulative  with all other
remedies at law or in equity.




                                       8
<PAGE>

     16.12 Covenants and Conditions. Each provision of this Lease performable by
Tenant shall be deemed both a covenant and a condition.

     16.13  Binding  Effect;  Choice of Law.  Subject to any  provisions of this
Lease  restricting  assignment  or  subletting  by Tenant  and,  subject  to the
provisions of Article 16.2,  this Lease shall bind the parties,  their  personal
representatives,  successors,  and assigns.  This Lease shall be governed by the
laws of the State of Texas,  and is  executed,  and to be  performed  in Tarrant
County, Texas.

     16.14 Subordination.

     (a) This Lease,  at Landlord's  option shall be  subordinate  to any ground
lease,  mortgage,  deed of trust, or any other hypothecation for security now or
subsequently  placed upon the real property of which the Premises are a part and
to any and all advances made on the security and to all renewals, modifications,
consolidations,  replacements  and  extensions  of  same.  Notwithstanding  such
subordination,  Tenant's rights to quiet possession of the Premises shall not be
disturbed  if Tenant is not in default and so long as Tenant  shall pay the rent
and observe and perform all of the  provisions of this Lease,  unless this Lease
is otherwise  terminated  pursuant to its terms.  If any  mortgagee,  trustee or
ground  lessor shall elect to have this Lease prior to the lien of its mortgage,
deed of trust,  or ground lease,  and shall give written notice of such election
to Tenant,  this Lease shall be deemed prior to such mortgage,  deed of trust or
ground  lease,  whether this Lease is dated prior or  subsequent  to the date of
said  mortgage,  deed of trust or ground  lease or the date of recording of such
documents.

     (b) Tenant  agrees to execute any  documents  required to  effectuate  such
subordination  or to make this Lease prior to the lien of any mortgage,  deed of
trust or ground lease,  as the case may be, and failing to do so within ten days
after written demand,  does hereby make,  constitute,  and  irrevocably  appoint
Landlord as Tenant's  attorney-in-fact and in Tenant's name, place and stead, to
do so.

     16.15  Attorney's  Fees. In the event Tenant defaults in the performance of
the terms,  covenants,  agreements,  or conditions  contained in this Lease, and
Landlord  places the  enforcement of this Lease in the hands of an attorney,  or
files suit upon the Lease, Tenant agrees to pay Landlord  reasonable  attorneys'
fees, plus court costs, incurred by Landlord.

     16.16  Landlord's  Access.  Landlord and  Landlord's  agents shall have the
right to enter the  Premises at  reasonable  times,  upon  reasonable  notice to
Tenant,  for the purpose of  inspecting  the  Premises,  showing the Premises to
prospective  purchasers,  tenants,  or  lenders,  and making  such  alterations,
repairs,  improvements  or additions to the Premises or to the building of which
they are a part as Landlord  may deem  necessary or  desirable.  Anything to the
contrary in this Lease  notwithstanding,  Landlord acknowledges that portions of
Tenant's business is of a classified  nature,  and that certain areas at certain
times may be "off  limits" and no  admittance  will be given to that area.  Upon
request by  Landlord,  Tenant will inform  Landlord if and where these areas may
exist at the time of proposed entry.  Landlord may at any time place on or about
the Premises  any ordinary  "For Sale" signs and Landlord may at any time during
the last 120 days of the term of this Lease place on or about the  Premises  any
ordinary "For Sale or Lease" signs,  all without  rebate of rent or liability to
Tenant.

     16.17 Auctions.  Tenant shall not place any auction signs upon the Premises
or conduct  any auction  upon the  Premises  without  Landlord's  prior  written
consent.

     16.18 Merger.  The voluntary or other surrender of this Lease by Tenant, or
a mutual cancellation of same, shall not work a merger, and shall, at the option
of Landlord, terminate all or any existing subtenancies or may, at the option of
Landlord,  operate  as  an  assignment  to  Landlord  or  any  or  all  of  such
subtenancies.

     16.19  Corporate  Authority.  If Tenant is a corporation,  each  individual
executing this Lease on behalf of said corporation  represents and warrants that
he is duly  authorized  to  execute  and  deliver  this  Lease on behalf of said
corporation  in  accordance  with a duly  adopted  resolution  of the  Board  of
Directors  of  said  corporation  or in  accordance  with  the  Bylaws  of  said
corporation,  and that this Lease is binding upon said corporation in accordance
with its terms.

     16.20  Landlord's  Liability.  If  Landlord is a limited  partnership,  the
liability  of the  partners  of the  Landlord  pursuant  to this Lease  shall be
limited to the assets of the partnership; and Tenant, its successors and assigns
hereby waive all rights to proceed against any of the partners, or the officers,
shareholders,  or directors of any corporate  partner of Landlord  except



                                       9
<PAGE>

to the extent of their interest in the partnership.  The term Landlord,  as used
in this  Article,  shall  have the  meaning  set forth in  Article  16.2.  It is
understood  and agreed by Tenant that  Landlord may be acting as an agent for an
undisclosed  principal  owner (the  "Owner") of the  Premises.  Any thing to the
contrary in this Lease  notwithstanding,  any and all  covenants,  undertakings,
agreements,  representations,  and warranties  made in this Lease on the part of
Landlord  are  made  and  intended  not  as  personal  covenants,  undertakings,
agreements,  representations  and warranties for the purpose of binding Landlord
or Owner  personally or the assets of Landlord or Owner,  except only Landlord's
or Owner's  interests in the  Premises.  Except for breach of any  obligation of
Landlord to repair or restore the Premises,  if any,  contained in this Lease, ,
no personal  liability or proceeds  actually  received by Landlord or Owner,  no
personal liability or personal  responsibility is assumed by, nor shall the same
at any time be asserted or enforced against,  Landlord,  Owner, or their agents,
beneficiaries,  partners, officers,  directors, trustees in bankruptcy, or their
respective heirs, legal representatives,  successors,  or assigns, on account of
this Lease or  account  of any  covenant,  undertaking,  agreement,  obligation,
representation,  or  warranty  of Landlord  contained  in this  Lease,  all such
personal  liability being specifically  waived by the Tenant; but instead,  said
covenants,   agreements,   undertakings,   obligations,   representations,   and
warranties  are for the  purpose of binding  only the fee  simple  estate  which
Landlord or Owner owns in the Premises.  This clause shall not limit or deny any
remedies  which  Tenant may have in the event of default by Landlord  under this
Lease,  which  remedies  do not involve the  personal  liability  of Landlord or
Owner, except Landlord's or Owner's interests in the Premises. Landlord or Owner
may relieve  themselves of all liability  whatsoever,  without limitation of any
sort,  under or arising out of this Lease (other than  liability  for failure to
apply  insurance  proceeds as set forth above) by conveying  their estate in the
Premises to Tenant.

     16.21 Liens. Tenant shall keep the Premises free from any liens arising out
of any work performed,  materials  furnished,  or obligations  incurred by or on
behalf of Tenant.

     16.22 Independent Covenants. Except as provided in Article 9 and Article 15
of this Lease,  Tenant  shall not, for any reason,  withhold or reduce  Tenant's
payment of rent,  additional rent or other charges as provided in this Lease, it
being agreed that the obligations of Landlord under this Lease,  are independent
of Tenant's obligations for making these payments.

     16.23 Hazardous Waste. Tenant hereby represents and warrants to Landlord as
follows:

     (a) The location, occupancy, operations, and use of the Premises throughout
the term of this Lease by Tenant do not violate  any  applicable  law,  statute,
ordinance,  rule,  regulation,   order  or  determination  of  any  governmental
authority or any board of fire  underwriters  (or other body exercising  similar
functions),  including, without limitation, all applicable zoning ordinances and
building  codes,  flood  disaster laws,  and health and  environmental  laws and
regulations (sometimes collectively called "Applicable Laws").

     (b) Without  limitation  of (a) above,  Tenant's  use and  occupancy of the
Premises  throughout the term of this Lease is not in violation of or subject to
any  existing,   pending,   or  threatened   investigation  or  inquiry  by  any
governmental  authority or to any remedial obligations under any Applicable Laws
pertaining  to  health  or  the  environment   (sometimes   collectively  called
"Applicable   Environmental   Laws"),   including,   without   limitation,   the
Comprehensive  Environmental Response,  Compensation,  and Liability Act of 1980
("CERCLA"),  the Resource  Conservation  and Recovery Act of 1976 ("RCRA"),  the
Texas Water Code and the Texas Solid Waste Disposal Act, and this representation
and warranty would continue to be true and correct  following  disclosure to the
applicable  governmental  authorities  of all  relevant  facts,  conditions  and
circumstances,  if any,  pertaining  to the use and  occupancy  by Tenant of the
Premises. In addition, Tenant has not obtained and is not required to obtain any
permits,  licenses, or similar  authorizations to construct,  occupy, operate or
use any buildings,  improvements,  fixtures, and equipment forming a part of the
Premises by reason of any Applicable Environmental Laws.

     (c)  Tenant  hereby  indemnifies   Landlord  from  and  against  any  loss,
liability,   claim,  or  expense,   including,   without  limitation,   cleanup,
engineering,  and attorneys' fees and expenses that Landlord may incur by reason
of any of the above  representations  and warranties being false or by reason of
any  investigation  or claim of any  governmental  agency in connection with any
matters so represented above in this paragraph.

     16.24  Lock-Out.  Subject  to  Section  16.16 of this  Lease,  in the event
Landlord  elects in its sole  discretion  upon an event of  default by Tenant to
change the locks and lock  Tenant  out,  Landlord  may place  written  notice on
Tenant's  front door  stating  the name and address or  telephone  number of the
individual or company from which a new key may be obtained.  Landlord shall have
no  obligation  or duty to  provide  the new  key,  or to let  Tenant  into  the
Premises,  until  such time as Tenant  pays to  Landlord,  by cash or  cashier's
check, the total amount of all past-due rents,  additional rents, interest, late
charge, and fees, incurred in connection with the lock-out,  including,  without
limitation,  reasonable  attorneys'  fees.  This provision is intended to comply
with the Texas Property Code, as amended,  governing such procedure.  Pursuit of
this remedy by Landlord shall not preclude  pursuit of any other remedy provided
in this lease or by law.



                                       10
<PAGE>

     16.25 Force Majeure.  In the event performance by Landlord and/or Tenant of
any term, condition, or covenant in this Lease is delayed or prevented by an Act
of God,  strike,  lock-out,  shortage of material or labor,  restriction  by any
governmental  authority,  civil riot,  flood, and any other cause not within the
control  of  Landlord  and/or  Tenant,  as the  case  may  be,  the  period  for
performance of such term,  condition,  or covenant shall be extended to a period
equal to the period Landlord and/or Tenant, as the case may be, is so delayed or
hindered.

     16.26 Entire Agreement and Limitation of Warranties. It expressly agreed by
Tenant,  as a material  consideration for the execution of this Lease, that this
Lease is the  entire  agreement  of the  Parties  and that there are and were no
verbal representations, warranties, understandings, stipulations, agreements, or
promises pertaining to this Lease not incorporated in this Lease. It is likewise
agreed that this Lease may not be altered,  waived,  amended, or extended except
by an  instrument in writing  signed by both  Landlord and Tenant.  Landlord and
Tenant  expressly  agree that there are and shall be no  implied  warranties  of
merchantability  of  fitness,  suitability,  habitability,  or of any other kind
arising out of this Lease and that Tenant's  acceptance of the Premises shall be
"as is". In this regard,  Tenant represents to Landlord that Tenant's acceptance
of the Premises shall  conclusively  evidence  Tenant's  determination  that the
Premises are suitable in every way for Tenant's  intended use. Not in limitation
upon  the  preceding,  Landlord  agrees  that  to  the  extent  assignable,  all
warranties,  if any shall exist,  from  contractors or suppliers with respect to
the improvements to the Premises are hereby assigned to Tenant.

                              17. PERFORMANCE BOND

     At  any  time  Tenant  desires  to or is  required  to  make  any  repairs,
alterations,  additions,  improvements, or utility installation on the Premises,
Landlord  may at its sole  option  require  Tenant,  at  Tenant's  sole cost and
expense,  to obtain and  provide to  Landlord a lien and  completion  bond in an
amount equal to one and one-half times the estimated cost of such  improvements,
to insure Landlord against liability for mechanics' and materialmen's  liens and
to insure completion of the work.

                                   18. BROKERS

     The parties to this Lease  acknowledge that 5% of the gross lease amount to
be paid to Peyco  Southwest  Realty at signing  from  Landlord and on all future
renewals and expansions  and they were the real estate  brokers who  represented
the parties in this Lease, and that no other  commissions are due to any brokers
in  connection  with  this  Lease,  other  than the  brokers  named  above.  The
commissions shall be paid based upon the terms of this Lease by Landlord. Tenant
agrees to  indemnify  and hold  Landlord  harmless  from and against any and all
claims  which may be made by broker  for  commissions  based  upon the terms and
provisions  which are not contained in this Lease.  IF ANY SALES  TRANSACTION IS
MADE DURING  THIS LEASE,  PEYCO  SOUTHWEST  REALTY WILL  RECEIVE 5% OF THE TOTAL
SALES PRICE FROM SELLER,  LESS ANY COMMISSIONS ALREADY PAID ON THIS 3-YEAR LEASE
AGREEMENT.

                                   19. NOTICES

                  Whenever  the  terms of this  Lease  provide  for any  demand,
notice or declaration of any kind, or where it is deemed  desirable or necessary
by either party to give or serve any such notice,  demand or  declaration to the
other  party,  it shall be in writing and served  either  personally  or sent by
United States mail,  certified mail, return receipt requested,  postage prepaid,
addressed at the addresses set forth below:

To Landlord at:   1703 North Peyco Drive
                  Arlington, Texas 76001-6798

To Tenant at:     1016 Harris Rd.
                  Arlington, TX 76001

If sent by  certified  mail,  notice  shall be  effective  upon the date same is
deposited in the United States mail.




                                       11
<PAGE>




                               20. LANDLORD'S LIEN

 LANDLORD SHALL HAVE A LIEN ON TENANT'S PROPERTY IN THE PREMISES AS PROVIDED BY
                                 AND SUBJECT TO
             SECTION 54.021, et. seq., OF THE TEXAS PROPERTY CODE.

                                    21. TAXES

                  21.1  Real Property Taxes.

                  (a) Landlord shall pay all real property  taxes  applicable to
the Premises; provided, however, that Tenant shall pay, in addition to rent, the
amount, if any, by which real property taxes applicable to the Premises increase
over the first fiscal tax year after the commencement of the term of this Lease.
Such payment  shall be made by Tenant within 30 days after receipt of Landlord's
written  statement setting forth the amount of such increase and the computation
of same.  If the term of this  Lease  shall  not  expire  concurrently  with the
expiration of the fiscal tax year,  Tenant's  liability for increased  taxes for
the last partial lease year shall be prorated on an annual basis.

                  (b) As used in this Lease,  the term "real property tax" shall
include any form of  assessment,  license fee, rent tax, levy,  penalty,  or tax
(other than  inheritance or estates taxes),  imposed by any authority having the
direct or indirect power to tax, including any city,  county,  state, or federal
government, or any school, agricultural, lighting, drainage or other improvement
district.  Tenant shall pay any and all charges and fees which may be imposed by
the U.S.  Environmental  Protection Agency or other similar regulatory body, but
only if and to the  extent  such  imposition  occurs  as a  result  of  Tenant's
improvements  to the  premises  or  the  conduct  of  Tenant's  business  on the
Premises.

                  (c) If the  Premises  are not  separately  assessed,  Tenant's
liability shall be an equitable proportion of the real property taxes for all of
the  land  and  improvements  included  within  the tax  parcel  assessed,  such
proportion to be determined by Landlord from the respective  valuations assigned
in the  assessor's  work sheets or such other  information  as may be reasonably
available.  Landlord's reasonable  determination of Tenant's liability,  in good
faith, shall be conclusive.

                  21.2  Personal Property Taxes.

                  (a) Tenant shall pay prior to  delinquency  all taxes assessed
against and levied upon trade fixtures,  furnishings,  equipment,  and all other
personal property of Tenant contained in the Premises or elsewhere. Tenant shall
cause  said  trade  fixtures,  furnishings,  equipment,  and all other  personal
property  to be  assessed  and  billed  separately  from  the real  property  of
Landlord.

                  (b)  If  any of  Tenant's  said  personal  property  shall  be
assessed  with  Landlord's  real  property,  Tenant shall pay Landlord the taxes
attributable  to Tenant  within  ten days after  receipt of a written  statement
setting forth the taxes applicable to Tenant's property.

                  21.3 Notwithstanding  Article 21.l of this Lease, Tenant shall
pay  any  increase  in  "real  property  taxes"   resulting  from  any  and  all
improvements  of any kind placed on or in the  Premises for the benefit of or at
the request of Tenant  regardless of whether said improvements were installed or
constructed either by Landlord or Tenant.

                                  22. INSURANCE

                  22.1 Liability  Insurance.  Tenant shall, at Tenant's expense,
obtain and keep in force during the term of this Lease a policy of comprehensive
public liability  insurance  insuring  Landlord and Tenant against any liability
arising out of the ownership,  use, occupancy or maintenance of the Premises and
all areas  appurtenant to the Premises.  Such insurance shall be in an amount of
not less than  $1,000,000.00  for  injury  to or death of one  person in any one
accident  or  occurrence  and  in an  amount  of  not  less  than  $2,000,000.00
aggregate.  The limits of said insurance shall not, however, limit the liability
of Tenant  under  this  Lease.  Said  insurance  shall name the  Landlord  as an
additional insured. If Tenant shall fail to procure and maintain said insurance,
Landlord may, but shall not be required to,  procure and maintain the same,  but
at the expense of Tenant.

                   22.2 Property  Insurance.  Landlord  shall obtain and keep in
force during the term of this Lease a policy or policies of  insurance  covering
loss or damage to the Premises,  in the amount of the full replacement  value of
same, providing



                                       12
<PAGE>

protection  against  all  perils  included  within the  classification  of fire,
extended coverage,  vandalism,  malicious mischief,  and special extended perils
(all risk). Tenant shall pay during the term of this Lease, in addition to rent,
premiums  for  insurance  required  under this  Paragraph  and the amount of any
increase  in premiums  for the  insurance  required  under this  Paragraph,  and
whether  such  premium  increase  shall be the result of the nature of  Tenant's
occupancy,  any act or  omission  of  Tenant,  requirement  of the  holder  of a
mortgage or deed of trust covering the Premises,  or increased  valuation of the
Premises. Tenant shall pay any such premium and increases to Landlord within ten
business  days after  receipt by Tenant of a copy of the  premium  statement  or
other  satisfactory  evidence  of the  amount  due.  If the  insurance  policies
maintained  under  this  Lease  cover  other  improvements  in  addition  to the
Premises,  Landlord  shall also  deliver to Tenant a statement  of the amount of
such increase  attributable to the Premises and showing in reasonable detail the
manner in which such  amount was  computed.  If the term of this Lease shall not
expire concurrently with the expiration of the period covered by such insurance,
Tenant's  liability for premium  increases shall be prorated on an annual basis.
The proceeds of any such insurance shall be paid to Landlord.

                  22.3 Insurance  Policies.  Insurance required under this Lease
shall be in  companies  rated A+,  AAA, or better in "Best's  Insurance  Guide".
Tenant shall deliver to Landlord,  within 30 days of obtaining a certificate  of
occupancy for the Premises,  copies of policies of liability  insurance required
under this Lease or  certificates  evidencing  the existence and amounts of such
insurance with loss payable  clauses  satisfactory  to Landlord.  No such policy
shall be  cancelable  or subject to reduction of coverage or other  modification
except after thirty (30) days prior  written  notice to Landlord.  Tenant shall,
within  thirty  (30) days  prior to the  expiration  of such  policies,  furnish
Landlord with renewals of same, or Landlord may order such  insurance and charge
the cost of same to Tenant, which amount shall be payable by Tenant upon demand.
Tenant shall not do or permit to be done  anything  which shall  invalidate  the
insurance policies referred to in this Lease.

                  22.4 Waiver of  Subrogation.  Tenant and Landlord  each waives
any and all rights of  recovery  against  the other,  or against  the  officers,
employees,  agents,  and  representatives of the other, for loss of or damage to
such waiving  party or its property or the property of others under its control,
where such loss or damage is insured against under any insurance policy in force
at the time of such loss or damage.  Tenant and Landlord  shall,  upon obtaining
the  policies  of  insurance  required  under  this  Lease,  give  notice to the
insurance  carriers that the foregoing mutual waiver of subrogation is contained
in this Lease.

SPECIAL PROVISIONS:

See Exhibits "A" Rules and Regulations

Tenant to  receive  one (1) free  month of rent only from May 1, 2003 to May 31,
2003.

Tenant has an  irrevocable  option to purchase the Premises until March 31, 2004
at $950,000.  Notwithstanding the foregoing, if Landlord receives a written bona
fide offer by an unaffiliated  third party to purchase the Premises for $950,000
or more  during  this time  period,  and after  Tenant  receives  a copy of such
written bona fide offer,  Tenant shall have  7business  days to submit a written
offer to purchase the Premises for $950,000,  which  Landlord  shall be bound to
accept,  or Tenant's  option will expire.  If and to the extent  Tenant fails to
duly exercise said option,  and no sale of the Premises is consummated with such
unaffiliated  third party,  Tenant's option as stated above shall continue until
March 31,  2004,  with the same rules  applying.  Peyco  Southwest  Realty  will
receive a 5% commission payable by Landlord on the total sales price of any sale
to Tenant or any entity  associated  with Tenant less the  commission  earned in
connection with this Lease.

If Tenant  exercises said option,  sale of the Premises to Tenant will be closed
at  Commonwealth  Land Title office at 1000 N. Walnut Creek Dr.,  Mansfield,  TX
76063 and this Lease will terminate in it's entirety.

                               [SIGNATURES FOLLOW]




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<PAGE>




     The parties to this Lease have  executed this Lease at the place and on the
dates specified immediately adjacent to their respective signatures.

     EXECUTED  at  __________________________________________________,   on  the
_____________ day of __________________, 2003.

                                       LANDLORD:

                                       West Harris Property, Inc.

                                       by:
                                          -------------------------------------

                                       Name:
                                            -----------------------------------

                                       Title:
                                             ----------------------------------




     EXECUTED  at  __________________________________________________,   on  the
_____________ day of __________________, 2003.

                                          TENANT:  US Global Aerospace, Inc.



                                          by:
                                             ----------------------------------
                                             Name: Julie Seaman
                                             Title:  Secretary




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<PAGE>


                                  EXHIBIT " A "

                              RULES AND REGULATIONS

DEMISED PREMISES AND ADDRESS: 1016 Harris Rd., Arlington, TX 76001
                              -------------------------------------------------

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

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

3. RULES AND REGULATIONS:

     A. Tenant may not conduct any auction,  "flea  market" or "garage  sale" on
the Demised  Premises nor store any goods or merchandise on the Property  except
for Tenant's own business use. Food may not be prepared in the Demised  Premises
except in small amounts for consumption by Tenant.. The Demised Premises may not
be used or occupied as sleeping  quarters or for lodging  purposes.  Animals may
not be kept in or about the Property.
     B. Tenant shall not obstruct sidewalks,  driveways,  loading areas, parking
areas,  corridors,   hallways,   vestibules,  stairs  and  other  similar  areas
designated  for the  collective  use of tenants,  or use such areas for Tenant's
storage,  temporary  or  otherwise,  or for any purpose  other than  ingress and
egress to and from the Demised Premises.  Tenant shall comply with parking rules
and guidelines as may be posted on the Property from time to time.
     C. Tenant may not bring any hazardous materials onto the Property.
     D.  Installation  of  security  systems,  telephone,  television  and other
communication  cables,  fixtures and equipment must comply with Section 7 of the
Lease, except that routine installation and construction of normal communication
devices  which do not  require  any holes in the roof or  exterior  walls of the
Property do not require the written approval of Landlord.
     E.  Tenant  shall be  responsible  for and  shall  pay all  costs to repair
damages to the premises caused by the movement of materials by Tenant.
         F.  Requests by Tenant for building  services,  maintenance  and repair
must be made in writing  to the office of the  building  manager  designated  by
Landlord and must be dated.  Tenant shall give prompt written notice to Landlord
of any significant damage to or defects in the Demised Premises or the Property,
especially  including  plumbing,  electrical  and mechanical  systems,  heating,
ventilating and air conditioning systems,  roofs, windows, doors, foundation and
structural  components,  regardless of whose responsibility it is to repair such
damage.  If Landlord is not  notified  of roof leaks upon  discovery  by Tenant,
Tenant assumes all responsibilities for damages caused by roof leaks.
     G.  Tenant  shall not  change  locks or install  additional  locks on doors
without the prior written  consent of the Landlord.  If Tenant  changes locks or
installs  additional  locks on the  Property,  Tenant  shall  within  five  days
thereafter  provide Landlord with a copy of each separate key to each lock. Upon
termination of Tenant's occupancy of the Demised Premises, Tenant must surrender
all keys to the Demised Premises and to the Property to Landlord.
     H. Harmful liquids,  toxic wastes, bulky objects,  insoluble substances and
other materials which may cause clogging,  stains or damage to plumbing fixtures
or  systems  must not be placed in the  lavatories,  water  closets,  sinks,  or
drains. Tenant must pay the cost to repair and replace drains, plumbing fixtures
and piping which is required because of damage caused by Tenant.
     I. Tenant shall cooperate with Landlord and other occupants of the Property
in keeping the Property and the Demised Premises neat and clean.  Nothing may be
swept,  thrown or left in the corridors,  stairways,  elevator shafts,  lobbies,
loading areas, parking lots or any other common areas of the Property. All trash
and debris must be properly placed in receptacles provided by Tenant.
     J. Tenant agrees to cooperate with and assist Landlord in the prevention of
peddling, canvassing and soliciting on the Property.
     K. Tenant accepts any and all liability for damages and injuries to persons
and property  resulting from the serving and sales of alcoholic  beverages on or
from the Property.



                                       15
<PAGE>

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

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


                    Initials: Landlord ______________   Tenant _______________



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