<PAGE>

                           First Amendment To Lease

This First Amendment is entered into between Sheridan Irving, L.P. ("Lessor")
and SPR Inc. ("Lessee") for and in consideration of ten dollars ($10.00) and
other good and valuable considerate receipt of which is hereby acknowledged:

                                  Witnesseth

1.   Lessor and Lessee hereby confirm and ratify, except as modified below, all
     of the terms, conditions and covenants in that certain written Lease
     Agreement, dated January 26, 1998.

2.   Lessor and Lessee agree that Lessee wishes to lease the adjacent 2,645
     rentable square feet located in Suite 605, the ("Expansion Space") for a
     term of five (5) years commencing on April 1, 1998 and expiring on March
     31, 2003.

3.   The rental rate for the Expansion Space will be as follows:

               Years              Rate         Monthly
               -----              ----         -------
                1-3              $15.50       $3,416.46
                4-5              $16.00       $3,526.67

4.   Lessor will provide Lessee with an improvement allowance of $31,740.00 to
     improve the Premises. Any costs incurred above the allowance will be paid
     directly to Lessor by Lessee or amortized into Tenant's rental rate at ten
     percent (10%) per annum.

5.   Lessor will provide Lessee with an additional eight (8) parking spaces.

6.   Lessee's pro rata share will become 5.33%

7.   All other terms and conditions of the original Lease Agreement shall remain
     in full force and effect, except as modified herein

8.   This Amendment to Lease is only binding upon execution by both Lessor and
     Lessee.

     Agreed to this 10 day of March, 1998.


              LESSOR                                   LESSEE

SHERIDAN IRVING, L.P., a Texas                         SPR Inc.
 Limited Partnership
By Sheridan Management Corp., G.P.


By: /s/ Laurie M. Adams                      By:   Stephen T. Gambill
   ---------------------------------              --------------------------
  Laurie M Adams, Vice President                   Stephen T. Gambill

  3-16-98                                          VP & Chief Financial
  ----------------------------------              --------------------------
                                                   Officer
                                                  ------------
                                                       (Type Name and Title)
<PAGE>

                                  COMMERCIAL
                               LEASE AGREEMENT

                        ARTICLE 1.00 BASIC LEASE TERMS

     1.01 Parties. This Lease Agreement ("Lease") is entered into this 26 day of
          January, 1998 by and between the following Lessor and Lessee.

          Sheridan Irving, L.P.                         ("Lessor")

          SPR Inc., a Delaware Corporation              (" Lessee")

     1.02 Leased Premises. In consideration of the rents, terms, provisions and
covenants of this Lease, Lessor hereby leases, lets and demises to Lessee the
following described premises ("leased premises"): 4,886 square feet of rentable
area on the 6/th/ floor known as Suite 600. The term "rentable area" is defined
on Exhibit "A" attached hereto and made a part hereof. The leased premises are
situated within the building located at 800 West Airport Freeway, Irving, Texas,
75065, and a plan of the floor or floors on which the leased premises are
located is made a part of Exhibit "A".

      1.03 Term. Subject to and upon the conditions set forth herein, the
term of this Lease shall be for five (5) years and zero (0) months and shall
commence on March 1, 1998 the ("commencement date") and shall terminate
February 28, 2003 (60) months thereafter. Lessor shall permit Lessee or Lessee's
employees, agents, suppliers, contractors and workmen to enter the leased
premises prior to the commencement of the Term so long as Lessee has provided
Lessor a certificate of insurance as provided for in paragraph 7.08 prior
to entering the leased premises so as to enable Lessee to perform such other
acts as may be required by Lessee to make the leased premises ready for
Lessee's occupancy. Lessee agrees that Lessee and its employees, agents,
suppliers, contractors and workmen and their activities in the leased
premises and Building will not interfere with or delay the completion of
the Lessor Work to be performed by Lessor and will not interfere with other
activities of either Lessor or other occupants of the Building. Lessor shall
have the right to discontinue such entry upon a written notice of not less
than twenty-four (24) hours to Lessee if Lessor determines that any such
interference or delay has been or may be caused. Notwithstanding anything
contained herein, Lessee agrees that any such entry into the leased premises
shall be at Lessee's own risk and Lessor shall not be liable in any way for
injury, loss or damage which may occur to any person, or to the Lessee's
property or installations made in the leased premises and Lessee agrees to
protect, defend, indemnify and save Lessor harmless from all liabilities,
costs, damages, fees and expenses arising out of or connected with the
activities of Lessee or its employees, agents, contractors, suppliers or workmen
in or about the leased premises or Building. All such work by Lessee shall be
performed at its sole cost and expense and in accordance with the terms hereof.

     1.4 Base Rent.

                Months    Rental Rate              Monthly
                 1-36     16.55 (full service)     $6,738.61
                37-60     17.05 (full service)     $6,942.19

     1.05 Operating Expense Payment. Per Section 2.02 hereof.

     1.06 Addresses.

          LESSOR                         LESSEE

Sheridan Irving, L.P.                SPR Inc.
-------------------------------      -------------------------------------
1800 Glenarm Place, #700             800 West Airport Fwy, Suite 600, LB #
-------------------------------      -------------------------------------
Denver, CO 80202                     Irving, Texas 75062
-------------------------------      -------------------------------------

     1.7  Permitted Use. General Office
                         --------------

                                       1

INITIALS Stg Lma
         --- ---
<PAGE>

                           First Amendment To Lease

This First Amendment is entered into between Sheridan Irving, L.P. ("Lessor")
and SPR Inc. ("Lessee") for and in consideration of ten dollars ($10.00) and
other good and valuable considerate receipt of which is hereby acknowledged:


                                  Witnesseth

1. Lessor and Lessee hereby confirm and ratify, except as modified below, all of
   the terms, conditions and covenants in that certain written Lease Agreement,
   dated January 26, 1998.

2. Lessor and Lessee agree that Lessee wishes to lease the adjacent 2,645
   rentable square feet located in Suite 605, the ("Expansion Space") for a term
   of five (5) years commencing on April 1, 1998 and expiring on March 31, 2003.

3. The rental rate for the Expansion Space will be as follows:

               Years     Rate       Monthly
               -----     ----       -------
                1-3      $15.50     $3,416.46
                4-5      $16.00     $3,526.67

4. Lessor will provide Lessee with an improvement allowance of $31,740.00 to
   improve the Premises. Any costs incurred above the allowance will be paid
   directly to Lessor by Lessee or amortized into Tenant's rental rate at ten
   percent (10%) per annum.

5. Lessor will provide Lessee with an additional eight (8) parking spaces.

6. Lessee's pro rata share will become 5.33%

7. All other terms and conditions of the original Lease Agreement shall remain
   in full force and effect, except as modified herein

8. This Amendment to Lease is only binding upon execution by both Lessor and
   Lessee.

   Agreed to this 10 day of March, 1998.

           LESSOR                                 LESSEE

SHERIDAN IRVING, L.P., a Texas               SPR Inc.
 Limited Partnership
By Sheridan Management Corp., G.P.

By: /s/ Laurie M Adams                       By: /s/ Stephen T Gambill
   ---------------------------------             -----------------------------
   Laurie M Adams, Vice President                Stephen T Gambill

   3-16-98                                       VP + Chief Financial Officer
   ---------------------------------             -----------------------------
                                                  (Type Name and Title)
<PAGE>

                                  COMMERCIAL
                                LEASE AGREEMENT

                        ARTICLE 1.00 BASIC LEASE TERMS


     1.01   Parties. This Lease Agreement ("Lease") is entered into this 3/rd/
day of February, 1998 by and between the following Lessor and Lessee:

            Sheridan Irving, L.P.                      ("Lessor")
            -------------------------------------------

            SPR Inc., a Delaware Corporation           ("Lessee")
            -------------------------------------------

     1.02   Leased Premises. In consideration of the rents, terms, provisions
and covenants of this Lease, Lessor hereby leases, lets and demises to Lessee
the following described premises ("leased premises"): 4,886 square feet of
rentable area on the 6/th/ floor known as Suite 600. The term "rentable area" is
defined on Exhibit "A" attached hereto and made a part hereof. The leased
premises are situated within the building located at 800 West Airport Freeway,
Irving, Texas, 75065, and a plan of the floor or floors on which the leased
premises are located is made a part of Exhibit "A".

    1.03   Term. Subject to and upon the conditions set forth herein, the term
of this Lease shall be for five (5) years and zero (0) months and shall commence
on March 1, 1998 the ("commencement date") and shall terminate February 28, 2003
(60) months thereafter. Lessor shall permit Lessee or Lessee's employees,
agents, suppliers, contractors and workmen to enter the leased premises prior to
the commencement of the Term so long as Lessee has provided Lessor a certificate
of insurance as provided for in paragraph 7.08 prior to entering the leased
premises so as to enable Lessee to perform such other acts as may be required by
Lessee to make the leased premises ready for Lessee's occupancy. Lessee agrees
that Lessee and its employees, agents, suppliers, contractors and workmen and
their activities in the leased premises and Building will not interfere with or
delay the completion of the Lessor Work to be performed by Lessor and will not
interfere with other activities of either Lessor or other occupants of the
Building. Lessor shall have the right to discontinue such entry upon a written
notice of not less than twenty-four (24) hours to Lessee if Lessor determines
that any such interference or delay has been or may be caused. Notwithstanding
anything contained herein, Lessee agrees that any such entry into the leased
premises shall be at Lessee's own risk and Lessor shall not be liable in any way
for injury, loss or damage which may occur to any person, or to the Lessee's
property or installations made in the leased premises and Lessee agrees to
protect, defend, indemnify and save Lessor harmless from all liabilities, costs,
damages, fees and expenses arising out of or connected with the activities of
Lessee or its employees, agents, contractors, suppliers or workmen in or about
the leased premises or Building. All such work by Lessee shall be performed at
its sole cost and expense and in accordance with the terms hereof.

     1.4    Base Rent.

                Months        Rental Rate              Monthly
                 1-36         16.55 (full service)     $6,738.61
                37-60         17.05 (full service)     $6,942.19

     1.05   Operating Expense Payment. Per Section 2.02 hereof.

     1.06   Addresses.

          LESSOR                                  LESSEE

Sheridan Irving, L.P.                   SPR Inc.
-------------------------------------   -------------------------------------

1800 Glenarm Place, #700                800 West Airport Fwy, Suite 600, LB#
-------------------------------------   -------------------------------------

Denver, CO 80202                        Irving, Texas 75062
-------------------------------------   -------------------------------------

     1.7    Permitted Use. General Office
                           --------------

                                       1

INITIALS   STG      LMA
           ---      ---
<PAGE>

     1.08   Security Deposit $ 6,942.19; payable by Lessee upon execution of
this lease.

                               ARTICLE 2.00 RENT

     2.01   Base Rent. Lessee agrees to pay monthly as base rent during the term
of this Lease, without deduction, set-off or counterclaim the sum of money set
forth in section 1.04 of this Lease, which amount shall be payable to Lessor at
the address shown above. One monthly installment of rent shall be due and
payable on the date of execution of this Lease by Lessee for the first month's
rent and a like monthly installment shall be due and payable on or before the
first day of each calendar month succeeding the commencement date or completion
date during the term of this Lease, provided, that if the commencement date or
the completion date should be a date other than the first day of a calendar
month, the monthly rental set forth above shall be prorated to the end of that
calendar month, and all succeeding installments of rent shall be payable on or
before the first day of each succeeding calendar month during the term of this
Lease. Lessee shall pay, as additional rental, all other sums due under this
Lease. A rent concession or waiver of the base rent shall not relieve Lessee of
any obligation to pay any other charge due and payable under this Lease,
including without limitation, any sum due under section 1.05.

     2.02   Operating Expense Payment. Lessee shall also pay as additional
rental Lessee's pro rata share of the amount, if any, by which (i) the operating
expenses (defined in Section 2.03 hereof) exceed the actual per square foot
building operating expenses for 1998 as a base year based on the rentable area
of the building (the "Operating Expense Obligation"). Lessor shall invoice
Lessee monthly for monthly installments of Lessee's Operating Expenses
Obligation during the first calendar year of this Lease (which amount shall be
adjusted at the beginning of each subsequent calendar year based upon
anticipated operating costs for such year). Lessor shall, within six months
following the close of a calendar year for which additional rental is due under
this section, invoice Lessee for the additional rent. If this Lease shall
terminate on a day other than the last day of a calendar year, the amount of any
additional rental payable by Lessee applicable to the year in which such
termination shall occur shall be prorated on the ratio that the number of days
from the commencement of such calendar year and to including such termination
date bears to 365. If the invoice delivered within six months following the
close of a calendar year in accordance with this section shows an amount
owing by Lessee that is less than the sum of the monthly payments made by Lessee
in the previous calendar year, the invoice shall be accompanied by a refund of
the excess from Lessor to Lessee. During the year in which this Lease
terminates, Lessor shall have the option to invoice Lessee for Lessee's
Operating Expenses Obligation based upon Lessee's previous year's Operating
Expenses Obligation; Lessor shall invoice Lessee under this option within thirty
days prior to the termination of this Lease or at any time thereafter. Lessee
shall have the right, at its own expense and within reasonable time, to audit
Lessor's books relevant to the additional rent, and Lessee agrees to pay the
additional rent within ten days following the receipt of the invoice. The term
"Lessee's pro rata share" is defined on Exhibit "A" attached hereto. If after
audit, Lessee determines the obligation was overstated, Lessee shall be entitled
to a refund of the overstatement. If overstatement exceeds three percent (3%) of
amount due, Lessor shall pay cost of audit.

     2.03   Operating Expenses. The term "operating expenses" includes all
expenses incurred by Lessor with respect to the maintenance and operation of the
building and project of which the leased premises are a part, including, but not
limited to, the following: (1) maintenance and repair costs; (2) electricity,
fuel, water, sewer, gas and other utility charges; (3) security, window washing,
janitorial services, trash and snow removal; (4) landscaping and pest control;
(5) reasonable (consistent with like building in the market) management fees,
wages and fringe benefits payable to on-site building manager; (6) all services,
supplies, repairs, replacements or other expenses for maintaining and operating
the building or project including parking or common areas; (7) the cost,
including interest, amortized over its useful life, of installation of any
device or other equipment which improves the operating efficiency of any system
within the building of which the leased premises forms a part; (8) all real
property taxes and installments of special assessments, including dues and
assessments by means of deed restrictions and/or owners' associations which
accrue against the building and project of which the leased premises are a part
during the term of this Lease; (9) all insurance premiums Lessor is required to
pay or deems necessary to pay, including public liability insurance, with
respect to the building; (10) workmen's

                                       2

INITIALS  STG       LMA
          ---       ---
<PAGE>

compensation insurance, employment taxes, uniforms and equipment for employees
and agents referenced in item (5) above; (11) fire protection; and (12)
maintenance, repair and replacement of water, electrical, sanitary sewer, storm
sewer and other utility lines, pipes and conduits serving the building and
project. The term "operating expenses" does not include the following; (1)
repairs, restoration or other work occasioned by fire, wind, the elements or
other casualty; (2) income and franchise taxes of Lessor; (3) expenses incurred
in leasing to or procuring of tenants, leasing commissions, advertising expenses
and expenses for the renovating of space for new tenants; (4) interest or
principal payments on any mortgage or other indebtedness of Lessor; (5) any
depreciation allowance or expense; (6) capital improvements to the Building
other than as described in (7) above, including those required by law, (7)
abatement of environmental hazards or materials.

     2.04   Late Payment Charge. Other remedies for nonpayment of rent
notwithstanding, if the monthly payment due per sections 2.01 and 2.02 above are
not received by Lessor on or before the fifth day of the month for which the
rent is due, or if any other payment due Lessor by Lessee is not received by
Lessor on or before the fifth day of the month next following the month in which
Lessee was invoiced, to the maximum extent permitted by applicable law, a
service charge of up to three percent (3%) per month until paid of such past due
amount shall, at Lessor's option, be assessed and shall be immediately due and
payable by Lessee in addition to such other amount owed under this Lease.

     2.05   Increase in Insurance Premiums. If any increase in the fire
insurance premiums paid by Lessor for the building is caused by Lessee's use of
the leased premises in a manner other than as set forth in section 1.07, then
Lessee shall pay as additional rent the amount of such increase to Lessor.

     2.06   Security Deposit. On the date of execution of this Lease by Lessee,
there shall be due and payable by Lessee a security deposit in an amount
specified in section 1.08 above, to be held for the performance by Lessee of
Lessee's covenants and obligations under this Lease, it being expressly
understood that the deposit shall not be considered an advance payment of rental
or a measure of Lessor's damage in case of default by Lessee. Upon the
occurrence of any event of default by Lessee or breach by Lessee of Lessee's
covenants under this Lease, Lessor may, from time to time after notice and
opportunity to cure as provided herein, without prejudice to any other remedy,
use the security deposit to the extent necessary to make good any arrears of
rent, or to repair any damage or injury, and pay any expense or liability
incurred by Lessor as a result of the event of default or breach of covenant,
and any remaining balance of the security deposit shall be returned by Lessor to
Lessee upon termination of this Lease. If any portion of the security deposit is
so used or applied, Lessee shall upon ten days written notice from Lessor,
deposit with Lessor an amount sufficient to restore the security deposit to its
original amount.

     2.07   Holding Over. In the event of holding over by Lessee after the
expiration or termination of this Lease, the hold over shall be as a tenant at
will and all of the other terms and provisions of this Lease shall be applicable
during that period, except that Lessee shall pay lessor as rental for the period
of such hold over a monthly amount equal to 1.5 times the monthly rent which
would have been payable by Lessee had the hold over period been a part of the
original term of this Lease. Lessee agrees to vacate and deliver the lease
premises to Lessor upon Lessee's receipt of notice from Lessor to vacate. The
rental payable during the hold over period shall be payable to Lessor on demand.
No holding over by Lessee, whether with or without the consent of Lessor, shall
operate to extend the term of this Lease.

                        ARTICLE 3.00 OCCUPANCY AND USE

     3.01   Use. Lessee warrants and represents to Lessor that the leased
premises shall be used and occupied only for the purpose as set forth in section
1.07. Lessee shall occupy the Leased premises, conduct its business and control
its agents, employees, invitees and visitors in such a manner as is lawful,
reputable and will not create any nuisance. Lessee shall not permit any
operation which emits any odor or matter which intrudes into other portions of
the building, use any apparatus or machine which makes undue noise or causes
vibration in any portion of the building or otherwise interfere with, annoy or
disturb any other lessee in its normal business operations or Lessor in its
management of the building. Lessee shall not commit or permit any

                                       3

INITIALS   [ILLEGIBLE]^^      Lma
           -------------      ---
<PAGE>

waste on the leased premises, permit the leased premises to be used in any way
which would, in the reasonable opinion of Lessor, be extra hazardous on
                    ----------
account of fire or which would in any way increase or render void the fire
insurance on the building.

     3.02   Signs. No sign of any type or description visible from the exterior
of the leased premises shall be erected, place or painted in or about the
leased premises or project except those signs and sign locations submitted to
Lessor in writing and approved by Lessor in writing, not to be unreasonably
withheld, and which signs and sign locations are in conformance with Lessor's
sign criteria established for the project.

     3.03   Compliance with Laws, Rules and Regulations. Lessee, at Lessee's
sole cost and expense, shall comply with all laws, ordinances, orders, rules and
regulations of state, federal, municipal or other agencies or bodies having
jurisdiction relating to the use, condition and occupancy of the leased premises
arising directly from Lessee's use thereof, occurring after the commencement
date, and unrelated to environmental abatement or sprinklers, including, without
limitation, the Americans with Disabilities Act and all regulations promulgated
thereunder or pursuant thereto. Lessee will comply with the rules of the
building adopted by Lessor which are set forth on Exhibit B attached to this
Lease. Lessor shall have the right at all times to change and amend the rules
and regulations in any reasonable manner as may be deemed advisable for the
safety, care, cleanliness, preservation of good order and operation or use of
the building or the leased premises. All changes and amendments to the rules and
regulations of the building will be sent by Lessor to Lessee in writing and
shall thereafter be carried out and observed by Lessee. Rules and regulations
shall be enforced in a non-discriminatory manner.

     3.04   Warranty of Possession. Lessor warrants that it has the right and
authority to execute this Lease, and Lessee, upon payment of the required
rents and subject to the terms, conditions, covenants and agreements contained
in this Lease, shall have possession of the leased premises during the full
term of this Lease as well as any extension or renewal thereof.

     3.05   Third Party Interference. Lessor shall not be responsible for the
acts or omissions of any other lessee or third party that may interfere with
Lessee's use and enjoyment of the leased premises, provided Lessor shall use
reasonable efforts to respond to Lessee complaints regarding violations by third
parties of established rules and regulations.

     3.06   Lessor's Right of Access. Lessor or its authorized agents shall at
any and all reasonable times following reasonable notice to Lessee have the
right to enter the leased premises to inspect the same, to supply janitorial
service or any other service to be provided by Lessor, to show during the last
six months of the term the leased premises to prospective purchasers or lessees,
and to alter, improve or repair the leased premises or any other portion of the
building. Lessee hereby waives any claim for damages for injury or inconvenience
to or interference with Lessee's business, any loss of occupancy or use of the
leased premises, and any other loss occasioned thereby except to the extent
resulting from the negligent or willful misconduct of Lessor, its employees and
agents. Lessor shall at all times have and retain a key with which to unlock all
of the doors in, upon and about the leased premises. Lessee shall not change
Lessor's lock system or in any other manner prohibit Lessor from entering the
leased premises. Lessor shall have the right to use any and all means which
Lessor may deem proper to open any door in an emergency without liability
therefor. In exercising the foregoing rights, Lessor shall use reasonable
efforts to minimize interference with Lessee's use and enjoyment of the leased
premises.

                      ARTICLE 4.00 UTILITIES AND SERVICE

     4.01   Building Services. Lessor shall furnish water and electricity for
Lessee during the term of this Lease. Lessee shall pay all telephone charges.
Lessor shall furnish Lessee hot and cold water at those points of supply
provided for general use of other lessees in the building, central heating and
air conditioning in season (at times Lessor normally furnishes these services to
other lessees in the building, and at temperatures and in amounts as are
considered by Lessor to be standard, such serve on Saturday afternoons, Sundays,
evenings and holidays to be furnished only upon the request of Lessee, who shall
bear the entire cost reasonably set for the leased premises). Lessor shall also
                --------------------------------------------
furnish routine maintenance, painting and electric lighting service for

                                       4

INITIALS   [ILLEGIBLE]^^     Lma
           -------------     ---
<PAGE>

all public areas and special service areas of the building in the manner and to
the extent deemed by Lessor to be standard. Lessor shall provide automatic
elevators available for use on a 7/24 basis. Lessor may, in its sole discretion,
provide additional services not enumerated herein. Failure by Lessor to any
extent to furnish these defined services or any other services not enumerated,
or any cessation thereof, shall not render Lessor liable in any respect for
damages to either person or property, be construed as an eviction of Lessee,
work an abatement of rent or relieve Lessee from fulfillment of any covenant in
this Lease except as allowed by law. Should any of the building equipment or
machinery break down, or for any cause cease to function properly, Lessor shall
use reasonable diligence to repair the same promptly, but Lessee shall have no
claim for rebate of rent on account of any interruption in service occasioned
from the repairs. Notwithstanding the foregoing to the contrary, in the event
any interruption in utility service due to the negligence of the Landlord causes
the leased premises to be rendered untenantable (meaning that Lessee is unable
to use such space in the formal course of its business) for more than five (5)
consecutive days after notice from Lessee to Lessor that such utility service
has been interrupted ("Interruption Notice"), rent shall abate on a per diem
basis for each day after such five (5) day period during which the leased
premises remain untenantable. If an interruption in utility service causes the
leased premises to be rendered untenantable for more than one hundred eighty
(180) consecutive days after Lessee gives Lessor an Interruption Notice, Lessee
may, at its option, terminate this Lease by giving notice to Lessor within five
(5) days after such one hundred eighty (180) day period. Lessor reserves the
right from time to time to make reasonable changes in the delivery of utilities
and services to the building not depriving Lessee of benefit.

     4.02 Theft or Burglary. Lessor shall not be liable to Lessee for losses due
to theft or burglary, or for damages done by unauthorized persons to the
leased premises or the building. Lessor shall provide reasonable security
measures consistent with like buildings in the market.

     4.03 Janitorial Service. Lessor shall furnish janitorial services to the
leased premises and public areas of the building in amounts and quality
consistent with services provided to like buildings in the area five times per
week during the term of this Lease, excluding holidays. Lessor shall not provide
janitorial service to kitchen, bathrooms or storage areas included in the leased
premises.

     4.04 Excessive Utility Consumption. Lessee shall pay all utility costs
occasioned by electrodata processing machines, telephone equipment, computers
and other equipment of high electrical consumption, including without
limitation, the cost of installing, servicing and maintaining any special or
additional inside or outside wiring or lines, meters or submeters, transformers,
poles, air conditioning costs, or the cost of any other equipment necessary to
increase the amount or type of electricity or power available to the leased
premises. Lessee shall not install any such equipment without the prior written
consent of Lessor, which consent shall not be unreasonable withheld.

     Lessor may, among other conditions, require as a condition to its consent
for the installation of such equipment or machinery, payment by Lessee as
additional rent for excess consumption of electricity that may be occasioned by
the operation of said equipment or machinery. Lessor may make periodic
inspections of the leased premises at reasonable times to determine that
Lessee's electrically operated equipment and machinery complies with the
provisions of this section.

     The total average consumption of electricity, including lighting, in excess
of five (5) watts per square foot for the leased premises shall be deemed
excessive. Additionally, any individual piece of electrically operated machinery
or equipment having a name plate rating in excess of two (2) kilowatts shall
also be deemed as requiring excess electric current. At Lessee's option and
expense, Lessee may install an electrical meter to track such costs.

     Lessor may require that one or more separate meters be installed to record
the consumption or use of electricity, or shall have the right to cause a
reputable independent electrical engineer to survey and determine the quantity
of electricity consumed by such excessive use. The cost of any such survey or
meters and of installation, maintenance and repair thereof shall be paid for by
Lessee. Lessee agrees to pay Lessor (or the utility company, if direct service
is provided by the utility company), promptly upon demand therefor, for all such
electric consumption and demand as shown by said meters, or a flat monthly
charge determined by the


INITIALS [ILLEGIBLE]^^  Lma
         -------------  ---

                                       5

<PAGE>

survey, as applicable, at the rates charged for such service by the local public
utility company. If Lessee's cost of electricity based on meter readings is to
be paid to Lessor, Lessee shall pay a service charge related thereto.

     Lessor shall not be liable for its failure to maintain comfortable
atmospheric conditions in all or any portion of the leased premises due to heat
generated by any equipment, machinery or additional lighting installed by
Lessee (with or without Lessor's consent) that exceeds design capabilities for
the building of which the leased premises are a part. If Lessee desires
additional cooling to offset excessive heat generated by such equipment or
machinery, Lessee shall pay for auxiliary cooling equipment, and its operating
costs including without limitation electricity, gas, oil and water, or for
excess electrical consumption by the existing cooling system, as appropriate.

     4.05 Window Coverings. Lessor shall furnish and install window coverings on
all exterior windows to maintain a uniform exterior appearance. Lessee shall not
remove or replace these window coverings or install any other window covering
which would affect the exterior appearance of the building. Lessee may install
lined or unlined over draperies on the interior sides of the Lessor furnished
window coverings, for interior appearance or to reduce light transmissions,
provided such over draperies do not affect the exterior appearance of the
building, or affect the operation of the building's heating, ventilating and air
conditioning systems.

     4.06 Charge for Service. All costs of Lessor for providing the services set
forth in Article 4.00 (except those charges paid by Lessee pursuant to section
4.04) shall be subject to the additional rent provisions in section 2.02.

                     ARTICLE 5.00 REPAIRS AND MAINTENANCE

     5.01 Lessor Repairs. Unless otherwise expressly provided herein, Lessor
shall not be required to make any improvements, replacements or repairs of any
kind or character to the leased premises or to the building and project of which
the leased premises are a part during the term of this Lease, except such
repairs as are set forth in this section. Lessor shall maintain only the roof,
foundation, parking and common areas, the structural soundness of the exterior
walls, doors, corridors, windows and other structures or equipment serving the
leased premises. Lessor's cost of maintaining and repairing the items set forth
in this section are subject to the additional rent provisions in section 2.02.
Lessor shall not be liable to Lessee, except as expressly provided in this
Lease, for any damage or inconvenience, and Lessee shall not be entitled to any
abatement or reduction of rent by reason of any repairs, alterations or
additions made by Lessor under this Lease, provided Lessor shall use reasonable
efforts to minimize interference with Lessee's use and enjoyment of the
Premises.

     5.02 Lessee Repairs. Lessee shall, at its own cost and expense, repair or
replace any damage or injury to all or any part of the leased premises caused by
Lessee or Lessee's agents, employees, invitees, licensees or visitors, after
having obtained Lessor's approval per section 6.02 hereof; provided, however,
if Lessee fails to make the repairs or replacements promptly after notice and
opportunity to cure, Lessor may, at its option, make the repairs or replacements
and the costs of such repairs or replacements shall be charged to Lessee as
additional rent and shall become payable by Lessee with the payment of the rent
next due hereunder.

     5.03 Request for Repairs. All requests for repairs or maintenance that are
the responsibility of Lessor pursuant to any provisions of this Lease must be
made in writing to Lessor at the address set forth herein.

     5.04 Lessee Damages. Lessee shall not allow any damage to be committed on
any portion of the leased premises or building, and at the termination of this
Lease, by lapse of time or otherwise, Lessee shall deliver the leased premises
to Lessor in as good condition as existed at the commencement date of this
Lease, ordinary wear and tear excepted. The cost and expense of any repairs
necessary to restore the condition of the leased premises shall be borne by
Lessee.

                                       6

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                   ARTICLE 6.00 ALTERATIONS AND IMPROVEMENTS

     6.01 Lessor Improvements. If construction to the leased premises is to be
performed by Lessor prior to or during Lessee's occupancy, Lessor will complete
the construction of the improvements to the leased premises, in accordance
with plans and specifications agreed to by Lessor and Lessee, which plans and
specifications are made a part of this Lease by reference, Lessee shall execute
a copy of the plans and specifications and a change order setting forth the
amount of any such costs to be borne by Lessor within seven days of receipt of
the plans and specifications. In the event Lessee fails to execute the plans
and specifications and change order within the seven-day period, Lessor may, at
its sole option, declare this Lease canceled or notify Lessee that the base rent
shall commence on the completion date even though the improvements to be
constructed by Lessor may not be complete. Any changes or modifications to the
approved plans and specifications shall be made and accepted by written change
order or agreement signed by Lessor and Lessee and shall constitute an amendment
to this Lease.

     6.02 Lessee Improvements. Lessee shall not make or allow to be made any
alterations or physical additions in or to the leased premises without first
obtaining the written consent of Lessor, which consent shall not be unreasonably
withheld. Notwithstanding the foregoing to the contrary, if the Alterations (1)
are or cosmetic nature such as painting, wallpapering, hanging pictures,
millwork and carpeting; (2) are not visible from the exterior of the leased
premises or the Building and (3) do not affect the Systems or the structural
elements of the Building, then such no consent shall be required; provided that
even if Lessor's consent to an Alteration is not required, Lessee shall still
comply with this Section. Any alterations, physical additions or improvements to
the leased premises made by Lessee shall become the property of Lessor and shall
be surrendered to Lessor and become the property of Lessor upon the termination
of this Lease. Provided, however, Lessor, at its option, may require at the time
of approval only, Lessee to remove any physical additions and/or repair any
alterations in order to restore the leased premises to the condition existing at
the time Lessee took possession, all costs of removal and/or alterations to be
borne by Lessee. This clause shall not apply to moveable equipment or furniture
owned by Lessee which may be removed by Lessee at the end of the term of this
Lease if Lessee is not then in default and if such equipment and furniture is
not then subject to any other rights, liens and interests of Lessor.

                ARTICLE 7.00 CASUALTY AND INSURANCE, LIABILITY

     7.01 Substantial Destruction. If the leased premises should be totally
destroyed by fire or other casualty, or if the leased premises should be so
damaged so that Lessor determines in its sole discretion that rebuilding cannot
reasonably be completed within 120 working days after the date of written
notification by Lessee to Lessor of the destruction, this Lease shall terminate
and the rent shall be abated for the unexpired portion of the Lease, effective
as of the date of the written notification.

     7.02 Partial Destruction. If the leased premises should be partially
damaged by fire or other casualty, and Lessor determines in its sole discretion
that rebuilding or repairs can reasonably be completed within 120 working days
from the date of written notification by Lessee to Lessor of the destruction,
this Lease shall not terminate, and Lessor shall at its sole risk and expense
proceed with reasonable diligence to rebuild or repair the building or other
improvements to substantially the same condition in which they existed prior to
the damage. If the leased premises are to be rebuilt or repaired and are
untenantable in whole or in part following the damage, and the damage or
destruction was not caused or contributed to by act or negligence of Lessee, its
agents, employees, invitees or those for whom Lessee is responsible, the rent
payable under this Lease during the period for which the leased premises are
untenantable may be adjusted to such an extent as Lessor in its sole discretion
determines is fair and reasonable under the circumstances. In the event that
Lessor fails to complete the necessary repairs or rebuilding within 120 working
days from the date of written notification by Lessee to Lessor of the
destruction, Lessee may at its option terminate this Lease by delivering written
notice of termination to Lessor, whereupon all rights and obligations under this
Lease shall cease to exist.

     7.03 Property Insurance. Lessor shall at all times during the term of this
Lease maintain a policy or policies of insurance with the premiums paid in
advance, issued by and

                                       7
<PAGE>

binding upon some solvent insurance company, insuring the building against all
risk of direct physical loss in an amount equal to ninety percent of the full
replacement cost of the building structure and its improvements as of the date
of the loss; provided, that Lessor shall not be obligated in any way or manner
to insure any personal property (including, but not limited to, any furniture,
machinery, goods or supplies) of Lessee upon or within the leased premises, any
fixtures installed by or paid for by Lessee upon or within the leased premises,
or any improvements which Lessee may construct on the leased premises, Lessee
shall have no right in or claim to the proceeds of any policy of insurance
maintained by Lessor even if the costs of such insurance is borne by Lessee as
set forth in Article 2.00.

     7.04 Waiver of Subrogation. Anything in this Lease to the contrary
notwithstanding, subject to the approval or acceptance of the parties'
respective insurance carriers, as herein provided, Lessor and Lessee hereby
waive and release each other of and from any and all rights of recovery, claim,
action or cause of action, against each other, their agents, officers and
employees, for any loss or damage that may occur to the leased premises,
improvements to the building of which the leased premises are a part, or
personal property within the building, by reason of fire or the elements
regardless of cause or origin, including negligence of Lessor or Lessee and
their agents, officers and employees. Because this section will preclude the
assignment of any claim mentioned in it by way of subrogation or otherwise to an
insurance company or any other person, each party to this Lease agrees
immediately to give to each insurance company which has issued to it policies of
insurance covering all risk of direct physical loss, written notice of terms of
the mutual waivers contained in this section and to have the insurance policies
properly endorsed, if necessary, to prevent the invalidation of the insurance
coverages by reason of the mutual waivers contained in this section.

     7.05 Hold Harmless. Lessor shall not be liable to Lessee's employees,
agents, invitees, licensees or visitors, or to any other person, for any
injury to person or damage to property on or about the leased premises
caused by the negligence or misconduct of Lessee, its agents, servants or
employees, or of any other person entering upon the leased premises under
express or implied invitation by Lessee, or caused by the improvements
located on the leased premises becoming out of repair, the failure or
cessation of any service provided by Lessor (including security service and
devices), or caused by leakage of gas, oil, water or steam or by electricity
emanating from the leased premises. Lessee agrees to indemnify and hold
harmless Lessor from any loss, attorney's fees, expenses and claims arising
out of any such damage or injury, except to the limited extent arising solely
out of any fault or negligence on the part of Lessor. Without limitation of any
other provisions hereof, Lessor agrees to defend, protect, indemnify and save
harmless Lessee and Lessee's beneficiaries and their respective partners,
affiliates, officers, agents, servants and employees from and against all
liability to third parties arising solely out of the acts of Lessor or its
agents, or employees.

     7.06 Criminal Acts of Third Parties. Lessor shall not be liable in any
manner to Lessee, its agents, employees, invitees or visitors for any injury or
damage to Lessee, Lessee's agents, employees, invitees or visitors, or their
property, caused by the criminal or intentional misconduct of third parties or
of Lessee, Lessee's agents, employees, invitees or visitors. All claims against
Lessor for any such damage or injury are hereby expressly waived by Lessee, and
Lessee hereby agrees to hold harmless and indemnify Lessor from all such damages
and the attorney's fees and other expenses of defending all claims made by
Lessee's agents, employees, invitees or visitors arising out of such acts,
except to the limited extent caused solely by any fault or negligence on the
part of Lessor.

     7.07 Public Liability. Lessor assumes no liability or responsibility
whatsoever with respect to the conduct and operation of the business to be
conducted upon the leased premises. Lessor shall not be liable for any accident
to or injury to any person or persons or property in or about the leased
premises which are caused by the conduct and operation of said business or by
virtue of equipment or property of Lessee in said premises. Lessee agrees to
indemnify and hold harmless Lessor from and against any loss, attorney's fees,
expenses and claims arising out of such accident or injury, except to the
limited extent caused solely by any fault or negligence on the part of Lessor.

                                       8
<PAGE>

7.08 Lessee Insurance.

     (a)  Lessee at its cost shall maintain as named insured, during the term of
this Lease, public liability and property damage insurance with at least a
single combined liability and property damage limit of $1,000,000.00, insuring
against all liability of Lessee and its authorized representatives arising out
of an in connection with Lessee's use of occupancy of the leased premises. All
public liability insurance and property damage insurance shall insure
performance by Lessee of the indemnity provisions of this Article 7.00. Lessor
and Lessor's agent, Sheridan Management Corp., shall be named as additional
                    -------------------------
insureds. The policy shall contain a contractual liability endorsement that
refers expressly to this Lease.

     (b)  Lessee at its cost shall maintain as named insured, during the term of
this Lease, fire and extended coverage insurance on the leased premises and its
contents, including any leasehold improvements made by Lessee, in an amount
sufficient so that no co-insurance will be payable in case of loss.

     (c)  Lessee shall increase its insurance coverage as required not more
frequently than each three (3) years, if in the opinion of the mortgagee of the
building or Lessor's insurance agent the amount of public liability and property
damage insurance coverage at that time is not adequate.

     (d)  All insurance required under this Lease shall be issued by insurance
companies authorized to do business in the State of Texas. Each policy shall
contain an endorsement requiring 30 days' written notice from the insurance
company to Lessor before cancellation or any change in the coverage, scope or
amount of any policy. Each policy, or a certificate showing it is in effect,
together with evidence of payment of premiums, shall be deposited with Lessor at
the commencement of the term, and renewal certificates or copies of renewal
policies shall be delivered to Lessor at least thirty (30) days prior to the
expiration date of any policy.

     (e)  Notwithstanding the fact that any liability of Lessee to Lessor may
be covered by Lessee's insurance, Lessee's liability shall in no way be limited
by the amount of its insurance recovery.

                           ARTICLE 8.00 CONDEMNATION

     8.01 Substantial Taking. If during the term (or any extension or renewal)
of this Lease, all or a substantial part of the leased premises are taken for
any public or quasi-public use under any governmental law, ordinance or
regulation, or by right of eminent domain or by purchase in lieu thereof, and
the taking would prevent or materially interfere with the use of the leased
premises for the purpose for which they are then being used, this Lease shall
terminate and the rent shall be abated during the unexpired portion of this
Lease effective on the date physical possession is taken by the condemning
authority. Lessee shall have no claim to the condemnation award provided,
however, that Lessee may proceed independently in such proceeding for the
unamoritized value of the leasehold improvements for which Lessee has paid for
in their entirety and its moving costs only in any such award is in addition to
and not in diminution of Lessor's award.

     8.02 Partial Taking. In the event a portion of the leased premises shall be
taken for any public or quasi-public use under any governmental law, ordinance
or regulation, or by right of eminent domain or by purchase in lieu thereof, and
this Lease is not terminated as provided in section 8.01 above, Lessor may, at
Lessor's sole risk and expense, restore and reconstruct the building and other
improvements on the leased premises to the extent necessary to make it
reasonably tenantable. The rent payable under this Lease during the unexpired
portion of the term shall be adjusted to such an extent as Lessor determines in
its sole discretion is fair and reasonable under the circumstances. Lessee shall
have no claim to the condemnation award provided, however, that Lessee may
proceed independently in such proceeding for the unamoritized value of the
leasehold improvements for which Lessee has paid for in their entirety and its
moving costs only in any such award is in addition to and not in diminution of
Lessor's award.

                                       9

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                      ARTICLE 9.00 ASSIGNMENT OR SUBLEASE

     9.01 Lessor Assignment. Lessor shall have the right to sell, transfer or
assign, in whole or in part, its rights and obligations in this Lease and in the
building. Any such sale, transfer or assignment shall operate to release Lessor
from any and all liabilities under this Lease arising after the date of such
sale, assignment or transfer.

     9.02 Lessee Assignment. Lessee shall not assign, in whole or in part, this
Lease, or allow it to be assigned, in whole or in part, by operation of law or
otherwise or mortgage or pledge the same, or sublet the leased premises, in
whole or in part, without the prior written consent of Lessor which shall not
be unreasonably withheld, and in no event shall any such assignment or sublease
ever release Lessee or any guarantor from any obligation or liability hereunder.
No assignee or sublessee of the leased premises or any portion thereof may
assign or sublet the leased premises or any portion thereof.

     9.03 Conditions of Assignment. If Lessee desires to assign or sublet all or
any part of the leased premises, it shall so notify Lessor at least thirty days
in advance of the date on which Lessee desires to make such assignment or
sublease. Lessee shall provide Lessor with a copy of the proposed assignment or
sublease and such information as Lessor might request concerning the proposed
sublessee or assignee to allow Lessor to make informed judgments as to the
financial condition, reputation, operations and general desirability of the
proposed subtenant or assignee. Within fifteen days after Lessor's receipt of
Lessee's proposed assignment or sublease and all required information concerning
the proposed subtenant or assignee, Lessor shall have the following options: (1)
cancel this Lease as to the leased premises or portion thereof proposed to be
assigned or sublet; (2) consent to the proposed assignment or sublease, and, if
the rent due and payable by any assignee or sublessee under any such permitted
assignment or sublease (or a combination of the rent payable under such
assignment or sublease plus any bonus or any other consideration therefore or
any payment incident thereto) exceeds the rent payable under this Lease for such
space, Lessee shall pay to Lessor fifty percent (50%) such excess rent and other
excess consideration within ten days following receipt thereof by Lessee; or (3)
refuse, in its reasonable discretion and judgment, to consent to the proposed
assignment or sublease, which refusal shall be deemed to have been exercised
unless Lessor gives Lessee written notice providing otherwise. Upon the
occurrence of an event of default, if all or any part of the leased premises are
then assigned or sublet, Lessor, in addition to any other remedies provided by
this Lease or provided by law, may, at its option, collect directly from the
assignee or subtenant all rents becoming due to Lessee by reason of the
assignment or sublease. Any collection directly by Lessor from the assignee or
subtenant shall not be construed to constitute a novation or a release of Lessee
or any guarantor from the further performance of its obligations under this
Lease.

     9.04 Rights of Lessor's Mortgagees. Lessee accepts this Lease subject and
subordinate to any recorded mortgage or deed of trust lien presently existing or
hereafter created upon the leased premises by or through Lessor, Lessor is
hereby irrevocably vested with full power and authority to subordinate Lessee's
interest under this Lease to any mortgage or deed of trust lien hereafter placed
by Lessor on the leased premises, and Lessee agrees upon demand to execute the
additional instruments subordinating this Lease as Lessor may require. If the
interests of Lessor under this Lease shall be transferred by reason of
foreclosure or other proceedings for enforcement of any mortgage or deed of
trust on the leased premises, Lessee shall be bound to the transferee (sometimes
called the "Purchaser"), at the option of the Purchaser, under the terms,
covenants and conditions of this Lease for the balance of the term remaining,
and any extensions or renewals, with the same force and effect as if the
Purchaser were Lessor under this Lease, and, if requested by the Purchaser,
provided Lessee shall not be disturbed from its use and enjoyment of the leased
premises for so long as it is not in default after expiration of all notice and
cure periods. Lessee agrees to attorn to the Purchaser, including the mortgagee
under any such mortgage if it be the Purchaser, as its Lessor.

     9.05 Estoppel Certificates. Lessee agrees to furnish, from time to time,
within ten days after receipt of a request from Lessor or Lessor's mortgagee, a
statement certifying, if applicable, that Lessee is in possession of the leased
premises; the leased premises are acceptable; the Lease is in full force and
effect; the Lease is unmodified; Lessee claims no present charge, lien,

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or claim of offset against rent; the rent is paid for the current month, but is
not prepaid for more than one month and will not be prepaid for more than one
month in advance; there is no existing default by reason of some act or omission
by Lessor; and such other matters as may be reasonably required by Lessor or
Lessor's mortgagee.

     9.06  Permitted Subleasing and Assignments. Notwithstanding any other
provision of this Section upon written notice to Lessor and without Lessor's
consent, Lessee shall have the right to sublease the leased premises in whole
or in part or to assign this Lease to: (1) any corporation or entity which owns
or controls, or is owned or controlled by, Lessee, (2) any corporation or entity
which is owned or controlled by Lessee's parent corporation, or (3) any
corporation or entity that succeeds to substantially all of the assets and
business of Lessee as a result of a sale, merger, consolidation or other
business reorganization, provided that such successor or assignee formed by
virtue of either subsection(1), (2), or (3) above has a net worth which is at
least equal to that of Lessee as of the date of this Lease. In such event, upon
Lessor request, Lessee shall furnish Lessor any information connected to such
transaction as may be reasonably requested by Lessor including, by way of
example, but not limitation, financial statements of the new entity. In no event
shall any such assignment or sublease ever release Lessee or any guarantor from
any obligation or liability hereunder. No assignee or sublessee of the leased
premises or any portion thereof may assign or sublet the leased premises or any
portion thereof.

                      ARTICLE 11.00 DEFAULT AND REMEDIES

     11.01 Default by Lessee. The following shall be deemed to be events of
default by Lessee under this Lease: (1) Lessee shall fail to pay when due any
installment of rent or any other payment required pursuant to this Lease within
five (5) days of written notice of such failure; (2) Lessee shall fail to comply
with any term, provision or covenant of this Lease, other than the payment of
rent, and the failure is not cured within thirty days after written notice to
Lessee; (3) Lessee shall file a petition or be adjudged bankrupt or insolvent
under any applicable federal or state bankruptcy or insolvency law or admit that
it cannot meet its financial obligations as they become due; or a receiver or
trustee shall be appointed for all or substantially all of the assets of
Lessee; or Lessee shall make a transfer in fraud of creditors or shall make an
assignment for the benefit of creditors; or (4) Lessee shall do or permit to be
done any act which results in a lien or claim of lien being filed against the
leased premises or the building and or project of which the leased premises are
a part, and such lien is not removed or endorsed over within ten days.

     11.02 Option to Re-enter. In each and every such event set forth in section
11.01 above, from thenceforth and at all times thereafter, at the option of
Lessor, Lessee's right of possession shall thereupon cease and terminate, and
Lessor shall be entitled to the possession of the leased premises and to re-
enter the same without demand of rent or demand of possession of said premises
and may forthwith proceed to recover possession of the leased premises by
process of law, any notice to quit being hereby expressly waived by Lessee. In
the event of such re-entry by process of law or otherwise, Lessee nevertheless
agrees to remain answerable for any and all damage, deficiency or loss of rent
which Lessor may sustain by such re-entry, including reasonable attorney's fees
and court costs. No waiver of any breach of any covenant, condition or
agreement, herein contained, on one or more occasions shall operate as a waiver
of the covenant, condition or agreement itself, or of any subsequent breach
thereof. No provision of this Lease shall be deemed to have been waived by
Lessor unless such waiver shall be in writing signed by Lessor.

     11.03 Lessor's Right to Relet. Should this Lease be terminated before the
expiration of the term of this Lease by reason of Lessee's default as provided
in Section 11.01, the leased premises may be relet by Lessor for such rent and
upon such terms as are reasonable under the circumstances. If the full rent
reserved under this Lease (and any of the costs, expenses or damages indicated
below) shall not be realized by Lessor, Lessee shall be liable for all damages
sustained by Lessor, including, without limitation, deficiency in rent,
reasonable attorney's fees, other collection costs, brokerage fees, and expenses
of placing the leased premises in first-class rentable condition. Lessor, in
putting the leased premises in good order or preparing the same for rerental
may, at Lessor's option, make such alterations, repairs, or replacements in the
leased premises as Lessor, in Lessor's sole judgment, considers advisable and
necessary for the purpose

                                      11

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<PAGE>

of reletting the leased premises, and the making of such alterations, repairs,
or replacements shall not operate or be construed to release Lessee from
liability hereunder as aforesaid. Lessor shall in no event be liable in any way
whatsoever for failure to relet the leased premises, or in the event that the
leased premises are relet, for failure to collect the rent thereof under such
reletting. In no event shall Lessee be entitled to receive any excess, if any,
of such net rent collected over the sums payable by Lessee to Lessor hereunder.

     11.04 Recovery of Damages. Any damage or loss of rent sustained by Lessor
may be recovered by Lessor, at Lessor's option, at the time of the reletting, or
in separate actions, from time to time, as said damage shall have been
ascertained by successive relettings, or, at Lessor's option, may be deferred
until the expiration of the term of this Lease (in which event Lessee hereby
agrees that the cause of action shall not be deemed to have accrued until the
date of expiration of said term). The provisions contained in this paragraph
shall be in addition to and shall not prevent the enforcement of any claim
Lessor may have against Lessee for anticipatory breach of the unexpired term of
this Lease. All rights and remedies of Lessor under this Lease shall be
cumulative and shall not be exclusive of any other rights and remedies provided
to Lessor under applicable law. In the event Lessee becomes the subject debtor
in a case under the Bankruptcy Code, the provisions of this section 11.04 may be
limited by the limitations of damage provisions of the Bankruptcy Code.

     11.05 Waiver. If under the provisions hereof Lessor shall institute
proceedings and a compromise or settlement thereof shall be made, the same shall
not constitute a waiver of any covenant, rule or regulation herein contained nor
of any of Lessor's rights hereunder. No waiver by Lessor of any breach of any
covenant, condition, agreement, rule or regulation herein contained shall
operate as a waiver of such covenant, condition, agreement, rule or regulation
itself, or of any subsequent breach thereof.

                          ARTICLE 13.00 DEFINITIONS

     13.01 Abandon. "Abandon" means the vacating of all or a substantial
portion of the leased premises by Lessee, whether or not Lessee is in default of
the rental payments due under this Lease.

     13.02 Act of God or Force Majeure. An "act of God" or "force majeure" is
defined for purposes of this Lease as strikes, lockouts, sit-downs, material or
labor restrictions by any governmental authority, unusual transportation delays,
riots, floods, washouts, explosions, earthquakes, fire, storms, weather
(including wet grounds or inclement weather which prevents construction), acts
of the public enemy, wars, insurrections and any other cause not reasonably
within the control of Lessor and which by the exercise of due diligence Lessor
is unable, wholly or in part, to prevent or overcome.

     13.03 Building or Project. "Building" or "project" as used in this Lease
means the building and project described in section 1.02, including the leased
premises and the land upon which the leased premises are situated.

     13.04 Commencement Date. The term "commencement date" shall be the date set
forth in section 1.3. The commencement date shall constitute the commencement of
the term of this Lease for all purposes, whether or not Lessee has actually
taken possession.

     13.05 Rentable Area. See Exhibit "A" attached hereto.

                          ARTICLE 14.00 MISCELLANEOUS

     14.01 Waiver. Failure of Lessor to declare an event of default immediately
upon its occurrence, or delay in taking any action in connection with an event
of default, shall not constitute a waiver of the default, but Lessor shall have
the right to declare the default at any time and take such action as is lawful
or authorized under this Lease. Pursuit of any one or more of the remedies set
forth in Article 11.00 above shall not preclude pursuit of any one or more of
the other remedies provided elsewhere in this Lease or provided by law, nor
shall pursuit of any


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                                      12
<PAGE>

remedy constitute forfeiture or waiver of any rent or damages accruing to Lessor
by reason of the violation of any of the terms, provisions or covenants of this
Lease. Failure by Lessor to enforce one or more of the remedies provided upon an
event of default shall not be deemed or construed to constitute a waiver of the
default or of any other violation or breach of any of the terms, provisions and
covenants contained in this Lease.

     14.02 Act of God. Lessor shall not be required to perform any covenant or
obligation in this Lease, or be liable in damages to Lessee, so long as the
performance or non-performance of the covenant or obligation is delayed, caused
or prevented by an act of God or force majeure.

     14.03 Attorney's Fees. In the event a party hereto defaults in the
performance of any of the terms, covenants, agreements or conditions contained
in this Lease and places the other party files suit or otherwise initiates an
appropriate legal proceeding for the enforcement of such other party's rights
under this Agreement, the non-prevailing party in any such suit or proceeding
shall pay to the prevailing party all of the reasonable attorneys' fees and
expenses incurred by the prevailing party in connection with such suit or
proceeding.

     14.04 Successors. This Lease shall be binding upon and inure to the benefit
of Lessor and Lessee and their respective successors and assigns.

     14.05 Rent Tax. If applicable in the jurisdiction where the leased premises
are situated, Lessee shall pay and be liable for all rental, sales and use taxes
or other similar taxes, if any, levied or imposed by any city, state, county or
other governmental body having authority, such payments to be in addition to all
other payments required to be paid to Lessor by Lessee under the terms of this
Lease. Any such payment shall be paid concurrently with the payment of the
rent upon which the tax is based as set forth above.

     14.06 Captions. The captions appearing in this Lease are inserted only as
a matter of convenience and in no way define, limit, construe or describe the
scope of intent of any section.

     14.07 Notice. All rent and other payments required to be made by Lessee
shall be payable to Lessor at the address set forth in section 1.06. All
payments required to be made by Lessor to Lessee shall be payable to Lessee at
the address set forth in section 1.06, or at any other address within the United
States as Lessee may specify from time to time by written notice. Any notice or
document required or permitted to be delivered by the terms of this Lease shall
be deemed to be delivered (whether or not actually received) when deposited in
the United States Mail, postage prepaid, certified mail, return receipt
requested, addressed to the parties at the respective addresses set forth in
section 1.06.

     14.08 Submission of Lease. Submission of this Lease to Lessee for signature
does not constitute a reservation of space or an option to lease. This Lease is
not effective until execution by and delivery to both Lessor and Lessee.

     14.09 Corporate Authority. If Lessee executes this Lease as a corporation,
each of the persons executing this Lease on behalf of Lessee does hereby
personally represent and warrant that Lessee is a duly authorized and existing
corporation, that Lessee is qualified to do business in the state in which the
leased premises are located, that the corporation has full right and authority
to enter into this Lease, and that each person signing on behalf of the
corporation is authorized to do so. In the event any representation or warranty
is false, all persons who execute this Lease shall be liable, individually, as
Lessee.

     14.10 Severability. If any provision of this Lease or the application
thereof to any person or circumstances shall be invalid or unenforceable to any
extent, the remainder of this Lease and the application of such provisions to
other persons or circumstances shall not be affected thereby and shall be
enforced to the greatest extent permitted by law.

     14.11 Lessor's Liability. If Lessor shall be in default under this Lease
and, if as a consequence of such default, Lessee shall recover a money judgment
against Lessor, such judgment shall be satisfied only out of the right, title
and interest of Lessor in the leased premises as the same may then be encumbered
and neither Lessor nor any person or entity comprising Lessor shall be liable
for any deficiency. In no event shall Lessee have the right to levy against

     INITIALS [ILLEGIBLE]^^   Lma
              -------------   ---


                                      13

<PAGE>

any property of Lessor nor any person or entity comprising Lessor other than its
interest in the leased premises as herein expressly provided. Without limiting
the generality of the foregoing and notwithstanding anything to the contrary
contained in this lease, Lessor's liability hereunder shall be limited in all
cases to Lessee's actual and direct, but not consequential, special or punitive,
damages.

     14.12 Brokers. Lessor warrants that it has had no dealings with any real
estate broker or agent in connection with the negotiation of this Lease except
the broker named below, if any, and that it knows of no other real estate
broker or agent who is or might be entitled to a commission in connection with
this Lease. Lessor agrees to pay all real estate commissions due in connection
with this Lease to Sallis Commercial Real Estate, Inc. and International
Equities Management and Lessor agrees to indemnify and hold harmless Lessee
from and against any liability or claim, whether meritorious or not, arising
with respect to any broker not so named below, which claim arises by, through or
on behalf of Lessor. Lessee warrants and represents that it has had no dealings
with any real estate broker or agent in connection with the negotiations of this
Lease except the broker named below, if any, and that it knows of no other real
estate broker or agent who is or might be entitled to a commission in connection
with this Lease, and Lessee agrees to indemnify and hold harmless Lessor from
and against any liability or claim, whether meritorious or not, arising with
respect to any broker not so named below, which claim arose by, through or on
behalf of Lessee.

     14.13 Applicable Law. This Lease shall be governed by and construed and
enforced in accordance with the laws or the State of Texas. Lessee hereby agrees
that any legal action or proceeding with respect to this Lease may be maintained
in the courts of Dallas County, Texas, or in the U.S. District Court for the
Northern District of Texas, and Lessee hereby consents to the jurisdiction and
venue of such courts.

            ARTICLE 15.00 AMENDMENT AND LIMITATION OF WARRANTIES

     15.01 Entire Agreement. IT IS EXPRESSLY AGREED BY LESSEE, AS A MATERIAL
CONSIDERATION FOR THE EXECUTION OF THIS LEASE, THAT THIS LEASE, WITH THE
SPECIFIC REFERENCES TO WRITTEN EXTRINSIC DOCUMENTS, IS THE ENTIRE AGREEMENT OF
THE PARTIES; THAT THERE ARE, AND WERE, NO VERBAL REPRESENTATIONS, WARRANTIES,
UNDERSTANDINGS, STIPULATIONS, AGREEMENTS, OR PROMISES PERTAINING TO THIS LEASE.

     15.02 Amendment. THIS LEASE MAY NOT BE ALTERED, WAIVED, AMENDED OR EXTENDED
EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY LESSOR AND LESSEE.

     15.03 Limitation of Warranties. LESSOR AND LESSEE EXPRESSLY ACKNOWLEDGE AND
AGREE THAT THERE ARE NO IMPLIED WARRANTIES OF MERCHANTABILITY, HABITABILITY,
FITNESS FOR A PARTICULAR PURPOSE OR USE OR WARRANTIES OF ANY OTHER KIND, WHETHER
EXPRESS OR IMPLIED, ARISING OUT OF THIS LEASE AND THERE ARE NO WARRANTIES WHICH
EXTEND BEYOND THOSE EXPRESSLY SET FORTH IN THIS LEASE. FURTHER, NEITHER LESSOR
NOR ANY AGENT OR REPRESENTATIVE OF LESSOR HAS MADE ANY REPRESENTATIONS OR
WARRANTIES OF ANY KIND OF OR WITH RESPECT TO THE LEASED PREMISES OR OTHERWISE,
EXCEPT AS EXPRESSLY PROVIDED HEREIN.

     15.04 No Memorandum of Lease. Neither this Lease nor a memorandum of this
Lease shall be recorded in the public records of the county in which the leased
premises are located without the prior written consent of Lessor, which consent
may be given or withheld in Lessor's sole and absolute discretion.

                        ARTICLE 16.00 OTHER PROVISIONS

     16.01 Parking. Lessor grants to Lessee and its employees in the leased
premises, for the term of this Lease, a non-exclusive license, to be used in
common with others, to use 25 spaces in

INITIALS [ILLEGIBLE]         Lmt
         -----------         ---

                                      14


<PAGE>

that surface parking area adjacent to the building in which the leased premises
are located, as same may be added to, subtracted from, or rearranged during the
term of this Lease by Lessor.

     16.02 Exhibits. Exhibit A (Occupation of Leased Premises and Definitions),
Exhibit B (Rules and Regulations), and Exhibit C (Form of Guaranty) are
incorporated by reference herein.



     SIGNED at ______________  this 26 day of January 1998.



            LESSEE                                         LESSOR

SPR, Inc.                                    SHERIDAN IRVING, L.P., a Texas
----------------------------                   Limited Partnership
                                             By Sheridan Management Corp., G.P.

By:  /s/ Stephen T. Gambill                  By: /s/ Laurie M. Adams
   -------------------------                    -------------------------------
    Stephen T. Gambill                          Laurie M. Adams, Vice President
    Chief Financial Officer
   -------------------------                    -------------------------------
     (Type Name and Title)

INITIALS [ILLEGIBLE]^^  --------------

                                      15
<PAGE>

                                 EXHIBIT "A"

                DESCRIPTION OF LEASED PREMISES AND DEFINITIONS

     1. Definition of Rentable Area. The term "rentable area" as used herein and
applied to Lessee, shall refer to (A) all floor areas within the inside surface
of the outer glass or exterior wall enclosing the portion of the leased premises
on the Building floor and measured to the mid-point of the walls separating the
following areas: those leased by or held for lease to other tenants or devoted
to corridors, elevator foyers, rest rooms, mechanical rooms, janitor closets,
vending areas and other similar facilities for the use of all tenants on the
particular floor (hereinafter sometimes called "Floor Common Areas"), together
with (b) 12,222 square feet consisting of: (i) a proportionate part of the Floor
Common Areas located on such floor based upon the ratio which the Lessee's space
on such floor (computed using the measurement criteria set forth in subparagraph
(A) above) bears to the aggregate leasable space on such floor (computed using
the measurement criteria set forth in subparagraph (A) above) and (ii) an
allocation of the square footage of the Building's elevator and main mechanical
rooms, and ground level lobby and service areas, based upon the ratio which the
Lessee's space within the Building (computed using the measurement criteria set
forth in subparagraph (A) above) bears to the aggregate leasable space within
the Building (computed using the measurement criteria set forth in subparagraph
(A) above). No deductions from rentable area are made for columns or projections
necessary to the Building. The rentable area of the leased premises has been
calculated on the basis of the foregoing definition and is hereby stipulated for
all purposes hereof to be 4,886 square feet. The rentable area of the Building
includes 100% of Floor Common Areas, Building elevator and main mechanical
rooms, and ground level lobby and service areas, and is stipulated for all
purposes hereof to be 141,137 square feet.

     2.  Floor Plan. A floor plan of the 6th floor of the Building, showing
Lessee's suite, is attached as a part of this Exhibit "A".

     3.  Definition of Lessee's Pro Rata Share. The term "Lessee's pro rata
share" shall mean, as to any calendar year during the term hereof, a fraction
having as its numerator the rentable area of the leased premises and having as
its denominator the rentable area of the Building.

INITIALS /s/ [ILLEGIBLE]^^     LMA
         ------------------    ---
                                      16
<PAGE>

                                 EXHIBIT "A"
                                  (Continued)
                            FLOOR PLAN OF PREMISES
                       WHERE LEASED PREMISES ARE LOCATED


                           [FLOOR PLAN APPEARS HERE]

NOTE: - ALL DIMENSIONS ARE APPROXIMATE

North

          The Sheridan Group
          -----------------------------------
                     800 W. AIRPORT FREEWAY
                     IRVING, TEXAS 75062

                                      17
<PAGE>

                                 EXHIBIT "A-1"
                        DESCRIPTION OF LANDLORD'S WORK


LEWIS COMMERICAL GENERAL CONTRACTORS

2117 Villawood         Garland Texas 75040
(972)496-4970 Phone * (972)496-9129 Fax

October 27, 1997

Mr. Lawson Williams                         Ms. Donna Crenshaw
Sallis Commercial                           Tenant Relations
Phone: 214-855-5004                         THE SHERIDAN GROUP
Fax:###-##-####

Subject.  Specification for Suite 605 at 800 W. Airport Freeway, Irving, Texas

A. Supervision and permits to complete lease space. All work to have full
compliance with all applicable governing authorities, codes and safety
regulations at local, state and federal levels; including compliance with
whatever accessibility standard is more stringent A.D.A or TAS.

B. Install approximately 380 ^??^ of new wall using metal studs and 5/8" fire
rated sheet rock.

C. Supply and install Two (2) each corridor door frames and hardware, fire rated
per city code solid core doors with locks and closers.

D. Supply and install fourteen (14) each interior stained doors, frames and
hardware.


E. Tape, bed and paint all walls using Sherwin Williams Paint, applying one (1)
primer coat and one (1) coat of "Eggshell" Paint.

F. Install new ceiling tile to match existing building standard - Armstrong
USG562.

G. Supply and install 30% cut pile carpet with carpet base to match - Dupont
Market Place 30 Broadloom. Color to be selected.

H. Speakers and strobes per city code.

I. Sprinklers per city code.

J. New glass side light at waiting and reception entrance door. 2' wide 8'6"
height with tempered glass per city code.

K. Millwork in reception and break rooms to be paint grade with plastic laminate
tops. Color to be selected (ADA).

L. 4'x 4' phone board in mechanical room. Paint to match walls. Dedicated plug
for phone equipment.

M. ADA stainless steel sink with goose neck faucet and paddle hardware in break
room.

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

                                      18
<PAGE>

                                 EXHIBIT "A-1"
                                   continued

N. Contractor shall air balance the existing HVAC system and provide sufficient
HVAC engineering to assure correct distribution throughout.

O. Electrician shall place one light switch, two duplex outlets, one telephone
data box with pull string and ring in each office. As needed, lights will be
relocated. Exit signs are per city code.

P. There will be a final clean and make ready before move in of new client.

Q. Other items that will be complete if client accepts proposal dated November
20,1997.

(1) Electric at open office area.
(2) Electrical at classroom.
(3) Two ton HVAC at classroom.
(4) New Hurculite door.
(5) Upper cabinet at breakroom.

INITIALS /s/ [ILLEGIBLE]^^
         ----------------------

                                      19
<PAGE>

                                 EXHIBIT "A-2"
                               Contractor's Bid

                     LEWIS COMMERICAL GENERAL CONTRACTORS
                                   Bid Form

Building Name: The Sheridan Group           Project Name: Suite 605

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------
Description                                     Amount                     Subcontractor
------------------------------------------------------------------------------------------------
<S>                                           <C>                          <C>
Supervision                                   $ 1,000.00
------------------------------------------------------------------------------------------------
Permits                                           500.00
------------------------------------------------------------------------------------------------
Demolition                                        200.00
------------------------------------------------------------------------------------------------
Framing and Drywall                             7,565.00
------------------------------------------------------------------------------------------------
Ceilings                                        2,850.00
------------------------------------------------------------------------------------------------
Doors, Frames & Hardware                        5,100.00
------------------------------------------------------------------------------------------------
ADA Hardware
------------------------------------------------------------------------------------------------
Prep and Paint                                  4,840.00
------------------------------------------------------------------------------------------------
Wallcoverings
------------------------------------------------------------------------------------------------
Millwork                                            ^??^
------------------------------------------------------------------------------------------------
Glazing                                           250.00
------------------------------------------------------------------------------------------------
Electrical and Lighting                         6,065.00
------------------------------------------------------------------------------------------------
Plumbing                                        2,150.00
------------------------------------------------------------------------------------------------
HVAC Test and Balance                           3,250.00
------------------------------------------------------------------------------------------------
Fire Protection, ADA Strobes,                       ^??^
------------------------------------------------------------------------------------------------
Sprinklers                                      3,650.00
------------------------------------------------------------------------------------------------
Appliances
------------------------------------------------------------------------------------------------
Floorcoverings and Base                         8,220.00
------------------------------------------------------------------------------------------------
Final Clean Make Ready                            500.00
------------------------------------------------------------------------------------------------
Other (list)
------------------------------------------------------------------------------------------------

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

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

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

------------------------------------------------------------------------------------------------
Subtotal                                      $51,640.00
------------------------------------------------------------------------------------------------
Overhead, Profit and General Conditions         2,523.51
------------------------------------------------------------------------------------------------
Remodel Tax                                     4,468.49
------------------------------------------------------------------------------------------------
Total Bid                                     $58,632.00
------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------
Alternates:
------------------------------------------------------------------------------------------------
</TABLE>



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         -----  -----
                                      20
<PAGE>

                                 EXHIBIT "A-2"
                               Contractor's Bid
                                  continued

LEWIS COMMERCIAL GENERAL CONTRACTORS
2117 Villawood * Garland, Texas 75040
(972)496-4970 Phone (972)496-9129 Fax

PROPOSAL

Date:     November 20, 1997

To:       Lawson Williams
          Sallis Commercial

From:     Leonard L. Lewis, Jr.


Re:       Proposal - 6th Floor- SPR Requirements
                     800 W Airport Freeway

Scope

(1) Open Office Area - Electrical                                $ 2,180.00

(2) Class Room - Electrical                                      $ 5,418.00

(3) Two Ton HVAC at Class Room                                   $ 7,854.00

(4) Price for a One of Herculite Doors                           $ 2,850.00

(5) Upper Cabinets at Break Room                                 $ 1,848.00

NOTE: Pricing includes profit, overhead and taxes

 Thank you for considering Lewis Commercial General Contractors.

 Leonard L. Lewis, Jr.
 President



INITIALS  STG    LMA
         -----  -----

                                      21
<PAGE>

                                  EXHIBIT "B"

                             RULES AND REGULATIONS

     The Lessee shall observe such rules and regulations as may be adopted and
made available to Lessee by Lessor from time to time (hereinafter referred
to as the "Rules and Regulations"); provided, that it is understood and agreed
that said Rules and Regulations are supplemental to the terms and conditions of
this Lease and shall not be construed or interpreted in any way as to amend,
modify or waive, in whole or in part, any of the terms and conditions of this
Lease. It is further understood and agreed that in the event of any conflict
between the terms and conditions of this Lease and the provisions of the Rules
and Regulations in force from time to time, then and in such event, the terms
and conditions of this Lease shall apply.

   1.  Lessee shall not prepare any food or do any cooking or install any
       vending machines except with respect to a microwave oven and such vending
       machines intended for the exclusive use of Lessee's employees.

   2.  No signs, advertisements, or notices shall be attached to, or placed on,
       the exterior or interior of the Building, or the parking areas or
       sidewalks.

   3.  No animal or bird of any kind shall be brought into, kept in or about,
       the leased premises or the Building.

   4.  Lessee shall lower window coverings and turn off all lights within the
       leased premises prior to leaving for the day.

   5.  Lessee, or Lessee's agents, shall not bring or store in the Building or
       leased premises any kerosene, gasoline, combustible, inflammable or
       explosive substance.

   6.  No additional locks, bolts or mail slots shall be placed on the doors,
       windows, or walls without the Lessor's prior written approval.

   7.  All carrying or removal of equipment, furniture, or bulky matter must
       take place during the hours which the Lessor, or its management agent
       may reasonably determine. Lessor shall provide Lessee with a designated
           ----------
       freight elevator which must be used for all movements of above said
       items.

   8.  Lessor shall have the right to prohibit Lessee's use of the Building name
       or photo in any advertisements which in the opinion of the Lessor tend to
       impair the reputation of the Building.

   9.  Lessor reserves the right to exclude from the Building, between the hours
       of 7:00 p.m. and 6:30 a.m. on all weekdays, all the hours of Saturday
       other than 8:30 a.m. to 1:00 p.m., and all the hours of Sunday and legal
       holidays, all persons who do not present a Building key issued by Lessee
       and identification.

   10. Lessee's contractor, while in the Building or leased premises, shall be
       subject to the Rules and Regulations of the Building, and will also be
       subject to direction from the Lessor or its agents, but will not be an
       agent or contractor of the Lessor or its agents.

   11. If the leased premises or any part of the Building becomes infested with
       vermin as a result of the use or neglect on the part of the Lessee, the
       Lessee shall reimburse Lessor for the extermination expense.

   12. If, as a result of any governmental rule or regulation or law, Lessor
       imposes a curtailment of services or a reduction of energy usage, the
       Lessee shall comply and shall be liable for any surcharges imposed upon
       Lessor for noncompliance.

   13. Lessee shall install and maintain, at Lessee's expense, fire
       extinguishers (to the extent required by local government regulations or
       law) next to any duplicating machine or similar heat producing equipment.


INITIALS  [ILLEGIBLE]^^   [ILLEGIBLE]^^
         ---------------  -------------

                                      22
<PAGE>

   14. Lessee shall install and maintain, at Lessee's expense, any life safety
       equipment (to the extent required by governmental rules, regulations or
       laws) to be kept in the leased premises.

   15. Lessee and Lessee's agents and employees shall park only in those parking
       areas designated by Lessor or Lessor's agents, Lessee shall pay a fine to
       Lessor of $10.00 per violation for each parking violation of Lessee,
       Lessee's employees, agents, invitees or licensees.

   16. No canvassing or soliciting shall be allowed in the Building.

   17. Lessee will not use the Building for lodging, sleeping or cooking, or
       conduct mechanical or manufacturing operations.

   18. Lessee shall not conduct, in or about the Building, any auction, public
       or private, without the prior written approval of Lessor.

   19. Lessee shall not use any machines in the Building, other than office
       machines such as typewriters, calculators, copying machines, personal
       computers, and similar machines, without the prior written approval of
       Lessor. All office equipment and any other devices of any electrical or
       mechanical nature shall be placed by Lessee in the leased premises or
       settings approved by Lessor or otherwise placed so as to prevent any
       vibrations or odors from circulating within the Building.

   20. Lessee shall use the common area of the Building only as a means of
       ingress and egress and Lessee shall permit no loitering by any persons
       upon the common area or elsewhere within the Building.

   21. Lessor will furnish Lessee, free of charge, two (2) keys to the Building
       exterior door and one (1) additional key for every full-time employee
       employed within the leased premises who requests an individual key.
       Lessor shall charge $10.00 per key for any additional or replacement key.
       Lessee shall not have any such keys copied. Lessee, upon the termination
       of its Lease, or the earlier substitution by Lessor at its sole
       discretion of a replacement security system for the Building, shall
       deliver to Lessor all keys to doors in the Building.

   22. Lessor reserves the right to restrict the amount of directory space
       utilized by Lessee on the ground floor lobby directory sign for the
       Building.

   23. Lessor shall provide Lessee electricity and HVAC for normal operations
       Monday through Friday 7:00 a.m. to 7:00 p.m. and Saturday 8:30 a.m. to
       1:00 p.m. Any additional usage required by Lessee must be arranged with
       Lessor, or its agent, and shall be subject to additional charges.

   24. Lessee shall not contract for or construct any improvements within the
       leased premises, other than the original Leasehold improvements approved
       by Lessor, without written consent of Lessor (this includes concrete and
       core drilling).

   25. If Lessee desires to install a music sound system, it must obtain prior
       written approval of the system and Lessee will be wholly responsible for
       the cost and charges for such system.

   26. Violation of these Rules and Regulations, or any amendments hereof or
       additions hereto, shall constitute a default under the Lease.

   27. The common areas and roof of the Building are not for the use of the
       general public, and Lessor shall in all cases retain the right to control
       or prevent access thereto by all persons whose presence, in the judgment
       of Lessor, shall be prejudicial to the safety, character, reputation or
       interests of the Building and its tenants. Lessee shall not enter or
       install equipment in the mechanical rooms, air conditioning rooms,
       electrical closets, janitorial closets, or similar areas, or go upon the
       roof of the Building without the prior written consent of Lessor. No
       tenant shall install any radio or television antenna, loudspeaker, or
       other device on the roof or exterior walls of the Building.

                                      23
<PAGE>

                                  EXHIBIT "C"

                            RIGHT OF FIRST REFUSAL

     Provided that Tenant is not in default under any of the terms of this
Lease, Tenant shall have a one time First Right of Refusal on Suite 605 at 800
W. Airport Freeway, Irving, TX 75062, consisting of approximately 2,640 rentable
square feet. Should another arms length party present a bona fide offer to
Landlord that Landlord would be willing to accept, Tenant shall have three (3)
business days after notice to accept or reject the space under the same terms
and conditions as were presented after receiving written notice from Landlord or
Landlord's agent. No response from Tenant within the three (3) business days
                                                     ---------
will be deemed a rejection of the space by Tenant and Landlord will be free to
lease the space to the party making the offer under the terms of that offer.
This First Right of Refusal will be offered on a one time basis only, provided,
however, if such offering party does not in fact execute a lease for the space,
such right shall be reinstated.

                                       24
<PAGE>

                                  EXHIBIT "D"

                                OPTION TO RENEW

     Provided that Tenant is not then in default under any of the terms of this
Lease, Tenant shall have the option to renew the term of this Lease ("Option to
Renew") for one five (5) year period (the "Extended Term"). Basic annual rent to
be paid by the Tenant to the Landlord for the extended Term for the Premises
shall be at the then current market rate for the Building. The terms and
conditions of the Lease, as it may be amended from time to time, shall govern
Tenant's tenancy during the Extended Term. The establishment of market rent
shall include the rental rate, escalation provisions, expense recapture,
concession, allowances, and security deposit requirements as necessary to
reflect the then prevailing market condition. In addition, for each year of
Extended Term, tenant shall pay an Additional Rental in an amount equal to
Tenant's Proportionate Share of any and all increases incurred for "Operating
Expenses" as said term is defined in the Lease, paid or payable by Landlord with
respect to the Building.

     Landlord shall no later than fifteen (15) days after written request
therefore from Tenant (which request cannot be delivered more than ninety (90)
days prior to the expiration of the Initial Term) give written notice of the
Extended Basic Annual Rent to Tenant for the five (5) years of the Extended Term
which rent shall be binding upon Landlord and Tenant as to matters stated
therein if Tenant thereafter elects to exercise its Option to Renew. If Tenant
gives notice of its election to exercise its Option to Renew prior to receipt of
said notice by Landlord, then Tenant shall have fifteen (15) days after receipt
of written notice of the Extended Basic Annual Rent for the Extended Term from
landlord to withdraw in writing, its election to exercise its Option to Renew.
To exercise this Option to Renew, Tenant must give notice in writing to
Landlord, a minimum of one hundred twenty (120) days and a maximum of one
hundred fifty (150) days prior to expiration of the Initial Term.

     If Tenant has sublet any portion of the Premises, Tenant's option to renew
shall be applicable only to that part of the Premises of which Tenant is an
actual possession. Tenant may also renew the Lease for the portion sublet
provided the portion sublet does not exceed one-third (1/3) of the entire
Premises.

                                       25