COMMERCIAL LEASE


                      ARTICLE 1.00 BASIC LEASE TERMS


     1.01 PARTIES.  This lease  agreement  ("Lease") is entered into by and
between the following Lessor and Lessee:

     CARPENTER FREEWAY PROPERTIES, a Texas joint venture         ("Lessor")

     K-C AVIATION, 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"):

     approximately  3.421 acres of land,  described on Exhibit "A" attached
     hereto  and  made a  part  hereof,  including  a  building  containing
     approximately  47,518  rentable  square feet,  commonly  known as 7611
     Carpenter Freeway, Dallas, Texas 75247.

     1.03 TERM.  Subject to and upon the conditions  set forth herein,  the
term of this Lease shall commence on the later to occur of (i) May 1, 1997,
or (ii) five (5) business  days after the  completion  by Lessor of all ACM
Abatement Work (hereinafter  defined) (the  "Commencement  Date") and shall
continue   thereafter  for  a  period  of  five  (5)  years  following  the
Commencement Date unless sooner terminated in accordance with the terms and
provisions of this Lease.  Lessee shall have a renewal option for one sixty
(60) month "Renewal  Term," as described in Exhibit "D" attached hereto and
made a part hereof.

     1.04 BASE RENT AND SECURITY DEPOSIT.

     (a) Base rent  shall be payable in the  following  respective  amounts
(regardless of whether the actual square footage of the building comprising
a portion of the leased  premises  is proven to be greater or less than the
approximate square footage set forth in section 1.02 above): (i) commencing
on the  Commencement  Date through and  including the  thirty-sixth  (36th)
month of the term of this  Lease,  base  rent  shall  be  payable  in equal
consecutive   monthly   installments  of  Fifteen  Thousand  Eight  Hundred
Thirty-Nine  and 33/100 Dollars  ($15,839.33)  each; and (ii) commencing on
the first (1st) day of the thirty-seventh  (37th) month of the term of this
Lease through and  including the sixtieth  (60th) month of the term of this
Lease, base rent shall be payable in equal consecutive monthly installments
of  Sixteen   Thousand  Four  Hundred   Thirty-Three   and  31/100  Dollars
($16,433.31)  each.  If the final day of the 36th month of the term of this
Lease  occurs on a day other than the first day of a calendar  month,  then
the base rent for that calendar month shall be prorated between  $15,839.33
and $16,433.31  based upon the  applicable  number of days in that calendar
month which occur, respectively, before and after the last day of such 36th
month.

     (b) There shall be no security deposit.

     1.05  ADDRESSES.  Unless and until changed by written  notice from one
party to the other in  accordance  with the  provisions of section 13.06 of
this Lease, the respective addresses of the parties for notices pursuant to
this Lease are as follows:

            Lessor's Address:                     Lessee's Address:

            Carpenter Freeway Properties          K-C Aviation, Inc.
            c/o Cencor Realty Services            7440 Aviation Place
            3102 Maple Avenue, Suite 500          Dallas, Texas  75235
            Dallas, Texas 75201                   Attn: John  Rahilly

            With a copy to:                       With a copy to:

            Jenkens & Gilchrist,                  Thompson & Knight, P.C.
            a Professional Corporation            1700 Pacific Avenue
            1445 Ross Avenue, Suite 3200          Suite 3300
            Dallas, Texas  75202-2799             Dallas, Texas  75201
            Attn:  James H. Wallenstein, Esq.     Attn:  Gregg C. Davis, Esq.

     1.06  PERMITTED USE.  General office use and jet engine  overhaul (but
with no testing of jet  engines at the leased  premises),  and no other use
without the prior  written  consent of Lessor,  which  consent shall not be
unreasonably withheld or delayed. With regard to Lessee's use of the leased
premises  for  jet  engine  overhaul,  Lessor's  inclusion  of  same  as  a
"Permitted  Use"  refers  only  to  permission  from  Lessor,   subject  to
Applicable  Laws (as  defined in section  3.03 below) and  applicable  deed
restrictions, if any; and in no way should it be deemed as a representation
or warranty from Lessor that such use is permitted  under  Applicable  Laws
and applicable deed restrictions.

                             ARTICLE 2.00 RENT

     2.01 BASE RENT.  Lessee agrees,  without  demand,  setoff or deduction
(except as expressly  provided in this Lease),  to pay monthly as base rent
during the term of this Lease 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
Commencement  Date  for  the  first  month's  rent  and  a  likely  monthly
installment  shall be due and  payable  on or before  the first day of each
calendar  month  succeeding the  Commencement  Date during the term of this
Lease;  provided,  if the Commencement  Date or the expiration date of this
Lease  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  rent,  all other sums due
under this Lease.

     2.02 PROPERTY TAX AND INSURANCE ESCALATIONS. In the event Lessor's Tax
and Insurance  Expenses for the leased premises shall, in any calendar year
during the term of this Lease, exceed the actual Tax and Insurance Expenses
paid or incurred by Lessor for the leased  premises for the  calendar  year
1997 (the "Base Year"), Lessee agrees to pay as additional rent such excess
Tax and  Insurance  Expenses.  Accordingly,  Lessee  shall not be liable or
responsible for payment of any excess Tax and Insurance  Expenses  pursuant
to  this  section  2.02  during  the  Base  Year  and  such   liability  or
responsibility  shall not begin accruing  until January 1, 1998;  provided,
however,  that if the Tax and Insurance Expenses paid or incurred by Lessor
for the leased premises for the calendar year 1998 are less than those paid
or incurred by Lessor for the  calendar  year 1997,  the Base Year shall be
the calendar year 1998.  Notwithstanding the foregoing, with regard to that
portion of Tax and Insurance  Expenses  comprised of real  property  taxes,
Lessee shall only be  responsible  for such tax expenses to the extent they
exceed the  greater of (i) the actual tax  expenses  incurred by Lessor for
the leased  premises for the Base Year or (ii) the tax expenses  that would
have been incurred by Lessor for the leased  premises for the Base Year had
this Lease been in effect and had Lessee  been in  occupancy  of the leased
premises  on January 1, 1997.  Lessor may  invoice  Lessee  monthly for the
estimated Tax and Insurance  Expenses for each calendar year,  which amount
shall be  adjusted  each year  based  upon  anticipated  Tax and  Insurance
Expenses.  Within nine months  following the close of each  calendar  year,
Lessor shall provide Lessee an accounting  showing in reasonable detail all
computations  of additional  rent due under this section.  In the event the
accounting  shows  that the total of the  monthly  payments  made by Lessee
exceeds the amount of additional rent due by Lessee under this section, the
accounting  shall be accompanied  by a refund.  In the event the accounting
shows that the total of the  monthly  payments  made by Lessee is less than
the amount of additional rent due by Lessee under this section, the account
shall be accompanied by an invoice for the additional rent. Notwithstanding
any  other  provision  in this  Lease,  during  the year in which the Lease
terminates, Lessor, prior to the termination date, shall have the option to
invoice  Lessee for the excess Tax and  Insurance  Expenses  based upon the
previous year's Tax and Insurance  Expenses.  If this Lease shall terminate
on a day other  than the last day of a  calendar  year,  the  amount of any
additional  rent  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 the  calendar  year to and  including  the
termination  date bears to 365.  Lessee  shall  have the right,  at its own
expense and within a  reasonable  time (not to exceed six (6) months  after
Lessee's  receipt of an  invoice  from  Lessor),  to audit  Lessor's  books
relevant to the additional  rent payable under this section upon reasonable
notice to Lessor,  but not more than once each calendar year, and if all of
the  following  apply  to such  audit:  (i) the  audit is  conducted  by an
independent  certified  accountant  who is  compensated  at an hourly  rate
(i.e., as opposed to a contingency  method of  compensation),  and (ii) the
audit  discloses an  overpayment  by Lessee of more than five percent (5%),
the Lessor shall pay for the reasonable  cost of such audit.  Lessee agrees
to pay any  additional  rent due under this section within thirty (30) days
following receipt of the invoice or accounting showing additional rent due.

     2.03  DEFINITION  OF TAX AND  INSURANCE  EXPENSES.  The term  "Tax and
Insurance Expenses" shall mean all real property taxes, general and special
assessments  (with  Lessor being  required to either elect the  installment
treatment  for special  assessments  or otherwise  treat Tax and  Insurance
Expenses as though Lessor had elected the installment treatment with regard
to special assessments) and taxes or assessments on rentals, including dues
and assessments by means of deed restrictions  and/or owners'  associations
which accrue against the leased premises during the term of this Lease; and
all  insurance  premiums  Lessor is  required  to pay or  reasonably  deems
necessary to pay, including public liability insurance, with respect to the
leased premises.

     2.04 LATE  PAYMENT  CHARGE.  Other  remedies  for  nonpayment  of rent
notwithstanding,  if the  monthly  base rental  payment is not  received by
Lessor on or  before  the tenth day of the month for which the rent is due,
or if any other  payment  of rent due Lessor by Lessee is not  received  by
Lessor on or before the tenth day  following the date on which such payment
is due to Lessor,  a late payment charge of three percent (3%) of such past
due amount  shall  become due and payable in addition to such  amounts owed
under this Lease.

     2.05 INCREASE IN INSURANCE  PREMIUMS.  If an increase in any insurance
premiums  paid by Lessor for the leased  premises is caused by Lessee's use
of the leased premises in a manner other than as set forth in section 1.06,
or if Lessee  vacates  the leased  premises  and causes an increase in such
premiums,  then  Lessee  shall pay as  additional  rent the  amount of such
increase to Lessor.

     2.06 HOLDING OVER. In the event that Lessee does not vacate the leased
premises  upon the  expiration  of this Lease,  Lessee shall be a tenant at
will for the holdover  period and all of the terms and  provisions  of this
Lease shall be applicable during that period,  except that Lessee shall pay
Lessor as base rent for the period of such  holdover an amount equal to one
and one-fourth (1 1/4) times the base rent which would have been payable by
Lessee had the  holdover  period been a part of the  original  term of this
Lease.  Lessee  agrees to vacate and deliver the leased  premises to Lessor
upon Lessee's  receipt of notice from Lessor to vacate.  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  purposes  which  are
permitted in section 1.06. 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 a  nuisance.
Lessee shall neither permit any waste on the leased  premises nor allow 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 leased  premises.
If at any time during the term of this Lease the State  Board of  Insurance
or other insurance  authority imposes an additional penalty or surcharge in
Lessor's  insurance  premiums  because of Lessee's  original or  subsequent
placement or use of storage  racks or bins,  method of storage or nature of
Lessee's  inventory  or any other act of  Lessee,  Lessee  agrees to pay as
additional rent the increase in Lessor's insurance premiums.  With specific
regard to the hazardous or possibly hazardous  materials used in connection
with Lessee's  intended  business at the leased premises,  Lessee agrees as
follows:  (i) Lessee shall include in Lessee's Work  (hereinafter  defined)
whatever  fixtures and  improvements  may be required by Applicable Laws in
connection with the handling of such  materials;  (ii) Lessee shall use all
such  materials  in  accordance  with  all  Applicable  Laws;  (iii) at the
conclusion  of the term of this  Lease,  Lessee  shall  provide to Lessor a
Phase  I  environmental  survey  of  the  leased  premises  prepared  by an
independent environmental engineer reasonably acceptable to Lessor, who has
been fully apprised of Lessee's operations at the leased premises; and (iv)
Lessee,  at its sole cost and  expense,  shall (a)  cause  such  additional
studies to be performed on the leased  premises as are  recommended by such
environmental  survey to  investigate  or assess the  obligations of Lessee
under  Applicable  Laws  pertaining  to the  environment  based on Lessee's
operations  at the leased  premises  or  conditions  observed at the leased
premises, and (b) perform or cause to be performed such remedial work as is
recommended  by  such  environmental  survey,  to the  extent  required  by
Applicable  Laws pertaining to the  environment,  to the extent and only to
the extent that such  remedial  work is necessary as the result of the acts
of Lessee, its agents, employees or invitees during the term of this Lease.

     3.02  SIGNS.  No sign of any type or  description  shall  be  erected,
placed or  painted  in or about the  leased  premises  except  those  signs
submitted to Lessor in writing and approved by Lessor in writing, and which
signs are in conformance  with Lessor's sign criteria  established  for the
leased premises.  Notwithstanding the foregoing,  Lessor agrees that Lessee
shall be allowed to erect or install,  at Lessee's  sole cost and  expense,
exterior  signage  on the  leased  premises,  provided  that such  exterior
signage shall in all respects be in compliance with all Applicable Laws and
applicable deed  restrictions (as to which Lessor makes no  representations
or  warranties to Lessee),  as well as being  approved in writing by Lessor
with respect to location, size, materials,  color, graphics and layout. Any
such signage shall be constructed and maintained by Lessee at its sole cost
and  expense,  in  accordance  with  any  and  all  applicable  restrictive
covenants, approval rights of any existing property association and any and
all  other  applicable  laws,  rules,  ordinances  and  regulations  and in
accordance  with  Lessor's  signage  criteria as the same may be reasonably
amended by Lessor from time to time. Lessor agrees that its approval of any
signage requested by Lessee shall not be unreasonably withheld or delayed.

     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 over use, condition and occupancy of the leased
premises.  Lessee  must use and  maintain  the leased  premises in a clean,
careful, safe and proper manner and in compliance with all applicable laws,
ordinances,  orders, rules and regulations of all governmental entities and
regulatory agencies (collectively, "Applicable Laws"), including Applicable
Laws pertaining to health,  safety,  disabled  persons and the environment;
provided, however, that Lessee shall not be required to make any structural
changes  or  repairs  to the  leased  premises  unless  the  need  for such
structural changes or repairs is caused by Lessee,  its agents,  employees,
invitees or others for whom Lessee is responsible pursuant to the terms and
provisions  of  this  Lease.   Notwithstanding  anything  to  the  contrary
contained  elsewhere  in this  section  3.03,  it is  expressly  agreed and
understood that Lessee's obligation to comply with all Applicable Laws does
not apply to any violations of Applicable Laws which were in effect and the
leased  premises  was  not  in  compliance  with  or  were  being  violated
immediately  prior  to  the  time  Lessee  accepted  the  leased  premises,
including without  limitation,  any existing  environmental  contamination.
Further,  Lessor,  at Lessor's sole cost and expense,  shall be responsible
for any structural  changes or other repairs,  alterations or other actions
necessary to bring the leased premises into compliance with Applicable Laws
as in effect  immediately  prior to the time  Lessee  accepted  the  leased
premises,  including without limitation,  all Applicable Laws pertaining to
health,  safety,  the environment and disabled persons.  Lessee will comply
with the rules and  regulations  of the leased  premises  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 leased
premises.  All changes and  amendments to the rules and  regulations of the
leased  premises  will be sent by Lessor to  Lessee  in  writing  and shall
thereafter be carried out and observed by Lessee.

     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.  Lessor shall not be responsible  for the acts or omissions of any
third party that may  interfere  with  Lessee's  use and  enjoyment  of the
leased premises;  provided,  however,  Lessor agrees to utilize  reasonable
efforts in a good faith attempt to prevent any third party from interfering
with or  continuing  to interfere  with  Lessee's use and  enjoyment of the
leased premises.

     3.05 INSPECTION.  Lessor or its authorized agents shall at any and all
reasonable times have the right to enter the leased premises to inspect the
same,  to supply any service to be  provided by Lessor,  to show the leased
premises to  prospective  purchasers  or lessees  (which  right to show the
leased  premises to  prospective  lessees  shall be limited to the last one
hundred  eighty [180] days of the term of this Lease,  as the same may have
been  extended  hereunder),  and to alter,  improve  or repair  the  leased
premises in  accordance  with the terms of this Lease;  provided,  however,
that except in the event of an emergency,  Lessor or its authorized  agents
shall at all times be accompanied  by a  representative  of Lessee.  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. 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 the  leased  premises  in an  emergency  without  liability
therefor.  Notwithstanding  anything to the contrary contained hereinabove,
Lessor agrees to (a) utilize  reasonable  efforts (except in the event that
an emergency  either exists or reasonably  appears to exist or be imminent)
to give  Lessee  twenty-four  (24)  hours  advance  written  notice  of any
intended entry by Lessor or its agents or  representatives  upon the leased
premises during regular business hours and (b) utilize  reasonable  efforts
in a good faith attempt to cause as little  interruption  and  interference
with the  conduct  of  business  by Lessee  in the  leased  premises  as is
reasonably practicable.

     3.06.  TITLE  REPORT.  Within  five (5) days after  execution  of this
Lease, Lessor shall, at Lessor's sole cost and expense, deliver to Lessee a
current  commitment  for title  insurance or other  comparable  evidence of
title to the leased  premises  issued by a title  company and copies of all
underlying  documents  shown as  exceptions  to title  affecting the leased
premises.  In the event that such title commitment or underlying  exception
documents are  unacceptable to Lessee for any reason,  in Lessee's sole and
absolute  discretion,  Lessee shall have the right, at Lessee's option,  to
terminate this Lease by delivering a written  termination  notice to Lessor
within ten (10) days after  Lessee's  receipt of such title  commitment and
underlying exception documents.

                     ARTICLE 4.00 UTILITIES AND SERVICE

     4.01.  UTILITIES.  Lessee shall pay the cost of all utility  services,
including,  but not limited to, initial connection charges, all charges for
gas,  electricity,  water,  sanitary and storm sewer  service,  and for all
electric  lights.  Lessee shall pay all costs caused by Lessee  introducing
excessive  pollutants  or solids other than  ordinary  human waste into the
sanitary sewer system,  including  permits,  fees and charges levied by any
governmental subdivision for any such pollutants or solids. Lessee shall be
responsible  for the  installation  and  maintenance of any dilution tanks,
holding tanks,  settling tanks, sewer sampling devices,  sand traps, grease
traps or similar devices as may be required by any governmental subdivision
for Lessee's use of the sanitary sewer system. Lessor shall not be required
to pay for any utility services,  supplies or upkeep in connection with the
leased  premises.  Notwithstanding  anything set forth in this Lease to the
contrary,  Lessee shall be solely liable and obligated  for, and shall make
payment  directly to the service provider for, any and all electrical power
now or hereafter provided to the leased premises and any and all janitorial
and/or cleaning  services  utilized by Lessee in connection with the leased
premises,  and Lessor  shall  have no duty,  obligation  or  responsibility
whatsoever with respect to the providing of any such services.

     4.02  THEFT OR  BURGLARY.  Lessor  shall not be  liable to Lessee  for
losses to Lessee's  property or personal  injury caused by criminal acts or
entry by unauthorized persons into the leased premises.

                    ARTICLE 5.00 REPAIRS AND MAINTENANCE

     5.01 LESSOR REPAIRS.  Lessor shall maintain only the roof (but not the
HVAC  Units  which  shall be  maintained  at the sole cost and  expense  of
Lessee, except that Lessor shall be responsible for ensuring that all parts
of the  leased  premises,  including  without  limitation  the HVAC  Units,
plumbing and electrical  systems,  sprinkler system and doors to the leased
premises,  are  initially  in good working  order and Lessor will  promptly
repair same for a period of ninety  (90) days  following  the  Commencement
Date of  this  Lease),  foundation,  and the  structural  soundness  of the
exterior walls (excluding windows,  window glass, plate glass and doors) of
the building  comprising a part of the leased premises,  except for damages
caused by the  negligence of Lessee,  its agents,  employees,  contractors,
guests and  invitees  which  damage  shall be repaired at the sole cost and
expense of Lessee and which will  constitute  additional rent due hereunder
upon demand by Lessor therefor. Lessor agrees to utilize reasonable efforts
to effectuate and promptly  complete any maintenance or repairs required to
be performed by Lessor hereunder in a manner  calculated to cause as little
interruption and interference with the conduct of business by Lessee in the
leased premises as is reasonably practicable.  In addition, if Lessor fails
to perform any of its repair and maintenance obligations hereunder and such
default is not cured by Lessor in accordance  with the terms and provisions
of section 11.03  hereinbelow,  then Lessee shall have the right to perform
such repair and  maintenance  obligations  as are  reasonably  necessary to
either (a)  prevent  any damage to  Lessee's  inventory  or other  personal
property  and/or (b) obviate any material  and adverse  effects to Lessee's
business operations resulting  therefrom.  Any and all reasonable costs and
expenses  paid  or  incurred  by  Lessee  in  performing  any  of  Lessor's
maintenance  obligations  in  accordance  with the  terms,  conditions  and
requirements of the immediately preceding sentence, may be offset by Lessee
against the next accruing installments of rent hereunder.

     5.02  LESSEE  REPAIRS.  Lessee  shall,  as its sole cost and  expense,
maintain, repair and replace all other parts of the leased premises in good
repair and condition,  including, but not limited to, heating,  ventilating
and air  conditioning  systems (save and except for Lessor's  obligation to
maintain  the HVAC  Units for the first  ninety  (90)  days  following  the
Commencement  Date), down spouts,  dock bumpers,  drives and parking areas,
lawn and landscape  irrigation  equipment,  lawn and landscape  maintenance
(i.e.,  keeping  same in  substantially  the same  condition as now exists,
ordinary  wear and tear and damage from fire or other  casualty  excepted),
pest control and extermination, trash pick-up and removal, and painting the
building  and  exterior  doors.  Lessee shall repair and pay for any damage
caused by any act or  omission  of Lessee or  Lessee's  agents,  employees,
invitees,  licensees  or  visitors.  If Lessee fails to make the repairs or
replacements  promptly  as required  herein,  Lessor may, at its option and
after the  expiration of any  applicable  notice and cure period,  make the
repairs and  replacements  and the cost of such  repairs  and  replacements
shall be  charged  to Lessee as  additional  rent and shall  become due and
payable by Lessee within thirty (30) days from receipt of Lessor's invoice.

     5.03 REQUEST FOR REPAIRS. All requests for repairs or maintenance that
are the  responsibility  of Lessor  pursuant to any provision of this Lease
must be made in  writing  to Lessor at the  address  of Lessor set forth in
section 1.05.

     5.04 LESSEE DAMAGES.  Subject to the controlling  terms and provisions
of section 7.04 below, Lessee shall not allow any damage to be committed by
Lessee or Lessee's agents,  employees,  invitees,  licensees or visitors on
any portion of the leased premises 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 and damage from casualty excepted.  The cost
and expense of any repairs necessary to restore the condition of the leased
premises shall be borne by Lessee.

                 ARTICLE 6.00 ALTERATIONS AND IMPROVEMENTS

     6.01 ASBESTOS SURVEY AND ACM ABATEMENT WORK.  Lessee, at Lessee's sole
cost and  expense,  has caused that certain  asbestos  survey of the leased
premises entitled Report of Survey for Asbestos-Containing Materials, dated
April 23, 1997, prepared by Law Engineering & Environmental  Services, Inc.
(the "ACM Survey") to be performed.  Lessee has delivered a copy of the ACM
Survey to Lessor.  Lessee and Lessor hereby agree that Lessor shall,  on or
before the later to occur of (i) ten (10) business days after  execution of
this  Lease,  or (ii) the date on which  Lessee  no  longer  has a right to
terminate this Lease  pursuant to section 6.2 below,  cause a contractor to
commence and diligently pursue to completion within fifteen (15) days after
commencement  the  abatement  and removal of all acoustic  wall tile in the
former computer room, all mechanical  equipment insulation above the cooler
and in the  HVAC  and  boiler  room,  and  the  two  sinks  with  ACM  sink
undercoating,  all as  referenced  in the ACM  Survey  (the "ACM  Abatement
Work"),  with all of such ACM Abatement  Work to be performed and completed
in accordance  with Applicable  Laws.  Except for the completion of the ACM
Abatement  Work and  Lessor's  warranty  that all  portions  of the  leased
premises  shall be  initially  in good working  order  (including  Lessor's
obligation  to  promptly  repair  same for a period  of  ninety  (90)  days
following the  Commencement  Date of this Lease),  Lessee  acknowledges and
agrees  that  Lessee  will  accept the leased  premises  "AS IS" and in its
present condition as of the Commencement Date, and that, except as provided
in  sections  5.01  and  6.03 of this  Lease,  Lessor  shall  have no other
obligations  to alter,  refurbish,  repair or otherwise  improve the leased
premises.

     6.02 ENVIRONMENTAL  SURVEY. Within thirty (30) days after execution of
this Lease,  Lessee,  at  Lessee's  sole cost and  expense,  shall cause an
environmental survey (the "Environmental Survey") of the leased premises to
be performed. In the event that the results of the Environmental Survey are
unacceptable  to Lessee  for any  reason,  in  Lessee's  sole and  absolute
discretion,  Lessee shall have the right, at Lessee's option,  to terminate
this Lease by delivering a written  termination notice to Lessor within ten
(10) days after Lessee's receipt of the Environmental Survey. Regardless of
whether or not Lessee  terminates  this Lease  pursuant to the  immediately
preceding   sentence,   Lessee  shall  promptly   deliver  a  copy  of  the
Environmental Survey to Lessor.

     6.03  LESSEE  IMPROVEMENTS.  Upon  Lessee's  occupancy  of the  leased
premises,  Lessee may  perform  the work  ("Lessee's  Work")  described  in
Exhibit "C" attached hereto and made a part hereof,  which Lessee's Work is
hereby deemed approved by Lessor for all purposes.  Lessor hereby agrees to
perform,  at its  sole  cost  and  expense,  any  and all  future  removal,
encapsulation  or other  abatement or handling of asbestos  and/or asbestos
containing  material  as is  required  by  Applicable  Laws or which is not
unreasonably  requested by Lessee in connection  with (i) Lessee's Work, or
(ii) any  future  alterations,  additions  or  improvements  to the  leased
premises  permitted  by  the  terms  of  this  Lease.  Notwithstanding  the
foregoing,  however,  Lessee  agrees  that,  with the  exception of the ACM
Abatement  Work  prescribed  in section 6.1 above,  Lessee will not request
that Lessor  remove,  encapsulate  or abate any  asbestos  and/or  asbestos
containing  material  referred to in the ACM Survey  (e.g.,  the  wallboard
joint  compound and paint texture or the resilient  flooring and associated
mastic  referenced  in the summary set forth on page 4 of the ACM  Survey),
unless  the  building  materials  associated  with such items are (a) being
altered  by Lessee in such a manner  that the  asbestos  contained  in such
items  will  be  disturbed  or  (b)  are  being   removed.   Such  removal,
encapsulation  or other  abatement or handling shall be performed by Lessor
(i) in  accordance  with the schedule of such work  established  by Lessee,
provided Lessee is not unreasonable in establishing such schedule, and (ii)
in a manner that will minimize  interference  with Lessee's business in the
leased  premises.  Except  with  respect  to  Lessee's  Work and  interior,
non-structural alterations or additions to the leased premises costing less
than $50,000,  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
or delayed.  Any  alterations,  physical  additions or  improvements to the
leased  premises made by Lessee shall at once become the property of Lessor
and shall be surrendered to Lessor upon the termination of this Lease. This
clause shall not apply to moveable  equipment,  furniture or trade fixtures
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 are not then subject to any other  rights,  liens and interest of
Lessor.

                    ARTICLE 7.00 CASUALTY AND INSURANCE

     7.01   SUBSTANTIAL   DESTRUCTION.   If  the   building   and/or  other
improvements  comprising  a part of the leased  premises  should be totally
destroyed by fire or other  casualty,  or if the leased  premises should be
damaged so that rebuilding  cannot  reasonably be  substantially  completed
within ninety (90) working days after the date of written  notification  by
Lessee to Lessor of the  destruction,  this Lease  shall,  at the option of
Lessor or Lessee  [exercised  by  written  notice to the other  party on or
before   that  date  which  is  thirty   (30)  days  after  the  damage  or
destruction],  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.

     (a)  If the building  and/or other  improvements  comprising a part of
          the leased premises should be partially  damaged by fire or other
          casualty,  and  rebuilding or repairs can reasonably be completed
          within  ninety  (90)  working  days  from  the  date  of  written
          notification by Lessee to Lessor of the  destruction,  this Lease
          shall not  terminate,  and Lessor shall  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. However,  Lessor's duty or obligation to repair or
          rebuild the leased  premises shall be limited to the extent,  and
          only to the  extent,  that  Lessor  actually  receives  insurance
          proceeds in connection with any such damage or destruction  after
          payment  of all of  Lessor's  reasonable  costs and  expenses  in
          obtaining such insurance proceeds.

     (b)  Notwithstanding  the  preceding  subsection,  in the  event  that
          Lessor fails to substantially  complete the necessary  repairs or
          rebuilding  within one hundred twenty (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 before such
          time  as  Lessor  has  substantially  completed  the  repairs  or
          rebuilding, whereupon all rights and obligations under this Lease
          shall cease to exist.

     (c)  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
          shall be adjusted to such an extent as may be fair and reasonable
          under the circumstances.

     7.3 INSURANCE.

     (a)  Lessee must  procure  and  maintain  throughout  the term of this
          Lease and any  extensions  or  renewals of the term of this Lease
          commercial   general  liability   insurance   (including  blanket
          contractual liability coverage), which shall cover any claims for
          bodily  injury,  death  and/or  property  damage  occurring in or
          resulting from any occurrence on the leased  premises,  including
          injury,  death and/or  damage  caused by the  condition of or any
          defect in the building or other improvements comprising a part of
          the leased premises.  The policies evidencing such insurance must
          be in form reasonably satisfactory to Lessor, must name Lessor as
          an  additional  insured,  must be issued by  insurance  companies
          reasonably  acceptable  to  Lessor,  and  must  afford  immediate
          protection to the limit of not less than $1,000,000 per accident.
          With respect to each policy evidencing such liability  insurance,
          Lessee  shall  obtain  any  available   endorsements   reasonably
          required  by Lessor.  Lessee  shall also  deliver the policy or a
          certificate  evidencing the same to Lessor prior to occupying the
          leased   premises  or   commencing   the   construction   of  any
          improvements  thereon or in the building comprising a part of the
          leased  premises,  and  Lessee  shall  deliver a  certificate  of
          renewal  from the  applicable  insurer at least ten days prior to
          the  expiration of the policy.  In addition,  Lessee shall obtain
          and deliver to Lessor a written obligation on the part of each of
          its  insurance  companies to notify Lessor at least 10 days prior
          to any cancellation of or material change to such insurance.

     (b)  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  binding  upon  an  insurance  company
          reasonably  acceptable to Lessee,  insuring the building  against
          all risk of direct  physical  loss in an amount equal to the full
          replacement  cost of the building  structure and its improvements
          as of the  date  of  the  loss;  provided,  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. Lessor
          shall at times during the term of this Lease maintain a policy or
          policies of general liability insurance with the premiums paid in
          advance,   issued  by  and  binding  upon  an  insurance  company
          reasonably   acceptable  to  Lessee,  with  respect  to  Lessor's
          activities  in the  leased  premises,  such  insurance  to afford
          minimum   protection  of  not  less  than  One  Million   Dollars
          ($1,000,000.00)  combined single limit coverage of bodily injury,
          death, property damage or a combination thereof. Lessor shall not
          be required  to  maintain  insurance  against  thefts  within the
          leased premises.  Lessee accepts  responsibility  for keeping all
          personal property and equipment in the leased premises adequately
          insured  and  for  maintaining  adequate  business   interruption
          insurance. Lessee shall have no right in claim to the proceeds of
          any policy of insurance maintained by Lessor even though the cost
          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,  Lessor and Lessee  hereby waive and release each other of
and from any and all right of recovery,  claim,  action or cause of action,
against each other, their agents,  officers and employees,  for any loss or
damage that is  insurable  pursuant to  customary  insurance  coverage  and
occurs to the  leased  premises,  improvements  to the leased  premises  or
personal  property  within  the leased  premises,  by reason of fire or the
elements,  regardless of cause or origin, including negligence of Lessor or
Lessee and their agents,  officers and employees;  provided,  however, that
this  waiver of  subrogation  shall not  apply to the  deductible  (up to a
maximum  deductible  of  $50,000)  which  is  applicable  to the  insurance
coverage  of  each  respective  waiving  party.  Lessor  and  Lessee  agree
immediately to give their respective  insurance companies which have issued
policies of insurance  covering all risk of direct  physical loss,  written
notice of the 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.
WITHOUT  LIMITATION,  IT IS THE  INTENTION  OF LESSOR AND  LESSEE  THAT THE
FOREGOING  RELEASES BY LESSOR AND LESSEE BE EFFECTIVE  NOTWITHSTANDING  ANY
NEGLIGENCE (BUT NOT GROSS NEGLIGENCE) ON THE PART OF THE OTHER PARTY.

     7.05 HOLD HARMLESS. Lessee shall indemnify and hold Lessor harmless of
and from any loss,  attorneys' fees, expenses,  claims, fines, suits, costs
and  liability of every kind arising  because of any bodily  injury,  death
and/or damage to property  occurring in or resulting from any occurrence in
the leased  premises  during the term of this Lease and any holdover period
save and  except  for any costs  occasioned  by the  negligence  or willful
wrongful  acts of Lessor or  Lessor's  agents or  employees.  Except to the
extent  caused  by a breach  of this  Lease or the  negligence  or  willful
wrongful acts of Lessor or Lessor's  agents or employees,  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 any act or omission 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,  or caused by
leakage of gas, oil,  water or steam or by  electricity  emanating from the
leased premises.

                         ARTICLE 8.00 CONDEMNATION

     8.01  SUBSTANTIAL  TAKING.  If 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 it
is then  being  used,  this  Lease  shall at the option of Lessor or Lessee
[exercised  by  written  notice to the other  party on or before  that date
which is thirty (30) days after the date of the taking]  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 or proceeds in lieu
thereof.  Notwithstanding  anything to the contrary contained  hereinabove,
Lessee shall have the right to recover from the condemning  authority,  but
not Lessor,  any  compensation  as may be  separately  awarded to Lessee on
account of moving and relocation  expenses and  depreciation to and removal
of Lessee's  physical  property and all other  interest  and property  (but
expressly  excluding  any  improvements  constructed  and  installed in the
leased  premises and any other property which would  otherwise be or become
the property of Lessor upon the  termination  or  expiration of this Lease)
for which Lessee is entitled to compensation from such condemning authority
under common law or applicable  statutes,  so long as and conditioned  upon
any award to Lessee  not  having the  effect of  reducing  the award  which
Lessor  would  otherwise  be  entitled  to  receive  under  common  law  or
applicable statutes.

     8.02  PARTIAL  TAKING.  If 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 8.1
above,  Lessor  shall  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 may be
fair and reasonable under the circumstances.  Lessee shall have no claim to
the  condemnation  award  or  proceeds  in  lieu  thereof.  Notwithstanding
anything set forth herein to the contrary,  Lessor's  obligation to restore
and/or  reconstruct the building and other  improvements under this section
8.02  shall  be  limited  to the  extent,  and  only  to the  extent,  that
condemnation  proceeds are actually  received by Lessor in connection  with
any such  taking  after  payment of all of  Lessor's  reasonable  costs and
expenses in obtaining such condemnation  proceeds. In the event that Lessor
fails to restore or reconstruct the building and other  improvements on the
leased  premises within one hundred twenty (120) working days from the date
of such  taking,  Lessee  shall have the right to  terminate  this Lease by
delivering  written notice of such  termination to Lessor.  Notwithstanding
anything to the contrary contained hereinabove, Lessee shall have the right
to recover from the condemning authority,  but not Lessor, any compensation
as may be separately  awarded to Lessee on account of moving and relocation
expenses and depreciation to and removal of Lessee's  physical property and
all other interest and property (but expressly  excluding any  improvements
constructed  and  installed in the leased  premises and any other  property
which  would  otherwise  be or  become  the  property  of  Lessor  upon the
termination  or  expiration  of this Lease) for which Lessee is entitled to
compensation from such condemning  authority under common law or applicable
statutes,  so long as and  conditioned  upon any award to Lessee not having
the effect of reducing the award which  Lessor would  otherwise be entitled
to receive under common law or applicable statutes.

                    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 under this Lease
and in the leased  premises.  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.  Additionally,
Lessee shall continue to make payment of all rent and other amounts due and
payable from Lessee to Lessor  hereunder to the named Lessor at the address
set forth in section 1.05 hereinabove until such time as Lessee receives an
instrument  executed by both the Lessor and such  transferee  or  assignee,
giving  notice of such  transfer or  assignment  and  instructions  for the
delivery of payments and notices by Lessee to such  transferee  or assignee
and  affirming the  assumption  (by the  transferee or assignee  identified
therein) of all obligations and  responsibilities of Lessor under the Lease
which are properly  due,  performable,  allocable and  attributable  to any
period of time subsequent to the date of such transfer or conveyance.

     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, or sublet the
leased premises,  in whole or in part, without the prior written consent of
Lessor (which consent shall not be unreasonably withheld or delayed). In no
event shall any such  assignment  or sublease  ever  release  Lessee or any
guarantor  from any  obligation or liability  hereunder;  moreover,  in the
event that Lessee shall  receive any payments from an assignee or sublessee
in excess of (i) the base rent and other  payments  required  to be paid by
Lessee  pursuant to this Lease and (ii) any  refurbishment,  commissions or
other  expenses  Lessee may incur in  connection  with such  assignment  or
subletting,  then Lessee shall promptly forward all such excess payments to
Lessor.  Notwithstanding  the foregoing  provisions of this Article 9.00 to
the  contrary,  Lessee  may from time to time,  without  Lessor's  consent,
assign this Lease or sublet the leased premises, or any portion thereof, to
any parent or  subsidiary  of Lessee or the  guarantor of this Lease or any
subsidiary  of a parent  corporation  of either  Lessee or the guarantor of
this Lease  (hereinafter  collectively  referred to as a "Related  Party").
Further, any sale or exchange of Lessee's stock on a nationally  recognized
exchange,  any  change  in  ownership  of  Lessee  as a result of a merger,
consolidation,  reorganization  or the exchange of stock  between  Lessee's
parent  company or a subsidiary of Lessee or of Lessee's  parent company or
the sale of all or substantially  all of Lessee's stock or assets shall not
be considered  an assignment  under this article 9.00 and Lessee shall have
no  obligation  to  obtain  Lessor's  consent  in the  event of any of such
events.

     9.03  CONDITIONS OF ASSIGNMENT.  If Lessee desires to assign or sublet
all or any part of the leased  premises,  Lessee shall so notify  Lessor at
least  fifteen (15) 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 sublessee or assignee.
Within ten (10) days after Lessor's receipt of Lessee's proposed assignment
or sublease and all required information  concerning the proposed sublessee
or assignee,  Lessor shall have the following  options:  (1) consent to the
proposed  assignment or sublease;  or (2) refuse 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 sublessee all rents becoming
due to Lessee  by reason of the  assignment  or  sublease.  Any  collection
directly by Lessor from the assignee or sublessee 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. The terms of this
section 9.03 shall not apply to an  assignment  or  subletting to a Related
Party.

     9.04 SUBORDINATION.  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  and to all existing  recorded
restrictions,  covenants,  easements  and  agreements  with  respect to the
leased premises, subject to and conditioned upon, Lessor causing any holder
of any lien(s) now or hereafter  affecting  the project or any part thereof
to execute and deliver the agreement  hereinafter described in this section
9.04.  Lessee  agrees  upon  demand  to  execute   additional   instruments
subordinating this Lease as Lessor may reasonably require. If the interests
of Lessor under this Lease shall be transferred by reason of foreclosure or
other proceedings for the enforcement of any mortgage or deed of trust lien
on the leased premises,  Lessee shall be bound to the transferee (sometimes
called the "Purchaser"),  under the terms, covenants and conditions of this
Lease for the balance of the term  remaining,  including any  extensions or
renewals,  with the same force and effect as if the  Purchaser  were Lessor
under this Lease,  and Lessee agrees to attorn to the Purchaser,  including
the  mortgagee  under  any such  mortgage  if it be the  Purchaser,  as its
Lessor. Provided further, as a material inducement to cause Lessee to enter
into this  Lease,  Lessor  agrees to cause the  holder of any  existing  or
future lien placed  against the leased  premises or any portion  thereof to
enter into an agreement with Lessee making this Lease expressly subject and
subordinate to such lien and all renewals,  modifications,  consolidations,
replacements  and  extensions  thereof,  wherein the Lessee  shall agree to
attorn  to the  Purchaser  at any  foreclosure  sale of such  lien and such
agreement shall contain a covenant  binding upon the holder of such lien to
the effect that,  as long as there shall be no event of default on the part
of Lessee entitling Lessor to terminate this Lease, or if any such event of
default exists, any time in which to cure the event of default as contained
herein shall not have  expired,  (a) this Lease shall not be  terminated or
modified in any respect whatsoever nor shall the rights of Lessee hereunder
or its occupancy of the leased premises be affected in any manner by reason
of such  lien or any  foreclosure  action or other  proceeding  that may be
instituted in connection  therewith or in lieu thereof and (b) Lessee shall
not be named by such holder as a defendant in any such  foreclosure  action
or other proceeding.  Lessee and Lessor agree to execute (together with any
future holder of any lien[s]  hereafter  placed against the leased premises
or any  portion  thereof),  within  thirty (30) days  following  receipt of
written  request  therefor from Lessor or Lessee (as the case may be), such
an agreement containing the aforesaid terms,  together with such additional
changes as the future holder of any such lien(s) may  otherwise  reasonably
require.

     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, the following:  Lessee is
in  possession  of the  leased  premises;  the  Lease is in full  force and
effect;  the  Lease  is  unmodified  (or,  if  modified,   describing  such
modifications);  Lessee claims no present charge,  lien, 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; and there is no existing default by reason of some act or omission
by Lessor.  Lessor  agrees to furnish,  from time to time,  within ten days
after  receipt  of a  request  from  Lessee,  a  statement  certifying,  if
applicable, the following: the Lease is in full force and effect; the Lease
is unmodified  (or, if modified,  describing  such  modifications);  Lessor
claims no present  charge,  lien, or claim against  Lessee (other than base
rent and Tax and Insurance  Expenses);  and there is no existing default by
reason of some act or omission by Lessee.

                            ARTICLE 10.00 LIENS

     10.01  LESSOR'S  LIEN.  Lessor  hereby  waives any  statutory or other
landlord's  lien upon  Lessee's  personal  property  or any other  property
located  within  the leased  premises  that may be  available  to Lessor to
secure the performance of Lessee's obligations under this Lease.

                     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 and the  failure  is not cured  within  ten (10) days  after  written
notice  thereof;  (2) Lessee shall abandon any  substantial  portion of the
leased premises;  (3) 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 (30) days after written notice to Lessee,  or if
such failure cannot reasonably be cured within such thirty (30) day period,
within such period of time as is reasonably necessary;  provided,  however,
that Lessee  commences the cure of such failure within such thirty (30) day
period and diligently pursues such cure to completion; or (4) Lessee or any
guarantor under this lease 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,
generally.

     11.02 REMEDIES OF LESSOR.  Upon the occurrence of any event of default
set forth in this Lease, Lessor shall have the option without any notice to
Lessee (except as expressly  provided  below) and with or without  judicial
process, to pursue any one or more of the remedies set forth herein without
any notice or demand: (1) Lessor may pursue all of its rights at law and in
equity.  (2)  Lessor may enter upon and take  custodial  possession  of the
leased premises,  by picking or changing locks if necessary,  and lock out,
expel or remove Lessee and any other person who may be occupying all or any
part of the leased premises without being liable for any claim for damages,
and relet the  leased  premises  on behalf of Lessee and  receive  the rent
directly by reason of the reletting.  Lessee agrees to pay Lessor on demand
any  deficiency  that may arise by reason of any  reletting  of the  leased
premises;  further,  Lessee agrees to reimburse  Lessor for any  reasonable
expenditures  made by it in order to relet the leased premises,  including,
but not limited to,  remodeling and repair costs. (3) Lessor may enter upon
the leased  premises,  by picking or changing  locks if necessary,  without
being liable for any claim for damages, and do whatever Lessee is obligated
to do under the terms of this Lease.  Lessee agrees to reimburse  Lessor on
demand for any expenses which Lessor may incur in effecting compliance with
Lessee's obligations under this Lease;  further,  Lessee agrees that Lessor
shall not be liable for any  damages  resulting  to Lessee  from  effecting
compliance  with  Lessee's  obligations  under this  Lease.  (4) Lessor may
terminate this Lease, in which event Lessee shall immediately surrender the
leased  premises to Lessor,  and if Lessee  fails to  surrender  the leased
premises,  Lessor may,  without  prejudice to any other remedy which it may
have for possession or arrearages in rent enter upon and take possession of
the leased  premises,  by picking or changing locks if necessary,  and lock
out,  expel or remove  Lessee and any other person who may be occupying all
or any part of the leased  premises  without being liable for any claim for
damages.  With specific  regard to an  abandonment  by Lessee of the leased
premises or a  termination  of Lessee's  right to  possession of the leased
premises,  Lessor shall use  reasonable  efforts to mitigate its damages by
attempting  to relet the leased  premises;  however,  Lessor  shall have no
obligation  to agree to any lease  terms  which it  reasonably  deems to be
unacceptable,  nor shall Lessor be obligated to (i) travel outside a radius
of thirty (30) miles from  Dallas  County,  Texas,  in order to meet with a
prospective  tenant,  or (ii) expend monies for  finish-out  requested by a
prospective tenant unless Lessor in its reasonable discretion approves both
the lease terms and the credit of such prospective tenant.

     11.03  DEFAULT BY  LESSOR.  All  covenants  of Lessee in the Lease are
independent  covenants,  not conditioned upon Lessor's  satisfaction of its
obligations hereunder, except to the extent otherwise specifically provided
herein.  Lessee waives any statutory  lien it may have against the rent due
under this Lease or against Lessor's  property in Lessee's  possession.  If
Lessor  defaults in the  performance of any of its  obligations  under this
Lease, it will have thirty (30) days to cure after Lessee delivers  written
notice  to  Lessor  of the  default;  or if the  default  is of a nature to
require  more than  thirty  (30) days to remedy,  Lessor will have the time
reasonably necessary to cure it. Whenever a period of time is prescribed in
the Lease for action to be taken by Lessor or Lessee,  Lessor or Lessee, as
applicable,  will not be  liable or  responsible  for,  and there  shall be
excluded from the  computation  for any such period of time, any delays due
to strikes,  riots,  acts of God,  shortages  of labor or  materials,  war,
Applicable Laws or any other causes of any kind whatsoever which are beyond
the control of Lessor or Lessee, as applicable.

                         ARTICLE 12.00 DEFINITIONS

     12.01  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.

     12.02 ACT OF GOD OR FORCE MAJEURE.  An "act of God" or "force majeure"
is defined  for  purposes  of this Lease as  strikes,  lockouts,  sitdowns,
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 or Lessee,  as
applicable,  and which by the exercise of due  diligence  Lessor is unable,
wholly or in part, to prevent or overcome.

     12.03  COMMENCEMENT  DATE.  "Commencement  Date" shall be the date set
forth  in  section  1.03.  The  Commencement   Date  shall  constitute  the
commencement  of the term of this  Lease for all  purposes,  whether or not
Lessee has actually taken possession. Notwithstanding anything set forth in
this Lease to the contrary,  all possession  and/or occupancy of the leased
premises by Lessee prior to the  Commencement  Date shall be subject to all
of the terms and  provisions  of this  Lease,  save and  except  only those
provisions requiring the payment of rent.

                        ARTICLE 13.00 MISCELLANEOUS

     13.01  WAIVER.  Failure  of Lessor or  Lessee 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 or  Lessee,  as  applicable,  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 remedy constitute forfeiture or waiver of any rent
or damages  accruing to Lessor or Lessee by reason of the  violation of any
of the terms,  provisions or covenants of this Lease.  Failure by Lessor or
Lessee 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.

     13.02  ACT OF GOD.  Lessor  or  Lessee,  as  applicable,  shall not be
required to perform any covenant or obligations in this Lease, or be liable
in damages to Lessee or Lessor,  as applicable,  so long as the performance
or  non-performance  of the covenant or  obligation  is delayed,  caused or
prevented  by an act of God,  force  majeure  or by  Lessee or  Lessor,  as
applicable.  Notwithstanding  anything to the contrary contained or implied
elsewhere herein, it is expressly agreed that the mere inability to pay any
monetary  amounts  shall  not be deemed  to  constitute  an "act of God" or
"force majeure" hereunder.

     13.03  ATTORNEYS'  FEES.  In the event  either  party  defaults in the
performance  of any of  the  terms,  covenants,  agreements  or  conditions
contained  in this  Lease  and the  other  party  places in the hands of an
attorney the  enforcement of all or any part of this Lease,  the collection
of any rent due or to  become  due or  recovery  of the  possession  of the
leased  premises,  the  non-prevailing  party agrees to pay the  prevailing
party's costs of collection,  including reasonable  attorneys' fees for the
services of the attorney, whether suit is actually filed or not.

     13.04  SUCCESSORS.  This Lease shall be binding  upon and inure to the
benefit  of  Lessor  and  Lessee  and  their  respective  heirs,   personal
representatives,  successors and permitted assigns. It is hereby covenanted
and agreed that should  Lessor's  interest in the leased  premises cease to
exist for any reason  during the term of this Lease,  then  notwithstanding
the happening of such event (subject to the terms and provisions of section
9.1 hereof),  this Lease  nevertheless  shall remain unimpaired and in full
force and effect,  and Lessee  hereunder agrees to attorn to the then owner
of the leased premises.

     13.05 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 or intent of any section.

     13.06  NOTICE.  All rent and  other  payments  required  to be made by
Lessee  shall be payable to Lessor at the  initial  address  for Lessor set
forth in section 1.05, or at any other address within Dallas County, Texas,
as Lessor may specify  from time to time by written  notice.  All  payments
required  to be made by Lessor to Lessee  shall be payable to Lessee at the
initial  address  for  Lessee set forth in  section  1.05,  or at any other
address  within Dallas  County,  Texas,  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  when
actually  received at the office of the  intended  recipient or if earlier,
and regardless of whether or not actually received, two business days after
being deposited in the United States Mail, postage prepaid, certified mail,
return  receipt  requested,  addressed  to the  intended  recipient  at its
respective address set forth in section 1.05.

     13.07  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.

     13.08 ENTITY  AUTHORITY.  If Lessee or Lessor executes this Lease as a
corporation,  each of the persons  executing this Lease on behalf of Lessee
or Lessor, as applicable, does hereby personally represent and warrant that
Lessee  or  Lessor,  as  applicable,  is a  duly  authorized  and  existing
corporation,  that Lessee or Lessor,  as  applicable,  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 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 or Lessor, as applicable.

     13.09 SEVERABILITY.  If any provision of this Lease or the application
thereof to any person or circumstance  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.

     13.10  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 deficiency.  In no event shall Lessee
have the right to levy  execution  against  any  property of Lessor nor any
person or entity  comprising  Lessor  other than its interest in the leased
premises as herein expressly provided.

     13.11  INDEMNITY AND  DISCLOSURE.  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 whose claim arises
by,  through or on behalf of Lessor,  including but not limited to, Herbert
D. Weitzman of The Weitzman Group (the "Broker"),  the Broker  representing
Lessor in  accordance  with a separate  written  agreement  executed by and
between  Broker and Lessor.  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  whose claim  arises by,  through or on
behalf of  Lessee,  save and  except  for the  Broker  who shall be paid by
Lessor as provided in the immediately preceding sentence and Greg Cannon of
Cushman & Wakefield, who shall be paid by the Broker pursuant to a separate
written  agreement  executed  by and  between  Greg  Cannon and the Broker.
Lessor, Broker and Herbert D. Weitzman hereby advise Lessee that Herbert D.
Weitzman is a principal in Lessor.

     13.12 GOVERNING LAW;  VENUE.  This Lease shall be governed by the laws
of the State of Texas.  Any legal  action  relating  to this Lease shall be
conducted in Dallas County, Texas.

     13.13  CONFIDENTIALITY.  Lessor  and  Lessee  hereby  agree to hold in
strictest  confidence  and refrain from  disclosing  to any third party the
economic terms and conditions of this Lease, other than to their attorneys,
accountants,   financial  advisors,  prospective  purchasers,   prospective
financial  sources,  prospective  assignees or sublessees or as required by
law.  Further,  Lessor  agrees that it will not publish or publicize in any
way (whether by press release,  newspaper or magazine article or otherwise)
the fact that Lessee has leased the leased  premises from  Lessor).  Either
party  shall  have the right to seek and obtain  from a court of  competent
jurisdiction,  in an action  for that  purpose,  a judgment  enjoining  and
prohibiting  the other party from  disclosing  confidential  information in
violation  of this  provision.  The party  bringing  such  action  shall be
entitled to recover its attorneys'  fees and court costs in any such action
in which it is successful.

            ARTICLE 14.00 AMENDMENT AND LIMITATION OF WARRANTIES

     14.01  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 OR TO THE EXPRESSLY  MENTIONED  WRITTEN
EXTRINSIC DOCUMENTS NOT INCORPORATED IN WRITING IN THIS LEASE.

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

     14.03 LIMITATION OF WARRANTIES. LESSOR AND LESSEE EXPRESSLY AGREE THAT
THERE  ARE  AND  SHALL  BE  NO  IMPLIED   WARRANTIES  OF   MERCHANTABILITY,
HABITABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OF ANY OTHER KIND ARISING
OUT OF THIS LEASE,  AND THERE ARE NO  WARRANTIES  WHICH EXTEND BEYOND THOSE
EXPRESSLY SET FORTH IN THIS LEASE.

                           ARTICLE 15.00 EXHIBITS

     The following  Exhibits are attached  hereto and hereby made a part of
     this Lease for all purposes:

                  Exhibit "A":      Description of Land
                  Exhibit "B":      Rules and Regulations
                  Exhibit "C":      Lessee's Work
                  Exhibit "D":      Renewal Option

                          ARTICLE 16.00 SIGNATURES

     SIGNED at Dallas, Texas this 29th day of April, 1997.

LESSOR                                       LESSEE

CARPENTER FREEWAY PROPERTIES,                K-C AVIATION, INC., A DELAWARE
A TEXAS JOINT VENTURE                        CORPORATION





By:   /s/ Herbert D. Weitzman                By:   /s/ John F. Rahilly
    -------------------------------              ---------------------------
      Herbert D. Weitzman,                        Name:  John F. Rahilly
      Venture Manager                             Title: President