<PAGE>

                                                                   EXHIBIT 10.20

                               LEASE SUMMARY SHEET


<TABLE>

<S>                     <C>
1.    LANDLORD:         INVESTORS LIFE INSURANCE COMPANY OF
                        NORTH AMERICA
                        6500 River Place Blvd., Building I
                        Austin, Texas, 78730
                        Contact: James M. Grace, Executive Vice President
                        Telephone:  (512) 404-5060
                        Facsimile: (512) 404-5051

2.    TENANT:           SBC SERVICES, INC.
                        1010 N. St. Mary's Street - Room 5-U-04
                        San Antonio, Texas  78215
                        Contact. J. Stephen Sundby, Director of Transactions South West
                        Telephone:  (210) 886-3287
                        Facsimile: (210) 886-3311

3.    BUILDING:         River Place Pointe III
                        6500 River Place Blvd.
                        Austin, Texas 78730

4.    PREMISES:         Approximately  112,708.5  rentable square feet
                        (106,259.1)  usable square feet) which comprises the
                        entire Building

5.    PROJECT:          The Building is a four (4) story office  building in
                        a proposed seven (7) building office project in Austin,
                        Texas, known as "River Place Pointe", which includes, or
                        will include, River Place Pointe I, River Place Pointe
                        II, River Place Pointe III, River Place Pointe IV, River
                        Place Pointe V, River Place Pointe VI, River Place
                        Pointe VII, River Place Pointe Parking Garage I, River
                        Place Pointe Parking Garage II and the Common Areas.

6.    TENANT'S
      PROPORTIONATE
      SHARE:            100%, as relates to the Building, 29.13% as it relates to the Project

7.    TERM:             Seven (7) years

                         (a)      Scheduled Substantial Completion Date: March 1, 2001

                         (b)      Commencement Date (estimated): March 1, 2001

<PAGE>

                                                                   EXHIBIT 10.20

8.    RENT:              (a)      Annual Base Rent:

                                  (i)      Years 1-5:  $3,212,192.25 per annum, $28.50 per rentable
                                           square foot.

                                  (ii)     Years 6-7:  $3,268,546.56 per annum, $29.00 per rentable
                                           square foot

</TABLE>

NOTE: This Lease Summary Sheet is for the convenience of Landlord and Tenant and
      shall not be deemed to be incorporated into or made a part of the attached
      Lease for any reason.

<PAGE>

                                                                   EXHIBIT 10.20

                              STANDARD OFFICE LEASE

     THIS LEASE AGREEMENT (this "Lease") is made and entered into as of the ____
day of July, 2000, between Landlord and Tenant named below.

     1.       THE PARTIES.

              (a)      The name and address of Landlord is:

                       INVESTORS LIFE INSURANCE COMPANY OF NORTH AMERICA
                       6500 River Place Blvd., Building I
                       Austin, Texas, 78730
                       Contact: James M. Grace, Executive Vice President
                       Telephone:  (512) 404-5060
                       Facsimile: (512) 404-5051

              (b)      The name and address of Tenant is:

                       SBC SERVICES, INC.
                       1010 N. St. Mary's Street - Room 5-U-04
                       San Antonio, Texas  78215
                       Contact: J. Stephen Sundby, Director of Transactions
                                South West
                       Telephone:  (210) 886-3287
                       Facsimile: (210) 886-3311


     2.       BUILDING, PREMISES AND COMMON AREAS.

              (a)      The name and address of the building (the "Building")
in which the Premises are located is:

                       River Place Pointe III
                       6500 River Place Blvd.
                       Austin, Texas 78730

     The Building is located on the land described on the attached EXHIBIT A-1
and depicted on the site plan attached to this Lease as EXHIBIT A-2 (the
"Land").

               (b)     The premises (the "Premises") covered by this Lease is
the entire Building and comprises approximately 112,708.5 rentable square feet
(106,259.1 usable square feet) of office space.

                                       1

<PAGE>

                                                                   EXHIBIT 10.20

The Building is currently under construction. Based on the construction plans
for the Building, the rentable and usable square foot areas for each floor
contained in the Building have been established using the current Building
Owners and Managers Association International ANSI/BOMA Z 65.1 standard method
of floor measurement, Copyright 1996, taking into account that Tenant will be
the sole occupant of the Building (the "BOMA Method") and are as follows:


<TABLE>

          <S>                       <C>
          Parking Level             958.2 rentable square feet
                                    425.8 usable square feet

          1st FLOOR                 29,270.8 rentable square feet
                                    27,463.8 usable square feet

          2nd FLOOR                 27,933.3 rentable square feet
                                    26,550.9 usable square feet

          3rd FLOOR                 31,406.0 rentable square feet
                                    30,038.2 usable square feet

          4th FLOOR                 23,140.2 rentable square feet
                                    21,780.4 usable square feet

          TOTAL                     112,708.5 rentable square feet
                                    106,259.1 usable square feet

</TABLE>

               Upon completion of the Premises, the rentable and usable area
of the Premises and the Building shall be measured by authorized
representatives of Landlord and Tenant in accordance with the BOMA Method. If
that measurement discloses a different rentable or usable area for the
Building than is shown in this subparagraph 2(b), then "Annual Base Rent" and
"Tenant's Proportionate Share of the Project," both defined herein, shall be
adjusted accordingly.

               (c)     The Building is one of seven (7) multi-story office
buildings and two parking garages contained in a multiple building office
development project in Austin, Texas, known as "River Place Pointe", which
includes the Land, River Place Pointe I, River Place Pointe II, River Place
Pointe III, River Place Pointe IV, River Place Pointe V, River Place Pointe
VI, River Place Pointe VII, River Place Pointe Parking Garage I, River Place
Pointe Parking Garage II, the Common Areas and any other improvements on the
Land (collectively, the "Project"). The existing or proposed location of each
such building and parking garage is shown on EXHIBIT A-2. The Project is
divided into two phases, with the first phase of the Project ("Phase One")
being composed of Buildings I, II, III and IV, Parking Garage I, and the
Common Areas related thereto, and the second phase of the Project ("Phase
Two") being composed of Buildings V, VI and VII, Parking Garage II and the
Common Areas related thereto. The rentable and usable area of the other
buildings in Phase One of the Project shall be measured by

                                       2

<PAGE>

                                                                   EXHIBIT 10.20

authorized representatives of Landlord in accordance with the BOMA Method.
Until such time as Landlord commences Phase Two of the Project, Tenant's
Proportionate Share of the Project is determined by dividing 112,708.5 square
feet of rentable area in the Building by 386,933.5 rentable square feet in
Phase One of the Project. If that measurement discloses a different rentable
or usable area for the Phase One buildings in the Project than is shown in
this subparagraph 2(c), then Tenant's Proportionate Share of the Project shall
be adjusted accordingly. Upon Landlord's commencement of Phase Two of the
Project, Tenant's Proportionate Share of the Project shall be adjusted to take
into account both Phases of the Project. However, until such time as Landlord
commences Phase Two of the Project, Tenant's Proportionate Share of the
Project shall be determined by utilizing only the rentable area of Phase One
of the Project. Tenant's Proportionate Share of the Project shall be adjusted
to reflect any change in the square feet of rentable area in the Project. The
number of square feet of rentable area in the buildings in Phase One of the
Project is as follows:


<TABLE>

          <S>                       <C>
          River Place Pointe I       76,143    rentable square feet
          River Place Pointe II     112,782    rentable square feet
          River Place Pointe III    112,708.5  rentable square feet
          River Place Pointe IV      85,300    rentable square feet
          ----------------------    -------------------------------
          TOTAL                     386,933.50 rentable square feet

</TABLE>

               (d)     Tenant and its invitees shall have the right to use, in
common with Landlord and other tenants of the Project, those areas within the
Project, including the roads, driveways, sidewalks, parking facilities,
telephone trunk lines, conduits, plazas, landscaped areas, any common
conference facility or workout facility that may be located in another
building in the Project, and all other common and service areas of the Project
intended for such use now or hereafter existing which enable Tenant to obtain
full use and enjoyment of the Premises for all customary purposes; excluding,
however, the Building, and the parking spaces located beneath the Building,
both of which shall be for the exclusive use of Tenant and shall not be used
in common with other tenants or occupants of the Project (the "Common Areas").

     3.        LEASING CLAUSE; QUIET ENJOYMENT. Landlord represents that it is
the fee simple owner of the Property and has full right and authority to make
this Lease. Landlord hereby leases the Premises to Tenant and Tenant hereby
accepts the same from Landlord, in accordance with the provisions of this
Lease. Landlord covenants that Tenant shall have peaceful and quiet enjoyment
of the Premises during the "Term," as hereinafter defined, of this Lease.

     4.        USE OF PREMISES. Tenant may use and occupy the Premises for
general office purposes and uses incidental thereto. Tenant shall not do or
permit anything to be done in the Premises or authorize anything to be done in
other parts of the Project, nor shall Tenant bring or keep anything in the
Project, that will in any way increase the existing rate of or affect any fire
or other insurance upon the Project or any of its contents, or cause
cancellation of any insurance policy covering the Project or any part thereof
or any of its contents. Tenant shall not do or permit anything to be done in
the Premises or

                                       3

<PAGE>

                                                                   EXHIBIT 10.20

authorize anything to be done in other parts of the Project that will
unreasonably or improperly obstruct or interfere with the rights of other
tenants or occupants of the Project or injure or annoy them or tend to lower
the first class character of the building or create unreasonable elevator
loads or otherwise interfere with standard Building operations. Tenant shall
not do or permit anything to be done in the Premises or authorize anything to
be done in other parts of the Project that would constitute a nuisance. Tenant
shall not commit or suffer to be committed any waste in or upon the Premises.
Tenant shall not knowingly use the Premises nor authorize or permit anything
to be done in other parts of the Project that will in any way conflict with
any private restrictive covenant, law, statute, ordinance or any rule or
regulation of Landlord or any governmental or quasi-governmental authority now
in force or that may hereafter be enacted or promulgated.

     5.        TERM.

               (a)     The term of this Lease (the "Term") shall begin on the
"Commencement Date," as hereinafter defined.

               The Commencement Date shall occur on the earlier to occur of:

                       (i)    the later to occur of:

                          (A) the "Substantial Completion Date," as
                              hereinafter defined;

                          (B) the date Landlord has given Tenant written
                              notice that "Substantial Completion," as
                              defined herein, has occurred; and

                          (C) fourteen (14) days after Tenant is given
                              access to the Premises with the Base Building
                              Work and the Tenant Improvement Work completed
                              to such an extent as to allow Tenant to enter
                              the Premises to commence installation of its
                              furniture, systems and equipment; and

                       (ii) the date Tenant occupies all or any part of
               the Premises in a manner for the conduct of Tenant's business.

               The Term shall end on the date which is the last day of the
eighty-fourth (84) full calendar month following the Commencement Date (the
"Expiration Date"), unless: (i) sooner terminated in accordance with the terms
and conditions contained in this Lease; or (ii) extended pursuant to the
provisions of this Lease. Landlord and Tenant agree to execute a document in
the form annexed hereto as EXHIBIT A-3 which will delineate the following: the
Commencement Date, the Expiration Date, and, if applicable, the revised
rentable area and usable area of the Premises, the Annual Base Rent, the
monthly Annual Base Rent installment, and Tenant's Proportionate Share of the
Project developed through the

                                       4

<PAGE>

                                                                   EXHIBIT 10.20

operation of subparagraph 2(b) of this Lease. Such amendment shall be executed
within thirty (30) days after the measurement referred to in subparagraph 2(b)
hereof is completed.

               (b)     "Substantial Completion" and "Substantially Complete"
shall mean, that all of the following conditions have been satisfied: (i)
Landlord has secured and delivered to Tenant the temporary certificate of
occupancy issued by the City of Austin to permit full use and occupancy of the
Building and the Premises for the purposes permitted under this Lease
(provided that if such temporary certificate of occupancy contains conditions
regarding uncompleted work being completed, and Landlord fails to satisfy such
conditions, Tenant shall have the right to satisfy such conditions and charge
Landlord for the costs of such satisfaction; and further provided thatupon
Landlord's failure to so reimburse such costs Tenant shall be entitled to
credit such costs against any future installments of Annual Base Rent until
fully recouped); (ii) a certification by the Building architect, consented to
and approved by Landlord, has been delivered to Tenant, stating that (A)
construction of the "Tenant Improvement Work," as hereinafter defined, has
been completed in accordance with the "Tenant Improvement Plans," as
hereinafter defined, subject only to normal punch list items that will not
interfere with Tenant's business operations in the Premises, a list of which
shall be delivered to Landlord by Tenant's architect prior to the Commencement
Date; and (B) construction of the "Base Building Work," as hereinafter
defined, has been completed in accordance with the "Base Building Plans," as
hereinafter defined, subject only to normal punch list items that will not
interfere with Tenant's business operations in the Premises. The date on which
Substantial Completion occurs, is referred to herein as the "Substantial
Completion Date." Landlord and Tenant shall agree in writing upon the list of
punch list items within ten (10) days after Tenant's architect provides the
initial list (the "Agreed Punch List"). Landlord agrees to use commercially
reasonable efforts to correct all items on the Agreed Punch List within thirty
(30) days after the Commencement Date.

               (c)     Landlord will use all commercially reasonable efforts
to achieve Substantial Completion on or before March 1, 2001 (the "Scheduled
Substantial Completion Date"). If Substantial Completion does not occur by the
Scheduled Substantial Completion Date (which date shall be extended on a
day-for-day basis for each day of "Tenant Delay," as defined herein, and for
each day of "force majeure," as defined herein, which delay Substantial
Completion, then Tenant shall be entilted to a credit, in the amount of one
(1) day of Annual Base Rent for every day after the Scheduled Substantial
Completion Date that Substantial Completion has not occurred, to be applied
against Annual Base Rent otherwise due and payable as of the Commencement
Date. Subject to "Force Majeure," as hereinafter defined, if Substantial
Completion does not occur within ninety (90) days after the Scheduled
Substantial Completion Date, then Tenant shall have the right to terminate
this Lease by giving Landlord ten (10) days' prior written notice.

               (d)     Tenant may, but shall not be required, to take
occupancy of the Premises prior to the Commencement Date.

               (e)     If the Commencement Date has not occurred within two
(2) years of the date of this Lease, the Lease shall terminate without further
action of either party.

                                       5

<PAGE>

                                                                   EXHIBIT 10.20

               (f)     "Lease Year" shall mean the full twelve (12) calendar
month period (plus the initial partial calendar month during which the
Commencement Date shall occur if the Commencement Date is not the first day of
a calendar month) commencing on the Commencement Date, and each successive
twelve (12) calendar month period thereafter.

     6.        ANNUAL BASE RENT.

               (a)     Annual Base Rent shall be payable in advance by Tenant
to Landlord, without notice, demand, counterclaim, set-off, or abatement,
except as otherwise provided herein, in equal monthly installments, commencing
on the Commencement Date, and thereafter, on the first day of each calendar
month throughout the Term. Annual Base Rent may be paid by electronic funds
transfer. Annual Base Rent shall be as follows:


               Lease Years 1-5:

                       $3,212,192.25 per annum; $267,682.69 per month;
                       $28.50 per rentable square foot (based on 112,708.5
                       rentable square feet)

               Lease Years 6-7:

                       $3,268,546.56 per annum; $272,378.87 per month;
                       $29.00 per rentable square foot (based on 112,708.5
                       rentable square feet)

               Notwithstanding the foregoing, if the Commencement Date is a
date other than the first day of a calendar month, then the Annual Base Rent
for the first month of this Lease shall be a sum equal to the Annual Base Rent
specified for the first full calendar month times a fraction, the numerator of
which equals the number of days beginning on and including the Commencement
Date through the end of the calendar month during which the Commencement Date
falls, and the denominator of which equals the number of days in the same
calendar month. Annual Base Rent shall be paid by a check mailed by the first
business day of each month to the following address: FIC Realty Services,
Inc., 6500 River Place Blvd., Austin, Texas 78730, or any other address
provided to Tenant by Landlord in accordance with Paragraph 34 of this Lease.

               (b)     Landlord and Tenant acknowledge that a portion of
Annual Base Rent is allocable to the initial cost of providing janitorial
services and supplies to the Building. In the event Tenant exercises its right
to provide its own janitorial services and supplies in accordance with
Paragraph 27, Annual Base Rent and the Expense Stop shall be reduced, by
Seventy-Five Cents ($0.75) per rentable square foot per annum, which amount
represents that portion of the Expense Stop which Landlord estimates will
reflect the cost of providing janitorial services to the Building, and
Building Operating Expenses shall thereafter not include the cost of
janitorial services for the Building.

                                       6

<PAGE>

                                                                   EXHIBIT 10.20

     7.        ANNUAL ADDITIONAL RENT.

               (a)     For the purpose of this Paragraph 7:

                       (i)      TENANT'S PROPORTIONATE SHARE OF THE PROJECT
     shall mean, until such time as Landlord commences Phase Two of the
     Project, the ratio, expressed as a percentage, of the rentable square
     foot area of the Building occupied by Tenant, measured pursuant to the
     BOMA Method, to the entire rentable square foot area of all of the other
     buildings in Phase One of the Project, measured pursuant to the BOMA
     Method. Tenant's Proportionate Share of the Project, based only on Phase
     One of the Project, is 29.13%. Once Landlord commences Phase Two of the
     Project, Tenant's Proportionate Share of the Project shall be adjusted to
     a ratio, expressed as a percentage, of the rentable square foot area of
     the Building occupied by Tenant, measured pursuant to the BOMA Method, to
     the entire rentable square foot area of all of the buildings in the
     Project, measured pursuant to the BOMA Method;

                      (ii)      REAL ESTATE TAXES shall mean all taxes,
     assessments, levies and other charges, which are assessed, levied or
     charged upon the Building or the Project during any calendar year or
     portion thereof throughout the Term and which have been finally
     determined by legal proceedings or otherwise to be legally payable, less
     any abatement received by Landlord, any affiliate of Landlord or any
     tenant of the Property. Real Estate Taxes shall not include (A) any
     interest or penalties; nor (B) any capital levy, estate, succession,
     inheritance, transfer, sales, use or franchise taxes, or any income,
     profits, or revenue tax, assessment or charge imposed upon the rent
     received as such by the Landlord under this Lease (provided, however, if
     at any time during the Term the present method of ad valorem taxation or
     assessment against the Land, Building or Project shall be so changed that
     the whole or any part of the real estate taxes or assessments now levied,
     assessed or imposed on the Land, Building or Project shall be changed and
     as a substitute therefor, or in lieu of an addition thereto, taxes,
     assessments or charges shall be levied, assessed or imposed wholly or
     partially as a capital levy or otherwise on the rents received from the
     Project or the Rent due under this Lease or any part thereof, then such
     substitute or additional taxes, assessments or charges, to the extent so
     levied, assessed or imposed, shall be deemed to be included within the
     real estate taxes to the extent that such substitute or additional tax
     actually substitutes for and replaces prior Real Estate Taxes or is
     imposed in lieu of or in addition to existing Real Estate Taxes).
     Municipal improvement assessments may be included in Real Estate Taxes
     only on the basis of payment of the same over the longest period of time
     permitted by the assessing authority, provided, however, that Landlord
     may include as part of such municipal improvement assessments Landlord's
     out-of-pocket interest costs on an annual basis either (1) paid to the
     assessing authority in order to be permitted to pay such assessments in
     installments; or (2) Landlord's cost of funds associated with paying the
     assessment in a lump sum; and

                                       7

<PAGE>

                                                                   EXHIBIT 10.20

                      (iii)     BUILDING OPERATING EXPENSES shall mean the total
     actual out-of-pocket expenses paid by or on behalf of Landlord for the
     operation, management, maintenance and repair of the Building and
     Landlord's personal property related thereto, which are incurred during
     any calendar year or portion thereof throughout the Term, in accordance
     with sound property management principles, as applied to first-class
     office buildings, plus Real Estate Taxes. Without limiting the foregoing,
     Building Operating Expenses will include a share (equal to the rentable
     square footage of the Building divided by the total rentable square
     footage of all buildings in the Project from time to time) of any costs
     and expenses incurred by Landlord which are for the maintenance,
     operation and repair of the exterior Common Areas of the Project (such as
     roadways, sidewalks and parking areas), rather than any particular
     building.

Notwithstanding anything in this Lease to the contrary, the following expenses
are excluded from Building Operating Expenses:

                                (A)  Depreciation and amortization;

                                (B)  Expenses incurred by Landlord for repairs
               or other work occasioned by fire, windstorm, or other insurable
               casualty (other than a customary deductible) or condemnation;

                                (C)  Expenses incurred by Landlord to lease
               space in the Project to new tenants or to retain existing
               tenants, including, without limitation, leasing commissions,
               advertising and promotional expenditures;

                                (D)  Expenses incurred by Landlord to resolve
               disputes, enforce or negotiate lease terms with prospective or
               existing tenants in the Project, or in connection with any
               financing, sale or syndication of the Project, including,
               without limitation, legal fees;

                                (E)  Interest, principal, points and fees,
               amortization or other costs associated with any debt and rent
               payable under any lease to which this Lease is subject and all
               costs and expenses associated with any such debt or lease and
               any ground lease rent, irrespective of whether this Lease is
               subject or subordinate thereto;

                                (F)  Expenses incurred for the repair,
               maintenance or operation of any pay parking garage, if any,
               including but not limited to salaries and benefits of any
               attendants, electricity, insurance and taxes;

                                (G)  Cost of alterations, capital improvements,
               equipment replacement and other items which under generally
               accepted accounting principles, consistently applied
               (hereinafter referred to as "GAAP") are properly classified as
               capital expenditures

                                       8

<PAGE>

                                                                   EXHIBIT 10.20

               ("Capital Expenditures"); provided, however, the following
               Capital Expenditure items shall be included in Building
               Operating Expenses:

                                     (i)    the annual cost of all capital
                                            improvements made subsequent to
                                            the final completion of the
                                            Building which, although capital
                                            in nature, can reduce the normal
                                            operating costs of the Building,
                                            as amortized in accordance with
                                            generally accepted accounting
                                            principles, consistently applied;
                                            provided that prior to making any
                                            such capital expenditure, Landlord
                                            shall provide Tenant with
                                            reasonable evidence from a
                                            reputable and qualified
                                            independent third party (which can
                                            be the vendor of the capital
                                            improvement) that the amortized
                                            cost of such expenditure, on an
                                            annual basis, will not exceed the
                                            savings in Building Operating
                                            Expenses which can reasonably be
                                            expected to result from the making
                                            of such capital expenditure; and

                                     (ii)   the cost of all capital
                                            improvements (amortized on a
                                            straight line basis over the
                                            anticipated useful life of the
                                            same, in accordance with GAAP)
                                            made in order to comply with any
                                            statutes, rules, regulations, or
                                            directives enacted or promulgated
                                            by any governmental authority
                                            after the effective date of this
                                            Lease;

                                (H)  Expenses for the replacement of any item
               covered under warranty;

                                (I)  Cost to correct any penalty or fine
               incurred by Landlord due to Landlord's violation of any
               federal, state, or local law or regulation and any interest or
               penalties due for late payment by Landlord of any of the
               Building Operating Expenses;

                                (J)  Cost of repairs necessitated by Landlord's
               gross negligence or willful misconduct;

                                (K)  Cost of correcting any latent defects or
               original design defects in the Building construction, materials
               or equipment;

                                (L)  Expenses for any item or service which
               Tenant pays directly to a third party or separately reimburses
               Landlord and expenses incurred by Landlord related to the
               Common Areas to the extent the same are reimbursable or
               reimbursed from any other tenants, occupants of the Project or
               third parties;

                                       9

<PAGE>

                                                                   EXHIBIT 10.20

                                (M)  A property management fee for the Building
               in excess of four percent (4%) of the Annual Base Rent and
               Annual Additional Rent, including any escalations (exclusive of
               the management fee component) paid by Tenant (exclusive of
               capital expenditures, except as noted in (D)(i) and (ii) above)
               for the relevant calendar year, and Tenant acknowledges that
               such property management fee may be paid to an affiliate of
               Landlord;

                                (N)  Salaries of employees above the grade of
               building superintendent or building manager;

                                (O)  The portion of employee expenses which
               reflects that portion of such employee's time which is not spent
               directly in the operation of the Project;

                                (P)  Landlord's general corporate overhead and
               administrative expenses except if it is directly for the Project;

                                (Q)  Expenses incurred by Landlord in order to
               comply with the provisions of subparagraph 14(a) (except as
               otherwise provided in subparagraph 7(a)(iii)(G)(ii) of this
               Lease) and subparagraph 19(a) hereof;

                                (R)  Reserves;

                                (S)  Fees paid to affiliates of Landlord to the
               extent that such fees exceed the customary amount charged for
               the services provided (exclusive of the property management fee
               described in (M) above);

                                (T)  The operating expenses incurred by Landlord
               relative to retail stores, hotels and any specialty service in
               the Project;

                                (U)  Costs of sculptures, paintings, and other
               objects of art; and

                                (V)  Costs associated with the removal of
               "Hazardous Materials," as defined herein, except for Hazardous
               Materials brought onto the Property by Tenant.

               (b)     Landlord shall pay before delinquency all Building
Operating Expenses (including, without limitation, Real Estate Taxes).
Beginning on the Commencement Date, Tenant shall pay Landlord, in addition to
Annual Base Rent set forth in Paragraph 6, the "Estimated Building Operating
Expenses," as hereinafter defined, annualized for each calendar year during
the Term, which exceed $9.00 per rentable square foot per year ("Expense
Stop"), subject however to the cap on "Controllable Operating Expenses," as
hereinafter defined (collectively, "Annual Additional Rent"); provided,
however, that for purposes of computing the Annual Additional Rent,
Controllable Building Operating Expenses

                                      10

<PAGE>

                                                                   EXHIBIT 10.20

(same being all Building Operating Expenses other than Real Estate Taxes,
utility usage charges and insurance premiums) for any calendar year shall not
increase more than five percent (5%) (the Controllable Building Operating
Expenses Cap"), on a non-cumulative basis, over the Controllable Building
Operating Expenses for the prior calendar year. Notwithstanding the foregoing,
if the increase in Controllable Building Operating Expenses in a calendar year
is less than five percent (5%), then Tenant shall be entitled to increase the
Building Operating Expenses Cap (on a percentage basis) for the next
succeeding calendar year by the lesser of: (i) 1%; and (ii) the positive
difference between (A) five percent (5%) and (B) the percentage increase in
Controllable Building Operating Expenses in such calendar year over the
Controllable Building Operating Expenses for the immediately preceding
calendar year. The Annual Additional Rent shall be equitably pro rated for any
partial calendar year. The Annual Additional Rent shall be paid by Tenant in
accordance with the terms of subparagraph 7(c) and shall be subject to
adjustment as provided for in this Paragraph 7. Building Operating Expenses
shall be determined on an accrual basis in accordance with GAAP. The
"Estimated Building Operating Expense" shall equal the Landlord's reasonable
estimate of Building Operating Expenses for the applicable calendar year.
Landlord's statement of the Estimated Building Operating Expense shall control
for the calendar year specified in such statement and for each succeeding
calendar year during the Term until Landlord provides a new statement of the
Estimated Operating Expense. The "Actual Building Operating Expense" shall
equal the actual Building Operating Expenses actually incurred for the
applicable calendar year. On or before the Commencement Date and thereafter on
or before the first day of each Lease Year of the Term, Landlord shall provide
to Tenant the Estimated Building Operating Expenses for the upcoming calendar
year. Tenant shall pay in advance on the first day of each calendar month
during the Term, installments equal to one-twelfth (1/12) of the Estimated
Building Operating Expenses, annualized for each calendar year, which exceed
the Expense Stop.

               (c)     Within one hundred fifty (150) days after the end of
each calendar year, Landlord shall furnish to Tenant itemized statements
certified by an authorized agent of Landlord setting forth the Actual Building
Operating Expenses (including the actual Real Estate Taxes), and Tenant's
Annual Additional Rent, if any (such a statement is referred to herein
individually as a "Reconciliation Statement" and collectively as
"Reconciliation Statements"). Such Reconciliation Statement shall include any
receipted tax bills for the calendar year and such reasonable supporting
documentation of Actual Building Operating Expenses (including copies of all
calculations). If the Estimated Building Operating Expenses which exceed the
Expense Stop paid to Landlord during the previous calendar year exceed the
Actual Building Operating Expenses which exceed the Expense Stop for such
calendar year, then Landlord shall refund the difference to Tenant at the time
Landlord furnishes the statement of the Actual Operating Expense. If Landlord
fails to so refund such difference within thirty (30) days after delivery of
the Reconciliation Statement to Tenant, Tenant shall be entitled to credit
such refund against any future installments of Annual Base Rent until fully
recouped. Otherwise, within thirty (30) days after Landlord furnishes such
statement to Tenant, Tenant shall make a lump sum payment to Landlord equal to
the positive difference between the Actual Building Operating Expenses which
exceed the Expense Stop for the preceding calendar year and the Estimated
Building Operating Expenses which exceed the Expense Stop paid by Tenant for
the preceding calendar year. In the event that Landlord fails to furnish
Tenant

                                      11

<PAGE>

                                                                   EXHIBIT 10.20

with an itemized Reconciliation Statement within one (1) year after the end of
any calendar year, which period shall be extended on a day-for-day basis for
each day of force majeure which delays Landlord's delivery of the
Reconciliation Statement, then Tenant shall not be required to pay Tenant's
Proportionate Share of Actual Building Operating Expenses in excess of the
Expense Stop for that calendar year (the "Forfeited Increase"), nor shall such
Forfeited Increase be included as an independent separate line item in the
calculation of Building Operating Expenses for any subsequent calendar year.

               (d)     Not later than thirty (30) days prior to the expiration
of any rights of appeal, Landlord shall promptly notify Tenant of any increase
in the assessed valuation of the Building as determined by the Travis Central
Appraisal District. Landlord shall take all reasonable steps to contest any
such increase, and shall keep Tenant informed, with timely advice, of the
steps being taken.

               Further, in the event Landlord does not contest such tax
increase, Tenant shall have the right to contest any such increase and shall
keep Landlord informed of the steps being taken. Landlord agrees to fully
cooperate with Tenant in prosecuting any appeal taken by Tenant as a result of
such increase, at no cost or expense to Landlord. To the extent Tenant obtains
any reduction as a result of such contest, the Estimated Additional Annual
Rent payable for Tenant for such calendar year shall be reduced accordingly,
and Tenant's out-of-pocket costs of such tax contest shall reduce the Actual
Building Operating Expenses.

               (e)     Within one (1) year from Tenant's receipt of a
Reconciliation Statement, Tenant shall have the right to examine, to copy and
to have an audit conducted of all books and records of Landlord pertaining to
Building Operating Expenses and Real Estate Taxes. Such audit shall be
conducted by an auditing firm retained by Tenant or by Tenant's internal
auditors. Notwithstanding any dispute or audit, Tenant shall continue to pay
all rents and other charges as herein provided pending resolution of such
audit determination. All expenses of the audit shall be borne by Tenant unless
such audit discloses an overstatement of Building Operating Expenses of five
percent (5%) or more, in which case Landlord shall promptly reimburse Tenant
for the cost of the audit. If the auditing firm or internal auditors determine
that Tenant has made an underpayment, Tenant shall reimburse Landlord for the
amount of the underpayment within thirty (30) days following such
determination. If the auditing firm or internal auditors determine that Tenant
has made an overpayment, Landlord shall reimburse Tenant for the amount of the
overpayment within thirty (30) days following such determination. If Landlord
fails to so reimburse Tenant for the amount of the overpayment within such
thirty (30) day period, Tenant shall be entitled to credit such overpayment
against any future installments of Annual Base Rent until fully recouped. In
the event Landlord disputes the findings of the audit, then such dispute shall
be determined by a firm of real estate audit professionals mutually acceptable
to Landlord and Tenant ("Audit Professionals"). If Landlord and Tenant cannot
agree on Audit Professionals within thirty (30) days, then Landlord and Tenant
shall each, within fifteen (15) days, select one (1) independent firm of Audit
Professionals, and such two (2) Audit Professionals shall together select a
third firm of Audit Professionals, which third firm shall be the Audit
Professionals who shall resolve the dispute. If either party shall fail to
select an Audit Professional within such fifteen (15) day period, the Audit
Professional

                                      12

<PAGE>

                                                                   EXHIBIT 10.20

chosen shall resolve the dispute. The Audit Professionals shall be entitled to
review all records relating to the disputed items. The determination of the
Audit Professionals shall be final and binding upon both Landlord and Tenant
and the Audit Professionals' expenses shall be borne by the party against whom
the decision is rendered; provided, that if more than one item is disputed,
the expenses shall be apportioned equitably according to the number of items
decided against each party and the amounts involved. Landlord shall maintain
all books and records for a period of not less than two (2) years following
Tenant's receipt of the applicable Reconciliation Statement.

               (f)     The rights and obligations of Tenant and Landlord under
this Paragraph 7 shall survive the expiration or earlier termination of this
Lease for a period of one (1) year after Tenant's receipt of the final
Reconciliation Statement.

     8.        SUBLETTING OR ASSIGNMENT.

               (a)     SUBLETTING OR ASSIGNMENT.

                       (i)      Tenant shall not, voluntarily, by operation of
     law, or otherwise, assign, transfer, mortgage, pledge, or encumber this
     Lease or sublease the Premises or any part thereof, or suffer any person
     other than Tenant, its employees, agents, servants and invitees to occupy
     or use the Leased Premises or any portion thereof without the express
     prior written consent of Landlord, which consent shall not be
     unreasonably withheld, conditioned or delayed; provided, however, any
     such assignee, or sublessee, as applicable, must meet the following
     criteria:

                                (A)  the proposed sublessee or assignee's
               business and reputation are consistent with the business and
               reputation of the tenants then occupying the Project; and

                                (B)  the proposed sublessee or assignee intends
               to use the Premises (or the applicable portion thereof) for the
               specific uses permitted by this Lease and such use does not
               violate any then existing negative covenant contained in any
               lease in the Project; and

                                (C)  the proposed assignee has a net worth
               sufficient to meet the obligations of Tenant under this Lease.
               Landlord shall not be required to give its consent to a
               sublease or assignment that would result in a breach by
               Landlord of any of its lease obligations to other tenants or
               whose operations in the Project would not be in keeping with,
               or would detract from, the operations of other tenants in the
               Project.

                       (ii)     At least fifteen (15) days in advance of the
     date on which Tenant desires to make such assignment or sublease or allow
     such occupancy or use, Tenant shall provide Landlord with the following
     information each time Tenant wishes to sublease or assign any interest in
     the Lease:

                                      13

<PAGE>

                                                                   EXHIBIT 10.20

                                (A)  Name and address of the proposed sublessee
               or assignee;

                                (B)  Brief description of the proposed sublessee
               or assignee's business;

                                (C)  With respect to a proposed assignee only,
               the proposed assignee's most recent balance sheet and income
               statements;

                                (D)  The proposed assignment and assumption
               agreement in form and substance reasonably satisfactory to
               Landlord, in which the assignee shall assume performance of all
               of the terms, covenants, conditions and obligations of Tenant
               pursuant to this Lease from and after the date of the proposed
               assignment; and

                                (E)  The duration of the desired sublease or
               assignment, the date same is to occur, the exact location of the
               Premises affected thereby and the proposed rentals on a square
               foot basis chargeable thereunder.

                       (iii)    In the event of any sublease or assignment,
     Tenant shall remain primarily liable for all of the obligations and
     liabilities under this Lease.

                       (iv)     Landlord shall have fifteen (15) days from the
     date on which Tenant has submitted to Landlord the information set forth
     in subparagraph 8(a)(ii), to notify Tenant in writing of Landlord's
     rejection or consent to the proposed assignee. Landlord shall specify the
     reasons for rejection in any notice of rejection. In the event Landlord
     reasonably claims that any of the above information is incomplete,
     Landlord shall immediately notify Tenant, in writing, of such claim, and
     the fifteen (15) day period shall be extended by the number of days of
     Tenant's delay in delivering reasonably complete information to Landlord
     in accordance with subparagraph 8(a)(ii) above. Landlord's consent shall
     be conclusively deemed given within the fifteen (15) day period, unless
     refused or delayed as described above.

                       (v)      In any situation in which Landlord consents to
     an assignment or sublease hereunder, Tenant shall promptly deliver to
     Landlord a fully executed copy of the final sublease agreement or
     assignment instrument and all ancillary agreements relating thereto. No
     assignment shall be effective unless the assignee has agreed within the
     assignment instrument to assume the obligations of Tenant hereunder and
     to be bound by all of the covenants, terms and conditions hereof on the
     part of Tenant to be performed or observed hereunder.

                       (vi)     Tenant shall, despite any permitted assignment
     or sublease, remain directly and primarily liable for the performance of
     all of the covenants, duties, and obligations of Tenant hereunder, and
     Landlord shall be permitted to enforce the provisions of this Lease
     against Tenant

                                      14

<PAGE>

                                                                   EXHIBIT 10.20

     or any assignee or sublessee without demand upon or proceeding in any way
     against any other person.

                       (vii)    Consent by Landlord to a particular assignment
     or sublease shall not be deemed a consent to any other or subsequent
     transaction. If this Lease is assigned or if the Premises are subleased
     without the permission of Landlord, then Landlord may nevertheless
     collect Rent from the assignee or sublessee and apply the net amount
     collected to the Rent payable hereunder, but no such transaction or
     collection of Rent or application thereof by Landlord shall be deemed a
     waiver of any provision hereof or a release of Tenant from the
     performance of the obligations of the Tenant hereunder.

                       (viii)   Tenant shall be entitled to all cash or other
     proceeds of any assignment or sublease of Tenant's interest in this Lease
     and/or the Premises approved by Landlord in excess of the Rent due
     hereunder unless a "Tenant Event of Default," as defined herein, exists,
     in which event all rentals in excess of the Annual Base Rent, the Annual
     Additional Rent, and all out-of-pocket costs of Tenant in connection with
     such assignment or subletting, shall be paid to Landlord during the
     continuance of such default. Alternatively, if Tenant requests to be
     released from all or any portion of its liability under this Lease as a
     result of any assignment or sublease, Landlord, at Landlord's sole option
     and discretion, may agree to release Tenant from obligations and
     liabilities for the proposed subleased space or the entire Premises in
     the event of an assignment, and in such event, Landlord shall be entitled
     to all cash or other proceeds of any assignment or sublease of Tenant's
     interest in this Lease and/or the Premises approved by Landlord.

                       (ix)     Any assignee or sublessee of Tenant's interest
     in this Lease (all such assignees or sublessees being hereinafter
     referred to as "Successors"), by occupying the Premises and/or assuming
     Tenant's obligations hereunder, shall be deemed to have assumed liability
     to Landlord for all amounts paid to persons other than Landlord by such
     Successors in consideration of any such assignment in violation of the
     provisions hereof.

                       (x)      In addition to any other rights and remedies
     which Landlord may have hereunder, at law or in equity, in the event
     Tenant fails to pay any Rent due hereunder on or before five (5) days
     following the date on which it is due, Landlord shall have the right to
     contact any assignee and require that from that time forward all payments
     made pursuant to the assignment shall be made directly to the Landlord.

                       (xi)     Notwithstanding anything to the contrary in this
     Paragraph 8, any transfer, sale, pledge or other disposition and/or power
     to vote the outstanding shares of corporate stock of Tenant shall not be
     deemed an assignment.

                       (xii)    Any of the foregoing transfers which require
     Landlord's consent which are made without Landlord's consent shall be null
     and void and of no effect.

                                      15

<PAGE>

                                                                   EXHIBIT 10.20

               (b)     RELATED TRANSFEREE. Notwithstanding anything to the
contrary contained in this provision of this Paragraph 8, Tenant shall have
the right to assign or transfer any interest in this Lease, or sublet all or a
portion of the Premises, without Landlord's consent to a "Related Transferee,"
which term shall mean any of the following: Tenant's parent or any subsidiary
or affiliate of Tenant, or a successor to Tenant by way of merger,
consolidation, corporate reorganization, or the purchase of all or
substantially all of Tenant's assets. An "affiliate" of Tenant shall mean an
entity, a majority of the stock of which is owned by Tenant, a subsidiary of
Tenant, or Tenant's direct, or indirect parent. Tenant shall also have the
right to share space with its vendors and partners with whom Tenant is doing
business without the consent of Landlord.

               (c)     ESTOPPEL CERTIFICATE. Landlord shall, at Tenant's
reasonable request, provide Tenant with an estoppel certificate stating
whether Landlord knows of any defaults under this Lease at the time of any
proposed subletting or assignment.

               (d)     NO RENEWAL OPTIONS. If Tenant assigns this Lease, other
than to a Related Transferee, the "Renewal Options," as defined in Paragraph
29, shall terminate and be of no further force or effect. If Tenant subleases
all or any portion of the Premises to a party other than a Related Transferee,
the Renewal Options shall terminate and be of no further force and effect as
to the portion of the Premises subleased, unless such sublease terminates not
later than the Expiration Date.

               (e)     PROFIT SHARING DURING RENEWAL TERM. In the event Tenant
subleases all or a portion of the Premises during a "Renewal Period," as
defined herein, then Tenant shall pay to Landlord fifty percent (50%) of the
difference between (1) the actual rent received from such sublease and (2) the
sum of (A) the Annual Base Rent and Annual Additional Rent payable under this
Lease with respect to the subleased space; (B) all out-of-pocket costs paid by
Tenant in connection with such sublease; and (C) Tenant's cost of providing
the "Bond," as defined herein, for the Renewal Period (which cost shall be
prorated with respect to the square footage of the subleased premises).

     9.        INSPECTION AND REPAIR OF PREMISES. Landlord, its agents,
employees and representatives, shall have the right to enter the Premises at
any time during normal business hours after reasonable advance written notice
to Tenant under the circumstances (provided that no notice shall be required
in the case of emergency; and provided that such notice may be oral in the
event of entry by Landlord for maintenance and repair) to inspect, maintain or
repair the Premises, or, within the last nine (9) months of the Term, to show
the Premises to prospective lenders or prospective purchasers or, to
prospective tenants unless Tenant has renewed or extended the Term. In making
any inspection or performing maintenance or repairs to, or construction in, or
around the Premises, Landlord shall use all commercially reasonable efforts to
protect Tenant's property and personnel from loss and injury and to avoid
interfering with the conduct of Tenant's business. Provided any such entry is
done in a manner that does not unnecessarily interfere with Tenant's use or
enjoyment of the Premises, Tenant hereby waives any claim for property damage
or for inconvenience to or interference with Tenant's business, any loss of

                                      16

<PAGE>

                                                                   EXHIBIT 10.20

occupancy or quiet enjoyment of the Premises, except where such damages or
injury are caused by Landlord's negligence or willful misconduct. For each of
the aforesaid purposes, Landlord shall at all times have and retain a key with
which to unlock all of the doors in, upon and about the Premises, excluding
Tenant's vaults, safes and files. Landlord shall have the right to use any and
all means which Landlord may deem proper to open the doors in, upon and about
the Premises in an emergency in order to obtain entry to the Premises without
liability to Tenant, except for any failure to exercise due care for Tenant's
property. Tenant shall have 24-hour access to the Building and the Premises by
card access system.

     10.       DAMAGE TO PREMISES.

               (a)     Tenant shall promptly give Landlord written notice of
any fire or other casualty occurring within the Premises. If the Property or
any portion thereof is damaged by fire or other casualty, then, except as
provided below, the damage shall be promptly repaired by and at the expense of
Landlord. Until such repairs and restoration are completed, Annual Base Rent
and Annual Additional Rent shall be equitably abated to the extent that damage
to the Premises and/or other portions of the Property materially and adversely
interferes with the conduct of Tenant's business. Landlord shall notify Tenant
(the "Casualty Notice") in writing within thirty (30) days of the occurrence
of such damage as to whether the damage is susceptible of complete repair
within two hundred ten (210) days after the occurrence of the casualty. If the
Casualty Notice will indicate that such repair and restoration will require in
excess of two hundred ten (210) days to restore, then such notification must
be accompanied by a certification by a third party licensed architect having
significant experience in the design and construction of office buildings in
the Austin, Travis County, Texas area (an "Architect"), which certification
must state the estimated period required to repair or restore such damage (the
"Estimated Repair/Restoration Period"). If (i) such damage to the Property or
any portion thereof shall materially and adversely interfere with the conduct
of Tenant's normal business operations, as reasonably determined by Tenant,
and the Estimated Repair/Restoration Period is in excess of two hundred ten
(210) day after the occurrence of the casualty, or (ii) Landlord fails to
provide the Casualty Notice within thirty (30) days after the occurrence of
the casualty, and also fails to provide the Casualty Notice within twenty (20)
days after Tenant provides Landlord with written notice of Landlord's failure
to provide the Casualty Notice within thirty (30) days after the occurrence of
the casualty, then in either such event Tenant may, by written notice to
Landlord within fifty (50) days after the occurrence of the casualty,
terminate this Lease as of the date of occurrence of such casualty. If such
damage can be repaired within two hundred ten (210) days after the occurrence
of the casualty and Landlord elects to repair such damage as provided in
subparagraph (c), but then fails to repair or restore such damage within such
period, Tenant shall be entitled to terminate this Lease by giving Landlord
thirty (30) days' prior written notice.

               (b)     If the Estimated Repair/Restoration Period is in excess
of two hundred ten (210) days from the date of occurrence of the casualty, and
if Tenant does not terminate this Lease pursuant to subparagraph 10(a), then
Landlord shall complete the repair and restoration of such damage within the
Estimated Repair/Restoration Period, and if Landlord fails to complete such
repair and restoration within

                                      17

<PAGE>

                                                                   EXHIBIT 10.20

the Estimated Repair/Restoration Period, then Tenant shall be entitled to
terminate this Lease by giving Landlord thirty (30) days' prior written notice.

               (c)     If the Property or any portion thereof is damaged by
fire or other casualty, and (i) the Estimated Repair/Restoration Period is in
excess of one (1) year, (ii) is in excess of ten percent (10%) of the full
replacement cost of the Building and is not covered by insurance carried by
Landlord hereunder, (iii) is covered by insurance carried by Landlord
hereunder, but Landlord's mortgagee requires that proceeds of such insurance
be used to retire Landlord's mortgage debt, (iv) is to such an extent that the
cost of repairs will be greater than twenty percent (20%) of the then full
replacement cost of the Building, or (v) occurs during the last 6 months of
the then effective Term of this Lease, then Landlord shall have the option (a)
to repair the damaged Premises and any other damaged parts of the Building
reasonably necessary to Tenant's use and quiet enjoyment of the Premises to
substantially the same condition as immediately prior to such fire or other
casualty, or (b) to terminate this Lease by so notifying Tenant within
forty-five (45) days after the date of such damage, such termination to be
effective as of the date of the fire or other casualty causing the damage.
Upon such termination, Tenant shall be entitled to remain in the Premises for
not longer than sixty (60) days subsequent to such notice of termination.

               (d)     Notwithstanding the foregoing provisions of Paragraph
10, in the event that at least ten percent (10%) of the Premises is damaged
during the last six (6) months of the Term and such damage materially and
adversely interferes with the conduct of Tenant's business, as reasonably
determined by Tenant, then Tenant shall have the option to terminate this
Lease upon thirty (30) days' prior written notice to Landlord.

               (e)     In the event of the termination of this Lease pursuant
to this Paragraph 10, Annual Base Rent and Annual Additional Rent shall be
prorated as of the date of such termination.

               (f)     Landlord and Tenant do each hereby release and
discharge the other party and any officer, agent, employee or representative
of such party from any liability for loss or damage to property caused by fire
or other casualty for which insurance is required to be carried by the injured
party under the terms of this Lease.

     11.       EMINENT DOMAIN. If Building or the parking areas or facilities
appurtenant to the Building, or any substantial portion of either shall be
taken under the power of eminent domain or conveyed in lieu thereof, the
taking of which materially and adversely interferes with the conduct of
Tenant's business, then either party shall have the right to terminate this
Lease at such time by furnishing written notice to the other party. If neither
party terminates this Lease, Landlord shall proceed with due diligence to make
all repairs necessary to restore the Property to as near its former condition
as circumstances will permit and the Lease shall remain in full force and
effect, except that, effective on the date of taking or conveyance, the
Premises shall be reduced by the portion of the Premises so taken or conveyed,
and the Annual Base Rent and Tenant's Proportionate Share of the Project shall
be (a) proportionately reduced by the portion of the Premises taken or
conveyed, and (b) equitably reduced to the

                                      18

<PAGE>

                                                                   EXHIBIT 10.20

extent that such taking or conveyance of other portions of the Project
materially and adversely interferes with the conduct of Tenant's business.
Damages awarded Landlord for such taking or conveyance shall belong to
Landlord, provided that Tenant may assert a claim against the condemning
authority for Tenant's moving and relocation expenses.

     12.       TENANT'S OBLIGATIONS.

               (a)     Tenant shall deliver to Landlord no less than ten (10)
days prior to the Commencement Date a certificate of insurance evidencing, and
shall maintain during the Term of this Lease, at its expense, with an
insurer(s) holding a Best's Rating of B+ or higher with Financial Size of
Class X or higher, and reasonably acceptable to Landlord:

                       (i)      ISO Simplified Commercial General Liability
     Insurance. The limits of liability of such insurance shall be an amount
     not less than Two Million and 00/100 Dollars ($2,000,000.00) combined
     single limit for Bodily Injury and Property Damage Liability, general
     aggregate. Such policies shall name Landlord as additional insured with
     respect to this Lease and include Contractual Liability coverage.

                       (ii)     Property insurance on Tenant's personal
     property, on a Special Causes of Loss-Replacement Cost basis. This
     insurance shall include, but shall not be limited to, fire and extended
     coverage perils. Such property insurance policy shall contain appropriate
     endorsements waiving the insurer's right of subrogation against Landlord;

                       (iii)    Worker's Compensation and Employer's Liability
     insurance as required by state law; and

                       (iv)     At Tenant's option, Tenant may provide the
     coverages required under this subparagraph 12(a) through blanket policies
     of insurance covering Tenant's other properties or, with Landlord's prior
     written consent, which consent shall be in Landlord's sole and absolute
     discretion, Tenant may self-insure. Tenant shall deliver a certificate of
     insurance evidencing the coverages (or such other evidence as Landlord
     may reasonably request) at lease ten (10) days prior to the Commencement
     Date, and at such other time, within thirty (30) days of Landlord's
     written request. Each policy will provide that Landlord shall receive at
     least thirty (30) days' prior written notice of cancellation or
     non-renewal of the policy. If Tenant fails to provide such certificate of
     insurance within three (3) business days after a second written request
     from Landlord for same, then Landlord shall be entitled to purchase such
     coverage on account of Tenant and charge Tenant the reasonable cost of
     same.

               (b)     Tenant shall comply with all laws pertaining to Tenant's
manner of use of the Premises.


                                      19

<PAGE>

                                                                   EXHIBIT 10.20


             (c) Tenant shall obey reasonable rules and regulations established
by Landlord in connection with the operation, maintenance, safety or security of
the Project, provided Tenant has prior written notice of such rules and
regulations and they are consistently and uniformly applied to and enforced
against all tenants of the Project, and further provided that such rules and
regulations do not adversely affect Tenant's use and enjoyment of the Premises
or increase Tenant's obligations hereunder. The current rules and regulations
for the Building are attached to this Lease as EXHIBIT B. To the extent of any
conflict between said rules and regulations and the provisions of this Lease,
the provisions of this Lease shall control.

             (d) Subject to Landlord's prior written consent, which consent
shall not be unreasonably withheld, conditioned or delayed, during the Term,
Tenant may make interior, non-structural improvements, alterations or additions
to the Premises that do not require material modifications to the Building, HVAC
or other Building systems ("Alterations") provided such work is done in a good
and workmanlike manner with materials and finishes comparable to those then
existing in the Premises, and shall be performed in such a manner that no
mechanic's, materialman's or other similar liens shall attach to Tenant's
leasehold estate. Notwithstanding the foregoing, Tenant shall be entitled to
make such Alterations without Landlord's consent to the extent the cost of any
such Alteration does not exceed the sum of $15,000.00. In no event shall Tenant
permit, or be authorized to permit, any such liens or other claims to be
asserted against Landlord or Landlord's rights, estate and interests with
respect to the Project or this Lease. Subject to Landlord's prior written
consent, which consent shall be in Landlord's sole and absolute discretion,
Tenant may make structural improvements, alterations and additions under the
same requirements for non-structural improvements set forth in the preceding
sentence. If Tenant makes any improvements, alterations or additions approved by
Landlord, Tenant agrees to:

                      (i) comply with all insurance requirements and all laws,
           ordinances, rules and regulations of all governmental authorities,
           provided that Landlord shall cooperate with Tenant in securing any
           necessary permits, the cost for such permits to be borne by Tenant;

                      (ii) discharge by payment, bond or otherwise, any
           mechanics' lien filed against the Property (of which Tenant has
           written notice) for work, labor, services or materials performed at
           or furnished to the Premises on behalf of Tenant; and

                      (iii) furnish Landlord with plans of such Alterations
           (which plans may be hand-marked to show such Alterations) and furnish
           Landlord with contractors' affidavits and lien waivers.

All improvements, alterations or additions approved in writing by Landlord,
other than movable furniture, wall systems, equipment, and trade fixtures, made
by Tenant to the Premises shall remain upon and be surrendered with the Premises
and become the property of Landlord at the expiration or termination of this
Lease or the termination of Tenant's right to possession of the Premises.
Tenant, at Tenant's cost, shall remove any improvements, alterations or
additions made by Tenant without Landlord's prior written


                                      20
<PAGE>

                                                                   EXHIBIT 10.20


consent upon the expiration or termination of this Lease or the termination
of Tenant's right to possession of the Premises. Tenant, at its sole cost and
prior to the expiration or termination of this Lease, shall remove all of
Tenant's property from the Premises and make, or reimburse Landlord for the
reasonable cost of all repairs to the Premises and/or Project for damage
resulting from such removal. Tenant is not required, however, to remove any
Tenant Improvement Work or any subsequent improvements, alterations or
additions alterations approved in writing by Landlord.

             (e) Tenant, at Tenant's sole cost and expense, may install and
maintain its own card-key access security system for the Premises ("Tenant's
Access System") connected with Landlord's card-key access system into the
Premises, which may include establishing limited access areas within the
Premises that are reasonably acceptable to Landlord. At its sole option, Tenant
may remove Tenant's Access System as long as Tenant leaves Landlord's card-key
access system intact and operating properly, and may remove Tenant's telephone
or computer system or any portion thereof ("Tenant's Other Systems") installed
by Tenant, provided Tenant repairs any damage caused by such removal. In no
event, however, shall Tenant be required to remove any portion of Tenant's
Access System or Tenant's Other Systems (including, without limitation, cabling)
installed in any wall, floor, partition, ceiling or under any floor covering. IN
ADDITION, TENANT ACKNOWLEDGES AND AGREES THAT LANDLORD SHALL HAVE NO
RESPONSIBILITY TO PREVENT, AND SHALL NOT BE LIABLE TO TENANT FOR, PROPERTY LOSS
TO TENANT, ITS AGENTS, EMPLOYEES AND VISITORS ARISING OUT OF LOSSES DUE TO
THEFT, BURGLARY, OR DAMAGE OR INJURY TO PERSONS OR PROPERTY CAUSED BY PERSONS
HAVING OR GAINING ACCESS TO THE BUILDING OR THE PREMISES, AND TENANT HEREBY
RELEASES LANDLORD FROM ALL LIABILITY RELATING THERETO.

             (f) Upon the expiration or earlier termination of this Lease,
Tenant, subject to subparagraph 12(e) hereof, shall surrender the Premises in
substantially as good condition as when entered, except for loss or damages
resulting from casualty, condemnation, acts of God, ordinary wear and tear and
any improvements, alterations or additions made to the Premises approved by
Landlord, including, without limitation, the Tenant Improvement Work. Tenant
shall not have the right to remove any improvements, alterations or additions
made to the Premises unless such removal is approved in advance by Landlord
prior to their installation, and then only in the event Tenant repairs all
damages caused by such removal.

             (g) Tenant shall pay, or cause to be paid, before delinquency, any
and all taxes levied or assessed and which become payable during the Term upon
all of Tenant's equipment, furniture, fixtures and personal property located in
the Premises.

             (h) By taking possession of the Premises, Tenant shall be deemed to
have accepted the Premises as being in good, sanitary order, condition and
repair, subject to Punch List Items and latent defects. Tenant shall, at
Tenant's sole cost and expense, keep the Premises, including the interior walls,
ceilings, floors and floor coverings (including carpets and tiles) in good
condition and repair, excepting


                                      21
<PAGE>

                                                                   EXHIBIT 10.20


damage thereto by fire or other casualty or resulting from causes beyond the
reasonable control of Tenant and further excepting ordinary wear and tear. If
Tenant fails to maintain the Premises or fails to repair or replace any
damage to the Premises or Project resulting from the negligence or
intentional act of Tenant, its employees, servants, agents or invitees, or
for which Tenant is otherwise responsible by the terms of this Lease, and
such failure constitutes a Tenant Event of Default, Landlord may, but shall
not be obligated to, cause such maintenance, repair or replacement to be
done, as Landlord deems necessary, and Tenant shall immediately pay to
Landlord all costs related thereto, plus an administrative/overhead charge of
ten percent (10%) of such costs.

         13.      LANDLORD'S OBLIGATIONS.

             (a) Landlord shall maintain, as a Building Operating Expense, with
an insurer(s) holding a Best's Rating of B+ or higher with a Financial Size of
Class X or higher, and reasonably acceptable to Tenant:

                      (i) ISO Simplified Commercial General Liability Insurance,
           including contractual liability insurance. The limits of liability of
           such insurance shall be an amount not less than Two Million and
           00/100 Dollars ($2,000,000.00) combined single limit for Bodily
           Injury and Property Damage Liability, general aggregate. Such
           insurance shall be for the sole benefit of Landlord and, if required,
           Landlord's mortgagee. Such policies shall name Tenant as additional
           insured with respect to this Lease.

                      (ii) Property insurance on the Building, the Premises and
           the Common Areas insuring the full replacement value thereof, on a
           Special Causes of Loss-Replacement Cost basis. The policy shall not
           include a deductible in excess of Twenty-five Thousand and 00/100
           Dollars ($25,000.00), and shall include, but not be limited to, fire
           and extended coverage perils. The policy will contain appropriate
           endorsements waiving the insurer's right of subrogation against the
           Tenant. The property to be insured by Landlord shall also include all
           improvements in the Premises, but shall not include Tenant's
           furniture and furnishings or any fixtures or equipment removable by
           Tenant under the provisions of this Lease;

                      (iii) Boiler and Machinery coverage in an amount that is
           adequate for the exposure at risk; and

                      (iv) Landlord shall deliver a certificate of insurance
           evidencing the coverages described in this subparagraph 13(a) (or
           such other evidence as Tenant may reasonably request) by the
           Commencement Date and at such other time, within thirty (30) days of
           Tenant's written request. Each policy will provide that Tenant shall
           receive at least thirty (30) days' prior written notice of
           cancellation or non-renewal of the policy.


                                      22
<PAGE>

                                                                   EXHIBIT 10.20


             (b) Landlord, as Building Operating Expenses (except as otherwise
specifically provided in Paragraph 7), shall maintain, repair and replace, as
necessary, and keep in good order and in safe, clean and first-class condition,
the Base Building, including all structural portions of the Building and all
service systems for the same, including, without limitation:

                      (i) the plumbing, sprinkler, heating, ventilating and air
           conditioning systems, building electrical and mechanical lines and
           equipment associated therewith, and elevators and boilers, all of
           which either are located in or serve the Premises or the Building;

                      (ii) broken or damaged glass and damage by vandals;

                      (iii) the exterior and interior structure of the Building
           including the roof, exterior walls, bearing walls, support beams,
           foundation, columns, exterior doors and windows and lateral support
           to the Building and the Common Areas; and

                      (iv) the exterior improvements to the Land, including
           curbs, driveways, parking areas, sidewalks, lighting, exterior signs,
           ditches, shrubbery, landscaping and fencing.

             (c) Without limiting subparagraph (b) above, Landlord shall provide
the following services and facilities, as Building Operating Expenses except as
specifically provided in Paragraph 7 or otherwise stated in this subparagraph
13(c):

                      (i) passenger and freight elevator service, toilet
           facilities and supplies, hot and cold water, sewage facilities,
           refrigerated drinking water and vermin extermination, in each case as
           reasonably required by Tenant;

                      (ii) such repainting as is necessary to maintain the
           Building in first-class condition;

                      (iii) heating, ventilation and air conditioning system
           ("HVAC System") sufficient to provide for comfortable use and
           occupancy of the Premises in accordance with the design criteria
           included in the "Base Building Plans," as defined herein (the "HVAC
           Design Criteria"). "Comfortable use and occupancy" shall mean a
           temperature range in accordance with the HVAC Design Criteria but in
           no event less favorable than a range of 68(Degree)F to 78(Degree)F
           regardless of exterior air temperatures. All systems shall conform to
           local and national codes and to the ventilation standards of ASHRAE
           62-1989. Tenant shall have full control of the HVAC System;

                      (iv) elevator service, access, and Common Area lighting
           necessary to permit use of the Premises by Tenant after Tenant's
           Regular Business Hours, twenty-four (24) hours per day, seven (7)
           days per week;


                                      23
<PAGE>

                                                                   EXHIBIT 10.20


                      (v) replacement of all necessary light bulbs, tubes and
           ballasts required to maintain a light level throughout the Premises
           adequate for Tenant's business operation, as reasonably determined by
           Tenant;

                      (vi) complete removal of ice, snow and debris from the
           Common Areas, including, but not limited to, walkways, parking lots,
           and other paved surfaces;

                      (vii) electricity for Tenant's office uses, including,
           without limitation, lighting, vending machines, office machines,
           office equipment and computers;

                      (viii) landscaping maintenance and services for all
           plants, shrubs, flower beds and grounds located in both the interior
           and exterior of the Building and the Common Areas;

                      (ix) facilities for Tenant's loading, unloading, delivery
           and pick-up activity, including access thereto twenty-four (24) hours
           per day, seven (7) days per week, subject to the Rules and
           Regulations of the Project;

                      (x) janitorial services as provided in EXHIBIT E annexed
           hereto and made a part hereof. At Tenant's expense, Landlord will
           provide such additional janitorial services as may be requested by
           Tenant in writing;

                      (xi) paved, line-striped parking facility ("River Place
           Pointe Parking Garage I") located near the Building and shown on the
           attached EXHIBIT A-2. Throughout the Term, Landlord shall provide one
           parking space for every two hundred fifty (250) rentable square feet
           of office space in the Premises at no cost to Tenant, which parking
           spaces shall include the sole and exclusive use of the parking spaces
           located beneath the Building (which spaces may be marked as reserved
           for Tenant's sole and exclusive use), with the balance of the parking
           spaces being unreserved surface parking and parking spaces in Parking
           Garage I. If Landlord provides reserved parking in Parking Garage I
           to any other tenant(s) of the Project, then Landlord shall provide
           reserved parking in Parking Garage I to Tenant in the same ratio(s)
           as provided to such other tenant(s) of the Project;

                      (xii) a property management office in the Project, which
           will be staffed and open from 8:30 a.m. until 4:30 p.m. Monday
           through Friday. A representative of Landlord will be available and on
           call, but only on an emergency basis, at all other times, twenty-four
           (24) hours per day, seven (7) days per week through Landlord's normal
           service call system; provided, however, all emergency calls received
           after normal business hours shall be billed at overtime rates and
           shall not be subject to the cap on Controllable Operating Expenses;


                                      24
<PAGE>

                                                                   EXHIBIT 10.20


                      (xiii) a building directory in the lobby of the main
           entrance level of the Building, including listings of Tenant's name
           and the names of Tenant's principal departments, sections, employees
           and agents, as provided by Tenant in writing to Landlord prior to the
           Commencement Date; provided, however, any updating and changing of
           the information in the lobby building directory shall be Tenant's
           responsibility and expense; and

                      (xiv) exterior sign, the location, size and design to be
           mutually agreeable to Landlord and Tenant (which agreement by
           Landlord shall not be unreasonably withheld, conditioned or delayed),
           shall be located on the Building sign monument as provided by
           Landlord. Landlord, as part of the Tenant Improvement Allowance,
           shall be responsible for (i) obtaining all permits and approvals
           required to insure that the sign(s) conform to all applicable laws,
           zoning and code requirements of the City of Austin and the
           installation of the sign, and (ii) as a Building Operating Expense,
           maintenance of the sign; provided, however, Tenant, at Tenant's sole
           cost and expense, shall be responsible to remove the sign on the
           termination of this Lease or the termination of Tenant's right of
           possession to the Premises. Notwithstanding anything to the contrary
           contained in this subparagraph 13(c)(xiv) to the contrary: (a) the
           size of the sign monument, as well as the lettering that may be
           placed thereon, shall be no smaller than that of any other building
           sign monument or building sign monument lettering in the Project; (b)
           if any other tenant in the Project (other than Investors Life
           Insurance Company of North America or any affiliate thereof) is
           allowed to place a sign on the exterior of any building in the
           Project, Tenant shall be granted the same right to place a similarly
           sized sign on an area of the Building which is as prominent as the
           location of the sign(s) placed on such other building(s). Tenant
           shall also have the right to install interior signage provided the
           same is not placed so as to block any window.

         14.      COMPLIANCE WITH LAWS; LIFE SAFETY.

             (a) Landlord, at Landlord's expense, shall be responsible to
construct the Base Building Work in compliance with the Americans with
Disabilities Act of 1990 ("ADA"), the Federal Occupational Safety and Health Act
of 1970 (as amended) ("FOSHA"), the Texas Architectural Barriers Act ("TABA"),
and all regulations or standards promulgated thereunder, as well as all building
codes and other laws, rules and regulations (collectively, the "Acts"), and
Landlord shall be responsible to comply with all present and future Acts with
regard to the Building (other than the Tenant Improvement Work), the Land and
the other improvements on the Land (collectively, the "Property"). Tenant, as
part of the Tenant Improvements and included in the Tenant Improvement
Allowance, shall be responsible for construction of the Tenant Improvements in
compliance with the Acts. Tenant shall be responsible, at Tenant's sole cost and
expense, for compliance of the Tenant Improvements. Tenant covenants and agrees
that all alterations and improvements to the Premises constructed by Tenant,
whether prior to or after the Commencement Date, shall be constructed in
accordance with the Acts. Except to the extent Landlord is responsible for
compliance with the Acts as set forth above, Tenant shall be responsible for any
accommodations or alterations which need to be made to the Premises to
accommodate its disabled employees or customers. If, subsequent to the
Commencement Date, Tenant requests Landlord to


                                      25
<PAGE>

                                                                   EXHIBIT 10.20


perform any alterations, additions or improvements to the Premises, Tenant
agrees to and shall be responsible for all costs and expense incurred in
connection with any improvements and alterations necessary to ensure
compliance with the Acts.

             (b) Landlord, as part of the Base Building Work, shall install
within the Building sprinkler systems, fire alarms, emergency lighting, and
other related life safety equipment to comply with the current edition of the
National Fire Code Bulletin entitled "NFPA 101 - Code for Safety to Life," and
will comply with all present and, as a Building Operating Expense, future
requirements of federal, state, county and city governments and all other
governmental authorities having or claiming jurisdiction with respect to the
occupancy of the Premises initially and throughout the Term. Exits from the
Premises, Building and other portions of the Project shall comply with the
current NFPA 101 standards at the time of construction.








                                      26
<PAGE>

                                                                   EXHIBIT 10.20


         15.  INDEMNIFICATION.

              (a) Tenant shall defend and indemnify Landlord and its respective
officers, directors, employees and agents, and Landlord's successors and
assigns, and their officers, directors, employees and agents (collectively, the
"Landlord Indemnified Parties") and save the Landlord Indemnified Parties
harmless from and against any and all losses, claims, liability, expenses
(including attorneys' fees at trial and on any appeal or petition for review)
and damages (other than consequential damages) which, either directly or
indirectly, in whole or in part, arise out of or result from (i) the negligence
or willful misconduct of Tenant, its agents, contractors or employees in
connection with Tenant's use or occupancy of the Premises, the Building or the
Project; (ii) any act or occurrence in the Premises or the Building, unless
caused by the negligence or willful misconduct of Landlord, its agents,
contractors or employees; (iii) judgments, citations, fines or other penalties
rendered or assessed against Landlord (with the exception of any claims under
any worker's compensation laws) as a result of Tenant's failure to comply with
all federal, state and local laws, safety and health regulations relating to
Tenant's specific use of the Premises, provided that Landlord agrees to give
Tenant prompt notice of any such violation asserted by any government agency;
and (iv) any and all claims arising from any breach or default in the
performance of any obligation on Tenant's part to be performed under the terms
of this Lease. TENANT, AS A MATERIAL PART OF THE CONSIDERATION TO LANDLORD,
HEREBY ASSUMES ALL RISK OF DAMAGE OR INJURY TO TENANT'S PROPERTY IN, UPON OR
ABOUT THE PREMISES, FROM ANY CAUSE, EXCEPT FOR SUCH DAMAGE OR INJURY CAUSED
SOLELY BY LANDLORD'S NEGLIGENCE OR WILLFUL MISCONDUCT, AND TENANT HEREBY WAIVES
ALL CLAIMS IN RESPECT THEREOF AGAINST LANDLORD.

             (b) Landlord shall defend and indemnify Tenant and save Tenant
harmless from and against any and all losses, claims, liability, expenses and
damages (other than consequential damages) which, either directly or indirectly,
in whole or in part, arise out of or result from (i) the negligence or willful
misconduct of Landlord, its agents, contractors or employees; (ii) any act or
occurrence in the Common Areas, unless caused by the negligence or willful
misconduct of Tenant, its agents, contractors or employees; (iii) judgments,
citations, fines or other penalties rendered or assessed against Tenant (with
the exception of any claims under any worker's compensation laws) as a result of
Landlord's failure to comply with all federal, state, and local laws, safety and
health regulations relating to any portion of the Building (other than the
Tenant Improvement Work) and the Common Areas which Landlord has assumed the
duty to maintain pursuant to this Lease, provided that Tenant agrees to give
Landlord prompt notice of any such violation asserted by any government agency;
and (iv) any and all claims arising from any breach or default in the
performance of any obligation on Landlord's part to be performed under the terms
of this Lease

             (c) Nothing in this Paragraph 15 is intended to require
indemnification for any property claim for which insurance is required to be
maintained under the terms of this Lease. The rights and obligations of Landlord
and Tenant under this Paragraph 15 shall survive the expiration or earlier
termination of this Lease.


                                      27
<PAGE>

                                                                   EXHIBIT 10.20


             (d) WAIVER OF CLAIMS/SUBROGATION. WHENEVER (A) ANY LOSS, COST,
DAMAGE OR EXPENSE RESULTING FROM FIRE, EXPLOSION OR ANY OTHER CASUALTY OR
OCCURRENCE IS INCURRED BY EITHER OF THE PARTIES TO THIS LEASE IN CONNECTION WITH
THE PREMISES OR THE PROJECT, AND (B) SUCH PARTY IS THEN COVERED (OR IS REQUIRED
UNDER THIS LEASE TO BE COVERED) IN WHOLE OR IN PART BY INSURANCE WITH RESPECT TO
SUCH LOSS, COST, DAMAGE OR EXPENSE, THEN NOTWITHSTANDING ANYTHING TO THE
CONTRARY HEREIN CONTAINED, THE PARTY SO INSURED (OR REQUIRED TO BE INSURED), FOR
ITSELF AND ANY INSURER OR ANYONE ELSE THAT MIGHT OTHERWISE CLAIM THROUGH IT BY
WAY OF SUBROGATION, HEREBY RELEASES THE OTHER PARTY FROM ANY LIABILITY THE OTHER
PARTY WOULD OTHERWISE HAVE ON ACCOUNT OF SUCH LOSS, COST, DAMAGE, AND WAIVES ANY
RIGHT OF SUBROGATION WHICH MIGHT OTHERWISE EXIST ON ACCOUNT THEREOF.

         16.  TENANT DEFAULT.

              (a) Each of the following shall constitute a "Tenant Event of
Default" by Tenant:

                  (i)   The failure of Tenant to pay the Rent or any part
thereof when due and the continuation of such failure for ten (10) days after
Tenant is notified in writing thereof; provided, however, that if Tenant
fails to make any payment required by this Lease when due two (2) or more
times in any Lease Year, then notwithstanding that such defaults have been
cured by Tenant, any further similar failure shall be deemed a Tenant Event
of Default without notice or opportunity to cure;

                  (ii)  Tenant shall become insolvent or unable to pay its debts
as they become due, or Tenant notifies Landlord that it anticipates either
condition;

                  (iii) Tenant takes any action to, or notifies Landlord that
Tenant intends to, file a petition under any section or chapter of the United
States Bankruptcy Code, as amended from time to time, or under any similar law
or statute of the United States or any state thereof; or a petition shall be
filed against Tenant under any such statute or Tenant notifies Landlord that it
knows such a petition will be filed; or the appointment of a receiver or trustee
to take possession of substantially all of Tenant's assets located at the
Premises or of Tenant's interest in this Lease; or the attachment, execution or
other judicial seizure of substantially all of Tenant's assets located at the
Premises or of Tenant's interest in this Lease; unless the application of this
subsection 13.01(c) shall contravene any applicable law;

                  (iv)  Tenant shall fail to fulfill or perform, in whole or in
part, any of its obligations under this Lease (other than the payment of Rent)
and such failure or non-performance shall continue for a period of thirty (30)
days after written notice thereof has been given by Landlord to Tenant; but if
the failure is of a nature that it cannot be cured within such 30-day period,
Tenant shall not have


                                      28
<PAGE>

                                                                   EXHIBIT 10.20


committed a Tenant Event of Default if Tenant commences the curing of the
failure within such 30-day period and thereafter diligently pursues the
curing of same and completes the cure within thirty (30) days;

                   (v) Any representation or warranty by Tenant in this Lease,
or any certificate or other document furnished by Tenant to induce Landlord to
enter into this Lease, including without limitation, financial information,
proves to be incorrect in any material respect.

             (b) If a Tenant Event of Default occurs, then at any time
thereafter, with or without notice or demand, Landlord may exercise any and all
rights and remedies available to Landlord under this Lease, at law or in equity,
statutory or at common law, including without limitation, termination of this
Lease and termination of Tenant's right to possession without terminating this
Lease. In the event of a Tenant Event of Default, Landlord may, without
additional notice and without court proceedings, and if not prohibited by law,
re-enter and repossess the Premises and remove all persons and property
therefrom, and Tenant hereby agrees to surrender possession of the Premises,
waives any claim arising by reason thereof or by reason of issuance of any
distress warrant or writ of sequestration, and agrees to hold Landlord harmless
from any such claims. If Landlord elects to terminate this Lease, it may treat
the Tenant Event of Default as an entire breach of this Lease and Tenant shall
immediately become liable to Landlord for damages equal to the total of (a) the
cost of recovering, reletting, including, without limitation, the cost of
leasing commissions attributable to the unexpired portion of the Term of this
Lease, and remodeling the Premises (provided that all such costs [the "Amortized
and Allocated Reletting Costs"] shall be amortized on a straight line basis over
the term(s) of any reletting(s) of all or any part of the Premises, with Tenant
being responsible only for such amortized costs which are properly allocable to
the then-remaining Term hereof), (b) all unpaid Rent and other amounts earned or
due through such termination, including interest thereon at the rate specified
in subparagraph 16(d) hereof, plus (c) the present value (discounted at the rate
of eight percent (8%) per annum) of the balance of the Rent for the remainder of
the Term less the present value (discounted at the same rate) of the fair market
rental value of the Premises for said period and (d) any other sum of money and
damages owed by Tenant to Landlord. If Landlord elects to terminate Tenant's
right to possession of the Premises without terminating this Lease, Landlord
shall use commercially reasonable efforts to relet the Premises or any part
thereof for the account of Tenant to any person or persons for such rent and for
such terms and conditions as Landlord deems appropriate in its commercially
reasonable discretion, and Tenant shall be liable to Landlord for the amount, if
any, by which the Rent for the unexpired balance of the Term exceeds the net
amount, if any, received by Landlord from such reletting(s), being the gross
amount so received by Landlord less the Amortized and Allocated Reletting
Expenses. Notwithstanding Landlord's obligation to use commercially reasonable
efforts to relet the Premises, Landlord shall have not be required to give
priority to the Premises vis-a-vis any other vacant space in the Project with
regard to its leasing/reletting efforts. Such sum or sums shall be paid by
Tenant in monthly installments on the first day of each month of the Term. In no
case shall Landlord be liable for failure to relet the Premises (provided
Landlord has used commercially reasonable efforts to relet the Premises) or to
collect the rent due under such reletting, and in no event shall Tenant be
entitled to more than 50% of any excess rents received by Landlord. All rights


                                      29
<PAGE>

                                                                   EXHIBIT 10.20


and remedies of Landlord shall be cumulative and not exclusive. Landlord shall
use commercially reasonable efforts to mitigate Tenant's damages in the event of
a Tenant Event of Default.

             (c) The first late payment of Rent, costs or other amounts due from
Tenant under this Lease in any calendar year shall not be subject to interest
charges. Thereafter, all late payments of Rent, costs or other amounts due from
Tenant under this Lease shall bear interest from the date due until paid at the
rate of eighteen percent (18%) per annum; provided, however, in no event shall
the rate of interest hereunder exceed the maximum non-usurious rate of interest
(the "Maximum Rate") permitted by the applicable laws of the State of Texas or
the United States of America, whichever shall permit the higher non-usurious
rate, and as to which Tenant could not successfully assert a claim or defense of
usury; and further provided that with respect to a payment of Rent, Tenant shall
have first received with respect to the first two late payments in any calendar
year a written notice from Landlord on the day following the due date indicating
that such payment was not received when due, and Tenant fails to make such
payment by the next business day after Tenant's receipt of such notice.

         17.  LANDLORD DEFAULT.

              (a) If Landlord shall:

                  (i)  file or have filed against it a petition or case under
any section or chapter of the United States Bankruptcy Code, as amended, or
under any similar law or statute of the United States or any state and such
petition or case is not discharged within sixty (60) days; or

                  (ii) fail to fulfill any covenant or provision of this Lease
on its part to be performed and fail to remedy such failure within thirty (30)
days after Tenant shall have given Landlord written notice of such failure,

then the same shall be an event of default and Tenant shall have all rights,
powers and remedies available at law or equity.

             (b)  Without limiting the rights described in subparagraph 17(a)
above, in the event that (i) Landlord, for any reason, other than by reason of
any default by Tenant, fails to fulfill any covenant or provision of this Lease
on its part to be performed, and (ii) such failure materially and adversely
interferes with the conduct of Tenant's business, as reasonably determined by
Tenant; and (iii) such failure is not remedied within five (5) business days
after Landlord received actual written notice of such failure (which date shall
be extended on a day-for-day basis for each day of "force majeure," as defined
herein, which delays the cure of such failure), then Tenant shall give Landlord
a second written notice (the "Second Notice") that Landlord has failed to timely
remedy such failure, and if Landlord fails to remedy such failure within three
(3) business days after Landlord received the Second Notice, then (x) Annual
Base Rent and Annual Additional Rent shall be abated as of the fourth (4th)
business day after such Second Notice until such failure is remedied and (y)
Tenant shall have the right, but not the


                                      30
<PAGE>

                                                                   EXHIBIT 10.20


obligation, to remedy Landlord's failure and charge Landlord for the
reasonable cost of such remedy (plus an administrative/overhead charge of ten
percent (10%) of such cost), which charges shall be payable by Landlord
within ten (10) days of Tenant's demand therefore, and Tenant shall be
entitled to credit such charges against any future installments of Annual
Base Rent and Annual Additional Rent if Tenant does not receive reimbursement
of such charges from Landlord within such ten (10) day period (collectively,
"Tenant's Additional Remedies"). Notwithstanding the foregoing, Tenant's
abatement and set-off rights shall be postponed if Landlord, within the three
(3) business day period after the Second Notice gives Tenant written notice
that Landlord disputes such failure, and within such three (3) day period
commences a binding arbitration under the Commercial Arbitration Rules (using
"expedited procedures") of the American Arbitration Association to resolve
whether Tenant has the right to exercise such abatement and/or set-off
rights. If Landlord fails to exercise its right to request such arbitration,
and Landlord shall fail to pay the same, or if the arbitration determines
that Tenant has the right to exercise such abatement and/or self-help rights,
then Tenant shall have such rights and may exercise the same immediately.

             (c) Without limiting the rights described in subparagraphs 17(a)
and (b) above, in the event that (i) Landlord, for any reason, other than by
reason of Tenant Event of Default, fails to fulfill any covenant or provision of
this Lease on its part to be performed, and (ii) such failure is not remedied
within thirty (30) days after Tenant shall have given Landlord written notice of
such failure, then Tenant may exercise Tenant's Additional Remedies. The rights
of Tenant under this Paragraph 17 shall survive the expiration or earlier
termination of this Lease.

         18.  SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENTS.

              (a) FUTURE ENCUMBRANCES. This Lease shall be subject and
subordinate to the lien of any mortgage, deed of trust or ground lease hereafter
placed on all or any part of the Property, provided that Landlord shall deliver
to Tenant a Subordination, Non-Disturbance and Attornment Agreement in a
commercially reasonable form as reasonably requested by Landlord's lender (the
"SNDA") executed by Landlord's lender ("Holder"). Tenant agrees to execute and
deliver to Landlord the SNDA with respect to this Lease for the benefit of
Holder, as well as all future mortgage holders and other parties, if any,
holding an interest in the Premises, the Building or the Project within ten (10)
days from Landlord's written request for such agreement. If Tenant fails to
execute and timely deliver any SNDA within three (3) business days after receipt
of a second written request from Landlord, then: (1) this Lease shall
automatically deemed subject and subordinate to the lien of any mortgage, deed
of trust or ground lease hereafter placed on all or any part of the Property;
and (2) the Holder shall be deemed to have agreed to the non-disturbance
provisions set forth inthe commercially reasonable form which Landlord delivered
to Tenant in accordance with the terms of this paragraph.

              (b) EXISTING ENCUMBRANCES. Landlord represents to Tenant that
as of the date of this Lease, there are currently no existing encumbrances
against the Land, the Project or the Building.


                                      31
<PAGE>

                                                                   EXHIBIT 10.20


             (c) Tenant shall be entitled to rely upon any notice requesting
that Tenant make all future rent payments to a Holder and Tenant shall not be
liable to Landlord for any payment made to a Holder in accordance with such
notice.

         19.  ENVIRONMENTAL COMPLIANCE.

              (a) Except as set forth in the Phase I Environmental Site
Assessment of the Land prepared by PBS&J, dated October 1998, Landlord has no
current actual knowledge that the Land and the Project, and its existing uses,
is not in violation of any applicable federal, state, county, regional or local
statutes, laws, regulations, rules, ordinances, codes, standards, orders,
licenses and permits of any governmental authorities relating to environmental,
health or safety matters (including, without limitation, Hazardous Materials, as
defined in subparagraph 19(b) below) (collectively, "Environmental Laws").
Landlord shall, at its own expense, promptly observe and comply with all present
and future Environmental Laws, including, without limitation, the Clean Air Act
Amendments of 1990 and any regulations (as amended) and all regulations or
standards as are or may be promulgated thereunder.

             (b) Without limiting subparagraph 19(a), Landlord represents that
since the Landlord purchased the Property, Landlord, and to Landlord's current
actual knowledge, without inquiry, Landlord's agents, contractors and employees
have not received, handled, used, stored, treated, transported and disposed of
any chemical, material or substance, exposure to which is prohibited, limited or
regulated by any federal, state, county, regional or local authority or which
even if not so prohibited, limited or regulated, poses a hazard to the health
and safety of the occupants of the Land or the Project (collectively, "Hazardous
Materials") in compliance with all Environmental Laws.

             (c) Landlord represents that it has received no written notices of
any violation or claimed violation of any of the matters referred to in
subparagraphs 19(a) and 19(b) or of any pending or contemplated investigation,
lawsuit or other action relating thereto.

             (d) The representations contained in this Paragraph 19 shall
survive the expiration or earlier termination of this Lease.

         20.  PREPARATION OF PREMISES.


                                      32


<PAGE>

                                                                   EXHIBIT 10.20


             (a) BASE BUILDING WORK. Landlord shall, at its sole cost and
expense, construct the Base Building Work in a good and workmanlike manner and
in accordance with all applicable laws and restrictive covenants affecting the
Project. The Base Building Work is specifically described in the Base Building
Plans prepared by the architectural firm Graeber, Simmons & Cowan, dated 5/8/00
under Job No. 9816900 (the "Base Building Plans"). The Base Building Plans are
incorporated herein by reference for all purposes. The Base Building Work
includes, without limitation, the foundation, structural walls, exterior facade,
exterior glass, roof, mechanical equipment and systems, electrical systems,
plumbing systems, atrium, elevator shafts, cabs and lobbies, rest rooms,
corridors required by code for building access, Building Standard window
treatments, and certain Base Building finishes as set forth below. For purposes
of this Lease, the Base Building will also be deemed to include the allocated
surface parking, allocated space within the Parking Garage I, building loading
zones, and common areas located on the Land. The Base Building Work and Base
Building finishes shall include, without limitation, the following:

       Floor:            Exposed structural concrete slab.

       Walls:            The interior of exterior walls and partitions
                         separating  tenant spaces from public spaces shall be
                         taped and floated, but not finished on the Tenant side.

       Columns:          Exterior columns shall have gypsum board furring
                         enclosures, with taped and floated finish.  All other
                         columns shall be left exposed.

       Ceiling:          A suspended ceiling grid system and ceiling tiles shall
                         be provided and stacked on each floor of the Building.

       Lighting:         Lighting only in public areas, no lighting in Tenant
                         spaces.

       Exit Corridors:   Code required exit corridors.

       Riser Sleeves:    Sleeves will be provided at the back of the stairwells
                         for use by Tenant for electrical/plumbing risers, or
                         other uses as necessary (refer to Base Building Plans
                         and Specifications for locations).

       Mechanical:       A VAV heating, ventilating, and air conditioning
                         system for an open floor plan is provided to each
                         floor, with main duct runs, VAV boxes, duct connections
                         from the main duct run to each VAV box. VAV boxes are
                         sized to handle loads serving one person per 200 square
                         feet of rentable area and a lighting electrical load
                         of 2.0 watts per square foot of rentable area (subject
                         to Building standard lighting).


                                      33
<PAGE>

                                                                   EXHIBIT 10.20


       Plumbing:         There will be water and wastewater risers installed
                         for tenant use throughout the Base Building (refer to
                         Base Building Plans for locations).  Drinking fountains
                         will be provided in a common area adjacent to
                         restrooms.

       Doors:            Doors and door hardware for doors that are visible from
                         public spaces shall be provided in accordance with the
                         specifications contained in the Base Building Plans.

       Electrical:       Panels will be provided throughout the Base Building
                         sized to handle normal occupant loads. Convenience
                         outlet electrical capacity shall be 4.5 watts per
                         square foot of rentable area demand load and 7.0 watts
                         per square foot of rentable area connected load. One
                         electrical room will be provided on each floor.

       Communications:   One communications closet will be installed on each
                         floor for telephone service.

       Emergency System: The Base Building emergency lighting and fire alarm
                         system will be provided.  Tenant will be responsible
                         for code compliant life safety system in Tenant
                         Improvements.

       Sprinklers:       A code compliant sprinkler system will be installed in
                         the Base Building. Modifications to the base system
                         shall be charged at the marginal increased cost of
                         installation as part of Tenant Improvements and shall
                         be required to meet all codes.

       Structural:       The Base Building is designed for a nominal live load
                         of 50 psf along the Base Building perimeter and a
                         nominal live load of 80 psf in the Base Building
                         interior.

       Elevators:        Two passenger elevators will be provided and finished.

       Signage:          Signage will be provided to comply with life safety
                         code requirements.

       Window            Wall: Window blinds at each exterior window, in
                         Tenant's selected color, such color subject to
                         Landlord's written approval, which approval shall not
                         be unreasonably withheld, conditioned or delayed.


                                      34
<PAGE>

                                                                   EXHIBIT 10.20


       Restroom:         Complete men's and women's restroom facilities are
                         provided on each floor.  All restrooms meet current
                         ADA requirements.

The Base Building Plans shall be determinative of all issues related to the Base
Building Work. Landlord shall complete the Base Building Work on or before the
Scheduled Substantial Completion Date.

             (b) TENANT IMPROVEMENT WORK. Landlord shall, at its sole cost and
expense (except as limited below), on or before the Scheduled Substantial
Completion Date, construct the tenant improvements desired by Tenant to complete
the Building for Tenant's occupancy (the "Tenant Improvement Work") in
accordance with the "Tenant Improvement Plans," as hereinafter defined. The cost
of the Tenant Improvement Work shall be advanced by Landlord for the benefit of
Tenant, to be repaid by Tenant in the form of Annual Base Rent, but only to the
extent that the aggregate cost of furnishing the Tenant Improvement Work does
not exceed $22.30 per rentable square foot contained in the Premises (the
"Tenant Improvement Allowance"). The Tenant Improvement Allowance shall be in
addition to the Base Building Work. The following items may be charged against
the Tenant Improvement Allowance: (i) schematic space efficiency plans for the
Premises, preliminary layouts, architectural, engineering, design and space
planning work in preparation of the Tenant Improvement Work, the Tenant
Improvement Plans necessary to construct the Tenant Improvement Work, including
all mechanical, structural, electrical, plumbing and fire sprinkler engineering
required to develop Tenant Improvement Work or any modifications to the Base
Building Work or Building Standard Items requested by Tenant and approved by
Landlord to accommodate the Tenant Improvement Work, all of which shall be
prepared by Tenant's architect; (ii) the total cost of the Tenant Improvement
Work, including all "Change Orders," as hereinafter defined, (iii) Tenant's
moving costs; and (iv) all other costs and expenses related to the design or
construction of the Tenant Improvement Work (collectively, the "Tenant's
Costs"). The cost for the Tenant Improvement Work shall be limited solely to the
Contract Price actually paid by Landlord, as the same may have been revised by
any Change Orders made in accordance with this Lease, which Tenant's costs shall
be reduced by, without limitation, the following: (x) any overhead charge,
profit, fee or other mark-up of any kind for the benefit of Landlord or any
affiliate; and (y) any and all costs, expenses or fees directly and indirectly
related to the Base Building Work. Landlord shall keep accurate books and
records related to the Tenant's Costs on an open-book basis for the benefit of
Tenant. Except as provided in subparagraph 20(c) below, the Tenant's Cost in
excess of the Tenant Improvement Allowance shall be paid by Tenant within thirty
(30) days after Tenant has received a detailed final reconciliation of Tenant's
Costs.

             (c) ADDITIONAL TENANT IMPROVEMENT ALLOWANCE. As set forth in
subparagraph 20(b), the Tenant Improvement Allowance is $22.30 per rentable
square foot contained in the Premises. Notwithstanding the foregoing, if the
Tenant's Cost is in excess of the Tenant Improvement Allowance, Landlord agrees
to provide an additional allowance not to exceed $10.00 per rentable square foot
contained in the Premises (the "Additional Tenant Improvement Allowance");
provided, however, the Additional Tenant Improvement Allowance, plus interest
thereon at the rate of ten percent (10%) per annum, shall be amortized over the
initial Term of the Lease and added to the Annual Base Rent. If


                                      35
<PAGE>

                                                                   EXHIBIT 10.20


Tenant requests the Additional Tenant Improvement Allowance, Tenant shall
give Landlord written notice thereof prior to the commencement of
construction of the Tenant Improvement Work. Prior to the earlier to occur of
the commencement of construction of the Tenant Improvement Work and execution
of the "General Contract," as hereinafter defined, Landlord shall furnish to
Tenant a good faith, detailed written estimate of the cost of each item of
Tenant's Costs, including an estimate of the Tenant's Costs in excess of the
Tenant Improvement Allowance and the Additional Tenant Improvement Allowance.
Thirty (30) days prior to Substantial Completion of the Premises, Landlord
shall prepare and deliver to Tenant an estimate of the Tenant Improvements
Cost in excess of the Tenant Improvement Allowance and the Additional Tenant
Improvements Allowance (the "Estimated Excess Costs") based on the Contract
Price and Change Orders to date, and Tenant shall pay the Estimated Excess
Costs to Landlord prior to Tenant's occupancy of the Premises. Within thirty
(30) days after Substantial Completion of the Premises, Landlord shall
prepare and deliver to Tenant a final detailed reconciliation (the "Final
Reconciliation") of the Tenant's Costs in excess of the Tenant Improvement
Allowance and the Additional Tenant Improvement Allowance (the "Excess
Costs"), based on the Contract Price and all Change Orders, and Tenant shall
pay to Landlord the difference between the Estimated Excess Costs paid by
Tenant prior to occupancy and the Excess Costs within thirty (30) days of
delivery of the Final Reconciliation. If the Final Reconciliation reflects
that total Tenant's Costs are less than the Tenant Improvement Allowance and
the Additional Tenant Improvement Allowance, Landlord shall refund to Tenant
any surplus within thirty (30) days from the date the Final Reconciliation is
delivered to Tenant, and upon Landlord's failure to so refund such excess to
Tenant within such thirty (30) day period, Tenant shall be entitled to credit
such refund against any future installment(s) of Annual Base Rent until fully
recouped. Tenant, at its expense, shall have the right to examine all of the
books and records of Landlord, the "Tenant Improvement Work General
Contractor" as defined herein, and the architects in order to verify and
approve the total Tenant's Costs. Once the Additional Tenant Improvement
Allowance is finally determined, Landlord shall calculate the revised Annual
Base Rent and give Tenant written notice thereof.

             (d) BUILDING STANDARD. For purposes of this Lease, "Building
Standard" shall mean those improvements and other items as reasonably approved
by Landlord or Landlord's architect as standard for build out purposes of the
Tenant Improvement Work. The improvements set forth as Building Standard are
part of the Tenant Improvement Work and shall be charged against the Tenant
Improvement Allowance. The following shall apply unless otherwise specified in
this Lease:

             CEILING SYSTEM:   2' X 4' suspended lay-in acoustical ceiling.

             FLOORING:          Building standard flooring will be 32 ounce
                                carpet glued directly to the concrete slab.

             HARDWARE:          Polished finish Yale locksets.

             INTERIOR DOORS:    Solid core nine foot (9') wood veneer doors
                                with hollow metal frame and latch set.


                                      36
<PAGE>

                                                                   EXHIBIT 10.20


             LIGHTING:          2' X 4' parabolic lay-in fluorescent light
                                fixtures

             (e)   TENANT IMPROVEMENT PLANS. Tenant's architect, HLM/BLS
Architects, in consultation with Landlord's architect, Graeber, Simmons and
Cowan, as design professionals, will prepare the plans, specifications and
architectural working drawing for the Tenant Improvement Work (the "Tenant
Improvement Plans"). Landlord shall, within five (5) business days of receipt of
the Tenant Improvement Plans, either approve or deny approval of the Tenant
Improvement Plans, which approval shall not be unreasonably withheld,
conditioned or delayed. If Landlord timely disapproves the Tenant Improvement
Plans, Landlord shall provide Tenant with a detailed reason for its disapproval.
If Landlord fails to deliver said notice within five (5) business days from its
receipt of the Tenant Improvement Plans, then the Tenant Improvement Plans shall
be deemed approved. The cost of the Tenant Improvement Plans, including the
costs and expenses of Tenant's architect and the reasonable costs and expenses
of Landlord's architect (to the extent Landlord's architect is reasonably
required to participate in coordination of the Tenant Improvements Plans with
the Base Building Plans), not to exceed $1,500.00, are included in the Tenant's
Costs and will be applied against the Tenant Improvement Allowance. The Tenant
Improvement Plans shall include partition and door location drawings, telephone
and electric drawings, and ceiling drawings, and include any specifications
required by Tenant, including, but not limited to, paint colors, finish details,
and non-standard construction work selected by Tenant and to be performed within
the Premises by the Tenant Improvement Work General Contractor. Tenant shall
cause Tenant's architect to complete the Tenant Improvement Plans within the
time schedule set forth below. Landlord agrees to promptly respond to Tenant's
requests for information and approvals from time to time as necessary to allow
the Tenant Improvement Plans to be completed by Tenant's architect in a timely
manner.

             (f)   PRE-CONSTRUCTION SCHEDULE. In order for the Premises to be
Substantially Completed by the Scheduled Substantial Completion Date of March 1,
2001, Landlord and Tenant acknowledge and agree that it is imperative that the
parties adhere to the following pre-construction schedule:

AS SOON AS POSSIBLE, BUT IN NO EVENT LATER THAN SIXTY (60) DAYS AFTER FULL
EXECUTION AND DELIVERY OF THIS LEASE BY BOTH PARTIES: - Tenant Improvement
Plans, including mechanical, electrical and plumbing plans and specifications,
all in a form and content suitable for construction bidding, must be completed
and delivered to Landlord..

September 15, 2000 - Tenant will use reasonable efforts to deliver a partial set
of the Tenant Improvement Plans, including all long lead items, from Tenant's
architect to the General Contractor.

SEVEN (7) DAYS AFTER TENANT RECEIVES FROM LANDLORD bids from subcontractors for
the construction of the Tenant Improvement Work based on the Tenant Improvement
Plans - Tenant approves the final construction budget for the Tenant Improvement
Work.


                                      37
<PAGE>

                                                                   EXHIBIT 10.20


NOVEMBER 1, 2000 - Building Permit obtained by Tenant's architect for the
Tenant Improvement Work. Failure to obtain the Building Permit shall not in and
of itself be considered a Tenant Delay. The Scheduled Substantial Completion
Date shall be extended on a day-for-day basis for each day beyond November 1,
2000 for reasons other than delays caused by Landlord.

If Tenant does not finally approve the construction budget within seven (7) days
after submittal by Landlord to Tenant, the Scheduled Substantial Date of March
1, 2000 shall be automatically extended for the number of days between the
eighth day after submittal by Landlord until the day Tenant approves the final
construction budget.

             (g) GENERAL CONTRACTOR. Tenant acknowledges that Constructors is
the general contractor constructing the Base Building Work (the "Base Building
General Contractor"), and that Constructors shall be the general contractor for
the Tenant Improvement Work (the "Tenant Improvement Work General Contractor").
Constructor's percentage fee for profit/fee overhead combined shall be 2 1/2% of
the cost of labor and materials for the Tenant Improvement Work. Constructor's
percentage fee for general conditions shall be not greater than 4 1/2% of the
cost of labor and materials for the Tenant Improvement Work. Tenant shall be
entitled to hire Beck Construction, at its sole cost and expense, to act as the
construction manager for the Tenant Improvement Work. The Tenant Improvement
Work shall be offered for competitive bid pursuant to the "Construction
Schedule," as defined herein, to at least three (3) subcontractors for each
major trade and supplier category. The final selection of such subcontractors
shall be mutually agreed upon by Tenant and Landlord (the "Subcontractors").
After selection of the Subcontractors, Landlord shall enter into a contract with
the Tenant Improvement Work General Contractor for performance of the Tenant
Improvement Work, which contract shall: (i) be a guaranteed maximum price
contract approved by Tenant; (ii) include a requirement that the Tenant
Improvement Work shall be completed in accordance with the construction schedule
annexed hereto as EXHIBIT F and made a part hereof (the "Construction
Schedule"); (iii) include a complete unit cost breakdown of all materials and
labor, which unit costs also shall apply to all change orders; (iv) require
insurance coverage in amounts and types mutually and reasonably acceptable to
Landlord and Tenant; (v) provide that Tenant shall have the right to approve any
subcontractor entering into a contract with a contract price in excess of Five
Thousand and 00/100 Dollars ($5,000.00); and (vi) otherwise be in a form
mutually and reasonably acceptable to Landlord and Tenant (the "Tenant
Improvement General Contract"). Tenant, at Tenant's sole cost and expense, shall
have the right to retain its own construction manager. Subject to the provisions
of this Paragraph 20 related to the Tenant Improvement Allowance, the Additional
Tenant Improvement Allowance, and Tenant's Costs, Landlord shall be solely
responsible for all payments and other liabilities or obligations to the General
Contractor.

             (h) CHANGE ORDERS; EXTRA WORK. Except as set forth herein, Landlord
has no other agreement with Tenant and has no other obligation to do any other
work with respect to the Premises. Any other work in the Premises that may be
permitted by Landlord pursuant to the terms and conditions of this Lease shall
be done at Tenant's sole cost and expense and subject to Landlord's reasonable


                                      38
<PAGE>

                                                                   EXHIBIT 10.20


approval, which approval shall not be unreasonably withheld, conditioned or
delayed. If, after the commencement of construction of the Tenant Improvement
Work, Tenant desires to make changes in the Tenant Improvement Plans or desires
extra work to be performed not contemplated by the Tenant Improvement Plans (the
"Extra Work"), Tenant, at Tenant's sole cost and expense, shall submit to
Landlord all necessary drawings, plans and specifications (the "Extra Work
Plans") to construct the Extra Work. Landlord shall have the right to reasonably
approve the Extra Work Plans, which approval shall not be unreasonably withheld,
conditioned or delayed. Landlord shall submit to Tenant written estimates of the
cost of Extra Work and any delays to Scheduled Substantial Completion Date
resulting from Extra Work (any delays resulting from Extra Work shall constitute
a "Tenant Delay," as defined in subparagraph 20(j) below). If Tenant fails to
approve Landlord's estimate within three (3) business days from the receipt
thereof, then Landlord's estimate shall be deemed disapproved in all respects by
Tenant and Landlord shall not be authorized to proceed with such Extra Work. If
Tenant timely accepts Landlord's estimate, Tenant agrees to pay 50% of the cost
of the Extra Work to Landlord upon acceptance of Landlord's estimate, and the
balance of the cost of the Extra Work within ten (10) days of being billed
therefor by Landlord. Landlord shall not be liable for any damages incurred by
Tenant by delays in Substantial Completion as a result of the construction or
performance of any Extra Work. All Extra Work shall be done at Tenant's sole
cost and expense and shall not be included in the Tenant Improvement Allowance
or the Additional Tenant Improvement Allowance. Landlord may require changes in
the Tenant Improvement Plans and the General Contract only if necessary to
comply with changes, revisions or additions to applicable building codes and
other laws, which changes shall be part of Tenant's Costs, subject to Tenant's
prior written approval, which approval shall not be unreasonably withheld,
conditioned or delayed.

             (i) PUNCH LIST. "Punch List Items" as used herein shall mean any
details of construction, decoration, mechanical and electrical adjustments or
other matters, which, in the aggregate, are minor in character, the
non-completion of which does not interfere with Tenant's normal use or enjoyment
of the Premises to conduct Tenant's business. Prior to Tenant's occupancy of the
Premises, Landlord and Tenant shall conduct a walk-though of the Premises to
agree on cosmetic Punch List Items. Within fifteen (15) days after the date
Tenant takes occupancy of the Premises, Tenant shall deliver to Landlord a
current list of non-cosmetic Punch List Items for the Premises that Landlord is
obligated by the provisions of this Lease to complete. The list of cosmetic
Punch List Items and the list of non-cosmetic Punch List Items is herein called
the "Punch List". Landlord shall use reasonable efforts to complete all Punch
List Items within thirty (30) days after the date the applicable approved Punch
List is delivered by Tenant to Landlord.

             (j) TENANT DELAYS. Tenant agrees that for purposes of this Lease,
the following shall constitute "Tenant Delays" if the same actually delay
Substantial Completion:

                 (1) Tenant fails to timely comply with the dates established
in the schedule of dates described in Paragraph 20(f) hereof, including without
limitation, having Tenant's architect timely complete the Tenant Improvement
Plans; or


                                      39
<PAGE>

                                                                   EXHIBIT 10.20


                 (2) Tenant's failure to furnish  information in accordance
herewith or to respond to any written request by Landlord for any approval or
information within any time period prescribed, or if no time period is
prescribed, then within three (3) business days of such written request; or

                 (3) Tenant's insistence on materials, finishes or installations
other than Landlord's Building Standard after having first been informed by
Landlord in writing at or before the time of delivery to Tenant of final
construction pricing for Tenant's approval that such materials, finishes or
installations will cause a delay in Substantial Completion; or

                 (4) Tenant's causes changes to be made in the Tenant
Improvement Plans (notwithstanding Landlord's approval of such changes) that
reasonably would cause a delay in the completion of the Premises or Tenant
causes changes in the Tenant Improvements Work after commencement of
construction of the Tenant Improvements Work resulting in Extra Work; or

                 (5) Tenant, or any person, firm or corporation employed by
Tenant, including Tenant's architect and engineers even if employed by Landlord,
fails to timely perform or complete any work by Tenant or said person, firm or
corporation employed by Tenant (all such work and such persons, firms or
corporations being subject to the reasonable approval of Landlord); or

                 (6) Tenant shall have directly, or indirectly through any
person, firm or corporation employed by Tenant, interfered with or delayed the
work of either of the general contractors; or

                 (7) Any request by Tenant that Landlord delay the completion of
any of the Base Building Work; or

                 (8) Any delay resulting from Tenant's entry of the Premises
prior to its being Substantially Completed; or

                 (9) Tenant's Architect's failure to cooperate on a timely basis
with Landlord in working with the building department with regard to obtaining a
Building permit for the Tenant Improvement Work.

The Scheduled Substantial Completion Date shall be extended on a day-for-day
basis for each day of Tenant Delay. Further, Tenant shall be responsible to pay
Landlord an accruing rent penalty (payable within thirty (30) days after
Substantial Completion) of one day of Annual Base Rent for each day of Tenant
Delay.


                                      40
<PAGE>

                                                                   EXHIBIT 10.20


             (k) ACCEPTANCE OF TENANT IMPROVEMENT WORK. Except for the
completion of any Punch List Items, the taking of possession of the Premises by
Tenant means that (i) Tenant has conducted its own independent investigation of
the Premises and that the Premises are suitable for the purpose for which the
same are leased, subject to any latent defect which is not discoverable upon
reasonable inspection, and (ii) the Building and each and every part and
appurtenance thereof are in good and satisfactory condition, except for any
latent defect which is not discoverable upon a reasonable inspection.

             (l) INTENTIONALLY OMITTED.

             (m) WARRANTY. Landlord hereby warrants to Tenant, for one year
after Substantial Completion of the Base Building Work, that the Base Building
Work and the Tenant Improvement Work has been completed in a good and
workman-like manner, free from faulty materials, in accordance with all
applicable legal requirements, and sound engineering standards, and in
accordance with the Base Building Plans (and the Tenant Improvement Plans, if
applicable). Such warranty includes, without limitation, the repair or
replacement (including labor), at Landlord's sole cost, of all materials,
fixtures and equipment which are defective or which are defectively installed by
the Base Building General Contractor in connection with the Base Building Work
and the Tenant Improvement General Contractor in connection with the Tenant
Improvement Work. After such one (1) year warranty period, Landlord will assign
to Tenant all such warranties related to the construction of the Tenant
Improvement Work, as well as any additional warranties provided by any of the
Tenant Improvement Contractor's subcontractors and material suppliers for such
materials, workmanship, fixtures and equipment. Landlord will include in the
general contracts for both the Base Building Work and the Tenant Improvement
Work appropriate provisions permitting such assignment without the consent of
the Base Building General Contractor or the Tenant Improvement Work General
Contractor, as the case may be. Landlord agrees to cooperate with Tenant in
enforcing the warranties from Beck Construction, but Tenant acknowledges and
agrees that it is looking solely to Beck Construction to enforce such warranties
and not to Landlord. Landlord shall enforce for the benefit of Tenant, all
warranties from the Base Building General Contractor, as well as any additional
warranties provided by any of the Base Building General Contractor's
subcontractors and material suppliers for such materials, workmanship, fixtures
and equipment in effect after the expiration of such twelve (12) month warranty
period.

             (n) LANDLORD'S OBLIGATION. Landlord will assist Tenant in
coordination of the Tenant Improvement Plans with the Base Building Plans.

             (o) AUTHORIZED REPRESENTATIVES. Tenant shall furnish Landlord with
a written list of Tenant's authorized construction representatives for the
Tenant Improvement Work. Only such construction representatives are authorized
to sign any change order, or disbursement request for any allowance, receipt, or
other document on behalf of Tenant related to the Tenant Improvement Work, and
without the signature of such authorized construction representative, no such
document shall be binding upon Tenant. Tenant may from time to time change or
add to the list of authorized construction representatives by giving Landlord
written notice of the addition or change.


                                      41
<PAGE>

                                                                   EXHIBIT 10.20


             (p) TEMPORARY ALTERATIONS. Subject to the other provisions hereof,
Landlord expressly reserves the right, in its sole discretion, to temporarily
change the location of, close, block or otherwise alter any entrances,
corridors, doorways, or walkways leading to or providing access to the Building
or any part thereof or otherwise restrict the use of same, provided such acts do
not materially and adversely impair Tenant's access to the Premises, do not
materially detract from the appearance of the Premises, and do not otherwise
materially interfere with Tenant's use and enjoyment of the Premises. Landlord
shall not incur any liability whatsoever to Tenant as a consequence of acts
authorized by this provision, and such acts shall not be deemed to be a breach
of any of Landlord's obligations hereunder. Landlord agrees to exercise good
faith in notifying Tenant within a reasonable time in advance of any
alterations, modifications or other acts of Landlord under this subparagraph.

         21. ANTENNA(E) INSTALLATION. Subject to the following provisions of
this Paragraph 21, Landlord grants Tenant the right, in common with Landlord, to
install, operate and maintain, at Tenant's expense and risk, a lawfully
permitted antenna(e), satellite dish and associated equipment, and rooftop
communications equipment (the "Antenna Equipment") at a location on the Building
to be determined by Tenant, and reasonably acceptable to Landlord as long as the
Antenna Equipment is shielded from view and does not interfere with any of the
Building's systems or their maintenance (the "Antenna Premises"):

             (a) Tenant shall submit to Landlord for its approval, a full set of
engineering plans and specifications for the proposed Antenna Equipment
installation, such approval not to be unreasonably withheld, conditioned or
delayed;

             (b) Tenant shall make all required conduit or cable connections
between Tenant's equipment in the Premises and the Antenna Equipment utilizing
Building services, subject to (i) Tenant's payment of reasonable costs for such
services, and (ii) approval of such connections by Landlord, which approval
shall not be unreasonably withheld, conditioned or delayed. Tenant shall have
the right (which shall be exclusive with regard to the Building) to use the
Building's risers, telecommunications areas and the roof areas approved by
Landlord for the installation of the Antenna Equipment;

             (c) Any Antenna Equipment installed by Tenant shall be erected so
as not to interfere with the operation of any previously erected antenna(e), is
shielded from view and does not interfere with any of the Building's systems or
their maintenance, and Landlord shall not erect or permit the erection of any
antenna(e) on the Building so as to interfere with the operation of any Antenna
Equipment previously erected by Tenant;

             (d) Tenant, its employees, agents and contractors shall, at all
reasonable times, have the unrestricted right to enter or leave the Antenna
Premises and Landlord agrees that it will not give unauthorized persons access
to Tenant's Antenna Premises or Antenna Equipment;


                                      42

<PAGE>

                                                                   EXHIBIT 10.20


             (e) Tenant shall obtain all necessary municipal, state and federal
permits and authorizations required to install, maintain and operate the
Antenna(e) Equipment and pay any charges levied by government agencies which are
the sole result of Tenant having the Antenna Equipment. Landlord agrees to fully
cooperate with Tenant in obtaining all such permits and authorizations, at no
cost or expense to Landlord;

             (f) Tenant, at Tenant's sole cost and expense, agrees to maintain
the Antenna Equipment and Antenna Premises in a good state of repair and to
indemnify, defend and save Landlord's Indemnified Parties harmless from any
claims, liability or expenses resulting from the erection, maintenance,
existence or removal of the Antenna Equipment, provided that such loss, costs or
damages are not due to the negligence or willful misconduct of Landlord, its
agents, employees or contractors;

             (g) Tenant, at Tenant's sole cost and expense, shall be obligated
to maintain and repair any damage to the roof or Building systems resulting from
the installation, operation, repair or maintenance of the Antenna Equipment;

             (h) At the conclusion of the Term, Tenant shall remove the Antenna
Equipment and surrender and restore the Antenna Premises to Landlord in
substantially as good condition as when entered, except for loss or damages
resulting from casualty, condemnation, act of God or ordinary wear and tear;

             (i) The liability insurance to be carried by Tenant pursuant to the
provisions of this Lease shall include coverage for Tenant's activity on the
Antenna Premises.

             (j) Tenant shall be permitted to select a contractor of its choice
to undertake the installation of the Antenna Equipment, subject to Landlord's
approval, which approval shall not be unreasonably withheld, conditioned or
delayed. In addition, Tenant shall be permitted to construct equipment
enclosures, if required, in locations, design, and material to be mutually
agreed upon, for accommodation of the Antenna Equipment. Tenant shall also have
the right to install necessary conduit and sleeving from the roof to the points
of connection within the Premises. Tenant shall be responsible for all costs of
installation (including structural reinforcing), repair, and maintenance with
respect to the Antenna Equipment. In addition, in the event Tenant leases space
in other buildings in the Project, Tenant shall have the right to install
conduit (or have rights to any available conduit installed by Landlord) between
the buildings for its communications lines.

         22. RECORDING. Neither Landlord nor Tenant shall record this Lease.
However, contemporaneously with the execution of this Lease, Landlord and Tenant
shall execute a memorandum of lease containing such information as shall be
required by the appropriate state statutes, and such other information as Tenant
may reasonably require; provided, however, the memorandum shall specifically
provide that it is automatically released upon the Commencement Date. Tenant
may, at Tenant's sole cost, record the memorandum of lease in the appropriate
Recording Office. Neither party to this Lease shall,


                                      43
<PAGE>

                                                                   EXHIBIT 10.20


without the other party's prior written consent, disclose the contents of
this Lease to any third party except such party's affiliates, parent or
subsidiaries, professional advisors, existing and potential lenders,
prospective investors, or prospective purchasers. In addition, simultaneously
with the execution of the memorandum, Landlord and Tenant shall execute a
release of the memorandum and deliver same to Landlord, and Landlord shall
have the right to record such release after the Commencement Date.

         23. ESTOPPEL CERTIFICATE. Tenant shall, upon thirty (30) days prior
written request of Landlord (but not more often than twice during any calendar
year) execute, acknowledge and deliver to Landlord or its designee a written
statement, together with a true and correct copy of the Lease, and all
amendments thereto, attached to such statement, stating, to the reasonable
knowledge of Tenant as of the date made: (a) the date this Lease was executed;
(b) the Commencement Date and the Expiration Date; (c) the monthly amount of
Annual Base Rent and the Estimated Additional Annual Rent and the date to which
such Annual Base Rent and Estimated Additional Annual Rent has been paid; (d)
that this Lease is in full force and effect and has not been assigned, modified,
supplemented or amended in any way (or specifying the date and terms of any
agreement so affecting this Lease); (e) that this Lease represents the entire
agreement between the parties as to this lease transaction (or identifying those
other documents which, together with this Lease, form the entire agreement
between the parties as to this lease transaction); (f) that all required
contributions by Landlord to Tenant on account of the Tenant's Improvements have
been received (or specifying those required contributions which Landlord has not
made); (g) that all required contributions by Tenant to Landlord on account of
the Tenant's Improvements have been received (or specifying those required
contributions which Tenant has not made); (h) that as of the date of the
statement there are no existing defenses or offsets which Tenant has against the
enforcement of this Lease by Landlord except as set out by Tenant; (i) that no
Annual Base Rent or Estimated Additional Annual Rent has been paid for more than
one (1) month in advance; and (j) that no security has been deposited with
Landlord. Any such statement may be relied upon by a prospective purchaser or
mortgagee of Landlord's interest in the Property. Landlord shall, upon thirty
(30) days prior written request by Tenant, deliver to Tenant or its designee an
estoppel certificate, in the substance and form described above, describing the
status of this Lease and any ground lease, underlying lease or mortgage
encumbering the Property.

         24.   INTENTIONALLY OMITTED.

         25.   HOLDING OVER. If Tenant shall hold over after the expiration of
the Term, its tenancy shall be on a month-to-month basis and shall be subject
to all of the terms, conditions, provisions and obligations of this Lease,
except that, for the first three (3) months following the expiration of the
Term, each monthly installment of Annual Base Rent shall be one hundred fifty
percent (150%) of the monthly Annual Base Rent installment that applied to
the last month of the Term, and that thereafter, each monthly installment of
Annual Base Rent shall be one hundred seventy-five percent (175%) of the
monthly Annual Base Rent installment that applied to the last month of the
Term. Tenant shall provide Landlord with not less than forty-five (45) days'
written notice of Tenant's intention to hold over (the "Holdover Notice").
Tenant will endeavor to include in the Holdover Notice the time period during
which it


                                      44
<PAGE>

                                                                   EXHIBIT 10.20


anticipates it will be holding over. If Tenant gives Landlord such Holdover
Notice, then such holdover rental amount shall be Landlord's sole and
exclusive right and remedy of damages on account of Tenant holding over
during the first thirty (30) days of holdover. If Tenant fails to give
Landlord the Holdover Notice, then Landlord's sole and exclusive right and
remedy of damages on account of Tenant holding over during such thirty (30)
day period shall be such holdover rental amount and any direct damages
suffered by Landlord on account of Tenant's holding over for such thirty (30)
day period. In any event, Landlord shall have all rights and remedies under
this Lease, at law or in equity, with respect to Tenant's holding over for
periods after such thirty (30) day period.

         26. OTHER UTILITIES. At Tenant's sole cost and expense and subject to
the approval of the City of Austin and any other applicable governmental entity
have control thereof, Tenant shall have the right to introduce into the Premises
such other utilities as Tenant might require and Tenant shall pay the cost of
such other utilities directly to the applicable utility companies.

         27. OPTION TO PROVIDE OWN JANITORIAL SERVICES. If Tenant has provided
Landlord with written notice more than twice in any consecutive six-month period
informing Landlord of Tenant's dissatisfaction with the performance of
Landlord's janitorial contract or, and, if within thirty (30) days after such
second notice, the janitorial contractor's performance remains unsatisfactory to
Tenant, then Tenant shall have the right at any time thereafter during the Term
to contract independently with any cleaning contractor of Tenant's choice for
the cleaning of all of the Premises. Tenant shall give Landlord at least thirty
(30) days prior written notice of Tenant's election. In the event that Tenant
elects to contract independently, then beginning with the effective date of the
institution of such services by Tenant, (i) the Estimated Additional Annual
Rent, and if applicable, the Annual Base Rent shall be reduced as specified in
subparagraph 6(b), and (ii) Building Operating Expenses shall not include the
cost of janitorial services for the leasable areas of the Building.

             28. LEASE BOND. Tenant agrees to deposit with Landlord within five
(5) days after Tenant receives the fully executed Lease from Landlord, a bond as
security for the full and faithful performance by Tenant of its obligations
under this Lease (the "Bond"). The Bond shall be issued by Safeco Insurance
Company of America (the "Surety"), in favor of Landlord, as sole obligee, in the
original principal sum of Four Million Five Hundred Sixty-Four Thousand Six and
80/100 Dollars ($4,564,006.80) (the "Aggregate Sum") and in form to the form
attached hereto as EXHIBIT "F". The Bond shall provide that the interest of the
Obligee under the Bond shall be freely assignable and transferable to any
subsequent owner of the Building, without payment of any transfer fee or consent
of the Surety. The Bond shall have a term which shall expire on the day
immediately preceding the fifth anniversary of the effective date of the Bond.
Not less than thirty (30) days prior to the expiration date of such Bond (the
"Bond Termination Date") Tenant shall deposit with Landlord, a substitute surety
bond in an amount equal to the Aggregate Sum, as the same shall have been
reduced pursuant to the reduction provisions of the Bond, and for a term of two
(2) years, and in form and content substantially similar to the original Bond,
and issued by a surety company approved in writing by Landlord, which approval
shall not be unreasonably withheld, conditioned or delayed (a "Substitute


                                      45
<PAGE>

                                                                   EXHIBIT 10.20


Bond"). If Tenant fails to deposit such Substitute Bond on or before the date
which is thirty (30) days prior to the Bond Termination Date, then Landlord
shall give Tenant written notice of such failure (the "Bond Substitution
Notice") and Tenant shall have ten (10) business days following its receipt of
the Bond Substitution Notice (the "Cure Period") to deposit such Substitute Bond
with Landlord. Tenant's failure to deposit the Substitute Bond with Landlord by
the end of the Cure Period shall entitle Landlord, without any further notice to
Tenant, to immediately thereafter make a demand for and draw upon the entire
amount of the Bond irrespective of the amount of any monetary obligation then
due and owing to Landlord by Tenant In the event Landlord draws upon the entire
Bond as a result of Tenant's failure or refusal to timely deposit the Substitute
Bond with Landlord, Landlord shall be entitled to apply such proceeds, or any
part thereof, to compensate Landlord for any and all losses, costs, damages or
expenses sustained due to such default and Landlord shall be entitled to
continue to apply such proceeds over the Term of this Lease to such amounts
until the expiration of the Term, at which time if any proceeds remain and all
of such losses, costs, damages and expenses have been fully liquidated, the
balance of such proceeds shall be returned to Tenant. If Landlord draws on the
Bond on account of Tenant's failure to deliver the Substitute Bond by the end of
the Cure Period (the "Delivery Failure Draw"; the amount so drawn is referred to
herein as the "Delivery Failure Draw Amount"), then upon Tenant's subsequent
deposit of a Substitute Bond with Landlord, Landlord shall immediately return
the Delivery Failure Draw Amount to Tenant and upon Landlord's failure to so
return the Delivery Failure Draw Amount to Tenant, Tenant shall be entitled to
credit the Delivery Failure Draw Amount against any future installment(s) of
Base Rent or any other sum becoming due and payable under this Lease until
Tenant fully recoups the Delivery Failure Draw Amount. If Tenant does not use
the entire amount of the Additional Tenant Improvement Allowance, then Tenant
shall be entitled to provide in lieu of the Bond, a substitute bond (the
"Reduced Bond") in an amount equal to the Aggregate Sum minus the unused
Additional Tenant Improvement Allowance. The form and content of the Reduced
Bond shall be substantially similar to the original Bond, and issued by a surety
company approved in writing by Landlord, which approval shall not be
unreasonably withheld, conditioned or delayed. Simultaneously with the execution
and delivery of the Reduced Bond, Landlord shall return the original Bond to
Tenant.

              (b) Upon the occurrence of a default in any of Tenant's monetary
obligations under the Lease, which default constitutes an event of default by
Tenant beyond all applicable notice and cure periods, including, but not limited
to, payment of the Annual Base Rent, Landlord may make a claim under or against
and obtain proceeds of the Bond for the payment of any such Annual Base Rent or
other monetary obligation in default, subject to the provisions of said Bond.

         29.  OPTION TO RENEW.

              (a) Provided a Tenant Event of Default does not exist at the time
the option may be exercised and Tenant has not assigned this Lease to a person
or entity that is not a Related Transferee,


                                      46
<PAGE>

                                                                   EXHIBIT 10.20


Landlord grants Tenant the options (the "Renewal Options") to renew this
Lease with respect to all or any portion of the Premises, for two (2)
additional periods of five (5) years each (the "Renewal Periods"). Each
Renewal Option must be exercised by Tenant delivering written notice to
Landlord at least nine (9) months prior to the Expiration Date, as extended
by any previously exercised option.

             (b) The renewal rental rate for the Renewal Periods shall be
ninety-five percent (95%) of the Market Rental Rate (as hereinafter defined),
including any applicable Tenant Improvement Allowance for such Renewal Period
(the "Renewal Rental Rate"). The Market Rental Rate is the then prevailing
rental rates then being charged by landlords (including Landlord) in the Austin,
Travis County, Texas area on new leases to tenants of a similar credit quality
to Tenant for space of similar quality and size as the Premises, taking into
account, all relevant factors, including without limitation, age, extent and
quality of tenant improvements, length of term, amenities of the Building and
the Property, location and/or floor height and definition of net rentable area,
reasonable projections of Annual Base Rent, Annual Additional Rent and
allowances or concessions that have been granted such as abatements, lease
assumptions and leasehold improvements and moving allowances, if any. In
addition, for purposes of the determination of Market Rental Rate, Landlord's
rental rate then being charged on new leases to new tenants in the Project shall
be reasonably discounted by the costs which Landlord would not incur if Tenant
renews, such as, without limitation, build-out and brokerage costs.

             (c) Within fifteen (15) days after Tenant's exercise of each of the
Renewal Options, Landlord shall notify Tenant in writing of the Renewal Rental
Rate for that Renewal Period as determined by the above formula. Tenant shall
have fifteen (15) days from the receipt of Landlord's notice to either accept or
dispute Landlord's determination of the Renewal Rental Rate, including any
annual adjustments to the Renewal Rental Rate. Within fifteen (15) days
following Landlord's delivery of the Renewal Rental Rate, Tenant shall notify
Landlord in writing of the acceptance or rejection of the Renewal Rental Rate.
If Tenant accepts the Renewal Rental Rate, then the Renewal Rental Rate shall be
the rental rate in effect during the applicable Renewal Term. If Tenant fails to
respond within such fifteen (15) day period, Landlord shall deliver to Tenant a
second notice (the "Second Renewal Rate Notice") to either accept or dispute
Landlord's determination of the Renewal Rental Rate, and if Tenant fails to
respond within three (3) business days from the date of the Second Renewal Rate
Notice, Tenant shall be deemed to have accepted the Renewal Rental Rate. If
Tenant timely rejects the Renewal Rental Rate during such fifteen (15) day
period, Tenant's rejection notice must either (i) withdraw its exercise of the
Renewal Option, or (ii) exercise its right to a fifteen (15) day negotiation
period with Landlord which right is hereby granted. If Tenant exercises such
right, Tenant and Landlord shall, in good faith, endeavor to negotiate a
reasonable renewal rental rate (the "Negotiated Renewal Rate"). If Tenant and
Landlord fail to agree upon a Negotiated Renewal Rental during such fifteen (15)
day period, Tenant's may elect to either (i) withdraw its exercise of the
Renewal Option, or (ii) exercise its right to enter into arbitration with
Landlord concerning the Market Rental Rate in accordance with the following
procedure.

                 (i) Within ten (10) days after Tenant delivers to Landlord its
rejection notice requesting arbitration of the Market Rental Rate (the
"Designation Date"), Landlord and Tenant shall each


                                      47
<PAGE>

                                                                   EXHIBIT 10.20


appoint an independent arbitrator who shall be an appraiser or licensed real
estate broker with at least ten (10) years experience in office leasing, or
as a commercial real estate appraiser, in the Austin, Texas, geographic real
estate market or in appraising leasehold interests under commercial leases,
and shall be familiar with the valuation of comparable property in such area
and otherwise qualified to act as an expert witness over objection to give
opinion testimony addressed to the issue in a court of competent
jurisdiction. Each independent appraiser shall not have been employed,
regularly or as a broker or consultant, during the past six (6) month period
by the respective party selecting such person. By the Designation Date, each
party shall notify the other party in writing of the name, address, telephone
number and qualifications of its appraiser so appointed. If either party
shall fail to notify the other party of its named appraiser by the
Designation Date, the determination of the Market Rental Rate by the single
appraiser appointed shall be conclusive and binding upon both Landlord and
Tenant. If both parties timely designate their respective appraisers, then
the two appointed appraisers shall select a third qualified appraiser within
ten (10) days after the Designation Date. Landlord and Tenant shall each bear
the cost of its appraiser and one-half (1/2) of the cost of the third
appraiser.

                 (ii) The three appraisers shall determine the Market Rental
Rate in accordance with the parameters set forth herein by mutual agreement
within thirty (30) business days after the Designation Date by selecting either
Landlord's or Tenant's determination of the Market Rental Rate. If all of the
appraisers fail to agree on the Market Rental Rate within thirty (30) business
days after the Designation Date, but two of the appraisers can so agree, then
the Market Rate as determined by such two appraisers shall be controlling. If
none of the appraisers can agree on the Market Rate within such time period,
then an average shall be taken of the two closest determinations thereof and
such average shall be controlling (except that if the median of the three rates
provided by the appraisers is also the average of the three, it shall be
controlling). Tenant shall have fifteen (15) days to accept or reject in writing
the Market Rate as determined by the arbitration procedure. If Tenant does not
accept the Market Rate as determined by the arbitration procedure on or before
the end of said fifteen (15) day period, then Tenant shall pay all of Landlord's
costs associated with obtaining the aforementioned appraisals and Tenant shall
be deemed to withdraw its exercise of the Renewal Option, and all rights of
Landlord and Tenant under this option to renew shall immediately terminate and
all terms and conditions of this option to renew shall be of no further force
and effect. Except for a failure of the parties to agree on Market Rental Rate,
or Tenant's rescission of its exercise of the Renewal Option pursuant to
subparagraph (c) above, Tenant may not revoke its election to renew after such
election has been made.

             (d) Landlord and Tenant shall execute an amendment to this Lease
within thirty (30) days after the determination of the Renewal Rental Rate,
which amendment shall set forth the extended Term, the Annual Base Rent and all
other terms and conditions for the applicable Renewal Period.

             (e) Any termination of the Lease during the initial Term or the
first renewal term shall terminate all subsequent renewal rights hereunder. The
renewal rights of Tenant hereunder shall not be severable from the Lease, nor
may such rights be assigned or otherwise conveyed in connection with any
permitted assignment of the Lease, unless such assignment is to a Related
Transferee in accordance with


                                      48
<PAGE>

                                                                   EXHIBIT 10.20


the provisions of subparagraph 8(b) of this Lease. Landlord's consent to any
assignment of the Lease to a party other than a Related Transferee shall not
be construed as allowing an assignment of such rights to any assignee.

             (f) Within thirty (30) days following execution of the amendment
renewing this Lease described in (d) above or any amendment extending the Term
of this Lease, Landlord shall commence any Tenant Improvement Work contemplated
in the Renewal Rental Rate, or at Landlord's option, Landlord shall pay the
Tenant Improvement Allowance component of the Renewal Rental Rate to Tenant and
Tenant shall be obligated to construct Tenant Improvement Work to the Premises
in an amount equal to, or in excess of the amount paid by Landlord to Tenant for
the Tenant Improvement Allowance component of the Renewal Rental Rate.

              (g) Except as set forth above, the Renewal Period(s) shall be
subject to all of the terms and conditions of this Lease.

         30.  RIGHT OF FIRST OFFER FOR ADDITIONAL SPACE.

              (a) Provided (i) a Tenant Event of Default does not then exist,
and (ii) there are at least two (2) years remaining in the initial Term, then,
subject to, and inferior to, the existing rights of existing tenants in the
Project (as set forth below), Landlord grants Tenant during the initial Term of
this Lease, a continuing and recurring preferential right of first offer (the
"Right of First Offer") to acquire additional space in River Place Pointe II
("Building II") (subject to Landlord's right to enter into a lease with the
prospective tenant with whom it is currently negotiating, for approximately
13,000 rentable square feet of space on either the third floor or the first
floor of Building II) and River Place Pointe IV ("Building IV") (subject to
Landlord's right to enter into a lease with the prospective tenant with whom it
is currently negotiating, for the top floor and approximately 1/2 of the next
floor of Building IV) which from time to time may be or become available for
lease (the "Offer Space"). Tenant rights to lease space in Building II are
subject to the existing rights of eLoyalty Corporation ("eLoyalty") and Vectris
Telecom, Inc. ("Vectris"), both of whom have previously executed leases for
space in Building II. There are currently no tenants in Building IV.

              (b) Prior to Landlord leasing all or any portion of the Offer
Space, Landlord shall notify Tenant in writing of the availability of all or
portions of the Offer Space for lease and the date upon which such Offer Space
is expected to be made available to Tenant (the "Notice"), which Notice shall
include all major business terms (rent, term, tenant improvement allowance,
renewal options, rent concessions) pursuant to which the Offer Space is being
offered to Tenant (the "Offer Terms"). Simultaneously, Landlord will notify
eLoyalty and Vectris pursuant to their respective leases, as applicable. Subject
to eLoyalty and/or Vectris exercising their respective rights with respect to
the Additional Space covered by the Notice, Tenant may exercise the Right of
First Offer to include such Offer Space under this Lease by delivering to
Landlord written notice of Tenant's election on or before the fifth (5th)
business day after the date of Tenant's receipt of the Notice. Notwithstanding
Tenant's exercise


                                      49
<PAGE>

                                                                   EXHIBIT 10.20


of the Right of First Offer, Tenant acknowledges and agrees that its right to
exercise the Right of First Offer is subject to the superior rights of
eLoyalty and Vectris.

             (c) In the event Landlord does not receive written notice of
Tenant's election to lease all or such portion of the Offer Space described in
the Notice within said five (5) business day period, then Landlord shall be free
to lease such Offer Space to one or more third parties as long as the total
economics of any lease to a third party is not less than ninety percent (90%) of
the total economics contained in the Offer Terms, and Tenant shall be deemed to
have waived and released its Right of First Offer as to the Offer Space
designated in the Notice with respect to the Offer Terms.

             (d) All Offer Space leased by Tenant pursuant to the Right of First
Offer shall be for a term which is coterminous with the initial Term and any
renewal or extension thereof.

             (e) The term Premises, as used in this Lease, shall include all
expansions thereof that may occur from time to time pursuant to this Right of
First Offer.

             (f) In the event Tenant exercises the Right of First Offer pursuant
to the terms hereof, Landlord shall do the Tenant Improvement Work necessary to
furnish and install within the Offer Space leased by Tenant, in accordance with
Tenant Improvement Plans to be prepared by Tenant and approved in writing by
Landlord, which approval shall not be unreasonably withheld, conditioned or
delayed. The cost of the Tenant Improvement Work shall be advanced by Landlord
for the benefit of Tenant, to be repaid by Tenant in the form of Base Rent, but
only to the extent that the aggregate cost of the Tenant Improvement Work for
the Offer Space provided for in the drawings does not exceed an amount per
square foot leased, rounded up or down to the nearest cent (but not to exceed
$18.00), equal to (X) $18.00 times (Y) the number of months remaining in the
Term (excluding all renewals, unless such renewals have been irrevocably
exercised by Tenant), divided by (Z) eighty-four (84).

             (g) The Annual Base Rent for the Offer Space shall be: (1) at the
same rate per rentable square foot per annum as the originally demised Premises
if the Right of First Offer is exercised during the first eighteen (18) months
of the Term and the Offer Space is in River Place Pointe II; (2) at the rate of
$30.45 per rentable square foot per annum if the Right of First Offer is
exercised during the first eighteen (18) months of the Term and the Offer Space
is in River Place Pointe IV: (3) in all other circumstances, the rental rate for
the Offer Space as determined by Landlord and designated in the Notice, and
shall be due and payable commencing on the earlier of (i) the date the Tenant
Improvement Work constructed by Landlord in the Offer Space leased by Tenant is
Substantially Completed, and Landlord has notified Tenant of such Substantial
Completion, or (ii) the date Tenant begins the occupancy of all or any part of
the Offer Space leased by Tenant in a reasonably normal manner for the conduct
of Tenant's business.

             (h) Upon Tenant's exercise of the Right of First Offer pursuant to
the terms hereof, but subject to the rights of eLoyalty and Vectris as to Offer
Space, Landlord and Tenant shall execute, at the


                                      50
<PAGE>

                                                                   EXHIBIT 10.20


request of either party, an instrument delineating and describing the Offer
Space leased by Tenant and thereby added to the Premises.

              (i) If Tenant does not exercise its Right of First Offer as set
forth herein, Landlord shall have the right, for a period of six (6) months from
the date of the Notice, to lease all or any portion of the Offer Space to third
party tenants as long as the total economics of any lease to a third party is
not less than ninety percent (90%) of the total economics contained in the Offer
Terms. Landlord shall not have the right to lease all or any portion of the
Offer Space upon economic terms more favorable than the economic terms set forth
in the Notice without giving Tenant a new Notice setting forth such lower rental
rate.

              (j) If Tenant exercises the Right of First Offer as set forth
herein, the number of parking spaces allocated to Tenant shall be
proportionately increased in accordance with the parking ratio requirements set
forth in subparagraph 13(c)(xi).

              (k) Except as set forth above, if Tenant exercises the Right of
First Offer, the portion of the Offer Space covered by the Notice shall be added
to the Premises for the remainder of the Term on the date the Tenant Improvement
Work for such Offer Space is Substantially Complete and shall be subject to all
of the terms and conditions of this Lease.

              (l) Landlord and Tenant shall execute an amendment to this Lease
within thirty (30) days after Tenant's occupancy of such Offer Space, which
amendment shall set forth the revised Premises and Tenant's Proportionate Share
and the Annual Base Rent for such Offer Space.

              (m) As a condition to Tenant exercising its Right of First Offer,
Tenant must deliver to Landlord a Bond in the form attached hereto as Exhibit F
in an amount equal to the total of: (i) the broker commissions, if any, paid by
Landlord to an independent third party broker in connection with Tenant's
leasing of the applicable Offer Space; and (ii) the tenant improvement allowance
actually utilized by Tenant in connection with improvement of the applicable
offer space.

         31.  TEMPORARY LEASE SPACE.

             (a) Landlord hereby leases to Tenant, on a temporary basis, and
commencing as soon as is practicable after the execution of this Lease and
completion of the "Temporary Premises Tenant Improvement Work," as hereinafter
defined, and ending on the date which is up to thirty (30) days after the
Commencement Date of this Lease as it relates to the Premises (the "Temporary
Space Term"; Tenant shall have the right to reduce such thirty (30) day period),
between 25,000 and 35,000 rentable square feet of space in Building II (the
"Temporary Premises"; the exact square footage of which shall be in the sole and
absolute discretion of Tenant and shall not vary during the term of the), the
location of which shall be reasonably determined by Landlord, and approved by
Tenant. The gross, all-inclusive rental rate for the Temporary Premises (the
"Temporary Premises Rent") shall be equal to an annual lease rate of $28.00 per
rentable square foot contained in the Temporary Premises, with no additional
pass-through costs for


                                      51
<PAGE>

                                                                   EXHIBIT 10.20


Building Operating Expenses or Real Estate Taxes related to the Temporary
Premises. As relates to tenant improvements, Landlord will provide and
install in the Temporary Premises, at its sole cost and expense, not later
than September 1, 2000, the following: (1) finished ceiling grid with light
fixtures, and ceiling tiles stacked on the floor; (2) carpet on the floor;
(3) HVAC adequately distributed; (4) electric power availability of not less
than seven (7) watts per rentable square foot of the Premises (exclusive of
HVAC); (4) convenience electric outlets in the exterior walls in accordance
with building code requirements; (5) light switches; and (6) exterior
drywall, taped, spackled and painted (the "Temporary Premises Tenant
Improvement Work"). Landlord shall not construct any interior walls (other
than the exterior walls) or any other tenant improvements to the Temporary
Premises. The scope and finish level of the Temporary Premises Tenant
Improvement Work shall be in Landlord's commercially reasonable discretion.
Constructors shall be the General Contractor for the Temporary Premises
Tenant Improvement Work.

              (b) As relates to the Temporary Premises, Tenant shall not have
the right to: (i) assign this Lease, (ii) sublease all or any part of the
Temporary Premises, (iii) install antennae on Building II, (iv) provide its
own janitorial service to the Temporary Premises, or (v) control or introduce
electricity or other utilities to Building II or the Temporary Premises.

              (c) Except as set forth in this Paragraph 31, Tenant's occupancy
of the Temporary Premises shall be subject to all of the terms and conditions of
this Lease.

         32.  INTENTIONALLY OMITTED.

         33.  INTENTIONALLY OMITTED.

         34.  NOTICES. Except as otherwise provided herein, any statement,
notice, demand or other communication provided for or required to be given
pursuant to this Lease shall be in writing and served on the parties at the
addresses listed below. Any notice shall be either (a) hand delivered to the
address set forth below, in which case it shall be deemed delivered on the date
of delivery to the addressee; (b) sent by certified mail/return receipt
requested, in which case it shall be deemed delivered three (3) business days
after deposited in the U.S. Mail; (c) sent by a nationally recognized overnight
courier, in which case it shall be deemed delivered one (1) business day after
deposit with such courier; or (d) sent by facsimile transmission ("Fax") in
which case it shall be deemed delivered on the day sent, provided an original is
received by the addressee by nationally recognized overnight courier within one
(1) business day of the Fax. The addresses and Fax number listed herein may be
changed by written notice to the other parties, provided, however, that no
notice of a change of address or Fax number shall be effective until date of
delivery of such notice. Copies of notice are for informational purposes only
and a failure to give or receive copies of any notice shall not be deemed a
failure to give notice. For purposes of notice, the addresses of the parties
shall be as follows:


                                      52

<PAGE>

                                                                   EXHIBIT 10.20


               If to Landlord:

               at the address shown in Paragraph 1

               with a copy to:

               William D. Brown
               Sneed, Vine & Perry, P.C.
               901 Congress Ave.
               Austin, Texas 78701
               Telephone: (512) 476-6955
               Facsimile: (512) 476-1825


               If to Tenant:

               at the address shown in Paragraph 1

               with a copy to:
               Kenneth H. Gitter, Esq.
               General Attorney - Real Estate
               SBC Communications, Inc.______________________________
               175 E. Houston Street
               San Antonio, TX  78215
               Facsimile: (210) 370-1785_____________________________


     35.       MISCELLANEOUS.

              (a)      Within ten (10) days following any transfer by Landlord
of its ownership interest in the Property, Landlord shall provide Tenant with
written notice of such transfer of the Property and the name and address of
the successor Landlord to whom Tenant should send future rent payments and
notices (the "Transfer Notice"). In the event that a predecessor Landlord
fails to provide the Transfer Notice, (a) Tenant shall not be liable to any
successor Landlord for any rent payments paid to a predecessor Landlord; and
(b) any successor Landlord shall be bound by any notice sent to a predecessor
Landlord.

               (b)     The captions appearing within the body of this Lease
have been inserted as a matter of convenience and for reference only and in no
way define, limit or enlarge the scope of meaning of this Lease or any
provision of this Lease.

                                      53

<PAGE>

                                                                   EXHIBIT 10.20

               (c)     This Lease may be executed in several counterparts, all
of which constitute one and the same instrument.

               (d)     This Lease shall be governed by and construed in
accordance with the laws of the State of Texas, and venue for all matters in
controversy shall be the state or federal district courts of Travis County,
Texas.

               (e)     The language of this Lease shall be construed according
to its normal and usual meaning and not strictly for or against either
Landlord or Tenant. The rule of construction which allows a court to construe
a document more strictly against its author shall not govern the
interpretation of this Lease.

               (f)     Landlord and Tenant represent and warrant to each other
that only brokers Tenant has dealt with in connection with this Lease are SBC
Asset Management, Inc. and Trammell Crow Central Texas, Ltd. ("Tenant's
Brokers") and FIC Realty Services, Inc. ("Landlord's Broker"), and there are
no claims for brokerage commissions or finder's fees in connection with this
Lease, except as to Landlord's Broker and Tenant's Brokers. Landlord and
Tenant also represent to each other that, insofar as each knows, no other
brokers negotiated this Lease or are entitled to any commission in connection
herewith. Tenant shall indemnify and hold harmless Landlord from and against
all claims (and costs of defending against and investigating such claims) of
any other brokers or similar parties claiming under Tenant in connection with
this Lease. Landlord shall indemnify and hold harmless Tenant from and against
all claims (and costs of defending against and investigating such claims) of
any other brokers or similar parties claiming under Landlord in connection
with this Lease. Landlord acknowledges that any commission or finder's fee due
to the Broker(s) in connection with this Lease shall be the sole obligation of
Landlord. Landlord acknowledges and agrees that Tenant's Brokers are entitled
to a commission equal to four percent (4%) of the Annual Base Rent and the
Additional Annual Rent due under this Lease for the initial Term, and Tenant's
Brokers have entered into Leasing Commission Agreements with Landlord
reflecting such commission, and such Leasing Commission Agreements govern the
payment of commissions to the brokers in this transaction. The commissions
provided for under the Leasing Commission Agreement are not earned until this
Lease has been fully executed by all parties hereto, and one-half (1/2) of the
commission is payable upon the full execution of the Lease by all parties
hereto, and the remaining one-half (1/2) of the commission is payable upon
Tenant's occupancy of the Premises and the payment of the first month's Annual
Base Rent by Tenant. Each party agrees to indemnify the other and hold it
harmless from all liabilities arising from breach of the representations
stated above. The representations and obligations contained in this
subparagraph 35(f) shall survive the termination of this Lease.

               (g)     Unless specifically set forth herein to the contrary,
no right or remedy herein conferred upon or reserved to either party is
intended to be exclusive of any other right or remedy, and every right and
remedy shall be cumulative and in addition to any other right or remedy given
by this

                                      54

<PAGE>

                                                                   EXHIBIT 10.20

Lease or now or hereafter existing at law or in equity. The failure of either
party to insist upon the strict performance of any obligation shall not be
deemed a waiver thereof.

               (h)     If either party shall at any time be in default under
this Lease and if the non-defaulting party shall institute an action or
summary proceeding against the defaulting party based upon such default, then
the losing party will reimburse the prevailing party for its reasonable
attorneys' fees and disbursements.

               (i)     If any provision of this Lease, or its application to
any situation, shall be invalid or unenforceable to any extent, the remainder
of this Lease, or the application thereof to situations other than as to which
it is invalid or unenforceable, shall not be affected thereby, and every
provision of this Lease shall be valid and enforceable to the fullest extent
permitted by law.

               (j)     This Lease constitutes the entire agreement between the
parties and may be amended only by written agreement of the parties. No
representations, inducements, promises or agreements, oral or otherwise,
between Landlord and Tenant or any of their respective brokers, employees or
agents, not embodied herein, shall be of any force or effect.

               (k)     This Lease shall be binding upon and shall inure to the
benefit of the parties hereto, their heirs, executors, administrators,
successors and permitted assigns; provided, however, this provision does not
amend or alter the terms of Paragraph 8 of this Lease pertaining to assignment
and subletting.

               (l)     Landlord and Tenant agree that in fulfilling all terms
and conditions of this Lease, time is of the essence.

               (m)     The failure of Landlord or Tenant to seek redress for
violation of, or to insist upon the strict performance of, any covenant or
condition of this Lease shall not prevent a subsequent act or omission that
would have originally constituted a violation of this Lease from having all
the force and effect of an original violation. The receipt by Landlord of Rent
with or without knowledge of the breach of any provision of this Lease shall
not be deemed a waiver of such breach, shall not reinstate this Lease or
Tenant's right of possession if either or both have been terminated, and shall
not otherwise affect any notice, election, action, or suit by Landlord. No
provision of this Lease shall be deemed to have been waived unless such waiver
is in writing signed by the waiving party. No act or thing done by Landlord
during the Term shall be deemed an acceptance of a surrender of the Premises
and no agreement to accept such surrender shall be valid, unless express and
in writing signed by Landlord.

               (n)     Within sixty (60) days after the end of each fiscal
year of Tenant, or as may be requested from time to time by Landlord, Tenant
shall deliver to Landlord current financial statements, including, without
limitation, balance sheets, profit and loss statements, reconciliations of
capital and surplus, changes in financial condition, schedules of sources and
applications of funds, and operating

                                      55

<PAGE>

                                                                   EXHIBIT 10.20

statements with respect to the business of Tenant, all of which shall, at the
request of Landlord, be certified by an independent certified public
accountant.

               (o)     Simultaneously with the execution and delivery of this
Lease, Tenant shall deliver to Landlord evidence indicating the authority of
the person executing this Lease on behalf of Tenant.

               (p)     The liability of Landlord to Tenant for any default by
Landlord under the terms of this Lease shall be limited to Landlord's interest
in the Building, and the appurtenant interest in Parking Garage I and in the
Common Areas of the Project (and the proceeds of any sale or refinance
thereof), it being intended that Landlord, its officers, directors and
employees shall not be personally liable for any judgment or deficiency.
Whenever in this Lease there is imposed upon Landlord or Tenant the obligation
to use commercially reasonable efforts, reasonable efforts, diligence or act
in good faith, Landlord or Tenant, as the case may be, shall be required to do
so only to the extent the same is economically feasible and otherwise will not
impose upon Landlord extreme burdens, financial or otherwise.

               (q)     Notwithstanding subsection 35(l) hereof, whenever a
period of time is herein prescribed for the taking of any action by Landlord
or Tenant, such party shall not be liable or responsible for, and there shall
be excluded from the computation of such period of time, any delays due to
strikes, riots, acts of God, shortages of labor or materials, war,
governmental laws, regulations or restrictions, or any other cause whatsoever
beyond the control of such party (financial inability or hardship excepted),
and such nonperformance or delay in performance shall not constitute a breach
or default by such party under this Lease nor give rise to any claim against
such party for damages or constitute a total or partial eviction, constructive
or otherwise; provided, however, this provision shall not excuse any delay in,
or extend the time periods set forth herein for Landlord's or Tenant's making
of payments required by this Lease.

               (r)     Tenant shall not, except to designate Tenant's business
address (and then only in a conventional manner and without emphasis or
display), use the name or mark "River Place Pointe" or "River Place Pointe
III" for any purpose whatsoever.

               (s)     Landlord and Tenant covenant and agree that Landlord
hereby reserves and shall have the right at any time and from time to time to
change the name of the Building (other than to a competitor of SBC
Communications, Inc. or any subsidiary or affiliate thereof) as Landlord may
deem advisable, and Landlord shall not incur any liability whatsoever to
Tenant as a consequence thereof.

               (t)     Notwithstanding anything stated in this Lease to the
contrary, Landlord and Tenant expressly acknowledge that nothing in this Lease
shall be deemed a grant by Tenant of a security interest, or other lien, in
favor of Landlord, upon any goods, inventory, furniture, fixtures, equipment
or any other personal property of Tenant ("Tenant's Property") situated in or
upon the Premises, and Landlord expressly waives any rights, whether statutory
or otherwise, that it may have to any lien against Tenant's Property, unless
said lien is obtained pursuant to a judgment of a court of competent
jurisdiction.

                                      56

<PAGE>

                                                                   EXHIBIT 10.20

               (u)     Landlord and Tenant shall be excused for the period of
any delay in the performance of any obligations hereunder, when prevented from
so doing by cause or causes beyond Landlord's or Tenant's, as the case may be,
reasonable control which shall be limited to, unusual rain (on a historical
basis based on information provided by by the National Weather Service for
Austin, Texas), labor disputes, civil commotion, war, war-like operations,
invasion, rebellion, hostilities, military or usurped power, sabotage,
governmental regulations or controls, fire or other casualty through Acts of
God ("force majeure"). Landlord and Tenant, as the case may be shall be
excused for delay in the performance of obligations hereunder provided:

               (1)     neither Landlord nor Tenant shall be entitled to rely
     upon this subparagraph 35(u) unless it shall advise the other in writing of
     the existence of any force majeure preventing the performance of any
     obligation of Landlord or Tenant, as the case may be, within two (2) days
     after the commencement of the force majeure event;

               (2)     neither Landlord nor Tenant shall be excused from
     performance of any obligation for a period beyond the first to occur of (x)
     ninety (90) days after the force majeure; or (y) the termination of the
     force majeure.

     36.       INTENTIONALLY OMITTED.

     37.       ATTACHMENTS. The following exhibits form a part of this Lease and
were attached before this Lease was signed by the parties:


<TABLE>
<CAPTION>


               Exhibits:
               --------
               <S>              <C>
               A-1     -        Legal Description
               A-2     -        Site Plan
               A-3     -        Commencement Date Agreement
               B       -        Current Rules and Regulations
               C       -        Intentionally Omitted
               D       -        Intentionally Omitted
               E       -        Janitorial Services
               F       -        Lease Bond

</TABLE>

                       IN WITNESS WHEREOF, Landlord and Tenant have signed this
Lease as of the day and year first above written.



                                            LANDLORD:

                                            INVESTORS LIFE INSURANCE COMPANY OF



                                      57

<PAGE>

                                                                   EXHIBIT 10.20



                                            NORTH AMERICA




                                            By:
                                                    -------------------------
                                                    Roy F. Mitte, President

                                            TENANT:

                                            SBC SERVICES, INC.




                                            By:
                                                    -------------------------
                                            Name:
                                                    -------------------------
                                            Title:
                                                    -------------------------














                                      58

<PAGE>

                                                                   EXHIBIT 10.20

                                   EXHIBIT A-1

                          LEGAL DESCRIPTION OF THE LAND

TRACT I

Lots 1-8, Block A, River Place Section 20, a subdivision in Travis County,
Texas, according to the map or plat thereof recorded in Volume 95, Pages 99-102
of the Plat Records of Travis County, Texas.

AND

TRACT II

METES AND BOUNDS DESCRIPTION OF A 0.345 ACRE TRACT AS RECORDED IN VOLUME 8210,
PAGE 723 OF THE TRAVIS COUNTY DEED RECORDS, TRAVIS COUNTY, TEXAS AND BEING
LOCATED IN THE ALEXANDER DUNLAP SURVEY NO. 805, ABSTRACT 224, SAID 0.345 ACRE
TRACT BEING DESCRIBED AS FOLLOWS:

BEGINNING at 1/4-INCH iron rod found marking the northwest corner of the Charles
Webb 0.50 acre tract as recorded in Volume 7641, Page 112 of the Travis County
Deed Records. same being a re-entrant comer in the northerly one of the First
River Place Reserve Ltd. 1441.33 acre tract as recorded in Volume 11379, Page
379 of the Travis County Deed Records, and being in the northerly line of the
Banyan Payne Survey No. 288, Abstract No. 640 and the southerly line of the
Alexander Dunlap Survey No. 805, Abstract No. 224;

THENCE N 59DEG. 34' 01" W, with the said survey line 270.92 feet to a 1/2-inch
iron rod set in the southerly line of the Bryan H. Montandon called 3.629 acre
tract as recorded in Volume 9450, Page 944 of the Travis County Deed Records,
same being the southerly line of a 100-foot wide L.C.R.A. easement as recorded
in Volume 611, Page 616 of the Travis County Deed Records, from which a
1/2-inch iron rod found bears S 83DEG. 01'26" W, 0.95 feet;

THENCE N 83DEG. 01'26" E, with said southerly line of the Bryan H. Montandon
tract and the L.C.R.A. easement passing at 166.56 feet a 1-1/4 inch hex bolt
found, in all 167.29 feet to a 1/2 inch iron rod set in the westerly
right-of-way line of Ranch to Market Road 2222, 80 foot wide at this point;

THENCE with the said westerly right-of-way of Ranch to Market Road 2222, S
27DEG. 35' 26" E, 156.79 feet to a 1/2 inch iron rod set at the point of
curvature of a curve to the left;

<PAGE>

                                                                   EXHIBIT 10.20

THENCE southeasterly with said curve to the left and the west right-of-way
line, passing through a central angle of 04DEG. 22' 15" to a 1/2 inch iron rod
set, said curve having a radius of 490.67 feet, an arc length of 37.43 feet
and a chord bearing S 29DEG. 46' 47" E 37.42 feet;

THENCE departing said west right-of-way line, N 59DEG. 34' 01" W, with the
aforementioned survey line 27.44 feet to the POINT OF BEGINNING and containing
0.345 acres of land.

<PAGE>

                                                                   EXHIBIT 10.20

                                   EXHIBIT A-2

                                    SITE PLAN

<PAGE>

                                                                   EXHIBIT 10.20

                                   EXHIBIT A-3

                           COMMENCEMENT DATE AGREEMENT

         THIS COMMENCEMENT DATE AGREEMENT is made and entered into as of the
______ day of ________________________________, 200___, between Landlord and
Tenant named below:

              Landlord:


              INVESTORS LIFE INSURANCE COMPANY OF NORTH AMERICA
              6500 River Place Boulevard, Building I
              Austin, Texas, 78701


              Tenant:


              SBC SERVICES, INC.

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

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

              Building:


              River Place Pointe III
              6500 River Place Blvd.
              Austin, Texas 78730


         WHEREAS, Landlord and Tenant executed a lease dated _______________
as heretofore amended by _______________ dated _______________ (as amended,
collectively the "Lease") by which Tenant leased _______________ rentable
square feet located in the Building; and

         WHEREAS, the Commencement Date, as defined in subparagraph 5(a) of
the Lease, has occurred; and pursuant to the Lease, Landlord and Tenant desire
to confirm various dates relating to the Lease.

         NOW, THEREFORE, Landlord and Tenant agree and acknowledge that the
information set forth below is true and accurate.


         Premises:

         _____ rentable square feet; _____ usable square feet

         Annual Base Rent:

<PAGE>

                                                                   EXHIBIT 10.20


         $______________ per annum; $_____________ per month

         Tenant's Proportionate Share of the Project:

         _________________%


         Commencement Date:

         _________________, 2000


         Expiration Date:

         _________________, 2000


         Option to Renew
         (Exercise Date):

         _________________, 2000

         The execution of this Agreement shall not constitute an exercise by
Tenant of its option with respect to the Option to Renew.

         EXECUTED as a sealed instrument on the date first set forth above.

                                    LANDLORD:


                                    INVESTORS LIFE INSURANCE COMPANY
                                    OF NORTH AMERICA



                                    By:
                                       -----------------------------------
                                             Roy F. Mitte, President

                                    TENANT:

                                    SBC SERVICES, INC.



                                    By:
                                             -----------------------------
                                    Name:
                                             -----------------------------
                                    Title:
                                             -----------------------------

<PAGE>

                                                                   EXHIBIT 10.20



STATE OF
                           Sections
COUNTY OF

         This instrument was acknowledged before me on this _____ day of
___________, 200_, by Roy F. Mitte, President of Investors Life Insurance
Company of North America, a Washington corporation, on behalf of said
corporation.



                                             --------------------------------
                                             Notary Public
                                             My Commission Expires:
                                                                   -------------


Notary Seal





STATE OF
         ------------

COUNTY OF
          -----------

         This instrument was acknowledged before me on this _____ day of
___________, 200_, by _______________, _________________ of SBC Services,
Inc., a _______________________ corporation, on behalf of said corporation.




                                             --------------------------------
                                             Notary Public
                                             My Commission Expires:
                                                                   -------------


Notary Seal


<PAGE>

                                                                   EXHIBIT 10.20

                                    EXHIBIT B

                              RULES AND REGULATIONS

The following standards shall be observed by Tenant for the mutual safety,
cleanliness and convenience of all occupants of the Building. These rules are
subject to change from time to time, as specified in the Lease.

1.   Flammable,explosive or other hazardous liquids and materials (other than
those normally used in connection with general office use) shall not be
brought on the Premises or into the Building without the prior written
consent of Landlord. All holiday decorations shall be made of flame retardant
materials and are limited to the interior of the Building.

2.   All work, including, but not limited to, installation of telephone and
telegraph equipment, electrical and electronic devices and attachments, and all
installations affecting floors, walls, windows, doors, ceilings or any other
physical feature of the Building, shall not commence prior to written approval
by Landlord, which approval shall not be unreasonably withheld, conditioned or
delayed.

3.   Tenant shall not conduct any auction on the Premises nor store goods, wares
or merchandise on the Premises, except for Tenant's own personal use.

4.   Requests by Tenant for building services, maintenance or repair shall be
made in writing to the office of the Landlord or its management agent, if any.

5.   Tenant shall not change locks or install additional locks on doors without
prior written consent of Landlord. Tenant shall not make or cause to be made
duplicates of keys procured from Landlord without the prior approval of
Landlord, which approval shall not be unreasonably withheld, conditioned or
delayed. All keys to the Premises shall be surrendered to Landlord upon
termination of tenancy.

6.   Tenant shall give prompt notice to the office of the Landlord or its
management agent, if any, of any damage to or defects in plumbing, electrical
fixtures or heating and cooling equipment. Liquids, or other materials or
substances which will cause injury to the plumbing, shall not be put into the
lavatories, water closets or other plumbing fixtures, by Tenant, its agents,
employees or invitees.

7.   Tenant shall not place, install or operate on the Premises, or in any part
of the Building or Project, any stoves or cooking equipment (other than
microwave ovens) outside any kitchen areas without the prior written approval
of Landlord.

8.   Large files, safes, electronic data processing equipment and other heavy
equipment shall not be moved into the Building or installed in the Premises
without the prior written approval of Landlord, which approval shall not be
unreasonably withheld, conditioned or delayed.

<PAGE>

                                                                   EXHIBIT 10.20


9.   Tenant agrees to cooperate and assist Landlord in the prevention of
canvassing, soliciting and peddling within the Building.

10.  Nails, screws or picture hangers shall not be driven into the wood
finish of any room without the prior written consent of Landlord. Animals
(other than seeing-eye dogs or the like) or birds shall not be kept in or
about the Premises or the Building.

11.  All plants within the Tenant Suite should be maintained by professional
plant management companies. Any infestation as a result of the plants is the
responsibility of the Tenant.

12.   No sign, advertisement, notice or handbill shall be exhibited,
distributed, painted or affixed by Tenant which is visible from any part of
the Project beyond the boundaries of the Premises without prior written
consent of the Landlord.

13.  Landlord reserves the right to exclude from the Building, between the hours
of 6:00 p.m. and 7:00 a.m. on weekdays and at all hours on Saturday, Sunday and
legal holidays, all persons who are not known to the Building watchman, if any,
and who do not present a pass to the Building signed by Tenant. Each Tenant
shall be responsible for all persons for whom he supplies a pass or key to the
Building or Premises.

14.  No smoking is allowed inside the Building. Smoking is restricted to
designated areas outside of the Building. Tenant shall be responsible for its
employees compliance with the smoking policy.

15.  Tenant will use all caution when driving and parking in the garage.
Landlord is NOT responsible for any lost, stolen, or damage done to persons
or property of Tenant and/or its employees as result of parking on the
Project. Parking around the Building is limited to handicapped and 30-minute
visitor parking only. There is no parking on the streets. Violating vehicles
will be towed at owner's expense.

16.  Tenant shall not use the Building or the Premises to store vehicles,
including without limitation boats, trailers, campers, golf carts, motorcycles
or automobiles. All vehicles other than automobiles and motorcycles will be
towed and stored at the owner's expense and Landlord shall assume no liability
therefore, and Tenant waives any claim arising by reason thereof and agrees to
hold Landlord harmless from any such claims arising from such towing, storage or
removal. Any automobile or motorcycle left on the Premises for more than twenty
(20) consecutive days may be towed and stored at the owner's expense and
Landlord shall assume no liability therefore and Tenant waives any claim arising
by reason thereof and agrees to hold Landlord harmless from any such claims
arising from such towing, storage or removal.

To the extent of any conflict between the terms of the Lease and these Rules and
Regulations, the former shall control.

<PAGE>

                                                                   EXHIBIT 10.20


                                    EXHIBIT C

                              INTENTIONALLY OMITTED














<PAGE>

                                                                   EXHIBIT 10.20

                                    EXHIBIT D

                              INTENTIONALLY OMITTED





<PAGE>


                                                                   EXHIBIT 10.20

                                    EXHIBIT E

                          JANITORIAL SERVICES EXHIBIT F

                                   LEASE BOND

         SBC Services, Inc., a Delaware corporation, as principal (the
"Principal") and Safeco Insurance Company of America, a corporation duly
organized and existing under and by virtue of the laws of the State of
Washington, as surety (the "Surety"), are held and firmly bound unto, Investors
Life Insurance Company of North America, a Washington Corporation, as obligee
(the "Obligee") in the sum of Four Million Five Hundred Sixty-Four Thousand
Sixand 80/100 Dollars ($4,564,006.80) (the "Aggregate Sum"), in lawful money of
the United States of America, to be paid to the Obligee for which payment well
and truly to be made, we bind ourselves, our successors and assigns, jointly and
severally, firmly by these presents.

         WHEREAS, the Principal has entered into a Standard Office Lease dated
as of July ___, 2000 (the "Lease") with the Obligee for the use of certain
premises in the Building known as River Place Pointe III, 6500 River Place
Blvd., Austin, Travis County, Texas 78730, as more particularly described in the
articles of the Lease.

         NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION IS SUCH, that if the
Principal shall faithfully and timely make all rentals and other payments not
covered by insurance required of the Principal under the Lease (which by
reference is made a part hereof), then this obligation shall be null and void,
otherwise to remain in full force and effect. The liability of the Principal and
the Surety hereunder shall in no way be released, discharged, affected or
diminished by reason of (i) any extension of time or forebearance given to the
Principal for the payment of rent or other payment obligations of the Principal
under the Lease; (ii) the Obligee obtaining payment on this Bond prior to
exhausting or realizing upon either any other security given under the Lease or
any assets of the Principal; (iii) any amendment or modification of, or
extension or renewal of the Lease provided, however, such extension or renewal
is not beyond the initial renewal periods in the Lease (or any assignment or
transfer thereof by the Obligee to a successor Landlord); or (iv) any
bankruptcy, insolvency, liquidation or similar proceeding relating to the
Principal.

         PROVIDED, HOWEVER, THAT THIS BOND IS EXECUTED BY THE PRINCIPAL AND THE
SURETY AND ACCEPTED BY THE OBLIGEE SUBJECT TO THE FOLLOWING EXPRESS CONDITIONS:

1.       The term of this Bond shall be from July ____, 2000 (the "Effective
         Date") to July __, 2005 (the "Termination Date").

2.       The liability of the Surety shall in no event exceed, in the aggregate,
         the

<PAGE>

                                                                   EXHIBIT 10.20


         Aggregate Sum.

3.       The Aggregate Sum of this Bond shall automatically reduce in an amount
         equal to Seventy-Six Thousand Sixty-Six and 78/100 Dollars ($76,066.78
         on the first day of each calendar month beginning on March 1, 2001 and
         continuing through July 1, 2005. [FOLLOWING ALTERNATE PROVISION SHALL
         BE USED FOR SUBSTITUTE BOND:] THE AGGREGATE SUM OF THIS BOND SHALL
         AUTOMATICALLY REDUCE IN AN AMOUNT EQUAL TO SEVENTY-SIX THOUSAND
         SIXTY-SIX AND 78/100 DOLLARS ($76,066.78) ON THE FIRST DAY OF EACH
         CALENDAR MONTH BEGINNING ON AUGUST 1, 2005 THROUGH THE EXPIRATION DATE
         OF THE LEASE.

4.       The Obligee may assign its rights under this Bond to any successor
         landlord under the Lease without the prior consent of the Surety or the
         Principal and without payment of any transfer fee to the Surety, upon
         giving the Surety written notice of such successor landlord at the
         following address: ________ ____________________________________.

5.       Upon a "Tenant Event of Default," by Tenant as said term is defined in
         the Lease, beyond any applicable cure periods in the Lease, as the sole
         condition to its right to collect upon this Bond, the Obligee shall
         give to the Surety one (or more) written notices specifically detailing
         such Tenant Event of Default (each, a "Notice") in the following form:

                               "NOTICE OF DEFAULT

         The undersigned, the sole obligee under that certain Lease Bond No.
         ________________ dated July ____, 2000 (the "Bond") hereby certifies to
         Safeco Insurance Company of America, the surety under the Bond, that a
         "Tenant Event of Default," as said term is defined in the "Lease"
         (which term is defined in the Bond) exists beyond any applicable cure
         periods under Paragraph 16 of the Lease and that there is now due and
         owing to the undersigned under the Lease the sum of $
         ___________________________ for which demand is hereby made under and
         against the Bond, and as a consequence thereof, Landlord hereby makes
         demand for the payment of the Aggregate Penal Sum of the Bond.

                             [INSERT LANDLORD'S NAME]

                             By:
                                -----------------------------------
                             Title:
                                    -------------------------------

                  The Surety agrees to pay the Obligee the amount stated in the
                  Notice within thirty (30) days after receipt by the Surety of
                  the Notice, subject to the limitation set forth in Paragraph 2
                  herein. The Obligee may make any one or more claims under and
                  against this Bond (not to exceed the Aggregate Sum) from time
                  to time.

6.                This Bond may not be amended or modified by the Principal and
                  the Surety in

<PAGE>

                                                                   EXHIBIT 10.20


                  any respect without the prior written consent of the Obligee,
                  which consent may be withheld in the Obligee's sole and
                  absolute discretion.

         SIGNED, SEALED AND DATED THIS _______ day of _______________, 2000.

                                            PRINCIPAL:


<PAGE>

                                            SBC Services, Inc.,
                                            a _________________ corporation

                                            By:
                                               -------------------------------
                                            Name:
                                                  ----------------------------
                                            Title:
                                                   ---------------------------

                                            SURETY:

                                            Safeco Insurance Company of America,
                                            a Washington corporation

                                            By:
                                               -------------------------------
                                            Name:
                                                  ----------------------------
                                            Title:
                                                   ---------------------------



<PAGE>

                                                                   EXHIBIT 10.20

                                               TABLE OF CONTENTS

<TABLE>
<S>      <C>                                                                               <C>
1.       THE PARTIES.........................................................................1
2.       BUILDING, PREMISES AND COMMON AREAS.................................................1
3.       LEASING CLAUSE; QUIET ENJOYMENT.....................................................3
4.       USE OF PREMISES.....................................................................3
5.       TERM................................................................................4
6.       ANNUAL BASE RENT....................................................................6
7.       ANNUAL ADDITIONAL RENT..............................................................7
8.       SUBLETTING OR ASSIGNMENT...........................................................13
9.       INSPECTION AND REPAIR OF PREMISES..................................................16
10.      DAMAGE TO PREMISES.................................................................17
11.      EMINENT DOMAIN.....................................................................18
12.      TENANT'S OBLIGATIONS...............................................................19
13.      LANDLORD'S OBLIGATIONS.............................................................22
14.      COMPLIANCE WITH LAWS; LIFE SAFETY..................................................25
15.      INDEMNIFICATION....................................................................27
16.      TENANT DEFAULT.....................................................................28
17.      LANDLORD DEFAULT...................................................................30
18.      SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENTS...........................31
19.      ENVIRONMENTAL COMPLIANCE...........................................................32
20.      PREPARATION OF PREMISES............................................................32
21.      ANTENNA(E) INSTALLATION............................................................42
22.      RECORDING..........................................................................43
23.      ESTOPPEL CERTIFICATE...............................................................44
24.      INTENTIONALLY OMITTED..............................................................44
25.      HOLDING OVER.......................................................................44
26.      OTHER UTILITIES....................................................................45
27.      OPTION TO PROVIDE OWN JANITORIAL SERVICES..........................................45
28.      INTENTIONALLY OMITTED..............................................................46
29.      OPTION TO RENEW....................................................................46
30.      RIGHT OF FIRST OFFER FOR ADDITIONAL SPACE..........................................49
31.      TEMPORARY LEASE SPACE..............................................................51
32.      INTENTIONALLY OMITTED..............................................................52
33.      INTENTIONALLY OMITTED..............................................................52
34.      NOTICES............................................................................52
35.      MISCELLANEOUS......................................................................53
36.      INTENTIONALLY OMITTED..............................................................57
37.      ATTACHMENTS........................................................................57
</TABLE>