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                                                                    Exhibit 10.3

                                SAN FELIPE PLAZA
                                 Houston, Texas


                             OFFICE LEASE AGREEMENT

                                     BETWEEN

               SAN FELIPE PLAZA, LTD., a Texas limited partnership
                                  ("LANDLORD")

                                       AND

                 DWANGO NORTH AMERICA, INC., a Texas corporation
                                   ("TENANT")

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                                TABLE OF CONTENTS

I.      Basic Lease Information................................................1
II.     Lease Grant............................................................2
III.    Adjustment of Commencement Date; Possession............................2
IV.     Rent...................................................................3
V.      Compliance with Laws; Use..............................................7
VI.     Security Deposit.......................................................7
VII.    Services to be Furnished by Landlord...................................7
VIII.   Leasehold Improvements.................................................8
IX.     Repairs and Alterations................................................8
X.      Use of Electrical Services by Tenant...................................9
XI.     Entry by Landlord......................................................9
XII.    Assignment and Subletting.............................................10
XIII.   Liens.................................................................11
XIV.    Indemnity and Waiver of Claims........................................11
XV.     Insurance.............................................................12
XVI.    Subrogation...........................................................12
XVII.   Casualty Damage.......................................................12
XVIII.  Condemnation..........................................................13
XIX.    Events of Default.....................................................13
XX.     Remedies..............................................................14
XXI.    Limitation of Liability...............................................15
XXII.   No Waiver.............................................................15
XXIII.  Quiet Enjoyment.......................................................15
XXIV.   Relocation............................................................15
XXV.    Holding Over..........................................................15
XXVI.   Subordination to Mortgages; Estoppel Certificate......................16
XXVII.  Attorneys' Fees.......................................................16
XXVIII. Notice................................................................16
XXIX.   Excepted Rights.......................................................16
XXX.    Surrender of Premises.................................................17
XXXI.   Miscellaneous.........................................................17
XXXII.  Entire Agreement......................................................18

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                             OFFICE LEASE AGREEMENT

      This Office Lease Agreement (the "Lease") is made and entered into as of
the _________ day of November, 2002, by and between SAN FELIPE PLAZA, LTD., a
Texas limited partnership ("Landlord") and DWANGO NORTH AMERICA, INC., a Texas
corporation ("Tenant").

I.        Basic Lease Information.

      A.  "Building" shall mean the building located at 5847 San Felipe, City of
          Houston, County of Harris, State of Texas, and commonly known as San
          Felipe Plaza.

      B.  "Rentable Square Footage of the Building" is deemed to be 959,466
          square feet.

      C.  "Premises" shall mean the area shown on Exhibit A to this Lease. The
          Premises are located on floor 28 and known as suite number 2825. The
          "Rentable Square Footage of the Premises" is deemed to be 1,459 square
          feet. If the Premises include one or more floors in their entirety,
          all corridors and restroom facilities located on such full floor(s)
          shall be considered part of the Premises. Landlord and Tenant
          stipulate and agree that the Rentable Square Footage of the Building
          and the Rentable Square Footage of the Premises are correct and shall
          not be remeasured.

      D.  "Base Rent":

                                  Annual Rate       Annual         Monthly
          Period                Per Square Foot    Base Rent      Base Rent
          ------                ---------------   -----------   ------------
          January 1, 2003
             through
          January 31, 2006      $        22.00    $ 32,097.96   $   2,674.83

      E.  "Tenant's Pro Rata Share": 0.1521%.

      F.  "Base Year" for Taxes: 2003; "Base Year" for Expenses: 2003.

      G.  "Term": A period of 37 months. The Term shall commence on January 1,
          2003 (the "Commencement Date") and, unless terminated early in
          accordance with this Lease, end on January 31, 2006 (the "Termination
          Date"). However, if Landlord is required to Substantially Complete
          (defined in Section III.A) any Landlord Work (defined in Section I.O.)
          prior to the Commencement Date under the terms of a Work Letter
          (defined in Section I.O): (1) the date set forth in the prior sentence
          as the "Commencement Date" shall instead be defined as the "Target
          Commencement Date" by which date Landlord will use reasonable efforts
          to Substantially Complete the Landlord Work; and (2) the actual
          "Commencement Date" shall be the date on which the Landlord Work is
          Substantially Complete, as determined by Section III.A. In such
          circumstances, the Termination Date will instead be the last day of
          the Term as determined based upon the actual Commencement Date.
          Landlord's failure to Substantially Complete the Landlord Work by the
          Target Commencement Date shall not be a default by Landlord or
          otherwise render Landlord liable for damages. Promptly after the
          determination of the Commencement Date, Landlord and Tenant shall
          enter into a commencement letter agreement in the form attached as
          Exhibit C.

      H.  Tenant allowance(s): See Exhibit D attached hereto.

      I.  "Security Deposit": $2,674,83.

      J.  "Guarantor(s)": As of the date of this Lease, there are no Guarantors.

      K.  "Broker": Edge Real Estate Group.

      L.  "Permitted Use": general office use.

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      M.  "Notice Addresses":

          Tenant:

          On and after the Commencement Date, notices shall be sent to Tenant at
          the Premises. Prior to the Commencement Date, notices shall be sent to
          Tenant at the following address:

          2100 West Loop South
          Houston, TX  77027
          Attn: R.E. Huntley
          Phone #: 713.647.7697
          Fax #: 713.647.768

          Landlord:                              With a copy to:

          San Felipe Plaza, Ltd.                 Equity Office Properties
          c/o Equity Office Properties           Two North Riverside Plaza
          5847 San Felipe                        Suite 2100
          Suite 1200                             Chicago, Illinois 60606
          Houston, TX 77057                      Attention: Regional Counsel -
          Attention: Building Manager            Houston Region

          Rent (defined in Section IV.A) is payable to the order of Equity
          Office Properties at the following address: Equity Office Properties,
          d/b/a San Felipe Plaza, Ltd., P.O. Box 844536, Dallas, Texas
          75284-4536.

      N.  "Business Day(s)" are Monday through Friday of each week, exclusive of
          New Year's Day, Memorial Day, Independence Day, Labor Day,
          Thanksgiving Day and Christmas Day ("Holidays"). Landlord may
          designate additional Holidays, provided that the additional Holidays
          are commonly recognized by other office buildings in the area where
          the Building is located.

      O.  "Landlord Work" means the work, if any, that Landlord is obligated to
          perform in the Premises pursuant to a separate work letter agreement
          (the "Work Letter"), if any, attached as Exhibit D. If a Work Letter
          is not attached to this Lease or if an attached Work Letter does not
          require Landlord to perform any work, the occurrence of the
          Commencement Date shall not be conditioned upon the performance of
          work by Landlord and, accordingly, Section III.A. shall not be
          applicable to the determination of the Commencement Date.

      P.  "Law(s)" means all applicable statutes, codes, ordinances, orders,
          rules and regulations of any municipal or governmental entity.

      Q.  "Normal Business Hours" for the Building are 7:00 A.M. to 6:00 P.M. on
          Business Days and 8:00 A.M. to 1:00 P.M. on Saturdays.

      R.  "Property" means the Building and the parcel(s) of land on which it is
          located and, at Landlord's discretion, the Building garage and other
          improvements serving the Building, if any, and the parcel(s) of land
          on which they are located.

II.       Lease Grant.

          Landlord leases the Premises to Tenant and Tenant leases the Premises
from Landlord, together with the right in common with others to use any portions
of the Property that are designated by Landlord for the common use of tenants
and others, such as sidewalks, unreserved parking areas, common corridors,
elevator foyers, restrooms, vending areas and lobby areas (the "Common Areas").

III.      Adjustment of Commencement Date; Possession.

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      A.  The Landlord Work shall be deemed to be "Substantially Complete" on
          the date that all Landlord Work has been performed, other than any
          details of construction, mechanical adjustment or any other similar
          matter, the noncompletion of which does not materially interfere
          with Tenant's use of the Premises. However, if Landlord is delayed
          in the performance of the Landlord Work as a result of any Tenant
          Delay(s) (defined below), the Landlord Work shall be deemed to be
          Substantially Complete on the date that Landlord could reasonably
          have been expected to Substantially Complete the Landlord Work
          absent any Tenant Delay. "Tenant Delay" means any act or omission of
          Tenant or its agents, employees, vendors or contractors that
          actually delays the Substantial Completion of the Landlord Work,
          including, without limitation: (1) Tenant's failure to furnish
          information or approvals within any time period specified in this
          Lease, including the failure to prepare or approve preliminary or
          final plans by any applicable due date; (2) Tenant's selection of
          equipment or materials that have long lead times after first being
          informed by Landlord that the selection may result in a delay; (3)
          changes requested or made by Tenant to previously approved plans and
          specifications; (4) performance of work in the Premises by Tenant or
          Tenant's contractor(s) during the performance of the Landlord Work;
          or (5) if the performance of any portion of the Landlord Work
          depends on the prior or simultaneous performance of work by Tenant,
          a delay by Tenant or Tenant's contractor(s) in the completion of
          such work.

      B.  Subject to Landlord's obligation, if any, to perform Landlord Work and
          Landlord's obligations under Section IX.B., the Premises are accepted
          by Tenant in "as is" condition and configuration. By taking possession
          of the Premises, Tenant agrees that the Premises are in good order and
          satisfactory condition, and that there are no representations or
          warranties by Landlord regarding the condition of the Premises or the
          Building. If Landlord is delayed delivering possession of the Premises
          or any other space due to the holdover or unlawful possession of such
          space by any party, Landlord shall use reasonable efforts to obtain
          possession of the space. If Landlord is not required to Substantially
          Complete Landlord Work before the Commencement Date, the Commencement
          Date shall be postponed until the date Landlord delivers possession of
          the Premises to Tenant free from occupancy by any party, and the
          Termination Date, at the option of Landlord, may be postponed by an
          equal number of days. If Landlord is required to Substantially
          Complete Landlord Work before the Commencement Date, the Commencement
          Date and Termination Date shall be determined by Section I.G.

      C.  If Tenant takes possession of the Premises before the Commencement
          Date, such possession shall be subject to the terms and conditions of
          this Lease and Tenant shall pay Rent (defined in Section IV.A.) to
          Landlord for each day of possession before the Commencement Date.
          However, except for the cost of services requested by Tenant (e.g.
          freight elevator usage), Tenant shall not be required to pay Rent for
          any days of possession before the Commencement Date during which
          Tenant, with the approval of Landlord, is in possession of the
          Premises for the sole purpose of performing improvements or installing
          furniture, equipment or other personal property.

IV.       Rent.

      A.  Payments. As consideration for this Lease, Tenant shall pay Landlord,
          without any setoff or deduction, the total amount of Base Rent and
          Additional Rent due for the Term. "Additional Rent" means all sums
          (exclusive of Base Rent) that Tenant is required to pay Landlord.
          Additional Rent and Base Rent are sometimes collectively referred to
          as "Rent". Tenant shall pay and be liable for all rental, sales and
          use taxes (but excluding income taxes), if any, imposed upon or
          measured by Rent under applicable Law. Base Rent and recurring monthly
          charges of Additional Rent shall be due and payable in advance on the
          first day of each calendar month without notice or demand, provided
          that the installment of Base Rent for the first full calendar month of
          the Term shall be payable upon the execution of this Lease by Tenant.
          All other items of Rent shall be due and payable by Tenant on or
          before 30 days after billing by Landlord. All payments of Rent shall
          be by good and sufficient check or by other means (such as automatic
          debit or electronic transfer) acceptable to Landlord. If Tenant fails
          to pay any item or installment of Rent when due, Tenant shall pay
          Landlord an administration fee equal to 5% of the past due Rent,
          provided that Tenant shall be entitled to a grace period of 5 days for
          the first 2 late payments of Rent in a given calendar year. If the
          Term commences on a day other than the first day of a calendar month
          or terminates on a day other than the last day of a calendar month,
          the monthly Base Rent and Tenant's Pro Rata Share of any Tax Excess
          (defined in Section IV.B.)

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          or Expense Excess (defined in Section IV.B.) for the month shall be
          prorated based on the number of days in such calendar month.
          Landlord's acceptance of less than the correct amount of Rent shall be
          considered a payment on account of the earliest Rent due. No
          endorsement or statement on a check or letter accompanying a check or
          payment shall be considered an accord and satisfaction, and either
          party may accept the check or payment without prejudice to that
          party's right to recover the balance or pursue other available
          remedies. Tenant's covenant to pay Rent is independent of every other
          covenant in this Lease.

      B.  Expense Excess and Tax Excess. Tenant shall pay Tenant's Pro Rata
          Share of the amount, if any, by which Expenses (defined in Section
          IV.C.) for each calendar year during the Term exceed Expenses for the
          Base Year (the "Expense Excess") and also the amount, if any, by which
          Taxes (defined in Section IV.D.) for each calendar year during the
          Term exceed Taxes for the Base Year (the "Tax Excess"). If Expenses
          and/or Taxes in any calendar year decrease below the amount of
          Expenses and/or Taxes for the Base Year, Tenant's Pro Rata Share of
          Expenses and/or Taxes, as the case may be, for that calendar year
          shall be $0. Landlord shall provide Tenant with a good faith estimate
          of the Expense Excess and of the Tax Excess for each calendar year
          during the Term. On or before the first day of each month, Tenant
          shall pay to Landlord a monthly installment equal to one-twelfth of
          Tenant's Pro Rata Share of Landlord's estimate of the Expense Excess
          and one-twelfth of Tenant's Pro Rata Share of Landlord's estimate of
          the Tax Excess. If Landlord determines that its good faith estimate of
          the Expense Excess or of the Tax Excess was incorrect by a material
          amount, Landlord may provide Tenant with a revised estimate. After its
          receipt of the revised estimate, Tenant's monthly payments shall be
          based upon the revised estimate. If Landlord does not provide Tenant
          with an estimate of the Expense Excess or of the Tax Excess by January
          1 of a calendar year, Tenant shall continue to pay monthly
          installments based on the previous year's estimate(s) until Landlord
          provides Tenant with the new estimate. Upon delivery of the new
          estimate, an adjustment shall be made for any month for which Tenant
          paid monthly installments based on the previous year's estimate(s).
          Tenant shall pay Landlord the amount of any underpayment within 30
          days after receipt of the new estimate. Any overpayment shall be
          refunded to Tenant within 30 days or credited against the next due
          future installment(s) of Additional Rent.

          As soon as is practical following the end of each calendar year,
          Landlord shall furnish Tenant with a statement of the actual Expenses
          and Expense Excess and the actual Taxes and Tax Excess for the prior
          calendar year. If the estimated Expense Excess and/or estimated Tax
          Excess for the prior calendar year is more than the actual Expense
          Excess and/or actual Tax Excess, as the case may be, for the prior
          calendar year, Landlord shall apply any overpayment by Tenant against
          Additional Rent due or next becoming due, provided if the Term expires
          before the determination of the overpayment, Landlord shall refund any
          overpayment to Tenant after first deducting the amount of Rent due. If
          the estimated Expense Excess and/or estimated Tax Excess for the prior
          calendar year is less than the actual Expense Excess and/or actual Tax
          Excess, as the case may be, for such prior year, Tenant shall pay
          Landlord, within 30 days after its receipt of the statement of
          Expenses and/or Taxes, any underpayment for the prior calendar year.

      C.  Expenses Defined. "Expenses" means all costs and expenses incurred in
          each calendar year in connection with operating, maintaining,
          repairing, and managing the Building and the Property, including, but
          not limited to:

          1.   Labor costs, including, wages, salaries, social security and
               employment taxes, medical and other types of insurance, uniforms,
               training, and retirement and pension plans.

          2.   Management fees, the cost of equipping and maintaining a
               management office, accounting and bookkeeping services, legal
               fees not attributable to leasing or collection activity, and
               other administrative costs. Landlord, by itself or through an
               affiliate, shall have the right to directly perform or provide
               any services under this Lease (including management services),
               provided that the cost of any such services shall not exceed the
               cost that would have been incurred had Landlord entered into an
               arms-length contract for such services with an unaffiliated
               entity of comparable skill and experience.

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          3.   The cost of services, including amounts paid to service providers
               and the rental and purchase cost of parts, supplies, tools and
               equipment.

          4.   Premiums and deductibles paid by Landlord for insurance,
               including workers compensation, fire and extended coverage,
               earthquake, general liability, rental loss, elevator, boiler and
               other insurance customarily carried from time to time by owners
               of comparable office buildings.

          5.   Electrical Costs (defined below) and charges for water, gas,
               steam and sewer, but excluding those charges for which Landlord
               is reimbursed by tenants. "Electrical Costs" means: (a) charges
               paid by Landlord for electricity; (b) costs incurred in
               connection with an energy management program for the Property;
               and (c) if and to the extent permitted by Law, a fee for the
               services provided by Landlord in connection with the selection of
               utility companies and the negotiation and administration of
               contracts for electricity, provided that such fee shall not
               exceed 50% of any savings obtained by Landlord. Electrical Costs
               shall be adjusted as follows: (i) amounts received by Landlord as
               reimbursement for above standard electrical consumption shall be
               deducted from Electrical Costs; (ii) the cost of electricity
               incurred to provide overtime HVAC to specific tenants (as
               reasonably estimated by Landlord) shall be deducted from
               Electrical Costs; and (iii) if Tenant is billed directly for the
               cost of building standard electricity to the Premises as a
               separate charge in addition to Base Rent, the cost of electricity
               to individual tenant spaces in the Building shall be deducted
               from Electrical Costs. Notwithstanding anything in this Lease to
               the contrary, for purposes of determining Expenses for any
               calendar year subsequent to the Base Year, Electrical Costs shall
               be deemed to be the greater of Electrical Costs incurred during
               the Base Year and Electrical Costs for the applicable calendar
               year.

          6.   The amortized cost of capital improvements (as distinguished from
               replacement parts or components installed in the ordinary course
               of business) made to the Property which are: (a) performed
               primarily to reduce operating expense costs or otherwise improve
               the operating efficiency of the Property; or (b) required to
               comply with any Laws that are enacted, or first interpreted to
               apply to the Property, after the date of this Lease. The cost of
               capital improvements shall be amortized by Landlord over the
               lesser of the Payback Period (defined below) or 5 years. The
               amortized cost of capital improvements may, at Landlord's option,
               include actual or imputed interest at the rate that Landlord
               would reasonably be required to pay to finance the cost of the
               capital improvement. "Payback Period" means the reasonably
               estimated period of time that it takes for the cost savings
               resulting from a capital improvement to equal the total cost of
               the capital improvement.

          If Landlord incurs Expenses for the Property together with one or more
          other buildings or properties, whether pursuant to a reciprocal
          easement agreement, common area agreement or otherwise, the shared
          costs and expenses shall be equitably prorated and apportioned between
          the Property and the other buildings or properties. Expenses shall not
          include: the cost of capital improvements (except as set forth above);
          depreciation; interest (except as provided above for the amortization
          of capital improvements); principal payments of mortgage and other
          non-operating debts of Landlord; the cost of repairs or other work to
          the extent Landlord is reimbursed by insurance or condemnation
          proceeds; costs in connection with leasing space in the Building,
          including brokerage commissions; lease concessions, including rental
          abatements and construction allowances, granted to specific tenants;
          costs incurred in connection with the sale, financing or refinancing
          of the Building; fines, interest and penalties incurred due to the
          late payment of Taxes (defined in Section IV.D) or Expenses;
          organizational expenses associated with the creation and operation of
          the entity which constitutes Landlord; or any penalties or damages
          that Landlord pays to Tenant under this Lease or to other tenants in
          the Building under their respective leases. If the Building is not at
          least 95% occupied during any calendar year or if Landlord is not
          supplying services to at least 95% of the total Rentable Square
          Footage of the Building at any time during a calendar year, Expenses
          shall, at Landlord's option, be determined as if the Building had been
          95% occupied and Landlord had been supplying services to 95% of the
          Rentable Square Footage of the Building during that calendar year. If
          Tenant pays for its Pro Rata Share of Expenses based on increases over
          a "Base Year" and Expenses for a calendar year are determined as
          provided in the prior sentence, Expenses for the Base Year shall also
          be determined as if the Building had been 95% occupied and Landlord
          had been supplying services to 95% of

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          the Rentable Square Footage of the Building. The extrapolation of
          Expenses under this Section shall be performed by appropriately
          adjusting the cost of those components of Expenses that are impacted
          by changes in the occupancy of the Building.

      D.  Taxes Defined. "Taxes" shall mean: (1) all real estate taxes and other
          assessments on the Building and/or Property, including, but not
          limited to, assessments for special improvement districts and building
          improvement districts, taxes and assessments levied in substitution or
          supplementation in whole or in part of any such taxes and assessments
          and the Property's share of any real estate taxes and assessments
          under any reciprocal easement agreement, common area agreement or
          similar agreement as to the Property; (2) all personal property taxes
          for property that is owned by Landlord and used in connection with the
          operation, maintenance and repair of the Property; and (3) all costs
          and fees incurred in connection with seeking reductions in any tax
          liabilities described in (1) and (2), including, without limitation,
          any costs incurred by Landlord for compliance, review and appeal of
          tax liabilities. Without limitation, Taxes shall not include any
          income, capital levy, franchise, capital stock, gift, estate or
          inheritance tax. If an assessment is payable in installments, Taxes
          for the year shall include the amount of the installment and any
          interest due and payable during that year. For all other real estate
          taxes, Taxes for that year shall, at Landlord's election, include
          either the amount accrued, assessed or otherwise imposed for the year
          or the amount due and payable for that year, provided that Landlord's
          election shall be applied consistently throughout the Term. If a
          change in Taxes is obtained for any year of the Term during which
          Tenant paid Tenant's Pro Rata Share of any Tax Excess, then Taxes for
          that year will be retroactively adjusted and Landlord shall provide
          Tenant with a credit, if any, based on the adjustment. Likewise, if a
          change is obtained for Taxes for the Base Year, Taxes for the Base
          Year shall be restated and the Tax Excess for all subsequent years
          shall be recomputed. Tenant shall pay Landlord the amount of Tenant's
          Pro Rata Share of any such increase in the Tax Excess within 30 days
          after Tenant's receipt of a statement from Landlord.

      E.  Audit Rights. Tenant may, within 90 days after receiving Landlord's
          statement of Expenses, give Landlord written notice ("Review Notice")
          that Tenant intends to review Landlord's records of the Expenses for
          that calendar year. Within a reasonable time after receipt of the
          Review Notice, Landlord shall make all pertinent records available for
          inspection that are reasonably necessary for Tenant to conduct its
          review. If any records are maintained at a location other than the
          office of the Building, Tenant may either inspect the records at such
          other location or pay for the reasonable cost of copying and shipping
          the records. If Tenant retains an agent to review Landlord's records,
          the agent must be with a licensed CPA firm. Tenant shall be solely
          responsible for all costs, expenses and fees incurred for the audit.
          Within 60 days after the records are made available to Tenant, Tenant
          shall have the right to give Landlord written notice (an "Objection
          Notice") stating in reasonable detail any objection to Landlord's
          statement of Expenses for that year. If Tenant fails to give Landlord
          an Objection Notice within the 60 day period or fails to provide
          Landlord with a Review Notice within the 90 day period described
          above, Tenant shall be deemed to have approved Landlord's statement of
          Expenses and shall be barred from raising any claims regarding the
          Expenses for that year. If Tenant provides Landlord with a timely
          Objection Notice, Landlord and Tenant shall work together in good
          faith to resolve any issues raised in Tenant's Objection Notice. If
          Landlord and Tenant determine that Expenses for the calendar year are
          less than reported, Landlord shall provide Tenant with a credit
          against the next installment of Rent in the amount of the overpayment
          by Tenant. Likewise, if Landlord and Tenant determine that Expenses
          for the calendar year are greater than reported, Tenant shall pay
          Landlord the amount of any underpayment within 30 days. The records
          obtained by Tenant shall be treated as confidential. In no event shall
          Tenant be permitted to examine Landlord's records or to dispute any
          statement of Expenses unless Tenant has paid and continues to pay all
          Rent when due.

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V.        Compliance with Laws; Use.

          The Premises shall be used only for the Permitted Use and for no other
use whatsoever. Tenant shall not use or permit the use of the Premises for any
purpose which is illegal, dangerous to persons or property or which, in
Landlord's reasonable opinion, unreasonably disturbs any other tenants of the
Building or interferes with the operation of the Building. Tenant shall comply
with all Laws, including the Americans with Disabilities Act, regarding the
operation of Tenant's business and the use, condition, configuration and
occupancy of the Premises. Tenant, within 10 days after receipt, shall provide
Landlord with copies of any notices it receives regarding a violation or alleged
violation of any Laws. Tenant shall comply with the rules and regulations of the
Building attached as Exhibit B and such other reasonable rules and regulations
adopted by Landlord from time to time. Tenant shall also cause its agents,
contractors, subcontractors, employees, customers, and subtenants to comply with
all rules and regulations. Landlord shall not knowingly discriminate against
Tenant in Landlord's enforcement of the rules and regulations.

VI.       Security Deposit.

          The Security Deposit shall be delivered to Landlord upon the execution
of this Lease by Tenant and shall be held by Landlord without liability for
interest (unless required by Law) as security for the performance of Tenant's
obligations. The Security Deposit is not an advance payment of Rent or a measure
of Tenant's liability for damages. Landlord may, from time to time, without
prejudice to any other remedy, use all or a portion of the Security Deposit to
satisfy past due Rent or to cure any uncured default by Tenant. If Landlord uses
the Security Deposit, Tenant shall on demand restore the Security Deposit to its
original amount. Landlord shall return any unapplied portion of the Security
Deposit to Tenant within 45 days after the later to occur of: (1) the
determination of Tenant's Pro Rata Share of any Tax Excess and Expense Excess
for the final year of the Term; (2) the date Tenant surrenders possession of the
Premises to Landlord in accordance with this Lease; or (3) the Termination Date.
If Landlord transfers its interest in the Premises, Landlord may assign the
Security Deposit to the transferee and, following the assignment, Landlord shall
have no further liability for the return of the Security Deposit. Landlord shall
not be required to keep the Security Deposit separate from its other accounts.

VII.      Services to be Furnished by Landlord.

      A.  Landlord agrees to furnish Tenant with the following services: (1)
          Water service for use in the lavatories on each floor on which the
          Premises are located; (2) Heat and air conditioning in season during
          Normal Business Hours, at such temperatures and in such amounts as are
          standard for comparable buildings or as required by governmental
          authority. Tenant, upon such advance notice as is reasonably required
          by Landlord, shall have the right to receive HVAC service during hours
          other than Normal Business Hours. Tenant shall pay Landlord the
          standard charge for the additional service as reasonably determined by
          Landlord from time to time; (3) Maintenance and repair of the Property
          as described in Section IX.B.; (4) Janitor service on Business Days.
          If Tenant's use, floor covering or other improvements require special
          services in excess of the standard services for the Building, Tenant
          shall pay the additional cost attributable to the special services;
          (5) Elevator service; (6) Electricity to the Premises for general
          office use, in accordance with and subject to the terms and conditions
          in Article X; and (7) such other services as Landlord reasonably
          determines are necessary or appropriate for the Property.

      B.  Landlord's failure to furnish, or any interruption or termination of,
          services due to the application of Laws, the failure of any equipment,
          the performance of repairs, improvements or alterations, or the
          occurrence of any event or cause beyond the reasonable control of
          Landlord (a "Service Failure") shall not render Landlord liable to
          Tenant, constitute a constructive eviction of Tenant, give rise to an
          abatement of Rent, nor relieve Tenant from the obligation to fulfill
          any covenant or agreement. However, if the Premises, or a material
          portion of the Premises, is made untenantable for a period in excess
          of 3 consecutive Business Days as a result of the Service Failure,
          then Tenant, as its sole remedy, shall be entitled to receive an
          abatement of Rent payable hereunder during the period beginning
          retroactively on the 1/st/ Business Day of the Service Failure and
          ending on the day the service has been restored. If the entire
          Premises has not been rendered untenantable by the Service Failure,
          the amount of abatement that Tenant is entitled to receive shall be
          prorated based upon the percentage of the Premises rendered
          untenantable and not used by Tenant. In no

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          event, however, shall Landlord be liable to Tenant for any loss or
          damage, including the theft of Tenant's Property (defined in Article
          XV), arising out of or in connection with the failure of any security
          services, personnel or equipment.

VIII.     Leasehold Improvements.

          All improvements to the Premises (collectively, "Leasehold
Improvements") shall be owned by Landlord and shall remain upon the Premises
without compensation to Tenant. However, Landlord, by written notice to Tenant
within 30 days prior to the Termination Date, may require Tenant to remove, at
Tenant's expense: (1) Cable (defined in Section IX.A) installed by or for the
exclusive benefit of Tenant and located in the Premises or other portions of the
Building; and (2) any Leasehold Improvements that are performed by or for the
benefit of Tenant and, in Landlord's reasonable judgment, are of a nature that
would require removal and repair costs that are materially in excess of the
removal and repair costs associated with standard office improvements
(collectively referred to as "Required Removables"). Without limitation, it is
agreed that Required Removables include internal stairways, raised floors,
personal baths and showers, vaults, rolling file systems and structural
alterations and modifications of any type. The Required Removables designated by
Landlord shall be removed by Tenant before the Termination Date, provided that
upon prior written notice to Landlord, Tenant may remain in the Premises for up
to 5 days after the Termination Date for the sole purpose of removing the
Required Removables. Tenant's possession of the Premises shall be subject to all
of the terms and conditions of this Lease, including the obligation to pay Rent
on a per diem basis at the rate in effect for the last month of the Term. Tenant
shall repair damage caused by the installation or removal of Required
Removables. If Tenant fails to remove any Required Removables or perform related
repairs in a timely manner, Landlord, at Tenant's expense, may remove and
dispose of the Required Removables and perform the required repairs. Tenant,
within 30 days after receipt of an invoice, shall reimburse Landlord for the
reasonable costs incurred by Landlord. Notwithstanding the foregoing, Tenant, at
the time it requests approval for a proposed Alteration (defined in Section
IX.C), may request in writing that Landlord advise Tenant whether the Alteration
or any portion of the Alteration will be designated as a Required Removable.
Within 10 days after receipt of Tenant's request, Landlord shall advise Tenant
in writing as to which portions of the Alteration, if any, will be considered to
be Required Removables.

IX.       Repairs and Alterations.

      A.  Tenant's Repair Obligations. Tenant shall, at its sole cost and
          expense, promptly perform all maintenance and repairs to the Premises
          that are not Landlord's express responsibility under this Lease, and
          shall keep the Premises in good condition and repair, reasonable wear
          and tear excepted. Tenant's repair obligations include, without
          limitation, repairs to: (1) floor covering; (2) interior partitions;
          (3) doors; (4) the interior side of demising walls; (5) electronic,
          phone and data cabling and related equipment (collectively, "Cable")
          that is installed by or for the exclusive benefit of Tenant and
          located in the Premises or other portions of the Building; (6)
          supplemental air conditioning units, private showers and kitchens,
          including hot water heaters, plumbing, and similar facilities serving
          Tenant exclusively; and (7) Alterations performed by contractors
          retained by Tenant, including related HVAC balancing. All work shall
          be performed in accordance with the rules and procedures described in
          Section IX.C. below. If Tenant fails to make any repairs to the
          Premises for more than 15 days after notice from Landlord (although
          notice shall not be required if there is an emergency), Landlord may
          make the repairs, and Tenant shall pay the reasonable cost of the
          repairs to Landlord within 30 days after receipt of an invoice,
          together with an administrative charge in an amount equal to 10% of
          the cost of the repairs.

      B.  Landlord's Repair Obligations. Landlord shall keep and maintain in
          good repair and working order and make repairs to and perform
          maintenance upon: (1) structural elements of the Building; (2)
          mechanical (including HVAC), electrical, plumbing and fire/life safety
          systems serving the Building in general; (3) Common Areas; (4) the
          roof of the Building; (5) exterior windows of the Building; and (6)
          elevators serving the Building. Landlord shall promptly make repairs
          (considering the nature and urgency of the repair) for which Landlord
          is responsible.

      C.  Alterations. Tenant shall not make alterations, additions or
          improvements to the Premises or install any Cable in the Premises or
          other portions of the Building (collectively referred to as
          "Alterations") without first obtaining the written consent of Landlord
          in each instance, which consent shall not be unreasonably withheld or

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<PAGE>

      delayed. However, Landlord's consent shall not be required for any
      Alteration that satisfies all of the following criteria (a "Cosmetic
      Alteration"): (1) is of a cosmetic nature such as painting, wallpapering,
      hanging pictures and installing carpeting; (2) is not visible from the
      exterior of the Premises or Building; (3) will not affect the systems or
      structure of the Building; and (4) does not require work to be performed
      inside the walls or above the ceiling of the Premises. However, even
      though consent is not required, the performance of Cosmetic Alterations
      shall be subject to all the other provisions of this Section IX.C. Prior
      to starting work, Tenant shall furnish Landlord with plans and
      specifications reasonably acceptable to Landlord; names of contractors
      reasonably acceptable to Landlord (provided that Landlord may designate
      specific contractors with respect to Building systems); copies of
      contracts; necessary permits and approvals; evidence of contractor's and
      subcontractor's insurance in amounts reasonably required by Landlord; and
      any security for performance that is reasonably required by Landlord.
      Changes to the plans and specifications must also be submitted to Landlord
      for its approval. Alterations shall be constructed in a good and
      workmanlike manner using materials of a quality that is at least equal to
      the quality designated by Landlord as the minimum standard for the
      Building. Landlord may designate reasonable rules, regulations and
      procedures for the performance of work in the Building and, to the extent
      reasonably necessary to avoid disruption to the occupants of the Building,
      shall have the right to designate the time when Alterations may be
      performed. Tenant shall reimburse Landlord within 30 days after receipt of
      an invoice for sums paid by Landlord for third party examination of
      Tenant's plans for non-Cosmetic Alterations. In addition, within 30 days
      after receipt of an invoice from Landlord, Tenant shall pay Landlord a fee
      for Landlord's oversight and coordination of any non-Cosmetic Alterations
      equal to 10% of the cost of the non-Cosmetic Alterations. Upon completion,
      Tenant shall furnish "as-built" plans (except for Cosmetic Alterations),
      completion affidavits, full and final waivers of lien in recordable form
      and receipted bills covering all labor and materials. Tenant shall assure
      that the Alterations comply with all insurance requirements and Laws.
      Landlord's approval of an Alteration shall not be a representation by
      Landlord that the Alteration complies with applicable Laws or will be
      adequate for Tenant's use.

X.        Use of Electrical Services by Tenant.

      A.  Electricity used by Tenant in the Premises shall, at Landlord's
          option, be paid for by Tenant either: (1) through inclusion in
          Expenses (except as provided in Section X.B. for excess usage); (2)
          by a separate charge payable by Tenant to Landlord within 30 days
          after billing by Landlord; or (3) by separate charge billed by the
          applicable utility company and payable directly by Tenant.
          Electrical service to the Premises may be furnished by one or more
          companies providing electrical generation, transmission and
          distribution services, and the cost of electricity may consist of
          several different components or separate charges for such services,
          such as generation, distribution and stranded cost charges. Landlord
          shall have the exclusive right to select any company providing
          electrical service to the Premises, to aggregate the electrical
          service for the Property and Premises with other buildings, to
          purchase electricity through a broker and/or buyers group and to
          change the providers and manner of purchasing electricity. Landlord
          shall be entitled to receive a fee (if permitted by Law) for the
          selection of utility companies and the negotiation and
          administration of contracts for electricity, provided that the
          amount of such fee shall not exceed 50% of any savings obtained by
          Landlord.

      B.  Tenant's use of electrical service shall not exceed, either in
          voltage, rated capacity, use beyond Normal Business Hours or overall
          load, that which Landlord deems to be standard for the Building. If
          Tenant requests permission to consume excess electrical service,
          Landlord may refuse to consent or may condition consent upon
          conditions that Landlord reasonably elects (including, without
          limitation, the installation of utility service upgrades, meters,
          submeters, air handlers or cooling units), and the additional usage
          (to the extent permitted by Law), installation and maintenance costs
          shall be paid by Tenant. Landlord shall have the right to separately
          meter electrical usage for the Premises and to measure electrical
          usage by survey or other commonly accepted methods.

XI.       Entry by Landlord.

          Landlord, its agents, contractors and representatives may enter the
Premises to inspect or show the Premises, to clean and make repairs, alterations
or additions to the Premises, and to conduct or facilitate repairs, alterations
or additions to any portion of the Building, including

                                        9

<PAGE>

other tenants' premises. Except in emergencies or to provide janitorial and
other Building services after Normal Business Hours, Landlord shall provide
Tenant with reasonable prior notice of entry into the Premises, which may be
given orally. If reasonably necessary for the protection and safety of Tenant
and its employees, Landlord shall have the right to temporarily close all or a
portion of the Premises to perform repairs, alterations and additions. However,
except in emergencies, Landlord will not close the Premises if the work can
reasonably be completed on weekends and after Normal Business Hours. Entry by
Landlord shall not constitute constructive eviction or entitle Tenant to an
abatement or reduction of Rent.

XII.      Assignment and Subletting.

     A.   Except in connection with a Permitted Transfer (defined in Section
          XII.E. below), Tenant shall not assign, sublease, transfer or encumber
          any interest in this Lease or allow any third party to use any portion
          of the Premises (collectively or individually, a "Transfer") without
          the prior written consent of Landlord, which consent shall not be
          unreasonably withheld if Landlord does not elect to exercise its
          termination rights under Section XII.B below. Without limitation, it
          is agreed that Landlord's consent shall not be considered unreasonably
          withheld if: (1) the proposed transferee's financial condition does
          not meet the criteria Landlord uses to select Building tenants having
          similar leasehold obligations; (2) the proposed transferee's business
          is not suitable for the Building considering the business of the other
          tenants and the Building's prestige, or would result in a violation of
          another tenant's rights; (3) the proposed transferee is a governmental
          agency or occupant of the Building; (4) Tenant is in default after the
          expiration of the notice and cure periods in this Lease; or (5) any
          portion of the Building or Premises would likely become subject to
          additional or different Laws as a consequence of the proposed
          Transfer. Tenant shall not be entitled to receive monetary damages
          based upon a claim that Landlord unreasonably withheld its consent to
          a proposed Transfer and Tenant's sole remedy shall be an action to
          enforce any such provision through specific performance or declaratory
          judgment. Any attempted Transfer in violation of this Article shall,
          at Landlord's option, be void. Consent by Landlord to one or more
          Transfer(s) shall not operate as a waiver of Landlord's rights to
          approve any subsequent Transfers. In no event shall any Transfer or
          Permitted Transfer release or relieve Tenant from any obligation under
          this Lease.

     B.   As part of its request for Landlord's consent to a Transfer, Tenant
          shall provide Landlord with financial statements for the proposed
          transferee, a complete copy of the proposed assignment, sublease and
          other contractual documents and such other information as Landlord may
          reasonably request. Landlord shall, by written notice to Tenant within
          30 days of its receipt of the required information and documentation,
          either: (1) consent to the Transfer by the execution of a consent
          agreement in a form reasonably designated by Landlord or reasonably
          refuse to consent to the Transfer in writing; or (2) exercise its
          right to terminate this Lease with respect to the portion of the
          Premises that Tenant is proposing to assign or sublet. Any such
          termination shall be effective on the proposed effective date of the
          Transfer for which Tenant requested consent. Tenant shall pay Landlord
          a review fee of $750.00 for Landlord's review of any Permitted
          Transfer or requested Transfer, provided if Landlord's actual
          reasonable costs and expenses (including reasonable attorney's fees)
          exceed $750.00, Tenant shall reimburse Landlord for its actual
          reasonable costs and expenses in lieu of a fixed review fee.

     C.   Tenant shall pay Landlord 50% of all rent and other consideration
          which Tenant receives as a result of a Transfer that is in excess of
          the Rent payable to Landlord for the portion of the Premises and Term
          covered by the Transfer. Tenant shall pay Landlord for Landlord's
          share of any excess within 30 days after Tenant's receipt of such
          excess consideration. Tenant may deduct from the excess all reasonable
          and customary expenses directly incurred by Tenant attributable to the
          Transfer (other than Landlord's review fee), including brokerage fees,
          legal fees and construction costs. If Tenant is in Monetary Default
          (defined in Section XIX.A. below), Landlord may require that all
          sublease payments be made directly to Landlord, in which case Tenant
          shall receive a credit against Rent in the amount of any payments
          received (less Landlord's share of any excess).

     D.   Except as provided below with respect to a Permitted Transfer, if
          Tenant is a corporation, limited liability company, partnership, or
          similar entity, and if the entity which owns or controls a majority of
          the voting shares/rights at any time changes for any reason (including
          but not limited to a merger, consolidation or reorganization), such

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<PAGE>

          change of ownership or control shall constitute a Transfer. The
          foregoing shall not apply so long as Tenant is an entity whose
          outstanding stock is listed on a recognized security exchange, or if
          at least 80% of its voting stock is owned by another entity, the
          voting stock of which is so listed.

     E.   Tenant may assign its entire interest under this Lease to a successor
          to Tenant by purchase, merger, consolidation or reorganization without
          the consent of Landlord, provided that all of the following conditions
          are satisfied (a "Permitted Transfer"): (1) Tenant is not in default
          under this Lease; (2) Tenant's successor shall own all or
          substantially all of the assets of Tenant; (3) Tenant's successor
          shall have a net worth which is at least equal to the greater of
          Tenant's net worth at the date of this Lease or Tenant's net worth as
          of the day prior to the proposed purchase, merger, consolidation or
          reorganization; (4) the Permitted Use does not allow the Premises to
          be used for retail purposes; and (5) Tenant shall give Landlord
          written notice at least 30 days prior to the effective date of the
          proposed purchase, merger, consolidation or reorganization. Tenant's
          notice to Landlord shall include information and documentation showing
          that each of the above conditions has been satisfied. If requested by
          Landlord, Tenant's successor shall sign a commercially reasonable form
          of assumption agreement.

XIII.     Liens.

          Tenant shall not permit mechanic's or other liens to be placed upon
the Property, Premises or Tenant's leasehold interest in connection with any
work or service done or purportedly done by or for benefit of Tenant. If a lien
is so placed, Tenant shall, within 10 days of notice from Landlord of the filing
of the lien, fully discharge the lien by settling the claim which resulted in
the lien or by bonding or insuring over the lien in the manner prescribed by the
applicable lien Law. If Tenant fails to discharge the lien, then, in addition to
any other right or remedy of Landlord, Landlord may bond or insure over the lien
or otherwise discharge the lien. Tenant shall reimburse Landlord for any amount
paid by Landlord to bond or insure over the lien or discharge the lien,
including, without limitation, reasonable attorneys' fees (if and to the extent
permitted by Law) within 30 days after receipt of an invoice from Landlord.

XIV.      Indemnity and Waiver of Claims.

     A.   Except to the extent caused by the negligence or willful misconduct of
          Landlord or any Landlord Related Parties (defined below), Tenant shall
          indemnify, defend and hold Landlord, its trustees, members,
          principals, beneficiaries, partners, officers, directors, employees,
          Mortgagee(s) (defined in Article XXVI) and agents ("Landlord Related
          Parties") harmless against and from all liabilities, obligations,
          damages, penalties, claims, actions, costs, charges and expenses,
          including, without limitation, reasonable attorneys' fees and other
          professional fees (if and to the extent permitted by Law), which may
          be imposed upon, incurred by or asserted against Landlord or any of
          the Landlord Related Parties and arising out of or in connection with
          any damage or injury occurring in the Premises or any acts or
          omissions (including violations of Law) of Tenant, the Tenant Related
          Parties (defined below) or any of Tenant's transferees, contractors or
          licensees.

     B.   Except to the extent caused by the negligence or willful misconduct of
          Tenant or any Tenant Related Parties (defined below), Landlord shall
          indemnify, defend and hold Tenant, its trustees, members, principals,
          beneficiaries, partners, officers, directors, employees and agents
          ("Tenant Related Parties") harmless against and from all liabilities,
          obligations, damages, penalties, claims, actions, costs, charges and
          expenses, including, without limitation, reasonable attorneys' fees
          and other professional fees (if and to the extent permitted by Law),
          which may be imposed upon, incurred by or asserted against Tenant or
          any of the Tenant Related Parties and arising out of or in connection
          with the acts or omissions (including violations of Law) of Landlord,
          the Landlord Related Parties or any of Landlord's contractors.

     C.   Landlord and the Landlord Related Parties shall not be liable for, and
          Tenant waives, all claims for loss or damage to Tenant's business or
          loss, theft or damage to Tenant's Property or the property of any
          person claiming by, through or under Tenant resulting from: (1) wind
          or weather; (2) the failure of any sprinkler, heating or
          air-conditioning equipment, any electric wiring or any gas, water or
          steam pipes; (3) the backing up of any sewer pipe or downspout; (4)
          the bursting, leaking or running of any tank, water closet, drain or
          other pipe; (5) water, snow or ice upon or coming through the roof,
          skylight, stairs, doorways, windows, walks or any other place upon or
          near the Building;

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<PAGE>

          (6) any act or omission of any party other than Landlord or Landlord
          Related Parties; and (7) any causes not reasonably within the control
          of Landlord. Tenant shall insure itself against such losses under
          Article XV below.

XV.       Insurance.

          Tenant shall carry and maintain the following insurance ("Tenant's
Insurance"), at its sole cost and expense: (1) Commercial General Liability
Insurance applicable to the Premises and its appurtenances providing, on an
occurrence basis, a minimum combined single limit of $1,000,000.00; (2) All Risk
Property Insurance written at replacement cost value and with a replacement cost
endorsement covering all of Tenant's trade fixtures, equipment, furniture and
other personal property within the Premises ("Tenant's Property"); (3) Workers'
Compensation Insurance as required by the state in which the Premises is located
and in amounts as may be required by applicable statute; and (4) Employers
Liability Coverage of at least $500,000.00 per occurrence. Any company writing
any of Tenant's Insurance shall have an A.M. Best rating of not less than
A-VIII. All Commercial General Liability Insurance policies shall name Tenant as
a named insured and Landlord (or any successor), Equity Office Properties Trust,
a Maryland real estate investment trust, EOP Operating Limited Partnership, a
Delaware limited partnership, and their respective members, principals,
beneficiaries, partners, officers, directors, employees, and agents, and other
designees of Landlord as the interest of such designees shall appear, as
additional insureds. All policies of Tenant's Insurance shall contain
endorsements that the insurer(s) shall give Landlord and its designees at least
30 days' advance written notice of any change, cancellation, termination or
lapse of insurance. Tenant shall provide Landlord with a certificate of
insurance evidencing Tenant's Insurance prior to the earlier to occur of the
Commencement Date or the date Tenant is provided with possession of the Premises
for any reason, and upon renewals at least 15 days prior to the expiration of
the insurance coverage. So long as the same is available at commercially
reasonable rates, Landlord shall maintain so called All Risk property insurance
on the Building at replacement cost value, as reasonably estimated by Landlord.
Except as specifically provided to the contrary, the limits of either party's'
insurance shall not limit such party's liability under this Lease.

XVI.      Subrogation.

          Notwithstanding anything in this Lease to the contrary, Landlord and
Tenant hereby waive and shall cause their respective insurance carriers to waive
any and all rights of recovery, claim, action or causes of action against the
other and their respective trustees, principals, beneficiaries, partners,
officers, directors, agents, and employees, for any loss or damage that may
occur to Landlord or Tenant or any party claiming by, through or under Landlord
or Tenant, as the case may be, with respect to Tenant's Property, the Building,
the Premises, any additions or improvements to the Building or Premises, or any
contents thereof, INCLUDING ALL RIGHTS OF RECOVERY, CLAIMS, ACTIONS OR CAUSES OF
ACTION ARISING OUT OF THE NEGLIGENCE OF LANDLORD OR ANY LANDLORD RELATED PARTIES
OR THE NEGLIGENCE OF TENANT OR ANY TENANT RELATED PARTIES, which loss or damage
is (or would have been, had the insurance required by this Lease been carried)
covered by insurance.

XVII.     Casualty Damage.

     A.   If all or any part of the Premises is damaged by fire or other
          casualty, Tenant shall immediately notify Landlord in writing. During
          any period of time that all or a material portion of the Premises is
          rendered untenantable as a result of a fire or other casualty, the
          Rent shall abate for the portion of the Premises that is untenantable
          and not used by Tenant. Landlord shall have the right to terminate
          this Lease if: (1) the Building shall be damaged so that, in
          Landlord's reasonable judgment, substantial alteration or
          reconstruction of the Building shall be required (whether or not the
          Premises has been damaged); (2) Landlord is not permitted by Law to
          rebuild the Building in substantially the same form as existed before
          the fire or casualty; (3) the Premises have been materially damaged
          and there is less than 2 years of the Term remaining on the date of
          the casualty; (4) any Mortgagee requires that the insurance proceeds
          be applied to the payment of the mortgage debt; or (5) a material
          uninsured loss to the Building occurs. Landlord may exercise its right
          to terminate this Lease by notifying Tenant in writing within 90 days
          after the date of the casualty. If Landlord does not terminate this
          Lease, Landlord shall commence and proceed with reasonable diligence
          to repair and restore the Building and the Leasehold Improvements
          (excluding any Alterations that were performed by Tenant in violation
          of this Lease). However, in no event shall Landlord be

                                       12

<PAGE>

          required to spend more than the insurance proceeds received by
          Landlord. Landlord shall not be liable for any loss or damage to
          Tenant's Property or to the business of Tenant resulting in any way
          from the fire or other casualty or from the repair and restoration of
          the damage. Landlord and Tenant hereby waive the provisions of any Law
          relating to the matters addressed in this Article, and agree that
          their respective rights for damage to or destruction of the Premises
          shall be those specifically provided in this Lease.

     B.   If all or any portion of the Premises shall be made untenantable by
          fire or other casualty, Landlord shall, with reasonable promptness,
          cause an architect or general contractor selected by Landlord to
          provide Landlord and Tenant with a written estimate of the amount of
          time required to substantially complete the repair and restoration of
          the Premises and make the Premises tenantable again, using standard
          working methods ("Completion Estimate"). If the Completion Estimate
          indicates that the Premises cannot be made tenantable within 180 days
          from the date the repair and restoration is started, then regardless
          of anything in Section XVII.A above to the contrary, either party
          shall have the right to terminate this Lease by giving written notice
          to the other of such election within 10 days after receipt of the
          Completion Estimate. Tenant, however, shall not have the right to
          terminate this Lease if the fire or casualty was caused by the
          negligence or intentional misconduct of Tenant, Tenant Related Parties
          or any of Tenant's transferees, contractors or licensees.

XVIII.    Condemnation.

          Either party may terminate this Lease if the whole or any material
part of the Premises shall be taken or condemned for any public or quasi-public
use under Law, by eminent domain or private purchase in lieu thereof (a
"Taking"). Landlord shall also have the right to terminate this Lease if there
is a Taking of any portion of the Building or Property which would leave the
remainder of the Building unsuitable for use as an office building in a manner
comparable to the Building's use prior to the Taking. In order to exercise its
right to terminate the Lease, Landlord or Tenant, as the case may be, must
provide written notice of termination to the other within 45 days after the
terminating party first receives notice of the Taking. Any such termination
shall be effective as of the date the physical taking of the Premises or the
portion of the Building or Property occurs. If this Lease is not terminated, the
Rentable Square Footage of the Building, the Rentable Square Footage of the
Premises and Tenant's Pro Rata Share shall, if applicable, be appropriately
adjusted. In addition, Rent for any portion of the Premises taken or condemned
shall be abated during the unexpired Term of this Lease effective when the
physical taking of the portion of the Premises occurs. All compensation awarded
for a Taking, or sale proceeds, shall be the property of Landlord, any right to
receive compensation or proceeds being expressly waived by Tenant. However,
Tenant may file a separate claim at its sole cost and expense for Tenant's
Property and Tenant's reasonable relocation expenses, provided the filing of the
claim does not diminish the award which would otherwise be receivable by
Landlord.

XIX.      Events of Default.

     Tenant shall be considered to be in default of this Lease upon the
occurrence of any of the following events of default:

     A.   Tenant's failure to pay when due all or any portion of the Rent, if
          the failure continues for 5 Business Days after written notice to
          Tenant ("Monetary Default").

     B.   Tenant's failure (other than a Monetary Default) to comply with any
          term, provision or covenant of this Lease, if the failure is not cured
          within 10 days after written notice to Tenant. However, if Tenant's
          failure to comply cannot reasonably be cured within 10 days, Tenant
          shall be allowed additional time (not to exceed 60 days) as is
          reasonably necessary to cure the failure so long as: (1) Tenant
          commences to cure the failure within 10 days, and (2) Tenant
          diligently pursues a course of action that will cure the failure and
          bring Tenant back into compliance with the Lease. However, if Tenant's
          failure to comply creates a hazardous condition, the failure must be
          cured immediately upon notice to Tenant. In addition, if Landlord
          provides Tenant with notice of Tenant's failure to comply with any
          particular term, provision or covenant of the Lease on 3 occasions
          during any 12 month period, Tenant's subsequent violation of such
          term, provision or covenant shall, at Landlord's option, be an
          incurable event of default by Tenant.

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<PAGE>

     C.   Tenant or any Guarantor becomes insolvent, makes a transfer in fraud
          of creditors or makes an assignment for the benefit of creditors, or
          admits in writing its inability to pay its debts when due.

     D.   The leasehold estate is taken by process or operation of Law.

     E    In the case of any ground floor or retail Tenant, Tenant does not take
          possession of, or abandons or vacates all or any portion of the
          Premises.

     F.   Tenant is in default beyond any notice and cure period under any other
          lease or agreement with Landlord, including, without limitation, any
          lease or agreement for parking.

XX.       Remedies.

     A.   Upon any default, Landlord shall have the right without notice or
          demand (except as provided in Article XIX) to pursue any of its rights
          and remedies at Law or in equity, including any one or more of the
          following remedies:

          1.   Terminate this Lease, in which case Tenant shall immediately
               surrender the Premises to Landlord. If Tenant fails to surrender
               the Premises, Landlord may, in compliance with applicable Law and
               without prejudice to any other right or remedy, enter upon and
               take possession of the Premises and expel and remove Tenant,
               Tenant's Property and any party occupying all or any part of the
               Premises. Tenant shall pay Landlord on demand the amount of all
               past due Rent and other losses and damages which Landlord may
               suffer as a result of Tenant's default, whether by Landlord's
               inability to relet the Premises on satisfactory terms or
               otherwise, including, without limitation, all Costs of Reletting
               (defined below) and any deficiency that may arise from reletting
               or the failure to relet the Premises. "Costs of Reletting" shall
               include all costs and expenses incurred by Landlord in reletting
               or attempting to relet the Premises, including, without
               limitation, reasonable legal fees, brokerage commissions, the
               cost of alterations and the value of other concessions or
               allowances granted to a new tenant.

          2.   Terminate Tenant's right to possession of the Premises and change
               the locks, without judicial process, and, in compliance with
               applicable Law, expel and remove Tenant, Tenant's Property and
               any parties occupying all or any part of the Premises. If
               Landlord terminates Tenant's possession of the Premises under
               this Section XX.A.2., Landlord shall have no obligation to post
               any notice and Landlord shall have no obligation whatsoever to
               tender to Tenant a key for new locks installed in the Premises.
               Landlord may (but shall not be obligated to) relet all or any
               part of the Premises, without notice to Tenant, for a term that
               may be greater or less than the balance of the Term and on such
               conditions (which may include concessions, free rent and
               alterations of the Premises) and for such uses as Landlord in its
               absolute discretion shall determine. Landlord may collect and
               receive all rents and other income from the reletting. Tenant
               shall pay Landlord on demand all past due Rent, all Costs of
               Reletting and any deficiency arising from the reletting or
               failure to relet the Premises. Landlord shall not be responsible
               or liable for the failure to relet all or any part of the
               Premises or for the failure to collect any Rent. The re-entry or
               taking of possession of the Premises shall not be construed as an
               election by Landlord to terminate this Lease unless a written
               notice of termination is given to Tenant.

          3.   In lieu of calculating damages under Sections XX.A.1 or XX.A.2
               above, Landlord may elect to receive as damages the sum of (a)
               all Rent accrued through the date of termination of this Lease or
               Tenant's right to possession, and (b) an amount equal to the
               total Rent that Tenant would have been required to pay for the
               remainder of the Term discounted to present value at the Prime
               Rate (defined in Section XX.B. below) then in effect, minus the
               then present fair rental value of the Premises for the remainder
               of the Term, similarly discounted, after deducting all
               anticipated Costs of Reletting.

     B.   Unless expressly provided in this Lease, the repossession or
          re-entering of all or any part of the Premises shall not relieve
          Tenant of its liabilities and obligations under the Lease. No right or
          remedy of Landlord shall be exclusive of any other right or remedy.
          Each right and remedy shall be cumulative and in addition to any other
          right and

                                       14

<PAGE>

          remedy now or subsequently available to Landlord at Law or in equity.
          If Landlord declares Tenant to be in default, Landlord shall be
          entitled to receive interest on any unpaid item of Rent at a rate
          equal to the Prime Rate plus 4%. For purposes hereof, the "Prime Rate"
          shall be the per annum interest rate publicly announced as its prime
          or base rate by a federally insured bank selected by Landlord in the
          state in which the Building is located. Forbearance by Landlord to
          enforce one or more remedies shall not constitute a waiver of any
          default.

XXI.      Limitation of Liability.

          NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS LEASE, THE
LIABILITY OF LANDLORD (AND OF ANY SUCCESSOR LANDLORD) TO TENANT SHALL BE LIMITED
TO THE INTEREST OF LANDLORD IN THE PROPERTY. TENANT SHALL LOOK SOLELY TO
LANDLORD'S INTEREST IN THE PROPERTY FOR THE RECOVERY OF ANY JUDGMENT OR AWARD
AGAINST LANDLORD. NEITHER LANDLORD NOR ANY LANDLORD RELATED PARTY SHALL BE
PERSONALLY LIABLE FOR ANY JUDGMENT OR DEFICIENCY. BEFORE FILING SUIT FOR AN
ALLEGED DEFAULT BY LANDLORD, TENANT SHALL GIVE LANDLORD AND THE MORTGAGEE(S)
(DEFINED IN ARTICLE XXVI BELOW) WHOM TENANT HAS BEEN NOTIFIED HOLD MORTGAGES
(DEFINED IN ARTICLE XXVI BELOW) ON THE PROPERTY, BUILDING OR PREMISES, NOTICE
AND REASONABLE TIME TO CURE THE ALLEGED DEFAULT.

XXII.     No Waiver.

          Either party's failure to declare a default immediately upon its
occurrence, or delay in taking action for a default shall not constitute a
waiver of the default, nor shall it constitute an estoppel. Either party's
failure to enforce its rights for a default shall not constitute a waiver of its
rights regarding any subsequent default. Receipt by Landlord of Tenant's keys to
the Premises shall not constitute an acceptance or surrender of the Premises.

XXIII.    Quiet Enjoyment.

          Tenant shall, and may peacefully have, hold and enjoy the Premises,
subject to the terms of this Lease, provided Tenant pays the Rent and fully
performs all of its covenants and agreements. This covenant and all other
covenants of Landlord shall be binding upon Landlord and its successors only
during its or their respective periods of ownership of the Building, and shall
not be a personal covenant of Landlord or the Landlord Related Parties.

XXIV.     Relocation.

          Landlord, at its expense, at any time before or during the Term, may
relocate Tenant from the Premises to reasonably comparable space ("Relocation
Space") within the Building or adjacent buildings within the same project upon
60 days' prior written notice to Tenant. From and after the date of the
relocation, "Premises" shall refer to the Relocation Space into which Tenant has
been moved and the Base Rent and Tenant's Pro Rata Share shall be adjusted based
on the rentable square footage of the Relocation Space. Landlord shall pay
Tenant's reasonable costs for moving Tenant's furniture and equipment and
printing and distributing notices to Tenant's customers of Tenant's change of
address and one month's supply of stationery showing the new address.
Notwithstanding the foregoing, if Landlord provides Tenant with a notice of
relocation and Tenant, in its reasonable judgment, determines that the
Relocation Space is not comparable to the Premises, Tenant shall have the right
to terminate this Lease by giving written notice of termination to Landlord
within 10 days after the date of Landlord's notice of relocation to Tenant.
Tenant's notice of termination shall set forth the reasons why Tenant believes
the Relocation Space is not comparable to the Premises. Such termination shall
be effective 60 days after the date of Landlord's notice of relocation, provided
that Landlord, within 10 days after receipt of Tenant's notice of termination,
shall have the right to withdraw its notice of relocation. In such event, this
Lease shall continue in full force and effect as if Landlord had never provided
Tenant with a notice of relocation.

XXV.      Holding Over.

          Except for any permitted occupancy by Tenant under Article VIII, if
Tenant fails to surrender the Premises at the expiration or earlier termination
of this Lease, occupancy of the Premises after the termination or expiration
shall be that of a tenancy at sufferance. Tenant's occupancy of the Premises
during the holdover shall be subject to all the terms and provisions of this
Lease and Tenant shall pay an amount (on a per month basis without reduction for

                                       15

<PAGE>

partial months during the holdover) equal to 150% of the greater of: (1) the sum
of the Base Rent and Additional Rent due for the period immediately preceding
the holdover; or (2) the fair market gross rental for the Premises as reasonably
determined by Landlord. No holdover by Tenant or payment by Tenant after the
expiration or early termination of this Lease shall be construed to extend the
Term or prevent Landlord from immediate recovery of possession of the Premises
by summary proceedings or otherwise. In addition to the payment of the amounts
provided above, if Landlord is unable to deliver possession of the Premises to a
new tenant, or to perform improvements for a new tenant, as a result of Tenant's
holdover and Tenant fails to vacate the Premises within 15 days after Landlord
notifies Tenant of Landlord's inability to deliver possession, or perform
improvements, Tenant shall be liable to Landlord for all damages, including,
without limitation, consequential damages, that Landlord suffers from the
holdover.

XXVI.     Subordination to Mortgages; Estoppel Certificate.

          Tenant accepts this Lease subject and subordinate to any mortgage(s),
deed(s) of trust, ground lease(s) or other lien(s) now or subsequently arising
upon the Premises, the Building or the Property, and to renewals, modifications,
refinancings and extensions thereof (collectively referred to as a "Mortgage").
The party having the benefit of a Mortgage shall be referred to as a Mortgagee.
This clause shall be self-operative, but upon request from a Mortgagee, Tenant
shall execute a commercially reasonable subordination agreement in favor of the
Mortgagee. In lieu of having the Mortgage be superior to this Lease, a Mortgagee
shall have the right at any time to subordinate its Mortgage to this Lease. If
requested by a successor-in-interest to all or a part of Landlord's interest in
the Lease, Tenant shall, without charge, attorn to the successor-in-interest.
Landlord and Tenant shall each, within 10 days after receipt of a written
request from the other, execute and deliver an estoppel certificate to those
parties as are reasonably requested by the other (including a Mortgagee or
prospective purchaser). The estoppel certificate shall include a statement
certifying that this Lease is unmodified (except as identified in the estoppel
certificate) and in full force and effect, describing the dates to which Rent
and other charges have been paid, representing that, to such party's actual
knowledge, there is no default (or stating the nature of the alleged default)
and indicating other matters with respect to the Lease that may reasonably be
requested.

XXVII.    Attorneys' Fees.

          If either party institutes a suit against the other for violation of
or to enforce any covenant or condition of this Lease, or if either party
intervenes in any suit in which the other is a party to enforce or protect its
interest or rights, the prevailing party shall be entitled to all of its costs
and expenses, including, without limitation, reasonable attorneys' fees.

XXVIII.   Notice.

          If a demand, request, approval, consent or notice (collectively
referred to as a "notice") shall or may be given to either party by the other,
the notice shall be in writing and delivered by hand or sent by registered or
certified mail with return receipt requested, or sent by overnight or same day
courier service at the party's respective Notice Address(es) set forth in
Article I, except that if Tenant has vacated the Premises (or if the Notice
Address for Tenant is other than the Premises, and Tenant has vacated such
address) without providing Landlord a new Notice Address, Landlord may serve
notice in any manner described in this Article or in any other manner permitted
by Law. Each notice shall be deemed to have been received or given on the
earlier to occur of actual delivery or the date on which delivery is refused,
or, if Tenant has vacated the Premises or the other Notice Address of Tenant
without providing a new Notice Address, 3 days after notice is deposited in the
U.S. mail or with a courier service in the manner described above. Either party
may, at any time, change its Notice Address (other than to a post office box
address) by giving the other party written notice of the new address in the
manner described in this Article.

XXIX.     Excepted Rights.

          This Lease does not grant any rights to light or air over or about the
Building. Landlord excepts and reserves exclusively to itself the use of: (1)
roofs, (2) telephone, electrical and janitorial closets, (3) equipment rooms,
Building risers or similar areas that are used by Landlord for the provision of
Building services, (4) rights to the land and improvements below the floor of
the Premises, (5) the improvements and air rights above the Premises, (6) the
improvements and air rights outside the demising walls of the Premises, and (7)
the areas within the Premises used for the installation of utility lines and
other installations serving

                                       16

<PAGE>

occupants of the Building. Landlord has the right to change the Building's name
or address. Landlord also has the right to make such other changes to the
Property and Building as Landlord deems appropriate, provided the changes do not
materially affect Tenant's ability to use the Premises for the Permitted Use.
Landlord shall also have the right (but not the obligation) to temporarily close
the Building if Landlord reasonably determines that there is an imminent danger
of significant damage to the Building or of personal injury to Landlord's
employees or the occupants of the Building. The circumstances under which
Landlord may temporarily close the Building shall include, without limitation,
electrical interruptions, hurricanes and civil disturbances. A closure of the
Building under such circumstances shall not constitute a constructive eviction
nor entitle Tenant to an abatement or reduction of Rent.

XXX.      Surrender of Premises.

          At the expiration or earlier termination of this Lease or Tenant's
right of possession, Tenant shall remove Tenant's Property (defined in Article
XV) from the Premises, and quit and surrender the Premises to Landlord, broom
clean, and in good order, condition and repair, ordinary wear and tear excepted.
Tenant shall also be required to remove the Required Removables in accordance
with Article VIII. If Tenant fails to remove any of Tenant's Property within 2
days after the termination of this Lease or of Tenant's right to possession,
Landlord, at Tenant's sole cost and expense, shall be entitled (but not
obligated) to remove and store Tenant's Property. Landlord shall not be
responsible for the value, preservation or safekeeping of Tenant's Property.
Tenant shall pay Landlord, upon demand, the expenses and storage charges
incurred for Tenant's Property. In addition, if Tenant fails to remove Tenant's
Property from the Premises or storage, as the case may be, within 30 days after
written notice, Landlord may deem all or any part of Tenant's Property to be
abandoned, and title to Tenant's Property shall be deemed to be immediately
vested in Landlord.

XXXI.     Miscellaneous.

     A.   This Lease and the rights and obligations of the parties shall be
          interpreted, construed and enforced in accordance with the Laws of the
          state in which the Building is located and Landlord and Tenant hereby
          irrevocably consent to the jurisdiction and proper venue of such
          state. If any term or provision of this Lease shall to any extent be
          invalid or unenforceable, the remainder of this Lease shall not be
          affected, and each provision of this Lease shall be valid and enforced
          to the fullest extent permitted by Law. The headings and titles to the
          Articles and Sections of this Lease are for convenience only and shall
          have no effect on the interpretation of any part of the Lease.

     B.   Tenant shall not record this Lease or any memorandum without
          Landlord's prior written consent.

     C.   Landlord and Tenant hereby waive any right to trial by jury in any
          proceeding based upon a breach of this Lease.

     D.   Whenever a period of time is prescribed for the taking of an action by
          Landlord or Tenant, the period of time for the performance of such
          action shall be extended by the number of days that the performance is
          actually delayed due to strikes, acts of God, shortages of labor or
          materials, war, civil disturbances and other causes beyond the
          reasonable control of the performing party ("Force Majeure"). However,
          events of Force Majeure shall not extend any period of time for the
          payment of Rent or other sums payable by either party or any period of
          time for the written exercise of an option or right by either party.

     E.   Landlord shall have the right to transfer and assign, in whole or in
          part, all of its rights and obligations under this Lease and in the
          Building and/or Property referred to herein, and upon such transfer
          Landlord shall be released from any further obligations hereunder, and
          Tenant agrees to look solely to the successor in interest of Landlord
          for the performance of such obligations.

     F.   Tenant represents that it has dealt directly with and only with the
          Broker as a broker in connection with this Lease. Tenant shall
          indemnify and hold Landlord and the Landlord Related Parties harmless
          from all claims of any other brokers claiming to have represented
          Tenant in connection with this Lease. Landlord agrees to indemnify and
          hold Tenant and the Tenant Related Parties harmless from all claims of
          any brokers claiming to have represented Landlord in connection with
          this Lease.

                                       17

<PAGE>

     G.   Tenant covenants, warrants and represents that: (1) each individual
          executing, attesting and/or delivering this Lease on behalf of Tenant
          is authorized to do so on behalf of Tenant; (2) this Lease is binding
          upon Tenant; and (3) Tenant is duly organized and legally existing in
          the state of its organization and is qualified to do business in the
          state in which the Premises are located. If there is more than one
          Tenant, or if Tenant is comprised of more than one party or entity,
          the obligations imposed upon Tenant shall be joint and several
          obligations of all the parties and entities. Notices, payments and
          agreements given or made by, with or to any one person or entity shall
          be deemed to have been given or made by, with and to all of them.

     H.   Time is of the essence with respect to Tenant's exercise of any
          expansion, renewal or extension rights granted to Tenant. This Lease
          shall create only the relationship of landlord and tenant between the
          parties, and not a partnership, joint venture or any other
          relationship. This Lease and the covenants and conditions in this
          Lease shall inure only to the benefit of and be binding only upon
          Landlord and Tenant and their permitted successors and assigns.

     I.   The expiration of the Term, whether by lapse of time or otherwise,
          shall not relieve either party of any obligations which accrued prior
          to or which may continue to accrue after the expiration or early
          termination of this Lease. Without limiting the scope of the prior
          sentence, it is agreed that Tenant's obligations under Articles IV,
          VIII, XIV, XX, XXV and XXX shall survive the expiration or early
          termination of this Lease.

     J.   Landlord has delivered a copy of this Lease to Tenant for Tenant's
          review only, and the delivery of it does not constitute an offer to
          Tenant or an option. This Lease shall not be effective against any
          party hereto until an original copy of this Lease has been signed by
          such party.

     K.   All understandings and agreements previously made between the parties
          are superseded by this Lease, and neither party is relying upon any
          warranty, statement or representation not contained in this Lease.
          This Lease may be modified only by a written agreement signed by
          Landlord and Tenant.

     L.   Tenant, within 15 days after request, shall provide Landlord with a
          current financial statement and such other information as Landlord may
          reasonably request in order to create a "business profile" of Tenant
          and determine Tenant's ability to fulfill its obligations under this
          Lease. Landlord, however, shall not require Tenant to provide such
          information unless Landlord is requested to produce the information in
          connection with a proposed financing or sale of the Building. Upon
          written request by Tenant, Landlord shall enter into a commercially
          reasonable confidentiality agreement covering any confidential
          information that is disclosed by Tenant.

     M.   TENANT HEREBY WAIVES ALL RIGHTS TO PROTEST THE APPRAISED VALUE OF THE
          PROPERTY OR TO APPEAL THE SAME AND ALL RIGHTS TO RECEIVE NOTICES OF
          REAPPRAISALS AS SET FORTH IN SECTIONS 41.413 AND 42.015 OF THE TEXAS
          TAX CODE.

XXXII.    Entire Agreement.

          This Lease and the following exhibits and attachments, attached hereto
and incorporated herein by this reference, constitute the entire agreement
between the parties and supersede all prior agreements and understandings
related to the Premises, including all lease proposals, letters of intent and
other documents: Exhibit A (Outline and Location of Premises), Exhibit B (Rules
and Regulations), Exhibit C (Commencement Letter), Exhibit D (Work Letter
Agreement), Exhibit E (Additional Provisions) and Exhibit F (Lender Addendum).

                                       18

<PAGE>

     Landlord and Tenant have executed this Lease as of the day and year first
above written.

                                        LANDLORD:

                                        SAN FELIPE PLAZA, LTD., a Texas limited
                                        partnership


                                        By:  EOP-San Felipe GP, L.L.C., a
                                             Delaware limited liability company,
                                             its general partner

                                             By:  EOP Operating Limited
                                                  Partnership, a Delaware
                                                  limited partnership, its sole
                                                  member

                                                  By:  Equity Office
                                                       Properties Trust, a
                                                       Maryland real estate
                                                       investment trust, its
                                                       general partner

                                                  By:  /s/ Brad Fricks
                                                     ---------------------------
                                                  Name:  Brad Fricks
                                                  Title: Vice President -
                                                         Leasing


                                        TENANT:  DWANGO NORTH AMERICA, INC., a
                                                 Texas corporation


                                        By:  /s/ R. E. Huntley
                                           -------------------------------------
                                        Name:  R. E. Huntley
                                        Title: CEO

<PAGE>

                                    EXHIBIT A

                        OUTLINE AND LOCATION OF PREMISES
                        --------------------------------

<PAGE>

                                    EXHIBIT B

                         BUILDING RULES AND REGULATIONS
                         ------------------------------

     The following rules and regulations shall apply, where applicable, to the
Premises, the Building, the parking garage (if any), the Property and the
appurtenances. Capitalized terms have the same meaning as defined in the Lease.

1.   Sidewalks, doorways, vestibules, halls, stairways and other similar areas
     shall not be obstructed by Tenant or used by Tenant for any purpose other
     than ingress and egress to and from the Premises. No rubbish, litter,
     trash, or material shall be placed, emptied, or thrown in those areas. At
     no time shall Tenant permit Tenant's employees to loiter in Common Areas or
     elsewhere about the Building or Property.

2.   Plumbing fixtures and appliances shall be used only for the purposes for
     which designed, and no sweepings, rubbish, rags or other unsuitable
     material shall be thrown or placed in the fixtures or appliances. Damage
     resulting to fixtures or appliances by Tenant, its agents, employees or
     invitees, shall be paid for by Tenant, and Landlord shall not be
     responsible for the damage.

3.   No signs, advertisements or notices shall be painted or affixed to windows,
     doors or other parts of the Building, except those of such color, size,
     style and in such places as are first approved in writing by Landlord. All
     tenant identification and suite numbers at the entrance to the Premises
     shall be installed by Landlord, at Tenant's cost and expense, using the
     standard graphics for the Building. Except in connection with the hanging
     of lightweight pictures and wall decorations, no nails, hooks or screws
     shall be inserted into any part of the Premises or Building except by the
     Building maintenance personnel.

4.   Landlord may provide and maintain in the first floor (main lobby) of the
     Building an alphabetical directory board or other directory device listing
     tenants, and no other directory shall be permitted unless previously
     consented to by Landlord in writing.

5.   Tenant shall not place any lock(s) on any door in the Premises or Building
     without Landlord's prior written consent and Landlord shall have the right
     to retain at all times and to use keys to all locks within and into the
     Premises. A reasonable number of keys to the locks on the entry doors in
     the Premises shall be furnished by Landlord to Tenant at Tenant's cost, and
     Tenant shall not make any duplicate keys. All keys shall be returned to
     Landlord at the expiration or early termination of this Lease.

6.   All contractors, contractor's representatives and installation technicians
     performing work in the Building shall be subject to Landlord's prior
     approval and shall be required to comply with Landlord's standard rules,
     regulations, policies and procedures, which may be revised from time to
     time.

7.   Movement in or out of the Building of furniture or office equipment, or
     dispatch or receipt by Tenant of merchandise or materials requiring the use
     of elevators, stairways, lobby areas or loading dock areas, shall be
     restricted to hours designated by Landlord. Tenant shall obtain Landlord's
     prior approval by providing a detailed listing of the activity. If approved
     by Landlord, the activity shall be under the supervision of Landlord and
     performed in the manner required by Landlord. Tenant shall assume all risk
     for damage to articles moved and injury to any persons resulting from the
     activity. If equipment, property, or personnel of Landlord or of any other
     party is damaged or injured as a result of or in connection with the
     activity, Tenant shall be solely liable for any resulting damage or loss.

8.   Landlord shall have the right to approve the weight, size, or location of
     heavy equipment or articles in and about the Premises. Damage to the
     Building by the installation, maintenance, operation, existence or removal
     of Tenant's Property shall be repaired at Tenant's sole expense.

9.   Corridor doors, when not in use, shall be kept closed.

10.  Tenant shall not: (1) make or permit any improper, objectionable or
     unpleasant noises or odors in the Building, or otherwise interfere in any
     way with other tenants or persons

<PAGE>

     having business with them; (2) solicit business or distribute, or cause to
     be distributed, in any portion of the Building, handbills, promotional
     materials or other advertising; or (3) conduct or permit other activities
     in the Building that might, in Landlord's sole opinion, constitute a
     nuisance.

11.  No animals, except those assisting handicapped persons, shall be brought
     into the Building or kept in or about the Premises.

12.  No inflammable, explosive or dangerous fluids or substances shall be used
     or kept by Tenant in the Premises, Building or about the Property. Tenant
     shall not, without Landlord's prior written consent, use, store, install,
     spill, remove, release or dispose of, within or about the Premises or any
     other portion of the Property, any asbestos-containing materials or any
     solid, liquid or gaseous material now or subsequently considered toxic or
     hazardous under the provisions of 42 U.S.C. Section 9601 et seq. or any
     other applicable environmental Law which may now or later be in effect.
     Tenant shall comply with all Laws pertaining to and governing the use of
     these materials by Tenant, and shall remain solely liable for the costs of
     abatement and removal.

13.  Tenant shall not use or occupy the Premises in any manner or for any
     purpose which might injure the reputation or impair the present or future
     value of the Premises or the Building. Tenant shall not use, or permit any
     part of the Premises to be used, for lodging, sleeping or for any illegal
     purpose.

14.  Tenant shall not take any action which would violate Landlord's labor
     contracts or which would cause a work stoppage, picketing, labor disruption
     or dispute, or interfere with Landlord's or any other tenant's or
     occupant's business or with the rights and privileges of any person
     lawfully in the Building ("Labor Disruption"). Tenant shall take the
     actions necessary to resolve the Labor Disruption, and shall have pickets
     removed and, at the request of Landlord, immediately terminate any work in
     the Premises that gave rise to the Labor Disruption, until Landlord gives
     its written consent for the work to resume. Tenant shall have no claim for
     damages against Landlord or any of the Landlord Related Parties, nor shall
     the Commencement Date of the Term be extended as a result of the above
     actions.

15.  Tenant shall not install, operate or maintain in the Premises or in any
     other area of the Building, electrical equipment that would overload the
     electrical system beyond its capacity for proper, efficient and safe
     operation as determined solely by Landlord. Tenant shall not furnish
     cooling or heating to the Premises, including, without limitation, the use
     of electronic or gas heating devices, without Landlord's prior written
     consent. Tenant shall not use more than its proportionate share of
     telephone lines and other telecommunication facilities available to service
     the Building.

16.  Tenant shall not operate or permit to be operated a coin or token operated
     vending machine or similar device (including, without limitation,
     telephones, lockers, toilets, scales, amusement devices and machines for
     sale of beverages, foods, candy, cigarettes and other goods), except for
     machines for the exclusive use of Tenant's employees, and then only if the
     operation does not violate the lease of any other tenant in the Building.

17.  Bicycles and other vehicles are not permitted inside the Building or on the
     walkways outside the Building, except in areas designated by Landlord.

18.  Landlord may from time to time adopt systems and procedures for the
     security and safety of the Building, its occupants, entry, use and
     contents. Tenant, its agents, employees, contractors, guests and invitees
     shall comply with Landlord's systems and procedures.

19.  Landlord shall have the right to prohibit the use of the name of the
     Building or any other publicity by Tenant that in Landlord's sole opinion
     may impair the reputation of the Building or its desirability. Upon written
     notice from Landlord, Tenant shall refrain from and discontinue such
     publicity immediately.

20.  Tenant shall not canvass, solicit or peddle in or about the Building or the
     Property.

21.  Neither Tenant nor its agents, employees, contractors, guests or invitees
     shall smoke or permit smoking in the Common Areas, unless the Common Areas
     have been

<PAGE>

     declared a designated smoking area by Landlord, nor shall the above parties
     allow smoke from the Premises to emanate into the Common Areas or any other
     part of the Building. Landlord shall have the right to designate the
     Building (including the Premises) as a non-smoking building.

22.  Landlord shall have the right to designate and approve standard window
     coverings for the Premises and to establish rules to assure that the
     Building presents a uniform exterior appearance. Tenant shall ensure, to
     the extent reasonably practicable, that window coverings are closed on
     windows in the Premises while they are exposed to the direct rays of the
     sun.

23.  Deliveries to and from the Premises shall be made only at the times, in the
     areas and through the entrances and exits designated by Landlord. Tenant
     shall not make deliveries to or from the Premises in a manner that might
     interfere with the use by any other tenant of its premises or of the Common
     Areas, any pedestrian use, or any use which is inconsistent with good
     business practice.

24.  The work of cleaning personnel shall not be hindered by Tenant after 5:30
     P.M., and cleaning work may be done at any time when the offices are
     vacant. Windows, doors and fixtures may be cleaned at any time. Tenant
     shall provide adequate waste and rubbish receptacles to prevent
     unreasonable hardship to the cleaning service.

<PAGE>

                                    EXHIBIT C
                                    ---------
                               COMMENCEMENT LETTER
                                    (EXAMPLE)

Date:

Tenant:

Address:


Re:  Commencement Letter with respect to that certain Lease dated as of _____ by
     and between _____, as Landlord, and _____, as Tenant, for _____ rentable
     square feet of space on the _____ floor of the Building located at _____.

Dear ________:

     In accordance with the terms and conditions of the above referenced Lease,
Tenant accepts possession of the Premises and agrees:

     1.   The Commencement Date of the Lease is _____;

     2.   The Termination Date of the Lease is _____.

     Please acknowledge your acceptance of possession and agreement to the terms
set forth above by signing all 3 counterparts of this Commencement Letter in the
space provided and returning 2 fully executed counterparts to my attention.

Sincerely,


-----------------------------------
Property Manager

Agreed and Accepted:

          Tenant:
                  -----------------------
          By:
              ---------------------------
          Name:
                -------------------------
          Title:
                 ------------------------
          Date:
                 ------------------------

<PAGE>

                                    EXHIBIT D

                                   WORK LETTER
                                   -----------

     This Exhibit is attached to and made a part of the Lease by and between SAN
FELIPE PLAZA, LTD., a Texas limited partnership ("Landlord") and DWANGO NORTH
AMERICA, INC., a Texas corporation ("Tenant") for space in the building located
at 5847 San Felipe, City of Houston, County of Harris, State of Texas, and
commonly known as San Felipe Plaza ("Building").

As used in this Work Letter, the "Premises" shall be deemed to mean the
Premises, as initially defined in the attached Lease.

1.   Landlord shall perform improvements to the Premises in accordance with the
     plans prepared by Tindall Collins Design, dated October 28, 2002 (the
     "Plans"). The improvements to be performed by Landlord in accordance with
     the Plans are hereinafter referred to as the "Landlord Work." It is agreed
     that construction of the Landlord Work will be completed at Landlord's sole
     cost and expense (subject to the terms of Section 2 below) using Building
     Standard methods, materials and finishes, except that Tenant shall pay for
     the cost to furnish and install full height glass in locations indicated on
     the Plans at a cost of $3,712.00. Landlord shall enter into a direct
     contract for the Landlord Work with a general contractor selected by
     Landlord. In addition, Landlord shall have the right to select and/or
     approve of any subcontractors used in connection with the Landlord Work.
     Landlord's supervision or performance of any work for or on behalf of
     Tenant shall not be deemed a representation by Landlord that such Plans or
     the revisions thereto comply with applicable insurance requirements,
     building codes, ordinances, laws or regulations, or that the improvements
     constructed in accordance with the Plans and any revisions thereto will be
     adequate for Tenant's use, it being agreed that Tenant shall be responsible
     for all elements of the design of Tenant's plans (including, without
     limitation, compliance with law, functionality of design, the structural
     integrity of the design, the configuration of the premises and the
     placement of Tenant's furniture, appliances and equipment).

2.   If Tenant shall request any revisions to the Plans, Landlord shall have
     such revisions prepared at Tenant's sole cost and expense and Tenant shall
     reimburse Landlord for the cost of preparing any such revisions to the
     Plans, plus any applicable state sales or use tax thereon, upon demand.
     Promptly upon completion of the revisions, Landlord shall notify Tenant in
     writing of the increased cost in the Landlord Work, if any, resulting from
     such revisions to the Plans. Tenant, within one Business Day, shall notify
     Landlord in writing whether it desires to proceed with such revisions. In
     the absence of such written authorization, Landlord shall have the option
     to continue work on the Premises disregarding the requested revision.
     Tenant shall be responsible for any Tenant Delay in completion of the
     Premises resulting from any revision to the Plans. If such revisions result
     in an increase in the cost of Landlord Work, such increased costs, plus any
     applicable state sales or use tax thereon, shall be payable by Tenant upon
     demand. Notwithstanding anything herein to the contrary, all revisions to
     the Plans shall be subject to the approval of Landlord.

3.   This Exhibit shall not be deemed applicable to any additional space added
     to the Premises at any time or from time to time, whether by any options
     under the Lease or otherwise, or to any portion of the original Premises or
     any additions to the Premises in the event of a renewal or extension of the
     original Term of the Lease, whether by any options under the Lease or
     otherwise, unless expressly so provided in the Lease or any amendment or
     supplement to the Lease.

<PAGE>

                                    EXHIBIT E

                              ADDITIONAL PROVISIONS
                              ---------------------

     This Exhibit is attached to and made a part of the Lease by and between SAN
FELIPE PLAZA, LTD., a Texas limited partnership ("Landlord") and DWANGO NORTH
AMERICA, INC., a Texas corporation ("Tenant") for space in the building located
at 5847 San Felipe, City of Houston, County of Harris, State of Texas, and
commonly known as San Felipe Plaza ("Building").

I.   PARKING.
     -------

     A.   During the primary Term of this Lease and so long as Tenant is not in
          default hereunder, Landlord shall make available to Tenant and Tenant
          shall have the right to rent in the Building's parking garage
          ("Garage") up to four (4) unassigned parking spaces, two (2) of which
          may, at Tenant's election, may be assigned as assigned spaces in the
          parking facility (hereinafter called "Tenant's Parking Spaces").
          Should Tenant lease additional space or reduce space within the
          Building, the parking allocation will be adjusted. Tenant agrees to
          pay Landlord, during the primary Term of this Lease, the sum of $40.00
          per month plus tax for each unassigned space and $75.00 per month plus
          tax for each assigned space (hereinafter called "Parking Rental").
          Parking Rental during any renewal term(s) shall be based on the then
          prevailing fair market rate. Parking Rental shall be due and payable
          on the first day of each calendar month during the Term of this Lease
          and Landlord shall have the same remedies for default for the payment
          of Parking Rental as are available to Landlord in the case of a
          default in the payment of Base Rent.

     B.   Prior to the Commencement Date and from time to time thereafter as
          requested by Landlord, Tenant shall submit a written list of those
          persons who are authorized by Tenant to use the Tenant's Parking
          Spaces (hereinafter called "Tenant's Designees"). A condition to
          Tenant's and Tenant's Designees' right to use the Garage shall be
          compliance by each driver with the Garage Rules and Regulations (as
          hereinafter defined), including any sticker or other identification
          system established by Landlord and with all laws, statutes, ordinances
          and other governmental rules, regulations or requirements now or
          hereafter in force with respect to any use or occupancy of the Garage.
          Landlord reserves the right to adopt and/or modify such reasonable
          Rules and Regulations for the Garage as it deems necessary for the
          operation of the Garage. Landlord may refuse to admit any person who
          violates the Garage Rules and Regulations, and any violation of such
          Rules and Regulations shall subject the vehicle to removal from the
          Garage without the incurrence of any liability on the part of
          Landlord.

     C.   Landlord shall not be liable or responsible to Tenant or any of
          Tenant's Designees for any loss or damage to any automobile or other
          vehicle or equipment or other property within the Garage unless such
          loss or damage is caused by the willful misconduct or gross negligence
          of Landlord.

                          GARAGE RULES AND REGULATIONS
                          ----------------------------

          1.   Vehicles must be parked entirely within the stall lines painted
               on the floor.

          2.   All directional signs and arrows must be observed.

          3.   The speed limit shall be five (5) miles per hour.

          4.   Parking is prohibited:

                    a.   In areas not striped for parking
                    b.   In aisles
                    c.   Where "No Parking" signs are posted
                    d.   In areas designated as "Entrance" or "Exit"
                    e.   In such other areas as may be designated by Landlord or
                         Landlord's agent(s).

          5.   Parking tickets or any other device or form of identification
               supplied by Landlord shall remain the property of Landlord and
               shall not be transferable. There will be a replacement charge
               payable by Tenant equal to the amount posted from time to time by
               Landlord for loss of any magnetic parking card or parking
               sticker.

<PAGE>

          6.   Garage managers or attendants are not authorized to make or allow
               any exceptions to these Rules and Regulations.

          7.   Every person is responsible for locking his/her own vehicle.

<PAGE>

                                    EXHIBIT F

                                    ADDENDUM
                                    --------

     This Addendum is attached to and made a part of the Lease by and between
SAN FELIPE PLAZA, LTD., a Texas limited partnership ("Landlord") and DWANGO
NORTH AMERICA, INC., a Texas corporation ("Tenant") for space in the building
located at 5847 San Felipe, City of Houston, County of Harris, State of Texas,
and commonly known as San Felipe Plaza ("Building").

                                   WITNESSETH:

     WHEREAS, simultaneously with the execution of this Addendum, Landlord and
Tenant have entered into that certain lease of even date herewith (the "Lease")
for approximately 1.459 square feet of Rentable Area on the 28th floor of the
building located at 5847 San Felipe, Houston, Texas 77057 (the "Building"), all
as more particularly described in the Lease; and

     WHEREAS, Landlord and Tenant desire to modify certain terms and conditions
of the Lease as set forth herein;

     NOW, THEREFORE, in consideration of the mutual covenants set forth herein
and other good and valuable consideration, the sufficiency and receipt of which
is acknowledge, Landlord and Tenant agree as follows:

1.   Hazardous Materials. Tenant shall not (either with or without negligence)
     cause or permit the escape, disposal or release of any biologically or
     chemically active or other hazardous substances, or materials. Tenant shall
     not allow the storage or use of such substances or materials in any manner
     not sanctioned by law or by the highest standards prevailing in the
     industry for the storage and use of such substances of materials, nor allow
     to be brought into the Property any such materials or substances except to
     use for general office purposes in the ordinary course of tenant's
     business, and then only after written notice is given to Landlord of the
     identity of such substances or materials. Without limitation, hazardous
     substances and materials shall include those described in the Comprehensive
     Environmental Response, Compensation and Liability Act of 1980, as amended,
     42 U.S.C. Section 9601 et seq., any applicable state or local laws and the
     regulations adopted under these acts. If any governmental agency or lender
     (in its reasonable judgment) shall ever require testing to ascertain
     whether or not there has been any release of hazardous materials and such
     testing indicates that Tenant has violated any of the terms and conditions
     of this section, then, in addition to any other rights and remedies
     available hereunder or at law or in equity, the reasonable costs of such
     testing shall be reimbursed by Tenant to Landlord upon demand as additional
     charges. In addition, Tenant shall execute affidavits, representations and
     the like from time to time at Landlord's request concerning tenant's best
     knowledge and belief regarding the presence of hazardous substances or
     materials on the premises. In all events, Tenant shall indemnify Landlord
     in the manner elsewhere provided in this Lease from any release of
     hazardous materials on the premises occurring while Tenant is in
     possession, or elsewhere if caused by Tenant or persons acting under
     Tenant. The within covenants shall survive the expiration or earlier
     termination of the Term.

2.   Security Deposit. Notwithstanding anything in the Lease to the contrary, no
     purchaser of Landlord's interest in the Building or holder of any mortgage,
     deed of trust, ground lease or other lien on the Building shall be liable
     for the return of any Security Deposit unless and until such Security
     Deposit is actually transferred by Landlord to such party.

3.   Net Income/Profits. Notwithstanding anything contained to the contrary in
     the provisions of the Lease relating to an assignment or subletting by
     Tenant, neither Tenant nor any other person having an interest in the
     possession, use, occupancy or utilization of the Premises shall enter into
     any lease, sublease, license, concession or other agreement for use,
     occupancy or utilization of space in the Premises which provides for rental
     or other payment for such use, occupancy or utilization based, in whole or
     in part, on the net income or profits derived by any person from the
     portion of the Premises leased, used, occupied, or utilized (other than an
     amount based on a fixed percentage or percentages of receipts or sales),
     and any such purported lease, sublease, license, concession or other
     agreement shall be absolutely void and ineffective as a conveyance of any
     right or interest in the possession, use occupancy or

<PAGE>

     utilization of any part of the Premises.

4.   Casualty/Condemnation. Notwithstanding anything contained to the contrary
     in the Lease, the Premises or portion thereof shall not be considered to be
     untenantable or unusable by Tenant unless and until Tenant actually ceases
     to use the Premises or applicable portion thereof. In addition, the rights
     of Tenant, if any, to any condemnation proceeds and or insurance proceeds
     shall be subject and subordinate the rights of any party holding a first
     mortgage or first deed of trust on the Building. The foregoing, however,
     shall not be construed as to limit Tenant's right to receive the proceeds
     of any insurance policies maintained by Tenant at its sole cost and
     expense.

5.   Limitation of Liability. In addition to any limitation of Landlord's
     liability contained in the Lease, Tenant hereby agrees that any claim for
     damages against Landlord shall be subject and subordinate to the interest
     of any mortgagee in the Building and Property.

6.   Estoppel Certificates. In addition to the obligations of Tenant under the
     Lease, Tenant agrees that it will from time to time upon request of
     Landlord, within five (5) days after the date of such request, execute and
     deliver to such persons as Landlord shall request an estoppel certificate
     or other similar statement in recordable form certifying that: i) the
     Tenant is presently solvent and free from reorganization and/or bankruptcy
     and is in occupancy, open, and conducting business in the Premises, (ii)
     the operation and use of the Premises do not involve the generation,
     treatment, storage, etc. of hazardous substance etc. (iii) the rent
     is_____________________ dollars per year, (iv) the Lease represents the
     entire agreement between the parties (v) the expiration date is
     ______________, ________, (vi) all conditions to be performed by the
     Landlord have been satisfied, (vii) all required contributions by Landlord
     to Tenant on account of Tenant improvements have been received, (viii) no
     rental has been paid more than one month in advance and no security has
     been deposited with Landlord except for _____________________ dollars and,
     (ix) the rentable square footage of the Premises is _______ square feet.

7.   Subordination to Mortgages. Notwithstanding anything in the Lease to the
     contrary, the prior written consent of the holder of any first mortgage or
     first deed of trust on the Building shall be required as a condition
     precedent to the subordination of the Lease to any junior/secondary
     mortgage or deed of trust. In no event shall the holder of any first
     mortgage or first deed of trust be liable for any of Landlord's obligations
     under the Lease arising prior to the date such mortgagee or trustee takes
     title to the Building. In addition, Landlord and Tenant hereby acknowledge
     that mortgagee approval of the document of which this Addendum forms a part
     shall not be required unless such approval is required under the terms and
     conditions of the mortgage, deed of trust or related documents by and
     between Landlord and such mortgagee.

8.   Conflict. In the event of a conflict between the terms of this Addendum and
     the terms of the Lease or any exhibits thereto, the term of this Addendum
     shall control.