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                                                                   EXHIBIT 10.28

                            STANDARD COMMERCIAL LEASE

                         ARTICLE 1.00 BASIC LEASE TERMS


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

VANTAGE HOUSTON, INC. AS AGENT FOR GREENBRIAR HOLDINGS HOUSTON, LTD. ("Lessor")

MLC ENTERPRISES, INC. DBA MARINE & INDUSTRIAL SUPPLY ("Lessee")

     1.02 LEASED PREMISES. In consideration of the rents, terms, provisions and
covenants of this lease, Lessor hereby leases, lets and demises to Lessee the
following described premises ("leased premises"):

                      3,915      (APPROXIMATE SQ. FT.)           (JOB NO.)
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   PINEWAY SERVICE CENTER II                   (Name of Building or project)
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   4455 SOUTH PINEMONT, SUITE 204              (Street address/suite number)
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   HOUSTON, TEXAS  77041                       (City, State, and Zip Code)
---------------------------------------------

     1.03 TERM. Subject to and upon the conditions set forth herein, the term of
this Lease shall commence on (DECEMBER 15, 1996 the "commencement date") and
shall terminate 36 months thereafter.

     1.04 BASE RENT AND SECURITY DEPOSIT. Base rent is $1,570.00 per month.
Security deposit is $1,570.00.

1.05.    ADDRESSES.

         Lessor's Address                 Lessee's Address:
         4635 Southwest Freeway           4544 South Pinemont
         Suite 425                        Suite 204
         Houston, Texas  77027            Houston, Texas 77041

     1.06 PERMITTED USE. General offices/Storage and distribution of marine &
industrial supplies.


                                ARTICLE 2.00 RENT

     2.01 BASE RENT. Lessee agrees to pay monthly as base rent during the term
of this Lease the sum of money set forth in section 1.04 of this Lease, which
amount shall be payable to Lessor at the address shown above. One monthly
installment of rent shall be due and payable on the date of execution of this
Lease by Lessee for the first month's rent and a like monthly installment shall
be due and payable on or before the first day of each calendar month succeeding
the commencement date or completion date during the term of this lease;
provided, if the commencement date or the completion date other than be the
first day of a calendar month, the monthly rental set forth above shall be
prorated to the end of that calendar month, and all


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succeeding installments of rent shall be payable on or before the first day of
each succeeding calendar month during the term of this Lease. Lessee shall pay,
as additional rent, all other sums due under this Lease.

     2.02 OPERATING EXPENSES. In the event Lessor's operating expenses for 
the building and/or project of which the leased premises are in part shall, 
in any calendar year during the term of this Lease, exceed the sum of $*1.30 
per square foot, Lessee agrees to pay as additional rent Lessee's pro rata 
share of such excess operating expenses. Lessor nay invoice Lessee monthly 
for Lessee's pro rata share of the estimated operating expenses for each 
calendar year, which amount shall be adjusted each year band upon anticipated 
operating expenses. Within nine months following the close of each calendar 
year, Lessor shall provide Lessee an accounting showing in reasonable detail 
all computations of additional rent due under this section. In the event the 
accounting shows that the total of the monthly payments made by Lessee 
exceeds the amount of additional rent due by Lessee under this section the 
accounting shall be accompanied by a refund. In the event the accounting 
shows that the total of the monthly payments made by Lessee is less than the 
amount of additional rent due by Lessee under this section, the account shall 
be accompanied by an invoice for the additional rent. Notwithstanding any 
other provision in this Lease, during the year in which the Lease terminates, 
Lessor, prior to the termination date, shall have the option to invoice 
Lessee for Lessee's pro rata share of the excess operating expenses based 
upon the previous year's operating expenses. If this Lease shall terminate on 
a day other than the last day of a calendar year, the amount of any 
additional rent payable by Lessee applicable to the year in which such 
termination shall occur shall be prorated on the ratio that the number of 
days from the commencement of the calendar year to and including the 
termination date bears to 365. Lessee shall have the right, at its own 
expense and within a reasonable time, to audit Lessor's books relevant to the 
additional rent payable under this section. Lessee agrees to pay any 
additional rent due under this section within ten days following receipt of 
the invoice or accounting showing additional rent due.

*OR BASE YEAR 1996, WHICHEVER IS HIGHER

     2.03 DEFINITION OF OPERATING EXPENSES. The term "operating expenses"
includes all expenses incurred by Lessor with respect to the maintenance and
operation of the building of which the leased premises are a part, including,
but not limited to, the following: maintenance, repair and replacement costs;
security; management fees, wages and benefits payable to employees of Lessor
whose duties are directly connected with the operation and maintenance of the
building; all services, utilities, supplies, repairs, replacements or other
expenses for maintaining and operating the common parking and plaza areas; the
cost, including interest, amortized over its useful life, of any capital
improvement made to the building by Lessor after the date of this Lease which is
required under any governmental law or regulation that was not applicable to the
building at the time it was constructed: the cost, including interest, amortized
over its useful life, of installation of any device or other equipment which
improves the operating efficiency of any system within the leased premises and
thereby reduces operating expenses; all other expenses which would generally be
regarded as operating and maintenance expenses which would reasonably be
amortized over a period not to exceed five years; all real property taxes and
installments of special assessment, including dues and assessments by means of
deed restrictions and/or owners' associations which accrue against the building
of which the leased premises are a part during the term of this Lease; and all
insurance premiums Lessor is required to pay or deems necessary to pay,
including public liability insurance, with respect to the building. The term
operating expenses does not include the following; repairs. restoration or other
work occasioned 


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by fire, wind, the elements or other casualty; income and franchise taxes of 
Lessor; expenses incurred in leasing to or procuring of lessees, leasing 
commissions, advertising expenses and expenses for their renovating of space 
for new lessee; interest or principal payments on any mortgage or other 
indebtedness of Lessor; compensation paid to any employee of Lessor above the 
grade of property manager; any depreciation allowance or expense; or 
operating expenses which are the responsibility of Lessee.

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

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

     2.06 SECURITY DEPOSIT. The security deposit set forth above shall be held
by Lessor for the performance of Lessee's covenants and obligations under this
Lease, it being expressly understood that the deposit shall not be considered an
advance payment of rental or a measure of Lessor's damage in case of default by
Lessee. Upon the occurrence of any event of default by Lessee or breach by
Lessee of Lessee's covenants under this Lease, Lessor may, from time to time,
without prejudice to any other remedy, use the security deposit to the extent
necessary to make good any arrears of rent or to repair any damage or injury, or
pay any expense or liability incurred by Lessor as a result of the event of
default or breach of covenant, and any remaining balance of the security deposit
shall be returned by Lessor to Lessee upon termination of this Lease. If any
portion of the security deposit is so used or applied, Lessee shall upon ten
days written notice from Lessor, deposit with Lessor by cash or cashier's check
an amount sufficient to restore the security deposit to its original amount.

     2.07 HOLDING OVER. In the event that Lessee does not vacate the leased 
premises upon the expiration or termination of this Lease, Lessee shall be a 
tenant at will for the holdover period and all of the terms and provisions of 
this Lease shall be applicable during that period, except that Lessee shall 
pay Lessor as base rental for the period of such holdover an amount equal to 
two times the base rent which would have been payable by Lessee had the 
holdover period been a part of the original term of this Lease. Lessee agrees 
to vacate and deliver the leased premises to Lessor upon Lessee's receipt of 
notice from Lessor to vacate. The rental payable during the holdover period 
shall be payable to Lessor on demand. No holding over by Lessee, whether with 
or without the consent of Lessor, shall operate to extend the term of this 
Lease.

                         ARTICLE 3.00 OCCUPANCY AND USE

     3.01 USE. Lessee warrants and represents to Lessor that the leased premises
shall be used and occupied only for the purpose as set forth in section 1.06.
Lessee shall occupy the leased premises, conduct its business and control its
agents, employees, invitees and visitors in 


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such a manner as is lawful, reputable and will not create a nuisance. Lessee 
shall not permit any operation which emits any odor or matter which intrudes 
into other portions of the building, use any apparatus or machine which makes 
undue noise or causes vibration in any portion of the building or otherwise 
interfere with, annoy or disturb any other lessee in its normal business 
operations or Lessor in its management of the building. Lessee shall neither 
permit any waste on the leased premises nor allow the leased premises to be 
used in any way which would, in the opinion of Lessor, be extra hazardous on 
account of fire or which would in any way increase or render void the fire 
insurance on the building. Lessee warrants to Lessor that the insurance 
questionnaire (filled out by Lessee, signed and presented to Lessor prior to 
the execution of this Lease) accurately reflects Lessee's original intended 
use of the leased premises. The insurance questionnaire is made a part of 
this Lease by reference as though fully copied herein. If at any time during 
the term of this Lease the State Board of Insurance or other insurance 
authority disallows any of Lessor's sprinkler credits or imposes an 
additional penalty or surcharge in Lessor's insurance premiums because of 
Lessee's original or subsequent placement or use of storage racks or bins, 
method of storage or nature of Lessee's inventory or any other act of Lessee, 
Lessee agrees to pay as additional rent the increase (between fire walls) in 
Lessor's insurance premiums.

     3.02 SIGNS. No sign of any type or description shall be erected, placed or
painted in or about the leased premises or project except those signs submitted
to Lessor in writing, and approved by Lessor in writing, and which signs are in
conformance with lessor's sign criteria established for the project.

     3.03 COMPLIANCE WITH LAWS, RULES AND REGULATIONS. * Lessee, at Lessee's 
sole cost and expense, shall comply with all laws, ordinances, orders, rules 
and regulations of state, federal, municipal or other agencies or bodies 
having jurisdiction over use, condition and occupancy of the leased premises. 
Lessee will comply with the rules and regulations of the building adopted by 
Lessor which art, set forth on a schedule attached to this Lease. Lessor 
shall have the right at all times to change and amend the rules and 
regulations in any reasonable manner as may be deemed advisable for the 
safety, care, cleanliness, preservation of good order and operation or use of 
the building or the leased premises. All changes and amendments to the rules 
and regulations of the building will be sent by Lessor to Lessee in writing 
and shall thereafter be carried out and observed by Lessee. *SEE ARTICLE 
16.02 FOR CONTINUATION.

     3.04 WARRANTY OF POSSESSION. Lessor warrants that it has the right and
authority to execute this Lease, and Lessee, upon payment of the required rents
and subject to the terms, conditions, covenants and agreements contained in this
Lease, shall have possession of the leased premises during the full term of this
Lease as well as any extension of renewal thereof. Lessor shall not be
responsible for the acts or omissions of any other lessee or third party that
may interfere with Lessee's use and enjoyment of the leased premises.

     3.05 INSPECTION. Lessor or its authorized agents shall at any and all
reasonable times have the right to enter the leased premises to inspect the
same, to supply janitorial service or any other service to be provided by
Lessor, to show the leased premises to prospective purchasers or lessees, and to
alter, improve or repair the leased premises or any other portion of the
building. Lessee hereby waives any claim for damages for injury or inconvenience
to or interference with Lessee's business, any loss of occupancy or use of the
leased premises, and any other loss occasioned thereby. Lessor shall at all
times have and retain a key with which to unlock all of the doors in, upon and
about the leased premises. Lessee shall not change Lessor's lock system 


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or in any other manner prohibit Lessor from entering the leased premises. 
Lessor shall have the right to use any and all means which lessor may deem 
proper to open any door in an emergency without liability therefor.

                       ARTICLE 4.00 UTILITIES AND SERVICE

     4.01 BUILDING SERVICES. Lessor shall provide the normal utility service
connections to the building. Lessee shall pay the cost of all utility services,
including, but not limited to, initial connection charges, all charges for gas,
electricity, water, sanitary and storm sewer service, and for all electric
lights. However, in a multi-occupancy building, Lessor may provide water to the
leased premises, in which case Lessee agrees to pay to Lessor its pro rata share
of the cost of such water. Lessee shall pay all costs caused by Lessee
introducing excessive pollutants or solids other than ordinary human waste into
the sanitary sewer system, including permits, fees and charges levied by any
governmental subdivision for any such pollutants or solids. Lessee shall be
responsible for the installation and maintenance of any dilution tanks, holding
tanks, settling tanks, sewer sampling devices, sand traps, grease traps or
similar devices as may be required by any governmental subdivision for Lessee's
use of the sanitary sewer system. If the leased premises are in a
multi-occupancy building, Lessee shall pay all surcharges levied due to Lessee's
use of sanitary sewer or waste removal services insofar as such surcharge affect
Lessor or other lessees in the building. Lessor shall not be required to pay for
any utility service, supplies or upkeep in connection with the leased premises
or building.

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

                      ARTICLE 5.00 REPAIRS AND MAINTENANCE

     5.01 LESSOR REPAIRS. Lessor shall not be required to make any improvements,
replacements or repairs of any kind or character to the leased premises or the
project during the term of this Lease except as are set forth in this section.
Lessor shall maintain only the roof, foundation, parking and common areas, and
the structural soundness of the exterior walls (excluding windows, window glass,
plate glass and doors). Lessor's costs of maintaining the items set forth in
this section are subject to the additional rent provisions in section 2.02.
Lessor shall not be liable to Lessee, except as expressly provided in this
Lease, for any damage or inconvenience, and Lessee shall not be entitled to any
abatement or reduction of rent by reason of any repairs, alterations or
additions made by Lessor under this Lease.

     5.02 LESSEE REPAIRS. Lessee shall, at its sole cost and expense, maintain,
repair and replace all other parts of the leased premises in good repair and
condition, including, but not limited to, heating, ventilating and air
conditioning systems, down spouts, fire sprinkler system, dock bumpers, lawn
maintenance, pest control and extermination, trash pick-up and removal, and
painting the building and exterior doors. Lessee shall repair and pay for any
damage caused by any act or omission of Lessee or Lessee's agents, employees,
invitees, licensees or visitors. If the leased premises are in a multi-occupancy
building or project, Lessor reserves the right to perform, on behalf of Lessee,
lawn maintenance, painting, and trash pick-up and removal; Lessee agrees to pay
Lessor, as additional rent, Lessee's pro rata share of the cost of such services
within ten days from receipt of Lessor's invoice, or Lessor may by monthly
invoice direct Lessee to prepay the estimated costs for the current calendar
year, and such amount shall be adjusted 


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annually. If the leased premises are served by rail, Lessee agrees, if 
requested by the railroad, to enter into a joint maintenance agreement with 
the railroad and bear its pro rata share of the cost of maintaining the 
railroad spur. If Lessee fails to make the repairs or replacements promptly 
as required herein, Lessor may, at its option, make the repairs and 
replacements and the cost of such repairs and replacements shall be charged 
to Lessee as additional rent and shall become due and payable by Lessee 
within ten days from receipt of Lessor's invoice. Costs incurred under this 
section are the total responsibility of Lessee and do constitute operating 
expenses under section 2.02.

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

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

     5.05 MAINTENANCE CONTRACT. Lessee shall at its sole cost and expense, 
during the term of this Lease maintain a regularly scheduled preventative 
maintenance/service contract with a maintenance contractor for the servicing 
of all hot water, heating and air conditioning systems and equipment within 
the leased premises.  The maintenance contractor and contract must be 
approved by Lessor and must include all services suggested by the equipment 
manufacturer.

                    ARTICLE 6.00 ALTERATIONS AND IMPROVEMENTS

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

     6.02 LESSEE IMPROVEMENTS. Lessee shall not make or allow to be made any
alterations or physical additions in or to the leased premises without first
obtaining the written consent of Lessor, which consent may in the sole and
absolute discretion of Lessor be denied. Any alterations, physical additions or
improvements to the leased premises made by Lessee shall at once become the
property of Lessor and shall be surrendered to Lessor upon the termination of
this Lease provided, however, Lessor, at its option, may require Lessee to
remove any physical additions and/or repair any alterations in order to restore
the leased promises to the condition existing at the time Lessee took
possession, all costs of removal and/or alterations to be borne by 


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Lessee. This clause shall not apply to moveable equipment or furniture owned 
by Lessee, which may be removed by Lessee at the end of the term of this 
Lease if Lessee is not then in default and if such equipment and furniture 
are not then subject to any other rights, liens and interest of Lessor.

                       ARTICLE 7.00 CASUALTY AND INSURANCE

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

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

     7.03 PROPERTY INSURANCE. Lessor shall at all times during the term of this
Lease maintain a policy or policies of insurance with the premiums paid in
advance, issued by and binding upon some solvent insurance company, insuring the
building against all risk of direct physical loss in an amount equal to at least
ninety percent of the full replacement cost of the building structure and its
improvements as of the date of the loss: provided, Lessor shall not be obligated
in any way or manner to insure any personal property (including, but not limited
to, any furniture, machinery, goods or supplies) of Lessee upon or within the
leased premises, any fixtures installed or paid for by Lessee upon or within the
leased premises, or any improvements which Lessee may construct on the leased
premises. Lessee shall have no right in or claim to the proceeds of any policy
of insurance maintained by Lessor even if the cost of such insurance is borne by
Lessee as set forth in article 2.00.

     7.04 WAIVER OF SUBROGATION. Anything in this Lease to the contrary
notwithstanding, Lessor and Lessee hereby waive and release each other of and
from any and all right of recovery, claim, action or cause of action against
each other, their agents, officers and employees, for any loss or damage that
may occur to the leased premises, improvements to the building of which the
leased premises are a part, or personal property within the building, by reason
of fire or the elements, regardless of cause or origin including negligence of
Lessor or Lessee and their agents, officers and employees. Lessor and Lessee
agree immediately to give their respective insurance companies which have issued
policies of insurance covering all risk of direct physical loss, 


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written notice of the terms of the mutual waivers contained in this section, 
and to have its insurance policies properly endorsed, if necessary, to 
prevent the invalidation of the insurance coverages by reason of the mutual 
waivers.

     7.05 HOLD HARMLESS. Lessor shall not be liable to Lessee's employees
agents, invitees, licensees or visitors, or to any other person, for an injury
to person or damage to property on or about the leased premises caused by any
act or omission of Lessee, its agents, servants or employees, or of any other
person entering upon the leased premises under express or implied invitation by
Lessee, or caused by the improvements located on the leased premises becoming
out of repair, the failure or cessation of any service provided by Lessor
(including security service and devices), or caused by leakage of gas, oil,
water or steam or by electricity emanating from the leased premises. Lessee
agrees to indemnify and hold harmless Lessor of and from any loss attorney's
fees, expenses or claims arising out of any such damage or injury.

                            ARTICLE 8.00 CONDEMNATION

     8.01 SUBSTANTIAL TAKING. If all or a substantial part of the leased
premises are taken for any public or quasi-public use under any governmental
law, ordinance or regulation, or by right of eminent domain or by purchase in
lieu thereof, and the taking would prevent or materially interfere with the use
of the leases premises for the purpose for which it is then being used, this
Lease shall terminate and the rent shall be abated during the unexpired portion
of this Lease effective on the date physical possession is taken by the
condemning authority. Lessee shall have no claim to the condemnation award or
proceeds in lieu thereof.

     8.02 PARTIAL TAKING. If a portion of the leased premises shall be taken for
any public of quasi-public use under any governmental law, ordinance or
regulation, or by right of eminent domain or by purchase in lieu thereof, and
this Lease is not terminated as provided in section 8.01 above, Lessor shall at
Lessor's sole risk and expense, restore and reconstruct the building and other
improvements on the leased premises to the extent necessary to make it
reasonably tenantable. The rent payable under this Lease during the unexpired
portion of the term shall be adjusted to such an extent as may be fair and
reasonable under the circumstances. Lessee shall have no claim to the
condemnation award or proceeds in lieu thereof.

                       ARITCLE 9.00 ASSIGNMNT OR SUBLEASE

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

     9.02 LESSEE ASSIGNMENT. Lessee shall not assign, in whole or in part, this
Lease, or allow it to be assigned in whole or in part, by operation of law or
otherwise (including without limitation by transfer of a majority interest of
stock, merger, or dissolution, which transfer of majority interest of stock,
merger or dissolution shall be deemed an assignment) or mortgage or pledge, the
same, or sublet the leased premises, in whole or in part, without the prior
written consent of Lessor, and in no event shall any such assignment or sublease
ever release Lessee or any guarantor from any obligation or liability hereunder.
No assignee or subleases of the leased premises or any portion thereof my assign
or sublet the leased premises or any portion thereof.


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

     9.04 RIGHTS OF MORTGAGEE. Lessee accepts this Lease subject and subordinate
to any recorded mortgage or deed of trust lien presently existing or hereafter
created upon the building or project and to all existing recorded restrictions,
covenants, casements and agreements with respect to the building or project.
Lessor is hereby irrevocably vested with full power and authority to subordinate
Lessee's interest under this Lease to any first mortgage or deed of trust lien
hereafter placed on the leased premises, and Lessee agrees upon demand to
execute additional instruments subordinating this Lease as Lessor may require.
If the interest of Lessor under this Lease shall be transferred by reason of
foreclosure or other proceedings for enforcement of any first mortgage or deed
of trust on the leased premises, Lessee shall be bound to the transferee
(sometimes called the "Purchaser") at the option of the Purchaser, under the
terms, covenants and conditions of this Lease for the balance of the term
remaining, including any extensions or renewals, with the same force and effect
as if the Purchaser were Lessor under this Lease, and, if requested by the
Purchaser, Lessee agrees to atorn to the Purchaser, including the first mortgage
under any such mortgage if it be the Purchaser, as it's Lessor.

     9.05 ESTOPPEL CERTIFICATES. Lessee agrees to furnish, from time to time,
within ten days after receipt of a request from Lessor or Lessor's mortgage a
statement certifying, if applicable, the following: Lessee is in possession of
the leased premises: the leased premises are acceptable: the Lease is in full
force and effect: the Lease is unmodified: Lessee claims no present charge,
lien, or claim of offset against rent: the rent is paid for the current month,
but is not prepaid for more than one month and will not be prepaid for more than
one month in advance: there is no existing default by reason of some act or
omission by Lessor; and such other matters as may be reasonably required by
Lessor or Lessor's mortgagee. Lessee's failure to deliver such statement, in
addition to being a default under this Lease, shall be deemed to 


                                     Page 9
<PAGE>

establish conclusively that this Lease is in full force and effect except as 
declared by Lessor, that Lessor is not in default of any of its obligations 
under this Lease and that Lessor has not received more than one month's rent 
in advance.

                               ARTICLE 10.00 LIENS

     10.01 LANDLORD'S LIEN. As security for payment of rent, damages and all
other payments required to be made by this Lease, Lessee hereby grants to Lessor
a lien upon all property of Lessee now or subsequently located upon the leased
premises. If Lessee abandons or vacates any substantial portion of the leased
premises or is in default in the payment of any rentals, damages or other
payments required to be made by this Lease or is in default of any other
provision of this Lease, Lessor may enter upon the Leased premises, by picking
or changing locks if necessary, and take possession of all or any part of the
personal property, and may sell all or any part of the personal property at a
public or private sale, in one or successive sales, with or without notice, to
the highest bidder for cash, and, on behalf of Lessee, sell and convey all or
part of the personal property to the highest bidder, delivering to the highest
bidder all of Lessee's title and interest in the personal property sold. The
proceeds of the sale of the personal property shall be applied by Lessor toward
the reasonable costs and expenses of the sale, including attorney's fees, and
then toward the payment of all sums then due by Lessee to Lessor under the terms
of this Lease. Any excess remaining shall be paid to Lessee or any other person
entitled thereto by law.

     10.02 UNIFORM COMMERCIAL CODE. This Lease is intended as and constitutes a
security agreement within the meaning of the Uniform Commercial Code of the
state in which the leased premises are situated. Lessor, in addition to the
rights prcscribcd in this Lease, shall have all of the rights, titles, liens and
interests in and to Lessee's property, now or hereafter located upon the leased
premises, which may be granted a secured party, as that term is defined, under
the Uniform Commercial Code to secure to Lessor payment of all sums due and the
full performance of all Lessee's covenants under this Lease. Lessee will on
request execute and deliver to Lessor a financing statement for the purpose of
perfecting Lessor's security interest under this Lease or Lessor may file this
Lease or a copy thereof as a financing statement. Unless otherwise provided by
law and for the purpose of exercising any right pursuant to this section, Lessor
and Lessee agree that reasonable notice shall be met if such notice is given by
ten days written notice, certified mail, return receipt requested, to Lessor or
Lessee at the addresses specified herein.

                       ARTICLE 11.00 DEFAULT AND REMEDIES

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


                                     Page 10
<PAGE>

     11.02 REMEDIES FOR LESSEE'S DEFAULT. Upon the occurrence of any event of 
default set forth in this Lease, Lessor shall have the option to pursue any 
one or more of the remedies set forth herein without any notice or demand. 
(1) Lessor may enter upon and take possession of the leased premises, by 
picking or changing locks if necessary, and lock out, expel or remove Lessee 
and any other person who may be occupying all or any part of the leased 
premises without being liable for any claim for damages, and relent the 
leased premises on behalf of Lessee and receive the rent directly by reason 
of the reletting. Lessee agrees to pay Lessor on demand any deficiency that 
may arise by reason of any reletting of the leased premises; further, Lessee 
agrees to reimburse Lessor for any expenditures made by it in order to relet 
the leased premises, including, but not limited to, remodeling and repair 
costs. (2) Lessor may enter upon the leased premises, by picking or changing 
locks if necessary, without being liable for any claim for damages, and do 
whatever Lessee is obligated to do under the terms of this Lease. Lessee 
agrees to reimburse Lessor on demand for any expenses which Lessor may incur 
in effecting compliance with Lessee's obligations under this Lease; further, 
Lessee agrees that Lessor shall not be liable for any damages resulting to 
Lessee from effecting compliance with Lessee's obligations under this Lease 
caused by the negligence of Lessor or otherwise. (3) Lessor may terminate 
this Lease, in which event Lessee shall immediately surrender the leased 
premises to Lessor, and if Lessee fails to surrender the leased premises, 
Lessor may, without prejudice to any other remedy which it may have for 
possession or arrearages in rent, enter upon and take possession of the 
leased premises, by picking or changing locks if necessary, and lock out, 
expel or remove Lessee and any other person who may be occupying all or any 
part of the leased premises without being liable for any claim for damages. 
Lessee agrees to pay on demand the amount of all loss and damage which Lessor 
may suffer by reason of the termination of this Lease under this section, 
whether through inability to relet the leased premises on satisfactory terms 
or otherwise. Notwithstanding any other remedy set forth in this Lease, in 
the event Lessor has made rent concessions of any type or character, or 
waived any base rent, and Lessee fails to take possession of the leased 
premises on the commencement or completion date or otherwise defaults at any 
time during the term of this Lease, the rent concessions, including any 
waived base rent, shall be cancelled and the amount of the base rent or other 
rent concessions shall be due and payable immediately as if no rent 
concessions or waiver of any base rent had ever been granted. A rent 
concession or waiver of the base rent shall not relieve Lessee of any 
obligation to pay any other charge due and payable under this Lease including 
without limitation any sum due under section 2.02. Notwithstanding anything 
contained in this Lease to the contrary, this Lease may be terminated by 
Lessor only by mailing or delivering written notice of such termination to 
Lessee, and no other act or omission of Lessor shall be constructed as a 
termination of this Lease.

                            ARTICLE 12.00 RELOCATION

     12.01 RELOCATION OPTION. In the event Lessor determines to utilize the
leased premises for other purposes during the term of this Lease, Lessee agrees
to relocate to other space in the building and/or project designated by Lessor,
provided such other space is of equal or larger size than the leased premises.

     12.02 EXPENSES. Lessor shall pay all out-of-pocket expenses of any such
relocation, including the expenses of moving and reconstruction of all Lessee
furnished and Lessor furnished improvements. In the event of such relocation,
this Lease shall continue in full force 


                                     Page 11
<PAGE>

and effect without any change in the terms or conditions of this Lease, but 
with new location substituted for the old location set forth in section 1.02 
of this Lease.

                            ARTICLE 13.00 DEFINITIONS

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

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

     13.03 BUILDING OR PROJECT. "Building" or "project" as used in this Lease
means the building and/or project described in section 1.02, including the
leased premises and the land upon which the building or project is situated.

     13.04 COMMENCEMENT DATE. "Commencement date" shall be the date set forth in
section 1.03. The commencement date shall constitute the commencement of the
term of this Lease for all purposes, whether or not Lessee has actually taken
possession.

     13.05 COMPLETION DATE. "Completion date" shall be the date on which the
improvements erected and to be erected upon the leased premises shall have been
completed in accordance with the plans and specifications described in article
6.00.  The completion date shall constitute the commencement of the term of this
Lease for all purposes, whether or not Lessee has actually taken possession.
Lessor shall use its best efforts to establish the completion date as the date
set forth in section 1.03. In the event that the improvements have not in fact
been completed as of that date, Lessee shall notify Lessor in writing of its
objections. Lessor shall have a reasonable time after delivery of the notice in
which to take such corrective action as may be necessary and shall notify Lessee
in writing as soon as it deems such corrective action has been completed and the
improvements are ready for occupancy. Upon completion of construction, Lessee
shall deliver to Lessor a letter accepting the leased premises as suitable for
the purposes for which they are let and the date of such letter shall constitute
the commencement of the term of this Lease. Whether or not Lessee has executed
such letter of acceptance, taking possession of the leased premises by Lessee
shall be deemed to establish conclusively that the improvements have been
completed in accordance with the plans and specifications, are suitable for the
purposes for which the leased premises are let, and that the leased premises are
in good and satisfactory condition as of the date possession was so taken by
Lessee except for latent defects, if any.

     13.06 SQUARE FEET. "Square feet" or "square foot" as used in this Lease
includes the area contained within the leased premises together with a common
area percentage factor of the leased premises proportionate to the total
building area.


                                     Page 12
<PAGE>

                           ARTICLE 14.00 MISCELLANEOUS

     14.01 WAIVER. Failure of Lessor to declare an event of default immediately
upon its occurrence, or delay in taking any action in connection with an event
of default shall not constitute a waiver of the default but Lessor shall have
the right to declare the default at any time and take such action as is lawful
or authorized under this Lease. Pursuit of any one or more of the remedies set
forth in article 11.00 above shall not preclude pursuit of any one or more of
the other remedies provided elsewhere in this Lease or provided by law, nor
shall pursuit of any remedy constitute forfeiture or waiver of any rent or
damages accruing to Lessor by reason of the violation of any of the terms,
provisions or covenants of this Lease. Failure by Lessor to enforce one or more
of the remedies provided upon an event of default shall not be deemed or
construed to constitute a waiver of the default or of any other violation or
breach of any of the terms, provisions and covenants contained in this Lease

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

     14.03 ATTORNEY'S FEES. In the event Lessee defaults in the performance of
any of the terms, covenants, agreements or conditions contained in this Lease
and Lessor places in the hands of an attorney the enforcement of all or any part
of this Lease, the collection of any rent due or to become due or recovery of
the possession of the leased premises, Lessee agrees to pay Lessor's costs of
collection, including reasonable attorney's fees for the services of the
attorney, whether suit is actually filed or not.

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

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

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

     14.07 NOTICE. All rent and other payments required to be made by Lessee
shall be payable to Lessor at the address set forth in section 1.05. All
payments required to be made by Lessor to Lessee shall be payable to Lessee at
the address set forth in section 1.05, or at any other address within the United
States as Lessee may specify from time to time by written notice. Any notice or
document required or permitted to be delivered by terms of this Lease shall be 


                                     Page 13
<PAGE>

deemed to be delivered (whether or not actually received) when deposited in 
the United States Mail, postage prepaid, certified mail, return receipt 
requested addressed to the parties at the respective addresses set forth in 
section 1.05.

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

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

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

     14.11 LESSOR'S LIABILITY. It Lessor shall be in default under this Lease
and, if as a consequence of such default, Lessee shall recover a money judgment
against Lessor such judgment shall be satisfied only out of the right, title and
interest of Lessor in the building as the same may then be encumbered and
neither Lessor nor any person or entity comprising Lessor shall be liable for
any deficiency. In no event shall Lessee have the right to levy execution
against any property of Lessor nor any person or entity comprising Lessor other
than its interest in the building as herein expressly provided.

     14.12 INDEMNITY. Lessor agrees to indemnify and hold harmless Lessee from
and against any liability or claim, whether meritorious or not, arising with
respect to any broker whose claim arises by, through or on behalf of Lessor.
Lessee agrees to indemnify and hold harmless Lessor from and against any
liability or claim, whether meritorious or not arising with respect to any
broker whose claim arises by, through or on behalf of Lessee.

              ARTITCLE 15.00 AMENDMENT AND LIMITATION OF WARRANTIES

     15.01 ENTIRE AGREEMENT. IT IS EXPRESSLY AGREED BY LESSEE AS A MATERIAL
CONSIDERATON FOR THE EXECUITON OF THIS LEASE, THAT THIS LEASE, WITH THE SPECIFIC
REFERENCES TO WRITTEN EXTRINSIC DOCUMENTS, IS THE ENTIRE AGREEMENT OF THE
PARTIES; THAT THERE ARE AND WERE NO VERBAL REPRESENTATIONS, WARRANTIES,
UNDERSTANDINGS, STIPULATIONS, AGREEMENTS OR PROMISES PERTAINING TO THIS LEASE OR
TO THE EXPRESSLY MENTIONED WRITTEN EXTRINSIC DOCUMENTS NOT INCORPORATED IN
WRITING IN WRITING IN THIS LEASE.

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


                                     Page 14
<PAGE>

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

                         ARTICLE 16.00 OTHER PROVISIONS

     16.01 MECHANICAL WARRANTY. Lessor shall certify and repair or replace to
good and proper working condition the existing heating, ventilating, air
conditioning plumbing and electrical systems. Also, in the event a major
component, i.e., compressor, fan motor, evaporator coils or heat exchanger must
be placed or repaired during Lessee's first twelve (12) months of occupancy, the
cost of such replacement or repair shall be the responsibility of the Lessor.
This warranty, however, is contingent upon Lessee maintaining a regularly
scheduled preventative maintenance/service contract as per paragraph 5.05 of
this Lease Agreement.

     16.02 ADDENDUM TO LEASE: See Attached

     16.03 BUILDINGS RULES AND REGULATIONS. See Attached.


                            ARTICLE 17.00 SIGNATURES

SIGNED at HOUSTON, TX    this   21ST    day of NOVEMBER 1996


                  LESSEE
Vantage Houston. Inc. as agent for             MLC-Enterprines, Inc. dba
Greenbriar Holdings Houston, Ltd.              Marine & Industrial Supply

By: /S/ KIT DOLAN                              By: /S/ MICHAEL L. COOPER
 Kit Dolan, President                          Michael L- Cooper, President


                                     Page 15
<PAGE>

                                                                  EXHIBIT 10.28

                                ADDENDUM TO LEASE


HAZARDOUS WASTE. The term "Hazardous Substances." as used in this lease shall
mean pollutants, contaminants, toxic or hazardous wastes, or any other
substances, the use and/or the removal of which is required or the use of which
is restricted, prohibited or penalized by any "Environmental Law," which term
shall mean any federal, state or local law, ordinance or other statute of a
governmental or quasi-governmental authority relating to pollution or protection
of the environment. Lessee hereby agrees that (i) no activity will be conducted
on the premises that will produce any Hazardous Substance, except for such
activities that are part of the ordinary course of Lessee's business activities
(the "Permitted Activities") provided said Permitted Activities are conducted in
accordance with all Environmental Laws and have been approved in advance in
writing by Lesssor. Lessee shall be responsible for obtaining any required
permits and paying any fees and providing any testing required by any
governmental agency: (ii) the premises will not be used in any manner for the
storage of any Hazardous Substances except for the temporary storage of such
materials that are used in the ordinary course of Lessee's business (the
"Permitted Materials") provided such Permitted Materials are properly stored in
a manner and location meeting all Environmental Laws and approved in advance in
writing by Lessor. Lessee shall be responsible for obtaining any required
permits and paying any fees and providing any testing required by any
governmental agency; (iii) no portion of the premises will be used as a landfill
or a dump; (iv) Lessee will not install any underground or above ground tanks of
any type; (v) Lessee will not allow any surface or subsurface conditions to
exist or come into existence that constitute, or with the passage of time may
constitute a public or private nuisance; (vi) Lessee will not permit any
Hazardous Substances to be brought onto the premises, except for the Permitted
Materials described below, and if so brought or found located thereon, the same
shall be immediately removed, with proper disposal and all required cleanup
procedures shall be diligently undertaken pursuant to all Environmental Laws.
Lessor or Lessor's representative shall have the right but not the obligation to
enter the premises for the purpose of inspecting the storage, use and disposal
of Permitted Materials to ensure compliance with all Environmental Laws. Should
it be determined, in Lessor's sole opinion, that said Permitted Materials are
being improperly stored, used, or disposed of then Lessee shall immediately take
such corrective action as requested by Lessor. Should Lessee fail to take such
corrective action within 24 hours, Lessor shall have the right to perform such
work and Lessee shall promptly reimburse Lessor for any and all costs associated
with said work. If at any time during or after the term of the lease, the
premises is found to be so contaminated or subject to said conditions, Lessee
shall diligently institute proper and thorough cleanup procedure at Lessee's
sole cost. Before taking any action to comply with hazardous material laws or to
clean up hazardous material contaminating the premises, Lessee shall submit to
Lessor a plan of action, including any and all plans and documents required by
any hazardous material law to be submitted to a governmental authority
(collectively, a "plan of action"). Before Lessee begins the actions necessary
to comply with hazardous material laws or to clean up contamination from
hazardous materials Lessor shall have (1) approved the nature, scope and timing
of the plan of action, and (2) approved any and all covenants and agreements to
effect the plan of action. Lessee agrees to indemnify and hold Lessor harmless
from all claims, demands, actions, liabilities, costs, expenses, damages and
obligations of any nature arising from or as a result of the use of the premises
by Lessee. The foregoing indemnification and the responsibilities of Lessee
shall survive the termination of expiration of this Lease.

Permitted Materials: None.


                                     Page 16
<PAGE>

CERTFICATE OF OCCUPANCY. Upon Occupancy of the leased premises, Lessee shall be
required to obtain a Certificate of Occupancy (the CO) from the municipality in
which the building is located. Failure of Lessee to obtain and deliver the CO to
Lessor upon occupancy shall be a default which shall allow Lessor to pursue the
remedies set forth in Article 11.02 of this Lease.

3.03 (cont'd) COMPLIANCE WITH LAWS, RULES AND REGULATIONS. Should the building
of which the leased premises are a part not be classified as a "commercial
facility which is a place of public accommodations" as defined in Title III of
the American With Disabilities Act of 1990 (the Act) on the date hereof, and
Lessee's use, alterations or improvements thereafter causes the building to be
classified as such, Lessee shall be responsible for and shall indemnify Lessor
against any and all costs and expenses of Lessor associated with complying with
the Act.

LIABILITY INSURANCE. Lessee shall, at its sole expense, maintain at all times
during the term of this Lease public liability insurance with respect to the
leased premises and the conduct or operation of Lessee's business therein naming
Lessor as an additional insured with limits of not less that $1,000,000 for
death or bodily injury to any one or more persons in a single occurrence and
$500,000.00 for property damage. Lessee shall deliver a certificate of such
insurance to Lessor on or before the commencement date and thereafter from time
to time upon request.


                                     Page 17
<PAGE>

                                                                  EXHIBIT 10.28

                              RULES AND REGULATIONS


1.   Lessor agrees to furnish two keys without charge. Additional keys will be
     furnished at nominal charge. Lessee shall change locks or install
     additional locks on doors without prior written consent of Lessor. Lessee
     shall not make or cause keys to be made duplicates of keys produced from
     Lessor without prior approval of Lessor. All keys to lease premises shall
     be surrendered to Lessor upon termination of this Lease.

2.   Lessee will refer all contractors, contractor's representatives and
     installation technicians rendering any service on or to the leased Premises
     for Lessee to Lessor for Lessor's approval before performance of any
     contractual service. Lessee's contractors and installation technicians
     shall comply with Lessor's rules and regulations pertaining to construction
     and installation. This provision shall apply to all work performed on or
     about the leased premises or project including installation of telephones,
     telegraph equipment, electrical devices and attachments and installations
     of any nature affecting floors, walls, woodwork, trim, windows, ceilings
     and equipment or any other physical portion of the leased premises or
     project.

3.   Lessee shall not at any time occupy any part of the leased premises or
     project as sleeping or lodging quarters.

4.   Lessee shall not place, install or operate on the leased premises or in any
     part of the building any engine, stove or machinery, or conduct mechanical
     operations or cook thereon or therein, or place or use in or about the
     leased premises or project any explosives, gasoline, kerosene, oil acids,
     caustics, or any flammable, explosive or hazardous material without written
     consent of Lessor.

5.   Lessor will not be responsible for lost or stolen personal property,
     equipment, money or jewelry from the leased premises or the project
     regardless of whether such loss occurs when the area is looked against
     entry or not.

6.   No dogs, cats, fowl, or other animals shall be brought into or kept in or
     about the leased premises or project.

7.   Employees of Lessor shall not receive or carry messages for or to any
     Lessee or other person or contract with or render free or paid services to
     any Lessee or to any of lessee's agents, employees or invitees.

8.   None of the parking plaza, recreation or lawn areas, entries, passages,
     doors, elevators, hallways, or stairways shall be blocked or obstructed or
     any rubbish, litter, trash, or material of any nature places, emptied or
     thrown into these areas or such area used by Lessee's agents, employees or
     invitees at any time for purposes inconsistent with their designation by
     Lessor.

9.   The water closets and other water fixtures shall not be used for any
     purpose other than those for which they were constructed, and any damage
     resulting to them from misuse or by the defacing or injury of any part of
     the building shall be borne by the person who shall occasion it. No person
     shall waste water by inferring with the faucets or otherwise.


                                     Page 18
<PAGE>

10.  No person shall disturb occupants of the building by the use of any radios,
     record players, tape recorders, musical instruments, the making of unseemly
     noises or any unreasonable use.

11.  Nothing shall be thrown out of the windows of the building or down the
     stairways or other passages.

12.  Lessee and its employees, agents and invitees shall Park their vehicles
     only in those parking areas designated by Lessor. Lessee shall furnish
     Lessor with state automobile license numbers of Lessee's vehicles and its
     employees' vehicles within five days, after taking possession of the leased
     premises and shall notify Lessor of any changes within five days after such
     change occurs. Lessee shall not leave any vehicle in a state of disrepair
     (including without limitation, flat tires, out of date inspection stickers
     or license plates) on the leased premises or project. If Lessee or its
     employees, agents or invitees park their vehicles in areas other than the
     designated parking areas or leave any vehicle in a state of disrepair,
     Lessor after giving written notice to Lessee of such violation, will have
     the right to remove such vehicles at Lessee's expense.

13.  Parking in a parking garage or area shall be in compliance with all parking
     rules and regulations including any sticker or other identification system
     established by Lessor. Failure to observe and regulations shall terminate
     Lessee's right to use the parking garage or area and subject the vehicle in
     violation of the parking rules and regulations to removal and impoundment.
     No termination of parking privileges or removal of impoundment of a vehicle
     shall create any liability on Lessor or be deemed to interfere with
     Lessee's right to possession of its leased premises. Vehicles must be
     parked entirely within the stall lines and all directional signs, arrows
     and posted speed limits must be observed. Parking is prohibited in areas
     not striped for parking, in aisles, where "No Parking" signs are posted, on
     ramps, in cross hatched areas, and in other areas as may be designated by
     Lessor. Parking stickers or other forms of identification supplied by
     Lessor shall remain the property of Lessor and not the property of Lessee
     and are not transferable. Every person is required to park and lock his
     vehicle. All responsibility for damage to vehicles or persons is assumed by
     he owner of the vehicle or its driver.

14.  Movement in or out of the building of furniture or office supplies and
     equipment, or dispatch or receipt by Lessee of any merchandise or materials
     which requires use of elevators or stairways, or movement through the
     building entrances or lobby, shall be restricted to our designated by
     Lessor. All such movement shall be under supervision of Lessor and carried
     out in the manner agreed between Lessee and Lessor by prearrangement before
     performance. Such prearrangement will include determination by Lessor of
     time, method, and routing of movement and limitations imposed by safety or
     other concerns which may prohibit any article, equipment or any other item
     from being brought into the building. Lessee assumes, and shall indemnify
     Lessor against, all risks and claims of damage to persons and properties
     arising in connection with any said movement.

15.  Lessor shall not be liable for any damages from the stoppage of elevators
     for necessary or desirable repairs or improvements or delays of any sort or
     duration in connection with the elevator service.


                                     Page 19
<PAGE>

16.  Lessee not lay floor covering within the leased premises without written
     approval of the Lessor. The use of cement or other similar adhesive
     materials not easily removed with water is expressly prohibited.

17.  Lessee agrees to cooperate and assist Lessor in the prevention of
     canvassing, soliciting and peddling within the building or project.

18.  Lessor reserves the right to exclude from the building or project, between
     the hours of 6:00 p.m. and 7;00 a.m. on weekdays and at all hours on
     Saturday, Sunday and legal holidays, all persons who are not known to the
     building or project security personnel and who do not present a pass to the
     building signed by the Lessee. Each Lessee shall be responsible for all
     persons for whom he supplies a pass.

19.  It is Lessor's desire to maintain the building or project the highest
     standard of dignity and good taste consistent with the comfort and
     convenience for Lessees. Any action or condition not meeting this high
     standard should be reported directly to Lessor. Your cooperation will be
     mutually beneficial and sincerely appreciated. Lessor reserves the right to
     make such other and further reasonable rules and regulations as in its
     judgment may from time to time be necessary, for the safety, care, and
     cleanliness of the leased premises and for the preservation of good order
     therein.


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