TABLE OF CONTENTS
                                       FOR
                          SUPPLEMENTAL LEASE PROVISIONS

Description                                                                 Page
--------------------------------------------------------------------------------

Article 1   Term and Possession ............................................  1

Article 2   Rent ...........................................................  2

Article 3   Security Deposit ...............................................  3

Article 4   Occupancy and Use ..............................................  4

Article 5   Utilities and Services .........................................  5

Article 6   Maintenance, Repairs, Alterations and improvements .............  6

Article 7   Insurance, Fire and Casualty ...................................  7

Article 8   Condemnation ...................................................  9

Article 9   Liens .......................................................... 10

Article 10  Taxes on Tenant's Property ..................................... 10

Article 11  Subletting and Assigning ....................................... 10

Article 12  Transfers by Landlord, Subordination and
            Tenant's Estoppel Certificate .................................. 11

Article 13  Default ........................................................ 11

Article 14  Notices ........................................................ 15

Article 15  Miscellaneous Provisions ....................................... 15


                           LIST OF EXHIBITS AND RIDERS
                        TO SUPPLEMENTAL LEASE PROVISIONS

      Exhibit A   Floor Plan
      Exhibit B   Land Legal Description
      Exhibit C   Work Letter
      Exhibit D   Acceptance of Premises Memorandum

      Addendum    X Check, if applicable
                  --  

      Rider 1     Water Expenses
      Rider 2     Renewal Option
      Rider 3     ---------------
      Rider 4     ---------------
      Rider 5     ---------------
      Rider H-1   Hazardous Materials
      Rider H-2   X Check, if attached
                  --  

                  or

                  __ Check, if not attached and 
                  Tenant has waived hazardous materials
                  inspection right.


                                       i
<PAGE>

                             MULTI-TENANT INDUSTRIAL
                       LEASE AGREEMENT WITH EXPENSE STOPS

This Lease Agreement (hereinafter called "this Lease") is made this 29 day
November, 1994 between THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, a New Jersey
corporation (hereinafter called "Landlord"), and Video Services, Inc. a
___________ (hereinafter called "Tenant"). This Lease consists of this
paragraph, The Basic Lease Provisions, Supplemental Lease Provisions and each
exhibit, rider, schedule and addendum attached to the Basic Lease Provisions and
Supplemental Lease Provisions.

                             BASIC LEASE PROVISIONS

1.    Building:
      a. Name: Clover Park.
      b. Address: 2000 Governors Circle, 3915-3925 Dacoma, & 4120-4141
         Directors Row, Houston, Texas 77092.
      c. Property Number: GA00998.
      d. Agreed Rentable Area: 132,929 square feet.
2.    Premises:
      a. Suite#: B at 4140 Directors Row, Houston, Texas 77092.
      b. Agreed Rentable Area: 3600 square feet.
3.    Basic Rent (see Article 2, Supplemental Lease Provisions):

                                             Basic            Basic
      Rental                                 Annual           Monthly
      Period                                  Rent             Rent
      ------                                  ----             ----

      Months  1 - 12                       $ 21,060          $1,755.00
      Months 13 - 24                       $ 22,140          $1,845.00
                                           $  0.0            $  0.0
                                           $  0.0            $  0.0
                                           $  0.0            $  0.0

4.    Expense Stops and Pro Rata Share Percentage:
      a.    Operating Expense Stop:  .74 per square foot annually.
      b.    Real Estate Taxes Expense Stop: $0.57.
      c.    Tenant's Pro Rata Share Percentage: 2.71% (the Agreed Rentable
            Area of the Premises divided by the Agreed Rentable Area of the
            Building, expressed in a percentage).
5.    Term: Two (2) years and zero (0) months (see Article 1, Supplemental Lease
      Provisions).
6.    Commencement Date: January 1, 1995 (see Article 1, Supplemental Lease 
      Provisions).
7.    Expiration Date: December 31, 1996  (see Article 1, Supplemental Lease 
      Provisions).
8.    Security Deposit: $ None   (see Article 3, Supplemental Lease Provisions).
9.    Tenant's Broker:  Tenant's Broker is represented by ____________
10.   Permitted Use: General office a distribution, provided Tenant complies 
      with all applicable zoning laws, rules and regulations (see Article 4,
      Supplemental Lease Provisions).

11.   All payments shall be sent to Landlord in care of Premisys Real Estate
      Services ("Property Manager") at 2900 North Loop West, Suite 110, Houston,
      Texas 77092 or such other place as Landlord may designate from time to
      time. All payments shall be in the form of check until otherwise
      designated by Landlord.

12.   Addresses for notices due under this Lease (see Article 14, Supplemental
      Lease Provisions):

Landlord:                                                    Tenant:

THE PRUDENTIAL INSURANCE COMPANY
OF AMERICA
                                              PRIOR TO COMMENCEMENT DATE:
c/o Premisys Real Estate Services, Inc        Allied Film & Video services Inc
2900 North Loop West, Suite 110               6305 N. O'Conner Rd. Suite 111
Houston, Texas 77092                          Irving Texas  75039-3510
Attn: Steve Carter                            Attn:
Fax:713-683-0324                              Fax: (214) 869-2117

With a copy to:                               ON AND AFTER COMMENCEMENT DATE:

THE Prudential Insurance Company of America   The Premises.
1100 Milam, Suite 3900                        Fax:
Houston, Texas 77002-5407

Attn.: Vice President, Prudential Realty Croup
          AND IF NOTICE OF DEFAULT, COPY TO
          Law Department, Prudential Realty Group
          1201 Elm Street, Suite 4900
          Dallas, Texas 75270
          Fax:(214) 745-1958

Landlord and Tenant are initialing these Basic Lease Provisions in the
appropriate space provided below as an acknowledgment that they are a part of
this Lease.

<PAGE>

                          SUPPLEMENTAL LEASE PROVISIONS

                                    ARTICLE 1
                               TERM AND POSSESSION

SECTION 1.1 LEASE OF PREMISES, COMMENCEMENT AND EXPIRATION.

1.101 Lease of Premises. In consideration of the mutual covenants herein,
      Landlord hereby leases to Tenant and Tenant hereby leases from Landlord,
      subject to all the terms and conditions of this Lease, the portion of the
      Building (as described in Item I of the Basic Lease Provisions) described
      as the Premises in Item 2 of the Basic Lease Provisions and that is more
      particularly described by the crosshatched area on Exhibit A attached
      hereto (hereinafter called the "Premises"). The Building, the land (the
      "Land") on which the Building is situated (which Land is more particularly
      described on Exhibit B attached hereto), the parking garage, if any,
      located on the Land and serving the Building (the "Garage") and all other
      improvements located on and appurtenances to the Building, the Garage and
      the Land are referred to collectively herein as the "Property".

1.102 The agreed rentable area of the Premises is hereby stipulated to be the
      "Agreed Rentable Area" of the Premises set forth in Item 2b of the Basic
      Lease Provisions, irrespective of whether the same should be more or less
      as a result of minor variations resulting from construction of Tenant's
      Improvements (as defined in the Work Letter (herein so called) attached
      hereto as Exhibit C). The agreed rentable area of the Building is hereby
      stipulated to be the "Agreed Rentable Area" of the Building set forth in
      Item 1c of the Basic Lease Provisions, irrespective of whether the same
      should be more or less as a result of minor variations resulting from
      actual construction or repair of the Building.

1.103 Initial Term and Commencement. The initial term of this Lease shall be the
      period of time specified in Item 5 of the Basic Lease Provisions. The
      initial term shall commence on the Commencement Date (herein so called)
      set forth in Item 6 of the Basic Lease Provisions (as Date may be adjusted
      pursuant to Section 3 of the Work Letter) and, unless sooner terminated
      pursuant to the terms of this Lease, the initial term of this Lease shall
      expire, without notice to Tenant, on the Expiration Date (herein so
      called) set forth in Item 7 of the Basic Lease Provisions (as such
      Expiration Date may be adjusted pursuant to Section 3 of the Work Letter).

SECTION 1.2 INSPECTION AND DELIVERY OF PREMISES, CONSTRUCTION OF LEASE SPACE
IMPROVEMENTS AND POSSESSION

1.201 tenant hereby accepts delivery of the Premises. Tenant acknowledges that
      Tenant has inspected the Premises and the Common Areas (as hereinafter
      defined) and, except for latent defects discovered and reported to
      Landlord by Tenant within 180 days from the Commencement Date, hereby (i)
      accepts the Common Areas in "as is" condition for all purposes and (ii)
      subject to Landlord's completion of its obligations under the Work Letter,
      Tenant hereby accepts the Premises (including the suitability of the
      Premises for the Permitted Use) for all purposes.

1.202 Completion. Landlord will perform or cause to be performed the work and/or
      construction of Tenant's Improvements (as defined in the Work Letter) in
      accordance with the terms of the Work Letter and will use reasonable
      efforts to Substantially Complete (as defined in the Work Letter) Tenant's
      Improvements by the Commencement Date. If Tenant's Improvements are not
      Substantially Complete by the Commencement Date set forth in Item 6 of the
      Basic Lease Provisions for any reason whatsoever, Tenant's sole remedy
      shall be an adjustment of the Commencement Date and the Expiration Date to
      the extent permitted under Section 3 of the Work Letter.

1.203 Acceptance of Premises Memorandum. Upon Substantial Completion (as defined
      in the Work Letter) of Tenant's improvements, Landlord and Tenant shall
      execute the Acceptance of Premises Memorandum, (herein so called) attached
      hereto as Exhibit D. If Tenant occupies the Premises without executing an
      Acceptance of Premises Memorandum, Tenant shall be deemed to have accepted
      the Premises for all purposes and Substantial Completion shall be deemed
      to have occurred on the earlier to occur of (i) actual occupancy or (ii)
      the Commencement Date set forth in item 6 of the Basic Lease Improvement.


SECTION 1.3 REDELIVERY OF THE PREMISES. Upon the expiration or earlier
termination of this Lease or upon the exercise by Landlord of its right to
re-enter the Premises without terminating this Lease, Tenant shall immediately
deliver to Landlord the Premises free of offensive odors and in a safe, clean,
neat, sanitary and operational condition, together with all keys and parking and
access cards. Tenant shall, by the Expiration Date or, if this Lease is earlier
terminated, within seven (7) days after the termination, at the sole expense of
Tenant: (i) remove from the Premises (unless Landlord is asserting its lien
rights therein), any equipment, machinery, trade fixtures and personally
installed or placed in the Premises by or on behalf of Tenant and (ii) if
requested by Landlord, (a) remove from the Premises all or any part of the
improvements made to the Premises by or on behalf of Tenant and (b) restore the
Premises to the condition existing prior to the installation of such
improvements. All removals and work described shall be accomplished in a good
and workmanlike manner and shall be conducted in a fashion so as not to damage
the Premises or the Building or the plumbing, electrical lines or other
utilities serving the Building. Tenant shall, at its expense, promptly repair
any damage caused by any such removal or work. If Tenant fails to deliver the
Premises in the condition aforesaid, then Landlord may restore the Premises to
such a condition at Tenant's expense. All property required to be removed
pursuant to this Section not removed within the time period required hereunder
shall thereupon be conclusively presumed to have been abandoned by Tenant, and
Landlord may, at its option, take over possession of such property and either
(a) declare the same to be the property of Landlord by written notice to Tenant
at the address provided herein or (b) at the sole cost and expense of Tenant,
remove and store and/or dispose of the same or any part thereof in any manner
that Landlord shall choose without incurring liability to Tenant or any other
person.


                                       1
<PAGE>

SECTION 1.4 HOLDING OVER. in the event Tenant, or any party under Tenant
claiming rights to this Lease, retains possession of the Premises after the
expiration or earlier termination of this Lease, such possession shall
constitute and be construed as a tenancy at will only, subject, however, to all
of the terms, provisions, covenants and agreements on the part of Tenant
hereunder; such parties shall be subject to immediate eviction and removal, and
Tenant or any such party shall pay Landlord as rent for the period of such
holdover an amount equal to one and one-half (1-1/2) times the Basic Annual Rent
and Additional Rent (as hereinafter defined) in effect immediately preceding
expiration or termination, as applicable, prorated on a daily basis. Tenant
shall also pay any and all damages sustained by Landlord as a result of such
holdover. The rent during such holdover period shall be payable to Landlord from
time to time on demand; provided, however, if no demand is made during a
particular month, holdover rent accruing during such month shall be paid in
accordance with the provisions of Article 2. Tenant will vacate the Premises and
deliver same to Landlord immediately upon Tenant's receipt of notice from
Landlord to so vacate. No holding over by Tenant, whether with or without
consent of Landlord, shall operate to extend the term of this Lease; no
payments of money by Tenant to Landlord after the expiration or earlier
termination of this Lease shall reinstate, continue or extend the term of this
Lease; and no extension of this Lease after the expiration or earlier
termination thereof shall be valid unless and until the same shall be reduced to
writing and signed by both Landlord and Tenant.

                                    ARTICLE 2
                                      RENT

SECTION 2.1 BASIC RENT. Tenant shall pay as annual rent for the Premises the
applicable Basic Annual Rent shown in Item 3 of the Basic Lease Provisions. The
Basic Annual Rent shall be payable in monthly installments equal to the
applicable Basic Monthly Rent shown in Item 3 of the Basic Lease Provisions in
advance, without demand, offset or deduction, which monthly installments shall
commence on the Commencement Date and shall continue on the first (1st) day of
each calendar month thereafter. If the Commencement Date occurs on a day other
than the first day of a calendar month or the Expiration Date occurs on a day
other than the last day of a calendar month, the Basic Monthly Rent for such
partial month shall be prorated.

SECTION 2.2 ADDITIONAL RENT.

2.201 Definitions. For purposes of this Lease, the following definitions shall
      apply:

      (a) "Additional Rent", for a particular calendar year, shall equal the
      product of Tenant's Pro Rata Share Percentage (as set forth in Item 4c of
      the Basic Lease Provisions), multiplied by the sum of (i) the amount by
      which all Operating Expenses (as hereinafter defined) for the applicable
      calendar year exceed Tenant's Operating Expense Stop (as set forth in Item
      4a of the Basic Lease Provisions) plus (ii) the amount by which the Real
      Estate Taxes (as hereinafter defined) for the applicable calendar year
      exceed Tenant's Real Estate Taxes Expense Stop (as set forth in Item 4b of
      the Basic Lease Provisions) plus (iii) Additional Pass Through Costs (as
      hereinafter defined) for the applicable calendar year.

      (b) "Operating Expenses" shall mean (without duplication of any costs and
      expenses for which Tenant is responsible under Section 5.1 or 5.2 or
      subsection 6.201 below) (i) all of the costs and expenses Landlord incurs,
      pays or becomes obligated to pay in connection with operating, managing,
      maintaining, repairing and insuring the Property (including, without
      limitation, the Common Areas) for a particular calendar year or portion
      thereof as determined by Landlord in accordance with generally accepted
      accounting practices, (ii) costs of maintenance, repair and care of rail
      spur areas, if any, shared with other tenants of the Building and (iii)
      the charges assessed against the Property pursuant to any contractual
      covenants or recorded declaration of covenants or the covenants,
      conditions and restrictions of any other similar instrument affecting the
      Property. Operating Expenses shall not include Real Estate Taxes or
      Additional Pass Through Costs.

      (c) "Real Estate Taxes" shall mean (i) all real estate taxes and other
      taxes or assessments which are levied with respect to the Property or any
      portion thereof for each calendar year, (ii) any tax, surcharge or
      assessment which shall be levied as a supplement to or in lieu of real
      estate taxes, (iii) the costs and expenses of a consultant, if any, or of
      contesting the validity or amount of such real estate or other taxes and
      (iv) any rental, excise, sales, transaction, privilege or other tax or
      levy, however denominated, imposed upon or measured by the rental reserved
      hereunder or on Landlord's business of leasing the Premises, excepting
      only Landlord's net income taxes (collectively, "Real Estate Taxes").

      (d) "Additional Pass Through Costs" shall mean the following costs and
      expenses incurred by Landlord from and after January 1 of the calendar
      year in which this Lease is executed: (i) subject to the limitations of
      clause (ii) following, the cost of any improvement made to the Property by
      Landlord that is required under any governmental law or regulation which
      was not promulgated, or which was promulgated but was not applicable to
      the Building, at the time the Building was constructed, amortized over
      such period as Landlord shall reasonably determine, together with an
      amount equal to interest at the rate of twelve percent (12%) per annum
      (the "Amortization Rate") on the unamortized balance thereof-, (ii) the
      cost of any improvement made to the Common Areas of the Property that is
      required under interpretations or regulations issued after the
      Commencement Date under, or amendments made after the Commencement Date
      to, the provisions of Tax. Rev. Civ. Stat. Ann. art. 9102 and the
      provisions of the Americans With Disabilities Act of 1990, 42 U.S.C.
      ss.ss.12101-12213 (collectively, the "Disability Acts"), amortized over
      such period as Landlord shall reasonably determine, together with an
      amount equal to interest at the Amortization Rate on the unamortized
      balance thereof, (iii) the cost of any labor-saving or energy-saving
      device or other equipment installed in the Building (provided Landlord
      reasonably anticipates that the installation thereof will reduce Operating
      Expenses), amortized over such period as is


                                       2


<PAGE>

      reasonably determined by Landlord together with an amount equal to
      interest at the Amortization Rate on the unamortized balance thereof, and
      (iv) all other capital costs and expenses which would generally be
      regarded as ownership, operating, maintenance and management costs and
      expenses which would normally be amortized over a period not to exceed
      five (5) years.

      (e) "Tenant's Operating Expense Stop" shall be the total Operating
      Expenses for the applicable calendar year set forth in Item 4a of the
      Basic Lease Provisions or if no year is so stated, the total dollar amount
      stated in Item 4a of the Basic Lease Provisions.

      (f) "Tenant's Real Estate Taxes Expense Stop" shall be the total of all
      Real Estate Taxes for the applicable calendar year set forth in Item 4b of
      the Basic Lease Provisions or if no year is so stated, the total dollar
      amount stated in Item 4b of the Basic Lease Provisions.

2.202 Payment Obligation. In addition to the Basic Rent specified in this Lease,
      Tenant shall pay to Landlord the Additional Rent, in each calendar year or
      partial calendar year during the term of this Lease, payable in monthly
      installments as hereinafter provided. On or prior to the Commencement Date
      and at least thirty (30) days prior to each calendar year thereafter (or
      as soon thereafter as is reasonably possible), Landlord shall give Tenant
      written notice of Tenant's estimated Additional Rent for the applicable
      calendar year and the amount of the monthly installment due for each month
      during such year. Tenant shall pay to Landlord on the Commencement Date
      and on the first day of each month thereafter the amount of the applicable
      monthly installment, without demand, offset or deduction, provided,
      however, if the applicable installment covers a partial month, then such
      installment shall be prorated on a daily basis. Within ninety (90) days
      after the end of (i) each calendar year and (ii) the Expiration Date or as
      soon thereafter as is reasonably possible, Landlord shall prepare and
      deliver to Tenant a statement showing Tenant's actual Additional Rent for
      the applicable calendar year, provided that with respect to the calendar
      year in which the Expiration Date occurs, (x) that calendar year shall be
      deemed to have commenced on January 1 of that year and ended on the
      Expiration Date (the "Final Calendar Year") and (y) Landlord shall have
      the right to estimate the actual Operating Expenses allocable to the Final
      Calendar Year but which are not determinable within such ninety day
      period. If Tenant's total monthly payments of Additional Rent for the
      applicable year are less than Tenant's actual Additional Rent, then Tenant
      shall pay to Landlord the amount of such underpayment. If Tenant's total
      monthly payments of Additional Rent for the applicable year are more than
      Tenant's actual Additional Rent, then Landlord shall credit against the
      next Additional Rent payment or payments due from Tenant the amount of
      such overpayment, provided, however, with respect to the Final Calendar
      Year, Landlord shall pay to Tenant the amount of such excess payments,
      less any amounts then owed to Landlord. Unless Tenant takes written
      exception to any item within thirty (30) days after the furnishing of an
      annual statement, such statement shall be considered as final and accepted
      by Tenant. Any amount due Landlord as shown on any such statement shall be
      paid by Tenant within thirty (30) days after it is furnished to Tenant.

2.203 Billing Disputes. If there exists any dispute as to (i) the amount of
      Additional Rent, (ii) whether a particular expense is properly included in
      Additional Rent or (iii) Landlord's calculation of Additional Rent (each
      an "Additional Rent Dispute"), the events, errors, acts or omissions
      giving rise to such Additional Rent Dispute shall not constitute a breach
      or default by Landlord under this Lease and even if a judgment resolving
      the Additional Rent Dispute is entered against Landlord, this Lease shall
      remain in full force and effect and Landlord shall not be liable for any
      consequential damages resulting from the event, error, act or omission
      giving rise to such Additional Rent Dispute. Notwithstanding the existence
      of an Additional Rent Dispute, Tenant shall pay timely the amount of
      Additional Rent which is in dispute and will continue to make all
      subsequent payments of Additional Rent as and when required under this
      Lease, provided that the payment of such disputed amount and other amounts
      shall be without prejudice to Tenant's position. If an Additional Rent is
      resolved in favor of Tenant, Landlord shall forthwith pay to Tenant the
      amount of Tenant's overpayment of Additional Rent, together with interest
      from the time of such overpayment at the annual rate of ten percent (10%).

SECTION 2.3 RENT DEFINED AND NO OFFSETS. Basic Annual Rent, Additional Rent and
all other sums (whether or not expressly designated as rent) required to be paid
to Landlord by Tenant under this Lease (including, without limitation, any sums
payable to Landlord under any addendum, exhibit, rider or schedule attached
hereto) shall constitute rent and are sometimes collectively referred to as
"Rent". Each payment of Rent shall be paid by Tenant when due, without prior
demand therefor and without deduction or setoff.

SECTION 2.4 LATE CHARGES. If any installment of Basic Annual Rent or Additional
Rent or any other payment of Rent under this Lease shall not be paid when due, a
"Late Charge" of ten cents ($.10) per dollar so overdue may be charged by
Landlord to defray Landlord's administrative expense incident to the handling of
such overdue payments. Each Late Charge shall be payable on demand.

                                    ARTICLE 3
                                SECURITY DEPOSIT

Tenant will pay Landlord on the date this Lease is executed by Tenant the
Security Deposit set forth in Item 8 of the Basic Lease Provisions as security
for the performance of the terms hereof by Tenant. Tenant shall not be entitled
to interest thereon and Landlord may commingle such Security Deposit with any
other funds of Landlord. The Security Deposit shall not be considered an advance
payment of rental or a measure of Landlord's damages in case of default by
Tenant. If Tenant defaults with respect to any provision of this Lease, Landlord
may, but shall not be required to, from time to time, without prejudice to any
other remedy, use, apply or retain all or any part of this Security Deposit for
the payment of any Rent or any other sum in default or for the payment of any
other amount which Landlord may spend or become obligated to spend by reason of
Tenant's default or to compensate Landlord for any other loss or damage which
Landlord may suffer by reason of Tenant's default, including, without
limitation, costs and attorneys' fees incurred by Landlord to recover possession
of the Premises. If Tenant shall fully and faithfully perform every provision of
this Lease to be performed by it, the Security Deposit shall be returned to
Tenant within sixty (60) days after the


                                       3

<PAGE>

Expiration Date. Tenant agrees that it will not assign or encumber or attempt to
assign or encumber the monies deposited herein as the Security Deposit and that
Landlord and its Successors and assigns shall not be bound by any such actual or
attempted assignmenT or encumbrance. Regardless of any assignment of this Lease
by Tenant; Landlord may return the Security Deposit to the original Tenant, in
the absence of evidence satisfactory to Landlord of an assignment of the right
to receive the Security Deposit or any part of the balance thereof

                                    ARTICLE 4
                                OCCUPANCY AND USE

SECTION 4.1  USE OF PREMISES.

4.101 General. The Premises shall, subject to (lie remaining provisions of this
      Section, be used solely for the Permitted Use (herein so called) specified
      in Item 10 of the Basic Lease Provisions. Prior to commencement of any
      work pursuant to the Work Letter (or if no work is to be performed
      pursuant to a Work Letter, then prior to Tenant's occupancy of the
      Premises), Tenant shall satisfy itself and Landlord that the Permitted Use
      will comply with all applicable zoning ordinances, rules and regulations.
      Without in any way limiting the foregoing, Tenant shall not use any pan of
      the Premises for sleeping quarters, or for the manufacture of hazardous or
      toxic chemical or materials, and will not use, occupy or permit the use or
      occupancy of the Premises for any purpose (and the Permitted Use shall not
      include any use) which is forbidden by or in violation of any zoning
      ordinance, jaw, rule or regulation or any other law, ordinance or
      governmental or municipal regulation, order, or certificate of occupancy,
      or which may be dangerous to life, limb or property; or permit the
      maintenance of any public or private nuisance; or do or permit any other
      thing which may disturb die quiet enjoyment of any other tenant of the
      Property; or keep any substance or carry on or permit any operation which
      might emit offensive odors or conditions from the Premises; or commit or
      suffer or permit any waste in or upon the Premises; or sell, purchase, or
      give away, or permit the sale, purchase or gift of food in any form by or
      to any of Tenant's agents or employees or other parties in the Premises
      except through vending machines in employee lunch or rest areas within the
      Premises for use by Tenant's employees only; or use any apparatus which
      might make undue noise or set up vibrations in the Building; or permit
      anything to be done which would increase the fire and extended coverage
      insurance rate on the Building or contents, and if there is any increase
      in such rate by reason of acts of Tenant, then Tenant agrees to pay such
      increase upon demand therefor by Landlord. Payment by Tenant of any such
      rate increase shall not be a waiver of Tenant's duty to comply herewith.
      Outside storage, including without limitation, storage in non-operative or
      stationary trucks, trailers and other vehicles, and all vehicle
      maintenance or repair upon or adjacent to the Premises is prohibited
      without Landlord's prior written consent. Tenant shall keep the Premises
      neat and clean at all times. Tenant shall comply with, and promptly
      correct any violation of; a governmental law, rule or regulation relating
      to the Premises. Tenant shall comply with any direction of any
      governmental authority having jurisdiction which imposes any duty upon
      Tenant or Landlord with respect to the Premises, or with respect to the
      occupancy or use thereof

4.102 Hazardous and Toxic Materials.

      (a) For purposes of this Lease, hazardous or toxic materials shall mean
      asbestos containing materials "ACM") and all other materials, substances,
      wastes and chemicals classified as hazardous or toxic substances,
      materials, wastes or chemicals under then-current applicable governmental
      Jaws, rules or regulations or that are subject to any right-to-know laws
      or requirements.

      (b) Tenant shall not knowingly incorporate into, or use or otherwise place
      or dispose of any hazardous or toxic materials, at or on the Premises or
      the Property except for use and storage of cleaning and office supplies
      used in the ordinary course of Tenants business and then only if (i) such
      materials are in small quantities, properly labeled and contained, (ii)
      such materials are handled and disposed of in accordance with the highest
      accepted industry standards for safety, storage, use and disposal, (iii)
      notice of and a copy of the current material safety data sheet is provided
      to Landlord for each such hazardous or toxic material and (iv) such
      materials are used, transported, stored, handled and disposed of in
      accordance with all applicable governmental laws, rules and regulation;.
      Landlord shall have the right to periodically inspect, take samples for
      testing and otherwise investigate the Premises for the presence of
      hazardous or toxic materials. Landlord shall not knowingly dispose of any
      hazardous or toxic materials on the Property and shall otherwise deal with
      all hazardous or toxic materials at the Premises, Building or Land in a
      manner that will not materially and adversely affect Tenant's access, use
      or occupancy of the Premises. if Landlord or Tenant ever has knowledge of
      the presence of hazardous or toxic materials on the Property that affect
      the Premises, the party having knowledge shall no~ the other party thereof
      in writing promptly after obtaining such knowledge.

      (c) Prior to commencement of any tenant finish work to be performed by
      Landlord, Tenant shall have the right to make such studies and
      investigations and conduct such tests and surveys of the Premises from an
      environmental standpoint as permitted under Rider H-2 attached hereto. if
      Tenant requests that Landlord commence construction of Tenant's
      Improvements prior to exercising such fight, Tenant shall be deemed to
      have waived the termination right set forth in Rider H-2.

      (d) if Tenant or its employees, agents or contractors shall ever violate
      the provisions of paragraph 01) of this subsection 4.102 or otherwise
      contaminate the Premises or the Property, with hazardous or toxic
      materials, then Tenant shall clean-up, remove and dispose of the material
      causing the violation, in compliance with all applicable governmental
      standards, laws, rules and regulations and then prevalent Industry
      practice and standards and shall repair any damage to the Premises or
      Building within such period of time as may be reasonable under (lie
      circumstances after written notice by Landlord. Tenant shall notify
      Landlord of its method, time and procedure for any clean-up or removal and
      Landlord shall have the right to require reasonable changes in such
      method, time or procedure or to require the same to be done after normal


                                       4

<PAGE>

business hours. Tenant's obligations under this subsection 4.102(d) shall
survive the termination of this Lease. Tenant represents to Landlord that,
except as has been disclosed to Landlord, Tenant has never been cited for or
convicted of any hazardous or toxic materials violations under applicable laws,
rules or regulations.

4.103 Disability Acts. Landlord, at Landlord's expense, shall be obligated to
see that all Common Areas comply %with tile Disability Act requirements that are
in effect on the Commencement Date. From and after the Commencement Date, Tenant
shall be obligated to see that the Premises comply with all existing
requirements of and regulations issued under the Disability Acts for each of the
following: (i) alterations or improvements to any portion of the Premises
performed after the Commencement Date; (ii) obligations or complaints arising
under or out of Title I of the Americans With Disabilities Act or Tenant's
employer-employee obligations; (iii) obligations or complaints arising under or
out of the conduct or operations of Tenant's business, including any obligations
or requirements for barrier removal to customers or invitees as a commercial
facility or as a public accommodation (as defined in the Disability Acts); and
(iv) any change in the nature of Tenant's business, or its employees, or
financial net worth, or Tenant's business operations that triggers an obligation
under the Disability Acts.

SECTION 4.2 RULES AND REGULATIONS. Tenant will comply with such rules and
regulations (the "Rules and Regulations") generally applying to tenants in the
Building as may be adopted from time to time by Landlord for the management,
safety, care and cleanliness of, and the preservation of good order and
protection of property in, the Premises and the Building and at the Property.
All such Rules and Regulations are hereby made a part hereof. The Rules and
Regulations in effect on the date hereof are on file with the Property Manager.
All changes and amendments to the Rules and Regulations sent by Landlord to
Tenant in writing and conforming to the foregoing standards shall be carried out
and observed by Tenant. Landlord hereby reserves all rights necessary to
implement and enforce the Rules and Regulations and each and every provision of
this Lease.

SECTION 4.3 ACCESS. Without being deemed guilty of an eviction of Tenant and
without abatement of Rent, Landlord and its authorized agents shall have the
right to enter the Premises, upon reasonable notice, to inspect the Premises, to
show the Premises to prospective lenders, purchasers or tenants and to fulfill
Landlord's obligations or exercise its rights (including without limitation
Landlord's Reserved Right [as hereinafter defined]) under this Lease. Tenant
hereby waives any claim for damages for any injury or inconvenience to or
interference with Tenant's business, any loss of occupancy or quiet enjoyment of
the Premises and any other loss occasioned thereby. For each of the aforesaid
purposes, Landlord shall at all times have and retain a key with which to unlock
the doors to and within the Premises, excluding Tenant's vaults and safes.
Landlord shall have the right to use any and all means which Landlord may deem
proper to enter the Premises in an emergency without liability therefor.

SECTION 4.4 QUIET POSSESSION. Provided Tenant timely pays Rent and observes and
performs all of the covenants, conditions and provisions on Tenant's part to be
observed and performed hereunder, Tenant shall have the quiet possession of the
Premises for the entire term hereof, subject to all of the provisions of this
Lease and all laws and restrictive covenants to which the Property is subject.

                                   ARTICLE 5

                             UTILITIES AND SERVICES

SECTION 5.1 UTILITIES. Except for Landlord's obligation under the last two
sentences of this Section 5. 1, Tenant shall be responsible for providing all
utilities to the Premises. Without limiting the foregoing, Tenant shall heat
the Premises as necessary to prevent any freeze damage to the Premises or any
portion thereof. Tenant shall directly pay, under separate meters (installed,
maintained and read, at Tenant's sole cost and expense), for all water, gas,
light, power, telephone, sewer, sprinkler charges and other utilities and other
services used on or from the Premises, together with any maintenance charges for
utilities. Tenant's use of electric current shall at no time exceed the capacity
of the feeders or lines to the Building or the risers or varying installation of
the Building or the Premises. IN NO EVENT SHALL LANDLORD BE LIABLE FOR ANY
INTERRUPTION OR FAILURE OF, AND TENANT SHALL NOT BE ENTITLED TO ANY ABATEMENT OR
REDUCTION OF RENT BY REASON OF, ANY INTERRUPTION OR FAILURE OF UTILITIES OR
SERVICES TO THE PREMISES, NOR SHALL ANY SUCH INTERRUPTION OR FAILURE IN ANY SUCH
UTILITY OR SERVICE BE CONSTRUED AS AN EVICTION (CONSTRUCTIVE OR ACTUAL) OF
TENANT OR AS A BREACH OF THE IMPLIED WARRANTY OF SUITABILITY, OR RELIEVE TENANT
FROM THE OBLIGATION TO PERFORM ANY COVENANT OR AGREEMENT HEREIN CONTAINED, AND
IN NO EVENT SHALL LANDLORD BE LIABLE FOR DAMAGE TO PERSONS OR PROPERTY
(INCLUDING, WITHOUT LIMITATION, BUSINESS INTERRUPTION) OR BE IN DEFAULT
HEREUNDER, AS A RESULT OF ANY SUCH INTERRUPTION OR FAILURE. However, if any such
interruption is caused by a break or other damage to any of utility lines
located on the Property and outside of the Building that are under the control
of Landlord, Landlord will perform or cause to be performed the necessary
repairs promptly in order to restore the affected service to the Premises. In
addition, if any such interruption is caused by a break or other damage to any
utility line located on the Property and controlled by a governmental, private
or public utility, Landlord will cooperate with such utility so that the
interrupted service is restored to the Premises as soon as is reasonably
possible.

SECTION 5.2 SERVICES. Landlord shall be under no obligation to provide any
services to the Building or Premises, except that Landlord shall provide routine
maintenance and cleaning in the Common Areas and utility service lines and
hook-ups to the Building. Tenant shall provide all necessary services to the
Premises, which shall include, but not be limited to, janitorial and trash
removal.

SECTION 5.3 LANDLORD'S RIGHT TO PROVIDE UTILITIES AND SERVICES. Any utility or
service which Tenant is required to perform or provide under Section 5.1 or 5.2
above may, upon written notice from Landlord to Tenant, be provided or performed
by Landlord for Tenant's benefit, in which event Tenant shall reimburse Landlord
for all expenses and costs incurred by Landlord in providing and/or performing
same. In the event Tenant fails, in the reasonable judgment of Landlord, to
provide and perform the utilities and services required under Sections 5.1 and
5.2 above, Landlord shall have the right to provide


                                    5

<PAGE>

and/or perform same, at Tenant's sole cost and expense. Tenant shall pay to
Landlord on demand any such cost or expense incurred by Landlord, together with
interest thereon at the rate specified in Section 15. 10 below from the date of
demand until paid. 

                                   ARTICLE 6
               MAINTENANCE, REPAIRS, ALTERATIONS AND IMPROVEMENTS

SECTION 6.1 LANDLORD'S OBLIGATION TO MAINTAIN AND REPAIR. Landlord shall
(subject to Section 7.1, Section 7.4 and Article 8 below and Landlord's rights
under Section 2.2 above, and except for ordinary wear and tear) maintain load
bearing walls, structural components and the roof of the Building. Except for
load bearing walls of the Building located within the Premises, Landlord shall
not be required to maintain or repair any portion of the Premises.

SECTION 6.2 TENANT'S OBLIGATION TO MAINTAIN AND REPAIR.

6.201 Tenant's obligation. Subject to Sections 6.1. 7.1 and 7.4 and Article 8 of
      this Lease, Tenant shall, at Tenant's sole cost and expense, repair and,
      as appropriate, replace any damage or injury done to the Property caused
      by Tenant, Tenant's agents, employees, licensees, invitees or visitors and
      shall otherwise keep and maintain in good condition, appearance and repair
      (including replacements), the Premises, which obligation shall include,
      but not be limited to, the maintenance, repair and, as appropriate,
      replacement of (a) all security, fire (including firesprinkler), heating
      and air conditioning systems and fixtures within the Premises, (b) all
      plumbing, sewage, mechanical and electrical systems and fixtures within
      the Premises, (c) all fixtures, walls, ceilings, floors, doors, overhead
      and dock loading doors, windows, plate glass, skylights, lamps, fans and
      all other appliances and equipment of every kind and nature located in,
      upon or about the Premises and (d) the rail spur(s), if any, exclusively
      serving the Premises. TENANT SHALL INDEMNIFY AND HOLD LANDLORD HARMLESS
      FROM, AND REIMBURSE LANDLORD FOR AND WITH RESPECT TO, ANY AND ALL COSTS,
      EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES), CLAIMS AND CAUSES OF
      ACTION ARISING FROM OR INCURRED BY AND/OR ASSERTED IN CONNECTION WITH ANY
      SUCH MAINTENANCE, REPAIRS, REPLACEMENTS, DAMAGE OR INJURY. All repairs and
      replacements performed by or on behalf of Tenant shall be performed in a
      good and workmanlike manner and in accordance with the standards
      applicable to alterations or improvements performed by Tenant. Tenant
      shall continue to pay Rent, without abatement, during any period that
      repairs or replacements are performed or required to be performed by
      Tenant under this Section 6.2.

6.202 Rights of Landlord. Landlord shall have the same rights with respect to
      repairs performed by Tenant as Landlord has with respect to improvements
      and alterations performed by Tenant under subsection 6.303 below. In the
      event Tenant fails, in the reasonable judgment of Landlord, to maintain
      the Premises in good order, condition and repair, or otherwise satisfy its
      repair and replacement obligations under subsection 6.201 above, Landlord
      shall have the right to perform such maintenance, repairs and replacements
      at Tenant's expense. Tenant shall pay to Landlord on demand any such cost
      or expense incurred by Landlord, together with interest thereon at the
      rate specified in Section 15.10 below from the date of demand until paid.

SECTION 6.3 IMPROVEMENTS AND ALTERATIONS.

6.301 Landlord's Construction Obligation. Landlord's sole construction
      obligation under this Lease is as set forth in the Work Letter.

6.302 Alteration of Building. LANDLORD HEREBY RESERVES THE RIGHT AND AT ALL
      TIMES SHALL HAVE THE RIGHT TO REPAIR, CHANGE, REDECORATE, ALTER, IMPROVE,
      MODIFY, RENOVATE, ENCLOSE OR MAKE ADDITIONS TO ANY PART OF THE PROPERTY
      (INCLUDING, WITHOUT LIMITATION, STRUCTURAL, ELEMENTS AND LOAD BEARING
      ELEMENTS WITHIN THE PREMISES) AND TO ENCLOSE AND/OR CHANGE THE ARRANGEMENT
      AND/OR LOCATION OF DRIVEWAYS OR PARKING AREAS OR LANDSCAPING OR OTHER
      COMMON AREAS OF THE PROPERTY, ALL WITHOUT BEING HELD GUILTY OF AN ACTUAL
      OR CONSTRUCTIVE EVICTION OF TENANT OR BREACH OF THE IMPLIED WARRANTY OF
      SUITABILITY AND WITHOUT AN ABATEMENT OF RENT (THE "RESERVED RIGHT").
      WITHOUT IN ANY WAY LIMITING THE GENERALITY OF THE FOREGOING, LANDLORD'S
      RESERVED RIGHT SHALL INCLUDE, BUT NOT BE LIMITED TO THE RIGHT TO DO ANY OF
      THE FOLLOWING: (i) erect and construct scaffolding, pipe, conduit and
      other structures on and within and outside of the Premises where
      reasonably required by the nature of the changes, alterations,
      improvements, modifications, renovations and/or additions being performed,
      (ii) perform within and outside of the Premises all work and other
      activities associated with such changes, alterations, improvements,
      modifications, renovations and/or additions being performed, (iii) repair,
      change, renovate, remodel, alter, improve, modify or make additions to the
      arrangement, appearance, location and/or size of entrances or passageways,
      doors and doorways, corridors, elevators, elevator lobbies, stairs,
      toilets or other Common Areas, (iv) temporarily close any Common Areas
      and/or temporarily suspend Building services and facilities in connection
      with any repairs, changes, alterations, modifications, renovations or
      additions to any part of the Building, (v) repair, change, alter or
      improve plumbing, pipes and conduits located in the Building, including
      without limitations those located within the Premises or the Common Areas
      and (vi) repair, change, modify, alter, improve, renovate or make
      additions to the Building central heating, ventilation, air conditioning,
      electrical, mechanical or plumbing systems. When exercising the Reserved
      Right, Landlord will interfere with Tenant's use and occupancy of the
      Premises as little as is reasonably practicable.


                                       6

<PAGE>

6.303 Alterations, Additions, Improvements and Installations by Tenant. Tenant
      shall not, without the prior written consent of Landlord, make any
      changes, modifications, alterations, additions or improvements (other than
      Tenant's Improvements under the Work Letter) to, or install any equipment
      or machinery (other than office equipment and unattached personal
      property) on, the Premises (all such changes, modifications, alterations,
      additions, improvements (other than Tenant's Improvements under the Work
      Letter) and installations approved by Landlord are herein collectively
      referred to as "Installations") if any such Installations would (i) affect
      any structural or load bearing portions of the Building, (ii) result in a
      material increase of electrical usage above the normal type and amount of
      electrical current to be provided by Landlord, (iii) result in an increase
      in Tenant's usage of heating or air conditioning, (iv) impact mechanical,
      electrical or plumbing systems in the Premises or the Building, (v)
      adversely affect delivery of services to other tenants of the Building or
      (vi) violate any provision in Article 4 above or Rider H-1 or Rider H-2
      attached hereto. As to Installations not covered by the preceding
      sentence, Tenant will not perform same without the prior written consent
      of Landlord, which consent shall not be unreasonably withheld or delayed.
      All Installations shall be at Tenant's sole cost and expense. Without in
      any way limiting Landlord's consent rights, Landlord shall not be required
      to give its consent until (a) Landlord approves the contractor or person
      making such Installations and approves such contractor's insurance
      coverage to be provided in connection with the work, (b) Landlord approves
      final and complete plans and specifications for the work and (c) the
      appropriate governmental agency, if any, has approved the plans and
      specifications for such work. All work performed by Tenant or its
      contractor relating to the installations shall conform to applicable
      governmental laws, rules and regulations, including, without limitation,
      the Disability Acts. Upon completion of the Installations, Tenant shall
      deliver to Landlord "as built" plans. If Landlord performs such
      Installations, Tenant shall pay Landlord, as additional Rent, the cost
      thereof plus ten percent (10%) as reimbursement for Landlord's overhead.
      Each payment shall be made to Landlord within ten (10) days after receipt
      of an invoice from Landlord. All Installations that constitute
      improvements constructed within the Premises shall be surrendered with the
      Premises at the expiration or earlier termination of this Lease, unless
      Landlord requests that same be removed pursuant to Section 1.3 above.
      TENANT SHALL INDEMNIFY AND HOLD LANDLORD HARMLESS FROM, AND REIMBURSE
      LANDLORD FOR AND WITH RESPECT TO, ANY AND ALL COSTS, EXPENSES (INCLUDING
      REASONABLE ATTORNEYS' FEES), DEMANDS, CLAIMS, CAUSES OF ACTION AND LIENS
      ARISING FROM OR IN CONNECTION WITH ANY INSTALLATIONS PERFORMED BY OR ON
      BEHALF OF TENANT. All Installations performed by or on behalf of Tenant
      will be performed diligently and in a first-class workmanlike manner and
      in compliance with all applicable laws, ordinances, regulations and rules
      of any public authority having jurisdiction over the Building and/or
      Tenant's and Landlord's insurance carriers. Landlord will have the right,
      but not the obligation, to inspect periodically the work on the Premises
      and may require changes in the method or quality of the work.

6.304 Approvals. Any approval by Landlord (or Landlord's architect and/or
      engineers) of any of Tenant's contractors or Tenant's drawings, plans or
      specifications which are prepared in connection with any construction of
      improvements (including without limitation, Tenant's Improvements) in the
      Premises shall not in any way be construed as or constitute a
      representation or warranty of Landlord as to the abilities of the
      contractor or the adequacy or sufficiency of such drawings, plans or
      specifications or the improvements to which they relate, for any use,
      purpose or condition.

                                   ARTICLE 7
                          INSURANCE, FIRE AND CASUALTY

SECTION 7.1 TOTAL OR PARTIAL DESTRUCTION OF THE BUILDING OR THE PREMISES. In the
event that the Building should be totally destroyed by fire or other casualty or
in the event the Building (or any portion thereof) should be so damaged that
rebuilding or repairs cannot be completed, in Landlord's reasonable opinion,
within one hundred eighty (180) days after commencement of repairs to the
Building, Landlord may, at its option, terminate this Lease, in which event
Basic Annual Rent and Additional Rent shall be abated during the unexpired
portion of this Lease effective with the date of such damage. Landlord shall
exercise the termination right pursuant to the preceding sentence, if at all, by
delivering written notice of termination to Tenant within ten (10) days after
determining that the repairs cannot be completed within such one hundred eighty
(180) day period. In the event that the Premises should be so damaged by fire or
other casualty that rebuilding or repairs cannot be completed, in Landlord's
reasonable opinion, within one hundred eighty (180) days after the commencement
of repairs to the Premises, Tenant may, at its option terminate this Lease, in
which event Basic Annual Rent and Additional Rent shall be abated during the
unexpired portion of this Lease, effective the date of termination. Tenant shall
exercise the termination right pursuant to the preceding sentence, if at all, by
delivering written notice of termination to Landlord within ten (10) days after
being advised by Landlord that the repairs cannot be completed within such one
hundred eighty (180) day period. In the event the Building or the Premises
should be damaged by fire or other casualty and, in Landlord's reasonable
opinion, the rebuilding or repairs can be completed within one hundred eighty
(180) days after the commencement of repairs to the Building or Premises, as
applicable, or if the damage should be more serious but neither Landlord nor
Tenant elect to terminate this Lease pursuant to this Section, in either such
event Landlord shall, within sixty (60) days after the date of such damage,
commence (and thereafter pursue with reasonable diligence) repairing the
Building and the Premises (including Tenant's Improvements), but only to the
extent of insurance proceeds actually received by Landlord for such repairs, to
substantially the same condition which existed immediately prior to the
happening of the casualty. In no event shall Landlord be required to rebuild,
repair or replace any part of the furniture, equipment, fixtures, inventory,
supplies or any other personalty or any other improvements (except Tenant's
Improvements to the extent set forth in the preceding sentence), which may have
been placed by Tenant within the Building or at the Premises. Landlord shall
allow Tenant a fair diminution of Basic Annual Rent and Additional Rent during
the time the Premises are unfit for occupancy; provided, that if such casualty
was caused by Tenant, its agents, employees, licensees or invitees, Basic Annual
Rent and Additional Rent shall be abated only to the extent Landlord is
compensated for such Basic Annual Rent and Additional Rent by loss of rents
insurance, if any. Notwithstanding Landlord's restoration obligation, in the
event any mortgagee under a deed of trust, security agreement or mortgage on the
Building should require that the insurance proceeds be used to retire or reduce
the mortgage debt or if the insurance company issuing Landlord's fire and
casualty insurance policy fails or refuses to pay Landlord the proceeds under
such policy, Landlord shall have no obligation to rebuild and this Lease shall
terminate upon notice by Landlord to Tenant. Any insurance which may be carried
by Landlord or Tenant against loss or damage to the Building or to the Premises
shall be for the sole benefit of the party carrying such insurance and under its
sole control.


                                       7

<PAGE>

SECTION 7.2 TENANT'S INSURANCE.

7.201 Types of Coverage. Tenant covenants and agrees that from and after the
      date of delivery of the Premises from Landlord to Tenant, Tenant will
      carry and maintain, at its sole cost and expense, the insurance set forth
      in paragraphs (a), (b) and (c) of this subsection.

      (a) Commercial General Liability Insurance. Commercial General Liability
      Insurance covering the Premises and Tenant's use thereof against claims
      for personal or bodily injury or death or property damage occurring upon,
      in or about the Premises (including contractual indemnity and liability
      coverage), such insurance to insure both Tenant and, as additional named
      insureds, Landlord and the Property Manager, and to afford protection to
      the limit of not less than $1,000,000.00, combined single limit, in
      respect to injury or death to any number of persons and all property
      damage arising out of any one (1) occurrence, with a deductible acceptable
      to Landlord. If the Agreed Rentable Area of the Premises is more than
      30,000 square feet, then, in addition to and not in lieu of the above
      stated coverage, Tenant shall carry umbrella or so called excess coverage
      in an amount not less than $ 1,000,000.00 over Tenant's base coverage
      amount. This insurance coverage shall extend to any liability of Tenant
      arising out of the indemnities provided for in this Lease.

      (b) Fire and Extended Coverage Insurance. Property insurance on an
      all-risk extended coverage basis (including coverage against fire, wind,
      tornado, vandalism, malicious mischief, water damage and sprinkler
      leakage) covering all fixtures, equipment and personalty located in the
      Premises and endorsed to provide one hundred percent (100%) replacement
      cost coverage. Such policy will be written in the names of Tenant,
      Landlord and any other parties reasonably designated by Landlord from
      time to time, as their respective interests may appear. The property
      insurance may, with the consent of the Landlord, provide for a reasonable
      deductible.

      (c) Workers Compensation and Employer's Liability Insurance. Worker's
      compensation insurance insuring against and satisfying Tenant's
      obligations and liabilities under the worker's compensation laws of the
      State of Texas, together with employer's liability insurance in an amount
      not less $1,000,000.00.

7.202 Other Requirements of Insurance. All such insurance will be issued and
      underwritten by companies reasonably acceptable to Landlord and will
      contain endorsements that (a) such insurance may not lapse with respect to
      Landlord or Property Manager or be canceled or amended with respect to
      Landlord or Property Manager without the insurance company giving Landlord
      and Property Manager at least thirty (30) days prior written notice of
      such cancellation or amendment, (b) Tenant will be solely responsible for
      payment of premiums, (c) in the event of payment of any loss covered by
      such policy, Landlord or Landlord's designees will be paid first by the
      insurance company for Landlord's loss and (d) Tenant's insurance is
      primary in the event of overlapping coverage which may be carried by
      Landlord.

7.203 Proof of Insurance. Tenant shall deliver to Landlord duplicate originals
      of all policies of insurance required by this Section 7.2 or duly executed
      originals of the certificates of such insurance evidencing in-force
      coverage, within ten (10) days prior to the commencement of construction
      of Tenant's Improvements. Further, Tenant shall deliver to Landlord
      renewals thereof at least thirty (30) days prior to the expiration of the
      respective policy terms.

SECTION 7.3 LANDLORD'S INSURANCE.

7.301 Types of Coverage. Landlord covenants and agrees that from and after the
      date of delivery of the Premises from Landlord to Tenant, Landlord will
      carry and maintain, at its sole cost and expense, the insurance set forth
      in paragraphs (a) and (b) of this subsection.

      (a) Commercial General Liability Insurance. Commercial General Liability
      Insurance covering the Building and all Common Areas, but excluding the
      Premises, insuring against claims for personal or bodily injury or death
      or property damage occurring upon, in or about the Building or Common
      Areas to afford protection to the limit of not less than $2,000,000.00
      combined single limit in respect to injury or death to any number of
      persons and property damage arising out of any one (1) occurrence. This
      insurance coverage shall extend to any liability of Landlord arising out
      of the indemnities provided for in this Lease.

      (b) Fire and Extended Coverage Insurance. Landlord shall at all times
      during the term hereof maintain in effect a policy or policies of all risk
      extended coverage insurance covering the Building (excluding property
      required to be insured by Tenant) endorsed to provide full replacement
      cost coverage and providing protection against perils included within the
      standard Texas form of fire and extended coverage insurance policy,
      together with insurance against sprinkler damage, vandalism, malicious
      mischief and such other risks as Landlord may from time to time determine
      and with any such deductibles as Landlord may from time to time determine.

7.302 Self Insurance. Any insurance provided for in subsection 7.301 above may
      be effected by self-insurance or by a policy or policies of blanket
      insurance covering additional items or locations or assureds, provided
      that the requirements of this Section 7.3 are otherwise satisfied. Tenant
      shall have no rights in any policy or policies maintained by Landlord.

SECTION 7.4 WAIVER OF SUBROGATION. LANDLORD AND TENANT EACH HEREBY WAIVES ANY
RIGHTS IT MAY HAVE AGAINST THE OTHER (INCLUDING, BUT NOT LIMITED TO, A DIRECT
ACTION FOR DAMAGES) ON ACCOUNT OF ANY LOSS OR DAMAGE OCCASIONED TO LANDLORD OR
TENANT, AS THE CASE MAY BE (EVEN IF SUCH LOSS OR DAMAGE IS CAUSED BY THE FAULT,
NEGLIGENCE OR OTHER TORTIOUS CONDUCT, ACTS OR OMISSIONS OF THE RELEASED PARTY OR
THE RELEASED PARTY'S


                                       8
<PAGE>

DIRECTORS, EMPLOYEES, AGENTS OR INVITEES), TO THEIR RESPECTIVE PROPERTY, THE
PREMISES, ITS CONTENTS OR TO ANY OTHER PORTION OF THE BUILDING OR THE PROPERTY
ARISING FROM ANY RISK (WITHOUT REGARD TO THE AMOUNT OF COVERAGE OR THE AMOUNT OF
DEDUCTIBLE) COVERED BY THE ALL RISK FULL REPLACEMENT COST PROPERTY INSURANCE
REQUIRED TO BE CARRIED BY TENANT AND LANDLORD, RESPECTIVELY, UNDER SUBSECTIONS
7.201(b) AND 7.301(b) ABOVE. The foregoing waiver shall be effective even if
either or both parties fail to carry the insurance required by sections 7.20l(b)
and 7.301(b) above. If a party waiving rights under this Section is carrying an
all risk full replacement cost insurance policy in the promulgated form used in
the State of Texas and an amendment to such promulgated form is passed, such
amendment shall be deemed not a part of such promulgated form until it applies
to the policy being carried by the waiving party. Without in any way limiting
the foregoing waivers and to the extent permitted by applicable law, the parties
hereto each, on behalf of their respective insurance companies insuring the
property of either Landlord or Tenant against any such loss, waive any right of
subrogation that Landlord or Tenant or their respective insurers may have
against the other party or their respective officers, directors, employees,
agents or invitees and all rights of their respective insurance companies based
upon an assignment from its insured. Each party to this Lease agrees
immediately to give to each such insurance company written notification of the
terms of the mutual waivers contained in this Section and to have said
insurance policies property endorsed, if necessary, to prevent the invalidation
of said insurance coverage by reason of said waivers. The foregoing waiver shall
be effective whether or not the parties maintain the required insurance.

SECTION 7.5 INDEMNITY.

7.501 Tenant's Indemnity. SUBJECT TO THE LIMITATION AND EXCLUSIONS SET FORTH
      BELOW IN THIS SUBSECTION, TENANT WILL INDEMNIFY AND HOLD HARMLESS
      LANDLORD, PROPERTY MANAGER, THEIR RESPECTIVE OFFICERS, DIRECTORS, AND
      EMPLOYEES AND ANY OTHER PARTIES FOR WHOM LANDLORD AND/OR PROPERTY MANAGER
      ARE RESPONSIBLE (EACH A "LANDLORD INDEMNIFIED PARTY") FROM, AND SHALL
      REIMBURSE EACH LANDLORD INDEMNIFIED PARTY FOR AND WITH RESPECT TO, ANY
      AND ALL COSTS, EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE
      ATTORNEYS FEES), CLAIMS, DEMANDS, ACTIONS, PROCEEDINGS, JUDGMENTS,
      HEARINGS, DAMAGES, LOSSES AND LIABILITIES BROUGHT OR ASSERTED BY OR
      PAYABLE TO ANY THIRD PARTY ON ACCOUNT OF PERSONAL INJURY, DEATH, PROPERTY
      DAMAGE OR ANY OTHER FORM OF INJURY OR DAMAGE (EACH A "CLAIM" AND
      COLLECTIVELY THE "CLAIMS") ARISING OUT OF OR RELATING TO (A) AN INCIDENT
      OR EVENT WHICH OCCURRED WITHIN OR ON THE PREMISES, (B) THE USE OR
      OCCUPANCY OF THE PREMISES OR (C) ANY BREACH OF THIS LEASE BY TENANT AND
      WHICH RESULTED IN A CLAIM, EVEN IF THE CLAIM IS THE RESULT OF OR CAUSED BY
      THE NEGLIGENT ACTS OR OMISSIONS OF ANY LANDLORD INDEMNIFIED PARTY. The
      indemnification and reimbursement obligations of Tenant under this
      subsection (i) shall be limited to the greater of the amount of Commercial
      General Liability Insurance required to be carried by such party under
      this Lease or $5,000,000 and (ii) shall not apply to a Claim (a) waived by
      Landlord under Section 7.4 above or any other provision of this Lease, (b)
      related to hazardous or toxic materials and caused by an act or omission
      that does not constitute a breach by Tenant of the provisions of
      subsection 4.102 above or Rider H-1 or Rider H-2 attached hereto, (c)
      arising out of the gross negligence or intentional misconduct of the
      Landlord Indemnified Party or (d) resulting from host liquor liability. If
      a third party files a lawsuit or brings any other legal action asserting a
      Claim against a Landlord Indemnified Party and that is covered by Tenant's
      indemnity, then Tenant, upon notice from the Landlord Indemnified Party,
      shall resist and defend such Claim through counsel reasonably satisfactory
      to the Landlord Indemnified Party. Tenant's obligations under this
      subsection shall survive the termination of this Lease.

7.502 Landlord's Indemnity. SUBJECT TO THE LIMITATION AND EXCLUSIONS SET FORTH
      BELOW IN THIS SUBSECTION, LANDLORD WILL INDEMNIFY AND HOLD HARMLESS
      TENANT AND ITS OFFICERS, DIRECTORS, AND EMPLOYEES AND ANY OTHER PARTIES
      FOR WHOM TENANT IS RESPONSIBLE (EACH A "TENANT INDEMNIFIED PARTY") FROM,
      AND SHALL REIMBURSE EACH TENANT INDEMNIFIED PARTY FOR AND WITH RESPECT TO,
      ANY AND ALL CLAIMS (AS DEFINED IN SUBSECTION 7.501 PRECEDING) ARISING OUT
      OF OR RELATING TO (A) AN INCIDENT OR EVENT WHICH OCCURRED WITHIN OR ON THE
      COMMON AREAS, (B) THE USE OR OCCUPANCY OF THE COMMON AREAS OR (C) ANY
      BREACH OF THIS LEASE BY LANDLORD AND WHICH RESULTED IN A CLAIM, EVEN IF
      THE CLAIM IS THE RESULT OF OR CAUSED BY THE NEGLIGENT ACTS OR
      OMISSIONS OF ANY TENANT INDEMNIFIED PARTY. The indemnification and
      reimbursement obligations of Landlord under this subsection (i) shall be
      limited to the greater of the amount of Commercial General Liability
      Insurance required to be carried by such party under this Lease or
      $5,000,000 and (ii) shall not apply to a Claim (a) waived by Tenant under
      Section 7.4 above or any other provision of this Lease, (b) related to
      hazardous or toxic materials and caused by an act or omission that does
      not constitute a breach by Landlord of the provisions of subsection 4.102
      above or Rider H-1 or Rider H-2 attached hereto, (c) arising out of the
      gross negligence or intentional misconduct of the Tenant Indemnified Party
      or (d) resulting from host liquor liability. If a third party files a
      lawsuit or brings any other legal action asserting a Claim against a
      Tenant Indemnified Party and that is covered by Landlord's indemnity, then
      Landlord, upon notice from the Tenant Indemnified Party, shall resist and
      defend such Claim through counsel reasonably satisfactory to the Tenant
      Indemnified Party. Landlord's obligations under this subsection shall
      survive the termination of this Lease.

                                   ARTICLE 8
                                  CONDEMNATION

SECTION 8.1 CONDEMNATION RESULTING IN CONTINUED USE NOT FEASIBLE. If the
Property or any portion thereof that, in Landlord's reasonable opinion, is
necessary to the continued efficient and/or economically feasible use of the
Property shall be taken or condemned in whole or in part for public purposes, or
sold to a condemning authority in lieu of taking, then the term of this Lease
shall, at the option of Landlord, forthwith cease and terminate.


                                       9

<PAGE>

SECTION 8.2 TOTAL CONDEMNATION OF PREMISES. In the event that all or
substantially all of the Premises is taken or condemned or sold in lieu thereof
or Tenant will be unable to use a substantial portion of the Premises for a
period of one hundred eighty (180) consecutive days by reason of a temporary
taking, either Landlord or Tenant may terminate this Lease by delivering written
notice thereof to the other within ten (10) business days after the taking,
condemnation or sale in lieu thereof.

SECTION 8.3 CONDEMNATION WITHOUT TERMINATION. If upon a taking or condemnation
or sale in lieu of the taking of all or less than all of the Property which
gives either Landlord or Tenant the right to terminate this Lease pursuant to
Section 8.1 or 8.2 above and neither Landlord nor Tenant elect to exercise such
termination right, then this Lease shall continue in full force and effect,
provided that, if the taking, condemnation or sale includes any portion of the
Premises, the Basic Annual Rent and Additional Rent shall be redetermined on the
basis of the remaining square feet of Agreed Rentable Area of the Premises.
Landlord, at Landlord's sole option and expense, shall restore and reconstruct
the Building to substantially its former condition to the extent that the same
may be reasonably feasible, but such %work shall not be required to exceed the
scope of the work done by Landlord in originally constructing the Building, nor
shall Landlord in any event be required to spend for such work an amount in
excess of the amount received by Landlord as compensation or damages (over and
above amounts going to the mortgagee of the property taken) for the part of the
Building or the Premises so taken.

SECTION 8.4 CONDEMNATION PROCEEDS. Landlord shall receive the entire award
(which shall include sales proceeds) payable as a result of a condemnation,
taking or sale in lieu thereof. Tenant hereby expressly assigns to Landlord any
and all right, title and interest of Tenant now or hereafter arising in and to
any such award. Tenant shall, however, have the right to recover from such
authority through a separate award which does not reduce Landlord's award, any
compensation as may be awarded to Tenant on account of moving and relocation
expenses and depreciation to and removal of Tenant's physical property.

                                   ARTICLE 9
                                     LIENS

Tenant shall keep the Premises and the Property free from all liens arising out
of any work performed, materials furnished or obligations incurred by or for
Tenant AND TENANT SHALL INDEMNIFY AND HOLD HARMLESS LANDLORD FROM AND AGAINST,
AND REIMBURSE LANDLORD FOR AND WITH RESPECT TO, ANY AND ALL CLAIMS, CAUSES OF
ACTION, DAMAGES, EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES), ARISING FROM
OR IN CONNECTION WITH ANY SUCH LIENS. In the event that Tenant shall not, within
ten (10) days following notification to Tenant of the imposition of any such
lien, cause the same to be released of record by payment or the posting of a
bond in amount, form and substance acceptable to Landlord, Landlord shall have,
in addition to all other remedies provided herein and by law, the right but not
the obligation, to cause the same to be released by such means as it shall deem
proper, including payment of or defense against the claim giving rise to such
lien. All amounts paid or incurred by Landlord in connection therewith shall be
paid by Tenant to Landlord on demand and shall bear interest from the date of
demand until paid at the rate set forth in Section 15.10 below. Nothing in this
Lease shall be deemed or construed in any way as constituting the consent or
request of Landlord, express or implied, by inference or otherwise, to any
contractor, subcontractor, laborer or materialman for the performance of any
labor or the furnishing of any materials for any specific improvement,
alteration or repair of or to the Building or the Premises or any part thereof,
nor as giving Tenant any right, power or authority to contract for or permit the
rendering of any services or the furnishing of any materials that would give
rise to the filing of any mechanic's or other liens against the interest of
Landlord in the Property or the Premises.

                                   ARTICLE 10
                           TAXES ON TENANT'S PROPERTY

Tenant shall be liable for and shall pay, prior to their becoming delinquent,
any and all taxes and assessments levied against, and any increases in Real
Estate Taxes as a result of, any personal property or trade or other fixtures
placed by Tenant in or about the Premises and any improvements (other than
Tenant's Improvements) constructed in the Premises by or on behalf of Tenant. In
the event Landlord pays any such additional taxes or increases, Tenant will,
within ten (10) days after demand, reimburse Landlord for the amount thereof.

                                   ARTICLE 11
                            SUBLETTING AND ASSIGNING

SECTION 11. SUBLEASE AND ASSIGNMENT. Tenant shall not assign this Lease, or
allow it to be assigned, in whole or in part, by operation of law or otherwise
(it being agreed that for purposes of this Lease, assignment shall include,
without limitation, the transfer of a majority interest of stock, partnership or
other forms of ownership interests, merger or dissolution) or mortgage or pledge
the same, or sublet the Premises or any part thereof or permit the Premises to
be occupied by any firm, person, partnership or corporation or any combination
thereof, other than Tenant, without the prior written consent of Landlord. In no
event shall any assignment or sublease ever release Tenant from any obligation
or liability hereunder.

SECTION 11.2 TENANT'S CONTINUING OBLIGATIONS. Without limiting Landlord's
consent rights and as a condition to obtaining Landlord's consent, (i) each
assignee must assume all obligations under this Lease and (ii) each sublessee
must confirm that its sublease is subject and subordinate to this Lease. In
addition, each assignee and sublessee shall agree to cause the Premises to
comply at all times with all requirements of the Disability Acts (as amended),
including, but not limited to, obligations arising out of or associated with
such assignee's or subtenant's use of or activities or business operations
conducted within the Premises. No assignee or sublessee of the Premises or any
portion thereof may assign or sublet the Premises or any portion thereof.
Consent by Landlord to one or more assignments or sublettings shall not operate
as a waiver of Landlord's rights as to any subsequent assignments and/or
sublettings. All reasonable legal fees and expenses incurred by Landlord in
connection with any



                                       10




<PAGE>


assignment or sublease proposed by Tenant, will be the responsibility of Tenant
and will be paid by Tenant within five (5) days of receipt of an invoice from
Landlord. In addition, Tenant will pay to Landlord an administrative overhead
fee of $500.00 in consideration for Landlord's review of any assignment or
sublease proposed by requested assignment or sublease.

SECTION 11.3 LANDLORD'S RIGHTS RELATING TO ASSIGNEE OR SUBTENANT. To the extent
the rentals or income derived from any sublease or assignment exceed the rentals
due hereunder, such excess rentals (the "Excess Sublease Rentals") shall be the
property of and paid over to Landlord in consideration for Landlord's consent to
the applicable assignment or sublease. Landlord may at its option collect
directly from such assignee or sublessee all rents becoming due to Tenant under
such assignment or sublease Tenant hereby authorizes and directs any such
assignee or sublessee to make such payments of rent direct to Landlord upon
receipt of notice from Landlord and Tenant agrees that any such payments made by
an assignee or sublessee to Landlord shall, to the extent of the payments so
made, be a full and complete release and discharge of rent owed to Tenant by
such assignee or sublessee. No direct collection by Landlord from any such
assignee or sublessee shall be construed to constitute a novation or a release
of Tenant or any guarantor of Tenant from the further performance of its
obligations hereunder. Receipt by Landlord of rent from any assignee, sublessee
or occupant of the Premises or any part thereof shall not be deemed a waiver of
the above covenant in this Lease against assignment and subletting or a release
of Tenant under this Lease. In the event that, following an assignment or
subletting, this Lease or Tenant's right to possession of the Premises is
terminated for any reason, including without limitation in connection with
default by or bankruptcy of Tenant (which, for the purposes of this Section
11.3. shall include all persons or entities claiming by or through Tenant),
Landlord may, at its sole option, consider this Lease to be thereafter a direct
lease to the assignee or subtenant of Tenant upon the terms and conditions
contained in this Lease, in which event all rentals payable under such lease
after the termination of this Lease or Tenant's right to possession of the
Premises shall be deemed the property of Landlord.

                                   ARTICLE 12
                    TRANSFERS BY LANDLORD, SUBORDINATION AND
                         TENANT'S ESTOPPEL CERTIFICATE

SECTION 12.1 SALE OF THE PROPERTY. in the event of any transfer of title to the
Building, the transferor shall automatically be relieved and freed of all
obligations of Landlord under this Lease accruing after such transfer, provided
that if a Security Deposit has been made by Tenant, Landlord shall not be
released from liability with respect thereto unless Landlord transfers the
Security Deposit to the transferee.

SECTION 12.2 SUBORDINATION, ATTORNMENT AND NOTICE. This Lease is subject and
subordinate to (i) any lease wherein Landlord is the tenant and to the liens of
any and all mortgages and deeds of trust, regardless of whether such lease,
mortgage or deed of trust now exists or may hereafter be created with regard to
all or any part of the Property, (ii) any and all advances (including interest
thereon) to be made under any such lease, mortgage or deed of trust and (iii)
all modifications, consolidations, renewals, replacements and extensions of any
such lease, mortgage or deed of trust; provided that the foregoing subordination
in respect of any mortgage or deed of trust placed on the Property after the
date hereof shall not become effective until and unless the holder of such
mortgage or deed of trust delivers to Tenant a non-disturbance agreement (which
may include Tenant's agreement to attorn as set forth below) permitting Tenant,
if Tenant is not then in default under, or in breach of any provision of, this
Lease, to remain in occupancy of the Premises in the event of a foreclosure of
any such mortgage or deed of trust. Tenant also agrees that any lessor,
mortgagee or trustee may elect (which election shall be revocable) to have this
Lease superior to any lease or lien of its mortgage or deed of trust and, in the
event of such election and upon notification by such lessor, mortgagee or
trustee to Tenant to that effect, this Lease shall be deemed superior to the
said lease, mortgage or deed of trust, whether this Lease is dated prior to or
subsequent to the date of said lease, mortgage or deed of trust. Tenant shall,
in the event of the sale or assignment of Landlord's interest in the Premises
(except in a sale-leaseback financing transaction), or in the event of the
termination of any lease in a sale-leaseback financing transaction wherein
Landlord is the lessee, attorn to and recognize. such purchaser, assignee or
mortgagee as Landlord under this Lease. Tenant shall, in the event of any
proceedings brought for the foreclosure of, or in the event of the exercise of
the power of sale under, any mortgage or deed of trust covering the Premises,
attorn to and recognize purchaser at such sale, assignee or mortgagee, as the
case may be, as Landlord under this Lease. The above subordination and
attornment clauses shall be self-operative and no further instruments of
subordination or attornment need be required by any mortgagee, trustee, lessor,
purchaser or assignee. In confirmation thereof, Tenant agrees that, upon the
request of Landlord, or any such lessor, mortgagee, trustee, purchaser or
assignee, Tenant shall execute and deliver whatever instruments may be required
for such purposes and to carry out the intent of this Section 12.2.

SECTION 12.3 TENANT'S ESTOPPEL CERTIFICATE. Tenant shall, upon the request of
Landlord or any mortgagee of Landlord, without additional consideration, deliver
an estoppel certificate, consisting of reasonable statements required by
Landlord, any mortgagee or purchaser of any interest in the Property, which
statements may include but shall not be limited to the following: this Lease is
in full force and effect, with rental paid through _______________; this Lease
has not been modified or amended; Landlord is not in default and Landlord has
fully performed all of Landlord's obligations hereunder; and such other
statements as may reasonably be required by the requesting party. If Tenant is
unable to make any of the statements contained in the estoppel certificate
because the same is untrue, Tenant shall with specificity state the reason why
such statement is untrue. Tenant shall, if requested by Landlord or any such
mortgagee, deliver to Landlord a fully executed instrument in form reasonably
satisfactory to Landlord evidencing the agreement of Tenant to the mortgage or
other hypothecation by Landlord of the interest of Landlord hereunder.

                                   ARTICLE 13
                                    DEFAULT

SECTION 13.1 DEFAULTS BY TENANT. The occurrence of any of the events described
in subsections 13.101 through 13.108 shall constitute a default by Tenant under
this Lease.


                                       11
<PAGE>

13.101 Failure to Pay Rent. Any failure by Tenant to pay Rent or to make any
       other payment required to be made by Tenant hereunder when due, no notice
       being required for default in payment of Rent.

13.102 Failure to Perform. Except for a failure covered by subsection 13.101
       above or 13.103 below, any failure by Tenant to observe and perform any
       provision of this Lease to be observed or performed by Tenant where such
       failure continues for thirty (30) days after written notice to Tenant,
       provided that if such failure cannot be cured within said thirty (30) day
       period, Tenant shall not be in default hereunder so long as Tenant
       commences curative action within such thirty (30) day period, diligently
       and continuously pursues the curative action and fully and completely
       cures the failure within sixty (60) days after such written notice to
       Tenant.

13.103 Continual Failure to Perform. The third failure by Tenant in any twelve
       (12) month period to perform and observe a particular provision of this
       Lease to be observed or performed by Tenant (other than the failure to
       pay Rent, which in all instances will be covered by subsection 13.101
       above), no notice being required for any such third failure.

13.104 Bankruptcy, Insolvency, Etc. Tenant or any guarantor of Tenant's
       obligations hereunder (hereinafter called "Guarantor", whether one (1) or
       more), (i) cannot meet its obligations as they become due, (ii) becomes
       or is declared insolvent according to any law, (iii) makes a transfer in
       fraud of creditors according to any applicable law, (iv) assigns or
       conveys all or a substantial portion of its property for the benefit or
       creditors or (v) Tenant or Guarantor files a petition for relief under
       the Federal Bankruptcy Code or any other present or future federal or
       state insolvency, bankruptcy or similar law (collectively, "applicable
       bankruptcy law"); a receiver or trustee is appointed for Tenant or
       Guarantor or its property; the interest of Tenant or Guarantor under this
       Lease is levied on under execution or under other legal process; any
       involuntary petition is filed against Tenant or Guarantor under
       applicable bankruptcy law; or any action is taken to reorganize or modify
       Tenant's or Guarantor's capital structure if either Tenant or Guarantor
       be a corporation or other entity (provided that no such levy, execution,
       legal process or petition filed against Tenant or Guarantor shall
       constitute a breach of this Lease if Tenant or Guarantor shall vigorously
       contest the same by appropriate proceedings and shall remove or vacate
       the same within ninety (90) days from the date of its creation, service
       or filing).

13.105 Abandonment. The abandonment of the Premises by Tenant.

13.106 Vacation. The vacating of the Premises by Tenant, which shall be
       conclusively presumed if Tenant is absent from the Premises for ten (10)
       consecutive days or more or if Tenant shall fail to move into or take
       possession of the Premises within ten (10) days after the date on which
       Rent is to commence under the terms of this Lease.

13.107 Loss of Right to do Business. If Tenant is a corporation or limited
       partnership, Tenant fails to maintain its right to do business in the
       State of Texas or fails to pay any applicable annual franchise taxes as
       and when same become finally due and payable.

13.108 Dissolution or Liquidation. If Tenant is a corporation or partnership,
       Tenant dissolves or liquidates or otherwise fails to maintain its
       corporate or partnership structure, as applicable.

Except as expressly provided in subsection 13.102, Landlord shall not be
obligated to give notices of default set forth in this Section 13.1 and Tenant
shall have no right to cure any such defaults.

SECTION 13.2 REMEDIES OF LANDLORD.

13.201 Termination of the Lease. Upon the occurrence of a default by Tenant
       hereunder, Landlord may, without judicial process, terminate this Lease
       by giving written notice thereof to Tenant (whereupon all obligations and
       liabilities of Landlord hereunder shall terminate) and, without further
       notice and without liability, repossess the Premises. Landlord shall be
       entitled to recover all loss and damage Landlord may suffer by reason of
       such termination, whether through inability to relet the Premises on
       satisfactory terms or otherwise, including without limitation, the
       following (without duplication of any element of damages):

       (a) accrued Rent to the date of termination and Late Charges, plus
       interest thereon at the rate established under Section 15.10 below from
       the date due through the date paid or date of any judgment or award by
       any court of competent jurisdiction, the unamortized cost of Tenant's
       Improvements, brokers' fees and commissions, attorneys' fees, moving
       allowances and any other costs incurred by Landlord in connection with
       making or executing this Lease, the cost of recovering the Premises and
       the costs of reletting the Premises (including, without limitation,
       advertising costs, brokerage fees, leasing commissions, reasonable
       attorneys' fees and refurbishing costs and other costs in readying the
       Premises for a new tenant);

       (b) the present value of the Rent (discounted at a rate of interest equal
       to eight percent [8%] per annum [the "Discount Rate"]) that would have
       accrued under this Lease for the balance of the Lease term but for such
       termination, reduced by the reasonable fair market rental value of the
       Premises for such balance of the Lease term (determined from the present
       value of the actual base rents, discounted at the Discount Rate, received
       and to be received from Landlord's reletting of the Premises or, if the
       Premises are not relet, the base rents, discounted at the Discount Rate,
       that would be received from a comparable lease and comparable tenant for
       a comparable term and taking into account among other things, the
       condition of the Premises, market conditions and the period of time the
       Premises may reasonably remain vacant before Landlord is able to release
       the same to a suitable replacement tenant, it being agreed that Landlord
       shall have no obligation to relet or attempt to relet the Premises);


                                       12

<PAGE>

       (c) plus any other costs or amounts necessary to compensate Landlord
       for its damages.

13.202 Repossession and Re-Entry. Upon the occurrence of a default by Tenant
       hereunder, Landlord may, without judicial process, immediately terminate
       Tenant's right of possession of the Premises (whereupon all obligations
       and liability of Landlord hereunder shall terminate), but not terminate
       this Lease, and, without notice, demand or liability, enter upon the
       Premises or any part thereof, take absolute possession of the same, expel
       or remove Tenant and any other person or entity who may be occupying the
       Premises and change the locks. If Landlord terminates Tenant's possession
       of the Premises under this subsection 13.202, (i) Landlord shall have no
       obligation whatsoever to tender to Tenant a key for new locks installed
       in the Premises, (ii) Tenant shall have no further right to possession of
       the Premises and (iii) Landlord shall have no obligation whatsoever to
       relet or attempt to relet the Premises. Landlord may, however, at its
       sole option relet the Premises or any part thereof for such terms and
       such rents as Landlord may in its sole discretion elect. If Landlord
       elects to relet the Premises, rent received by Landlord from such
       reletting shall be applied first, to the payment of any indebtedness
       other than Rent due hereunder from Tenant to Landlord (in such order as
       Landlord shall designate), second, to the payment of any cost of such
       reletting, including, without limitation, refurbishing costs, reasonable
       attorneys' fees, advertising costs, brokerage fees and leasing
       commissions and third, to the payment of Rent due and unpaid hereunder
       (in such order as Landlord shall designate), and Tenant shall satisfy and
       pay to Landlord any deficiency upon demand therefor from time to time.
       Landlord shall not be responsible or liable for any failure to relet the
       Premises or any part thereof or for any failure to collect any rent due
       upon any such reletting. No such re-entry or taking of possession of the
       Premises by Landlord shall be construed as an election on Landlord's part
       to terminate this Lease unless a written notice of such termination is
       given to Tenant pursuant to subsection 13.201 above. If Landlord relets
       the Premises, either before or after the termination of this Lease, all
       such rentals received from such lease shall be and remain the exclusive
       property of Landlord and Tenant shall not be, at any time, entitled to
       recover any such rental. Landlord may at any time after a reletting elect
       to terminate this Lease.

13.203 Cure of Default. Upon the occurrence of a default hereunder by Tenant,
       Landlord may, without judicial process and without having any liability
       therefor, enter upon the Premises and do whatever Tenant is obligated
       to do under the terms of this Lease and Tenant agrees to reimburse
       Landlord on demand for any expenses which Landlord may incur in effecting
       compliance with Tenant's obligations under this Lease, and Tenant further
       agrees that Landlord shall not be liable for any damages resulting to
       Tenant from such action, WHETHER CAUSED BY THE NEGLIGENCE OF LANDLORD OR
       OTHERWISE.

13.204 Continuing Obligations. No repossession of or re-entering upon the
       Premises or any part thereof pursuant to subsection 13.202 or 13.203
       above or otherwise and no resetting of the Premises or any part thereof
       pursuant to subsection 13.202 above shall relieve Tenant or any Guarantor
       of its liabilities and obligations hereunder, all of which shall survive
       such repossession or reentering. In the event of any such repossession of
       or re-entering upon the Premises or any part thereof by reason of the
       occurrence of a default, Tenant will continue to pay to Landlord Rent
       required to be paid by Tenant.

13.205 Cumulative Remedies. No right or remedy herein conferred upon or
       reserved to Landlord is intended to be exclusive of any other right or
       remedy set forth herein or otherwise available to Landlord at law or in
       equity and each and every right and remedy shall be cumulative and in
       addition to any other right or remedy given hereunder or now or hereafter
       existing at law or in equity or by statute. In addition to the other
       remedies provided in this Lease and without limiting the preceding
       sentence, Landlord shall be entitled, to the extent permitted by
       applicable law, to injunctive relief in case of the violation, or
       attempted or threatened violation, of any of the covenants, agreements,
       conditions or provisions of this Lease, or to a decree compelling
       performance of any of the covenants, agreements, conditions or provisions
       of this Lease, or to any other remedy allowed to Landlord at law or in
       equity.

SECTION 13.3 DEFAULTS BY LANDLORD. Landlord shall be in default under this Lease
if Landlord fails to perform any of its obligations hereunder and said failure
continues for a period of thirty (30) days after Tenant delivers written notice
thereof to Landlord (to each of the addresses required by this Section) and each
mortgagee who has a lien against any portion of the Property and whose name and
address has been provided to Tenant, provided that if such failure cannot
reasonably be cured within said thirty (30) day period, Landlord shall not be in
default hereunder if the curative action is commenced within said thirty (30)
day period and is thereafter diligently pursued until cured. In no event shall
(i) Tenant claim a constructive or actual eviction or that the Premises have
become unsuitable hereunder or (ii) a constructive or actual eviction or breach
of the implied warranty of suitability be deemed to have occurred under this
Lease, prior to the expiration of the notice and cure periods provided under
this Section 13.3. Any notice of a failure to perform by Landlord shall be sent
to Landlord at the addresses and to the attention of the parties set forth in
the Basic Lease Provisions. Any notice of a failure to perform by Landlord not
sent to Landlord at all addresses and/or to the attention of all parties
required under this Section and to each mortgagee who is entitled to notice or
not sent in compliance with Article 14 below shall be of no force or effect.

SECTION 13.4 LANDLORD'S LIABILITY.

13.401 Tenant's Rights in Respect of Landlord Default. Tenant is granted no
       contractual right of termination by this Lease, except to the extent and
       only to the extent set forth in Sections 7.1 and 8.2 above and Rider H-2
       attached hereto. If Tenant shall recover a money judgment against
       Landlord, such judgment shall be satisfied only out of the right, title
       and interest of Landlord in the Property as the same may then be
       encumbered and Landlord shall not be liable for any deficiency. If
       Landlord is found to be in default hereunder by reason of its failure to
       give a consent that it is required to give hereunder, Tenant's sole
       remedy will be an action for specific performance or injunction. The
       foregoing sentence shall in no event be construed as mandatorily
       requiring Landlord to give consents under this Lease. In no event shall
       Landlord be liable to Tenant for consequential or special damages by
       reason of a failure to perform (or a default) by Landlord hereunder or
       otherwise. In no event shall Tenant have the right to levy execution
       against any property of Landlord other than its interest in the Property
       as hereinbefore expressly provided.


                                       13




<PAGE>



13.402 Certain Limitations on Landlord's Liability. UNLESS COVERED BY SUBSECTION
       7.502 ABOVE OR CAUSED BY LANDLORD'S GROSS NEGLIGENCE OR WILLFUL
       MISCONDUCT AND WITHOUT LIMITING THE PROVISIONS OF SECTION 7.4, LANDLORD
       SHALL NOT BE LIABLE TO TENANT FOR ANY CLAIMS, ACTIONS, DEMANDS, COSTS,
       EXPENSES, DAMAGE OR LIABILITY OF ANY KIND (i) arising out of the use,
       occupancy or enjoyment of the Premises by Tenant or any person therein
       or holding under Tenant or by or through the acts or omissions of any
       of their respective employees, officers, agents, invitees or contractors,
       (ii) caused by or arising out of fire, explosion, falling sheetrock, gas,
       electricity, water, rain, snow or dampness, or leaks in any part of the
       Premises, (iii) caused by or arising out of damage to the roof, pipes,
       appliances or plumbing works or any damage to or malfunction of heating,
       ventilation or air conditioning equipment, (iv) caused by tenants or any
       persons either in the Premises or elsewhere in the Building (other than
       Common Areas) or by occupants of property adjacent to the Building or
       Common Areas or by the public or by the construction of any private,
       public or quasi-public work or (v) caused by any act, neglect or
       negligence of Tenant. In no event shall Landlord be liable to Tenant for
       any loss of or damage to property of Tenant or of others located in the
       Premises, the Building or any other part of the Property by reason of
       theft or burglary,

SECTION 13.5 WAIVER OF TEXAS DECEPTIVE TRADE PRACTICES ACT. IT IS THE INTENT OF
LANDLORD AND TENANT TO WAIVE ALL OF THE PROVISIONS (OTHER THAN SECTION 17.555)
OF THE TEXAS DECEPTIVE TRADE PRACTICES - CONSUMER PROTECTION ACT, SUBCHAPTER E
OF CHAPTER 17 OF THE TEXAS BUSINESS AND COMMERCE CODE (THE "DTPA") AS SUCH
PROVISIONS ARE OR MAY BE APPLICABLE TO THIS LEASE AND THE TRANSACTION EVIDENCED
HEREBY. Accordingly, Landlord and Tenant hereby represent and agree as follows:

       (a) Tenant represents to Landlord that Tenant is not in a significantly
       disparate bargaining position with respect to this Lease and the
       transaction evidenced hereby.

       (b) Tenant represents to Landlord that Tenant is represented by legal
       counsel in connection with this Lease.

       (c) Tenant represents to Landlord that this Lease does not involve a
       purchase or lease of a family residence occupied or to be occupied as
       Tenant's residence and that, with respect to this Lease, Tenant is a
       business consumer as that term is used in the DTPA (i.e. Tenant is an
       individual, partnership or corporation who seeks or acquires by purchase
       or lease, any goods or services for commercial or business use).

       (d) Landlord and Tenant agree that the total consideration paid or to be
       paid by Tenant over the term of this Lease exceeds $500,000.00, failing
       which this part (d) shall be deemed deleted.

       (e) Tenant represents to Landlord that Tenant has assets of $5 million or
       more according to the most recent financial statement of Tenant prepared
       in accordance with generally accepted accounting principles, failing
       which Landlord and Tenant shall have their respective legal counsel sign
       this Lease in the space provided on the signature page hereof. Tenant
       further represents that it has knowledge and experience in financial and
       business matters that enable it to evaluate the merits and risks of this
       transaction.

       (f) LANDLORD AND TENANT HEREBY AGREE, FOR THEMSELVES, THEIR AGENTS,
       PROPERTY MANAGERS, BROKERS AND CONTRACTORS AND THEIR RESPECTIVE HEIRS,
       PERSONAL REPRESENTATIVES, SUCCESSORS AND ASSIGNS, THAT ALL OF THE
       PROVISIONS OF THE DTPA (EXCEPT FOR SECTION 17.555 THEREOF) WHICH ARE OR
       MAY BE APPLICABLE TO THIS LEASE AND THE TRANSACTION EVIDENCED HEREBY ARE
       HEREBY WAIVED, INCLUDING SPECIFICALLY, WITHOUT LIMITATION, ALL RIGHTS
       AND REMEDIES RESULTING FROM OR ARISING OUT OF ANY AND ALL ACTS OR
       PRACTICES OF THE OTHER PARTY OR THEIR AGENTS, PROPERTY MANAGERS OR
       BROKERS OR THEIR RESPECTIVE HEIRS, PERSONAL REPRESENTATIVES OR ASSIGNS
       IN CONNECTION WITH THIS LEASE AND/OR THE TRANSACTION EVIDENCED HEREBY,
       REGARDLESS OF WHETHER SUCH ACTS OR PRACTICES OCCURRED BEFORE OR AFTER THE
       EXECUTION OF THIS LEASE. THE PROVISIONS OF THIS SECTION SHALL SURVIVE THE
       EXECUTION AND ANY TERMINATION OF THIS LEASE. IF PART (d) ABOVE IS DEEMED
       DELETED, THIS SECTION 13.5 SHALL NOT BE APPLICABLE AND SHALL BE WITHOUT
       FORCE OR EFFECT.

Landlord agrees to delete Section 13.68 Landlord's Lien, but reserves any
statutory lien for rent in Landlord's favor as well as all remedies provided by
law and all rights and remedies under the Uniform Commercial Code.


                                       14




<PAGE>

                                   ARTICLE 14
                                     NOTICES

Any notice or communication required or permitted in this Lease shall be given
in writing, sent by (a) personal delivery, with proof of delivery, (b) expedited
delivery service, with proof of delivery, (c) United States mail, postage
prepaid, registered or certified mail, return receipt requested or (d) prepaid
telegram (provided that such telegram is confirmed by expedited delivery service
or by mail in the manner previously described), addressed as provided in Item 12
of the Basic Lease Provisions and Section 13.3 above or to such other address or
to the attention of such other person as shall be designated from time to time
in writing by the applicable party and sent in accordance herewith. Notice also
may be given by telex or fax, provided each such transmission is confirmed (and
such confirmation is supported by documented evidence) as received and further
provided a telex or fax number, as the case may be, is set forth in Item 12 of
the Basic Lease Provisions. Any such notice or communication shall be deemed to
have been given either at the time of personal delivery or, in the case of
delivery service or mail, as of the date of first attempted delivery at the
address and in the manner provided herein, or in the case of telegram or telex
or fax, upon receipt.

                                   ARTICLE 15
                            MISCELLANEOUS PROVISIONS

SECTION 15.1 BUILDING NAME AND ADDRESS. Tenant shall not, without the written
consent of Landlord, use the name of the Building for any purpose other than as
the address of the business to be conducted by Tenant in the Premises and in no
event shall Tenant acquire any rights in or to such names. Landlord shall have
the right at any time to change the name, number or designation by which the
Building is known.

SECTION 15.2 SIGNAGE. Tenant shall not erect, inscribe, paint, affix or display
any sign or other insignia upon any part of the Premises. Without in any way
limiting the foregoing, any signs erected by Tenant shall conform to all laws,
ordinances, statutes, rules, regulations or other governmental or
quasi-governmental or restrictive covenant requirements. Once erected, Tenant
shall keep and maintain such signs in good repair and remove the same and
restore the Premises at the end of the Term to their original condition.

SECTION 15.3 NO WAIVER. No waiver by Landlord or by Tenant of any provision of
this Lease shall be deemed to be a waiver by either party of any other provision
of this Lease. No waiver by Landlord of any breach by Tenant shall be deemed a
waiver of any subsequent breach by Tenant of the same or any other provision. No
waiver by Tenant of any breach by Landlord shall be deemed a waiver of any
subsequent breach by Landlord of the same or any other provision. The failure of
Landlord or Tenant to insist at any time upon the strict performance of any
covenant or agreement or to exercise any option, right, power or remedy
contained in this Lease shall not be construed as a waiver or a relinquishment
thereof for the future. Landlord's consent to or approval of any act by Tenant
requiring Landlord's consent or approval shall not be deemed to render
unnecessary the obtaining of Landlord's consent to or approval of any subsequent
act of Tenant. Tenant's consent to or approval of any act by Landlord requiring
Tenant's consent or approval shall not be deemed to render unnecessary the
obtaining of Tenant's consent to or approval of any subsequent act of Landlord.
No act or thing done by Landlord or Landlord's agents during the term of this
Lease shall be deemed an acceptance of a surrender of the Premises, unless done
in writing signed by Landlord. The delivery of the keys to any employee or agent
of Landlord shall not operate as a termination of this Lease or a surrender of
the Premises. The acceptance of any Rent by Landlord following a breach of this
Lease by Tenant shall not constitute a waiver by Landlord of such breach or any
other breach. The payment of Rent by Tenant following a breach of this Lease by
Landlord shall not constitute a waiver by Tenant of any such breach or any
other breach. No waiver by Landlord or Tenant of any provision of this Lease
shall be deemed to have been made unless such waiver is expressly stated in
writing signed by the waiving party. No payment by Tenant or receipt by Landlord
of a lesser amount than the monthly installment of Rent due under this Lease
shall be deemed to be other than on account of the earliest Rent due hereunder.
nor shall any endorsement or statement on any check or any letter accompanying
any check or payment as Rent be deemed an accord and satisfaction and Landlord
may accept such check or payment without prejudice to Landlord's right to
recover the balance of such rent or pursue any other remedy which may be
available to Landlord.

SECTION 15.4 APPLICABLE LAW. This Lease shall be governed by and construed in
accordance with the laws of the State of Texas.

SECTION 15.5 COMMON AREAS. "Common Areas" will mean all areas, spaces,
facilities, and equipment (whether or not located within the Building) made
available by Landlord for the common and joint use of Landlord, Tenant and
others designated by Landlord using or occupying space in the Building or at the
Property, as applicable, including but not limited to, (i) walkways, sidewalks
and driveways necessary for access to the Building, (ii) non-exclusive parking
lots or structures, if any, (iii) public corridors, public rest rooms,
elevators, public drinking fountains, if any, and (iv) Building stairs, ramps,
loading docks and loading areas to the extent same (x) are not expressly made a
part of the Premises, and (y) are made available for use of all tenants in the
Building. Tenant is hereby granted a nonexclusive right to use the Common Areas
during the term of this Lease for their intended purposes, in common with others
designated by Landlord, subject to the terms and conditions of this Lease,
including, without limitation, the Rules and Regulations. The Common Areas will
be at all times under the exclusive control, management and operation of the
Landlord.

SECTION 15.6 SUCCESSORS AND ASSIGNS. Subject to Article 11 hereof, all of the
covenants, conditions and provisions of this Lease shall be binding upon and
shall inure to the benefit of the parties hereto and their respective heirs,
personal representatives, successors and assigns.


                                       15




<PAGE>



SECTION 15.7 BROKERS. Tenant warrants that it has had no dealings with any real
estate broker or agent in connection with the negotiation of this Lease,
excepting only the broker named in Item 9 of the Basic Lease Provisions and that
it knows of no other real estate brokers or agents who are or might be entitled
to a commission in connection with this Lease. Tenant agrees to indemnify and
hold harmless Landlord from and against any liability or claim, whether
meritorious or not, arising in respect to brokers and/or agents not so named.
Landlord has agreed to pay the fees of the broker (but only the broker) named in
Item 9 of the Basic Lease Provisions to the extent that Landlord has agreed to
do so pursuant to a written agreement with such broker.

SECTION 15.8 SEVERABILITY. If any provision of this Lease or the application
thereof to any person or circumstances shall be invalid or unenforceable to any
extent, the application of such provisions to other persons or circumstances and
the remainder of this Lease shall not be affected thereby and shall be enforced
to the greatest extent permitted by law.

SECTION 15.9 EXAMINATION OF LEASE. Submission by Landlord of this instrument to
Tenant for examination or signature does not constitute a reservation of or
option for lease. This Lease will be effective as a lease or otherwise only upon
execution by and delivery to both Landlord and Tenant.

SECTION 15.10 INTEREST ON TENANT'S OBLIGATIONS. Any amount due from Tenant to
Landlord which is not paid within thirty (30) days after the date due shall bear
interest at the lower of (i) eighteen percent (18%) per annum or (ii) the
highest rate from time to time allowed by applicable law, from the date such
payment is due until paid, but the payment of such interest shall not excuse or
cure the default.

SECTION 15.11 TIME. Time is of the essence in this Lease and in each and all of
the provisions hereof. Whenever a period of days is specified in this Lease,
such period shall refer to calendar days unless otherwise expressly stated in
this Lease.

SECTION 15.12 DEFINED TERMS AND MARGINAL HEADINGS. The words "Landlord" and
"Tenant" as used herein shall include the plural as well as singular. If more
than one person is named as Tenant, the obligations of such persons are joint
and several. The headings and titles to the articles, sections and subsections
of this Lease are not a part of this Lease and shall have no effect upon the
construction or interpretation of any part of this Lease.

SECTION 15.13 AUTHORITY OF TENANT. Tenant and each person signing this Lease on
behalf of Tenant represents to Landlord as follows: Tenant, if a corporation, is
duly incorporated and legally existing under the laws of the state of its
incorporation and is duly qualified to do business in the State of Texas.
Tenant, if a partnership or joint venture, is duly organized under the Texas
Uniform Partnership Act. Tenant, if a limited partnership, is duly organized
under the applicable limited partnership act of the State of Texas or, if
organized under the laws of a state other than Texas, is qualified under said
Texas limited partnership act. Tenant has all requisite power and all
governmental certificates of authority, licenses, permits, qualifications and
other documentation to lease the Premises and to carry on its business as now
conducted and as contemplated to be conducted. Each person signing on behalf of
Tenant is authorized to do so. The foregoing representations in this Section
15.13 shall also apply to any corporation, partnership, joint venture or limited
partnership which is a general partner or joint venturer of Tenant.

SECTION 15.14 FORCE MAJEURE. Whenever a period of time is herein prescribed for
action to be taken by Landlord or Tenant, the party taking the action shall not
be liable or responsible for, and there shall be excluded from the computation
for any such period of time, any delays due to strikes, riots, acts of God,
shortages of labor or materials, war, governmental laws, regulations or
restrictions or any other causes of any kind whatsoever which are beyond the
reasonable control of such party; provided, however, in no event shall the
foregoing apply to the financial obligations of either Landlord or Tenant to the
other under this Lease, including Tenant's obligation to pay Basic Annual Rent,
Additional Rent or any other amount payable to Landlord hereunder.

SECTION 15.15 RECORDING. This Lease shall not be recorded. However, Landlord
shall have the right to record a short form or memorandum hereof, at Landlord's
expense, at any time during the term hereof and, if requested, Tenant agrees
(without charge to Landlord) to join in the execution thereof.

SECTION 15.16 NO REPRESENTATIONS. Landlord and Landlord's agents have made no
warranties, representations or promises (express or implied) with respect to the
Premises, the Building or any other part of the Property (including, without
limitation, the condition, use or suitability of the Premises, the Building or
the Property), except as herein expressly set forth and no rights, easements or
licenses are acquired by Tenant by implication or otherwise except as expressly
set forth in the provisions of this Lease.

SECTION 15.17 PARKING. If the Property includes a Garage, there shall be an
Exhibit F attached hereto, which shall set forth the agreements between Landlord
and Tenant relating to parking. If there is no Garage included in the Property,
then the remaining provisions of this Section shall be applicable with respect
to parking. The parking areas shall be designated for automobile parking on a
non-exclusive basis for all Property tenants (including Tenant) and their
respective employees, customers, invitees and visitors. Parking and delivery
areas for all vehicles shall be in accordance with parking regulations
established from time to time by Landlord, with which Tenant agrees to conform.
Tenant shall only permit parking by its employees, customers and agents of
automobiles in appropriate designated parking areas.

SECTION 15.18 ATTORNEYS' FEES. In the event of any legal action or proceeding
brought by either party against the other arising out of this Lease, the
prevailing party shall be entitled to recover reasonable attorneys' fees and
costs incurred in such action (including, without limitation, all costs of
appeal) and such amount shall be included in any judgment rendered in such
proceeding.


                                       16

<PAGE>



SECTION 15.19 NO LIGHT, AIR OR VIEW EASEMENT. Any diminution or shutting off of
light, air or view by any structure which may be erected on the Property or
lands adjacent to the Property shall in no way affect this Lease or impose any
liability on Landlord (even if Landlord is the adjacent landowner).

SECTION 15.20 RELOCATION. Upon 120 days advance written notice to Tenant (the
"Relocation Notice"), Landlord shall have the right to relocate Tenant to other
space in the Building (the "Substitute Premises") provided such other space is
equal in size to or larger in size than the Premises. Landlord shall pay all
reasonable out-of-pocket expenses of any such relocation, including the expenses
of moving and construction of improvements substantially similar to Tenant's
Improvements and other improvements installed with the written consent of
Landlord and prior to the date of the Relocation Notice, subject to the
condition that Landlord shall have the right to use all or any of Tenant's
Improvements and such other improvements in connection with the construction of
the improvements in the Substitute Premises. In the event of such relocation,
this Lease shall continue in full force and effect without any change in the
terms or other conditions, except that the Substitute Premises shall be the
Premises and an Exhibit A showing the Substitute Premises shall be substituted
for the Exhibit A attached hereto. If requested by Landlord, Tenant shall
execute an amendment to this Lease evidencing the foregoing.

SECTION 15.21 SURVIVAL OF INDEMNITIES. Each indemnity agreement and hold
harmless agreement contained herein shall survive the expiration or termination
of this Lease.

SECTION 15.22 ENTIRE AGREEMENT. This Lease contains all of the agreements of the
parties hereto with respect to any matter covered or mentioned in this Lease and
no prior agreement, understanding or representation pertaining to any such
matter shall be effective for any purpose. No provision of this Lease may be
amended or added to except by an agreement in writing signed by the parties
hereto or their respective successors in interest.

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Lease,
as of the date first written in this Lease.

For purposes of Section 13.5(e)    LANDLORD
only, Landlord's attorney and
Tenant's attorney have executed    THE PRUDENTIAL INSURANCE COMPANY OF AMERICA,
this Lease:                        a New Jersey corporation

___________________________        BY: Premisys Real Estate Services
Attorney for Landlord                 its duly authorized agent

                                   By: /s/ Gregory T. Jones
                                      ------------------------------------------

                                   Name: Gregory T. Jones                      
                                        ----------------------------------------

                                   Title: Vice President
                                         ---------------------------------------

                                   TENANT

                                   ALLIED FILM & VIDEO SERVICES, INC.

___________________________        By: /s/ James A. Merkle                      
Attorney for Tenant                   ------------------------------------------

                                   Name: James A. Merkle                        
                                        ----------------------------------------
                                                                                
                                   Title: President                             
                                         ---------------------------------------
                                   

                                       17


<PAGE>


                     [Graphic appears rendering floorplan]

                                   EXHIBIT A

<PAGE>

                                    EXHIBIT B

                                     TRACT I
                          METES AND BOUNDS DESCRIPTION
                               1.7218 ACRES OUT OF
                    BLOCK 3, BROOKHOLLOW/HOUSTON, SECTION ONE
                          HOUSTON, HARRIS COUNTY, TEXAS


All that certain 1.7218 acres of land out of Block 3, Brookhollow/Houston,
Section One, Henry), Reinerman Survey, A-644 according to the plat thereof filed
at Volume 144, Page 79 of the Harris County Map Records and being all that
certain 1.7218 acres described as Tract I in a deed dated 08-24-1988 from PIC
Realty Corporation to The Prudential Insurance Company of America filed in the
Official Public Records of Harris County, Texas at Clerk File No. L-816121,
Film Code No. 125-76-0145 and being more particularly described by metes and
bounds as follows:

Commencing at a point located in the west right-of-way line of Governors Circle
East (60' wide) at its intersection with the south right-of-way line of Dacoma
Street (80' wide); Thence S 87 degrees 57' 50" W - 466.96' to a found 5/8" iron
rod marking the POINT OF BEGINNING of the herein described tract.

THENCE S 87 degrees 02' 10" E - 250.00', with the west line of that certain
116,740 square foot tract described in a deed dated 3-26-1976 from Rede Company
to CB Institutional Fund 11 filed in the Official Public Records of Real
Property of Harris County, Texas at Clerk File No. E-716232, Film Code No.
138-010134, to a set "P-K" nail in asphalt for corner;

THENCE S 87 degrees 57' 50" W - 300.00', with the north line of that certain
2.6919 acre tract described as Tract 11 in said deed dated 08-24-1988 from PIC
Realty Corporation to The Prudential Insurance Company of America filed in the
Official Public Records of Real Property of Harris County, Texas at Clerk File
No. L-816121, Film Code No. 125-76-0145, to a set 5/8" iron rod with cap for
corner;

THENCE N 02 degrees 02' 10" W - 250.00', with the east line of that certain
49,275.88 square foot tract described in a deed dated 11-22-1975 from Crow-St.
Louis to Houston-St. Louis Properties, Ltd. filed in the Official Public Records
of Real Property of Harris County, Texas at Clerk File No. E-608950, Film Code
No. ###-##-####, to a found 5/8" iron rod for corner;

THENCE N 87 degrees 57' 50" E - 300.00', with the south line of the
aforementioned Dacoma Street, to the POINT OF BEGINNING and containing 1.7218
acres (75,000 square feet) of land, more or less.

Compiled by:
PREJEAN & COMPANY, INC.
surveying/mapping
Job #101-93A
August 19, 1993          [SEAL OF ROBERT J. PREJEAN, LAND SURVEYOR]


                                      B-1
<PAGE>

                                    TRACT II

                          METES AND BOUNDS DESCRIPTION
                              2.6919 ACRES OUT OF
                    BLOCK 3, BROOKHOLLOW/HOUSTON, SECTION ONE
                  AND BLOCK 3, BROOKHOLLOW/HOUSTON, SECTION TWO
                          HOUSTON, HARRIS COUNTY, TEXAS

All that certain 2.6919 acres, being all that certain called 46,655 square feet
out of Block 3, Brookhollow/Houston, Section One, Henry Reinerman Survey, A-644,
Harris County, Texas filed at Volume 144, Page 79 of the Harris County Map
Records and all that certain called 70,597 square feet out of Block 3,
Brookhollow/Houston, Section Two,, Henry Reinerman Survey, A-644, Harris County,
Texas filed at Volume 149, Page 33 of the Harris County Map Records and
described as Tract 11 in that certain deed dated 08-24-1988 from PIC Realty
Corporation to The Prudential Insurance Company of America filed in the
Official Public Records of Real Property of Harris County, Texas at Clerk File
No. L-81612 1, Film Code No. 125-76-0145 and being more particularly described
by metes and bounds as follows:

Commencing at a point located in the west right-of-way line of Governors Circle
East (60' wide) at its intersection with the south right-of-way line of Dacoma
Street (80' wide); Thence S 02 degrees 02' 10" E 250.00', with the west
right-of-way line of said Governors Circle East, to a point; Thence S 87 degrees
57' 50" W - 300.00', to a found 5/8 iron rod marking the POINT OF BEGINNING of
the herein described tract;

THENCE S 02 degrees 02' 10" E - 53.16', with the west line of that certain
45,005 square feet of land described in a deed dated 12-04-1967 from Brookhollow
of Houston, Inc. to Junior Achievement of Houston, Inc. filed in the Official
Public Records of Real Property of Harris County, Texas filed at Clerk File No.
C626047, Film Code No. 086-26-0642, to a set railroad spike in asphalt marking
the Point of Curvature of a curve to the right having a central angle of 09' 44'
10" and a radius of 420.00';

THENCE, continuing with the west line of said 45,005 square foot tract, passing
at 46.91' the south line of said Brookhollow/Houston, Section One and the north
line of said Brookhollow/Houston, Section Two, for a total are distance of
71.37'; to a found 5/8" iron rod for corner;

THENCE S 27 degrees 32' 37" W - 216.58', with the west line that certain 31,920
square foot tract described in a deed dated 11-15-1990 from Keith George and
Cecil George to Collin Loewen and Wilson J. Rockefeller filed in the Official
Public Records of Real Property of Harris County, Texas at Clerk File No.
M-910799, Film Code No. 193-75-2489, to a found 5/8" iron rod marking a point on
a curve of a curve to the left having a central angle of 29 degrees 34' 48", a
radius of 480.00', the center of said curve being located on a radial line
bearing S 27 degrees 3 2' 3 S" W , from said point;

THENCE in a westerly direction with the north right-of-way line of Directors Row
(60'wide), a distance of 247.81', to a found 5/8" iron rod marking the Point of
Tangency;

THENCE S 87 degrees 57' 50" W - 117.05', continuing with said north right-of-way
line of Directors Row, to a found 518" iron rod for corner;

THENCE N 02 degrees 02' 10" W, with the east line of that certain 32,135 square
foot tract described in a deed dated 10-31-1968 from Brookhollow of Houston,
Inc. to Glass-McMullen, Inc. filed in the Official Public Records of Real
Property of Harris County, Texas at Clerk File No. C-817420, Film Code No.
099-340133, passing at 150.00' the north line of said Brookhollow/Houston,
Section Two and the south line of said Brookhollow/Houston, Section One, and
continuing for a total distance of 250.00', to a found 518" iron rod for corner;

THENCE N 87 degrees 57' 50" E - 466.96', with the north line of the
aforementioned Tract 11, to the POINT OF BEGINNING and containing 2.6919 acres
(117,252 square feet) of land, more or less.

Compiled by:
PREJEAN & COMPANY, INC.
surveying/mapping
Job #101-93B
August 19, 1993          [SEAL OF ROBERT J. PREJEAN, LAND SURVEYOR]


                                      B-2

<PAGE>

                                    TRACT III

                          METES AND BOUNDS DESCRIPTION
                          1.8392 ACRES OF LAND OUT OF
                   BLOCK 4, BROOKHOLLOW/HOUSTON, SECTION TWO
                 AND BLOCK 4, BROOKHOLLOW/HOUSTON, SECTION THREE
                          HOUSTON, HARRIS COUNTY, TEXAS

All that certain 1.8392 acres of land being all that certain 80,116 square feet
out of Brookhollow/Houston, Section Two, Henry Reinermann Survey, A-644, Harris
County, Texas filed at Volume 149, Page 33 of the Harris County Map Records, and
Block 4, Brookhollow/Houston, Section Three, Henry Reinerman Survey, A-644,
Harris County, Texas filed it Volume 158, Page 85 of the Harris County Map
Records, described as Tract III in a deed dated 08-24-1988 from PIC Realty
Corporation to The Prudential Insurance Company of America filed in the Official
Public Records of Real Property of Harris County, Texas at Clerk File No.
L-816121, Film Code No. 125-76-0145 and being more particularly described by
metes and bounds as follows:

Commencing at a point for reference being the most northerly northwest comer of
said Block 4, Brookhollow/Houston, Section Two, being located at the northerly
end of a 10' cutback in the southwest right-of-way line of Directors Row (60'
wide) at U. S. Highway 290 (Northwest Freeway) (width varies); Thence N 45
degrees 05' 07" E - 901.361, with the south line of said Directors Row, to a
found 5/8" iron rod marking the Point of Curvature of a curve to the right
having a central angle of 42 degrees 52' 43" and a radius of 420.00'; Thence
continuing with said south line of Directors Row for an arc distance of 314.32'.
to a found 5/8" iron rod marking the Point of Tangency; Thence N 87 degrees 57'
50" E - 8.43', continuing with said south right-of-way line of Directors Row. to
a found 5/8" iron rod marking the POINT OF BEGINNING of the herein described
tract;

THENCE N 87 degrees 57' 50" E - 196.13', with the south right-of-way, line of
said Directors Row, to a found 5/8" iron rod marking a the Point of Curvature of
a curve to the right having a central angle of 07 degrees 39' 5 1 and a radius
of 420.00';

THENCE continuing with the south right-of-way line of said Directors Row for an
arc distance of 56.18', to a found 5/8" iron rod for corner;

THENCE S 05 degrees 37' 46" W - 350.001, with the west line of that certain
1.1386 acre tract described in a deed dated 3-27-1987 from Interfirst Bank
Fannin to Saratoga Financial Corporation filed in the Official Public Records of
Real Property of Harris County, Texas at Clerk File No. L-042387, Film Code No.
07764-1109 and the west line of that certain 81,413 square foot tract described
in a deed dated 12-28-1990 from George M. Ragsdale to Nueland, Inc. filed in the
Official Public Records of Real Property of Harris County, Texas at Clerk File
No. M-964080, Film Code No. 197-63-2377, to a set 5/8" iron rod with cap for
corner;

THENCE N 88 degrees 11' 14" W - 9.35', to a set "P-K" nail in asphalt for an
angle point;

THENCE S 87 degrees 57' 50" W - 196.131, with the north line of that certain
3.0393 acres described as Tract IV in a deed dated 08-24-1988 from PIC Realty
Corporation to The Prudential Insurance Company of America filed in the Official
Public Records of Real Property of Harris County, Texas at Clerk File No. L81612
1, Film Code No. 125-76-0145, to a found 5/8" iron rod for corner;

THENCE N 02 degrees 02' 10" W - 350.00', with the east line of that certain
80,000 square foot tract described in a deed dated 12-12-1990 from State Farm
Life Insurance Company to Brookhollow Jack Limited Partnership filed in the
Official Public Records of Real Property of Harris County, Texas at Clerk File
No. M-938497, Film Code No. 195-71-1328, to the POINT OF BEGINNING and
containing 1.8392 acres (80,116 square feet) of land, more or less.

Compiled by:
PREJEAN & COMPANY, INC.
surveying/mapping
Job #101-93C.MB
August 19, 1993          [SEAL OF ROBERT J. PREJEAN, LAND SURVEYOR]


                                       B-3
<PAGE>


                                    TRACT IV

                          METES AND BOUNDS DESCRIPTION
                              3.0393 ACRES OUT OF
                  BLOCK 4, BROOKHOLLOW/HOUSTON, SECTION THREE
                         HENRY REINERMAN SURVEY, A-644
                         HOUSTON, HARRIS COUNTY, TEXAS

All that certain 3.0393 acres out of Block 4, Brookhollow/Houston, Section
Three, Henry Reinerman Survey A-644, Harris County, Texas filed at Volume 158,
Page 85 of the Harris County Map Records described as Tract IV in a deed dated
08-24-1988 from PIC Realty Corporation to The Prudential Insurance Company of
America filed in the Official Public Records of Real Property of Harris County,
Texas at Clerk File No. L-816121, Film Code No. 125-76-0145 and being more
particularly described by metes and bounds as follows:

Commencing at a point for reference, being the most easterly south comer of
said Brookhollow/Houston, Section Two; Thence N 53 degrees 19' 15" W - 60.00',
with the south line of said Section Two, to a point; Thence S 36 degrees 40'
45" W - 30.74', the westerly right-of-way line of Governors Circle East to a
point marking the Point of Curvature of a curve to the right having a central
angle of 09' 29'30" and a radius of 420.00'; Thence continuing with said
westerly right-of-way line of Governors Circle East for an arc distance of
69.58', to a found 518" iron rod marking the POINT OF BEGINNING of the herein
described tract and being a point on a curve having a central angle of 41' 47'
35", a radius of 420.00', the center of said curve being located on a radial
line bearing N 43 degrees 49'45" W from said point;

THENCE. continuing with the north right-of-way line of said Governors Circle
East for an arc distance of 306.36', to a found 5/8" iron rod for the Point of
Tangency;

THENCE S 87 degrees 57'50" W - 208.80', with the north right-of-way line of
Governors Circle West (60'wide), to a found 5/8" iron rod marking the Point of
Curvature of a curve to the right having a central angle of 29 degrees 11' 08"
and a radius of 420.00';

THENCE continuing with the north right-of-way line of said Governors Circle West
for an arc distance of 213.94', to a found 5/8" iron rod for corner;

THENCE N 45 degrees 05' 07" E - 318.44', with the east line of that certain
2,184 square foot of land described in a deed dated 08-27-1986 from GDH
Industrial Co. to Joe R. Davis, Inc. filed in the Official Public Records of
Real Property of Harris County, Texas at Clerk File No. K-752009, Film Code No.
059-731222, to a found 5/8" iron rod for corner;


THENCE N 87 degrees 57'50" E - 232.05', with the north line of said Tract IV, to
a set "P-K" nail in asphalt for an angle point,

THENCE S 88 degrees II' 14" E - 9.35', to a set 5/8" iron rod with cap for
corner;

THENCE S 84 degrees 22' 14" E - 19.451, with the southeast line of that certain
81,413 square foot tract described in a deed dated 12-28-1990 from George M.
Ragsdale to Nueland, Inc. filed in the Official Public Records of Real Property
of Harris County, Texas at Clerk File No. M-964080, Film Code No. 197-63-2377,
to a set 5/8" iron rod with cap for corner;

THENCE S 53 degrees 19' 15" E - 255.68', continuing with the southerly line of
said 81,413 square foot tract, to the POINT OF BEGINNING and containing 3.0393
acres (132,390 square feet) of land, more or less.

Compiled by:
PREJEAN & COMPANY, INC.
surveying/mapping
Job #101-93D.MB
August 19, 1993          [SEAL OF ROBERT J. PREJEAN, LAND SURVEYOR]


                                      B-4

<PAGE>

                                   EXHIBIT C

The Leased Premises shall be delivered to Tenant in "As-Is" condition on the
Commencement Date.


                                      C-1

<PAGE>

                                   EXHIBIT D

                       ACCEPTANCE OF PREMISES MEMORANDUM

This Acceptance of Premises Memorandum is being executed pursuant to that
certain Lease Agreement (the "Lease") dated the 29th day of November, 1994,
between The Prudential Insurance Company of America, a New Jersey corporation
("Landlord"), and Allied Film Video Services, Inc., a ("Tenant"), pursuant to
which Landlord leased to Tenant and Tenant leased from Landlord certain space in
the office building located at 4140-B Directors Row in Houston, Texas (the
"Building"). Landlord and Tenant hereby agree that:

1.     Except for the Punch List Items (as shown on the attached Punch List),
       Landlord has fully completed the construction work required under the
       terms of the Lease and the Work Letter attached thereto.

2.     The Premises are tenantable, Landlord has no further obligation for
       construction (except with respect to Punch List Items) and Tenant
       acknowledges that the Building, the Premises and Tenant's Improvements
       are satisfactory in all respects. except for the Punch List Items and
       are suitable for the Permitted Use.

3.     The Commencement Date of the Lease is January 1, 1995. If the dare set
       forth in Item 6 of the Basic Lease Provisions is different than the dare
       set forth in the preceding sentence, then Item 6 of the Basic Lease
       Provisions is hereby amended to be the Commencement Date set forth in the
       preceding sentence.

4.     The Expiration Date of the Lease is December 31, 1996.  If the date set
       forth in Item 7 of the Basic Lease Provisions is different than the date
       set forth in the preceding sentence, then Item 7 of the Basic Lease
       Provisions is hereby amended to be the Expiration Date set forth in the
       preceding sentence.

5.     Tenant acknowledges receipt of the current Rules and Regulations for the
       Building.

6.     Tenant represents to Landlord that Tenant has obtained a Certificate of
       occupancy covering the Premises.

7.     All capitalized terms not defined herein shall have the meaning assigned
       to them in the Lease.

Agreed and Executed this 29th day of March, 1995.

                                   LANDLORD

                                   THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, 
                                   a New Jersey corporation


                                   BY: PREMISYS REAL ESTATE SERVICES, INC.
                                       its duly authorized agent

                                       By: /s/ Steven J. Carter
                                          --------------------------------------
                                       Name:   Steven J. Carter
                                            ------------------------------------
                                       Title:  Property Manager
                                             -----------------------------------

                                   TENANT

                                   ALLIED FILM & VIDEO SERVICES, INC.

                                       By: /s/ James A. Merkle
                                          --------------------------------------
                                       Name:   James A. Merkle
                                            ------------------------------------
                                       Title:  President
                                             -----------------------------------


                                      D-1

<PAGE>

                                     RIDER 1

                                 WATER EXPENSES
           TENANT'S SHARE BASED ON TENANT'S PRO RATA SHARE PERCENTAGE

This Rider is attached to and a part of that certain Lease Agreement dated as of
November 29, 1994, executed by and between THE PRUDENTIAL INSURANCE COMPANY OF
AMERICA, a New Jersey corporation ("Landlord"), and ALLIED FILM & VIDEO
SERVICES, INC., a _____________________ ("Tenant"). Any capitalized term used
but not defined herein shall have the meaning assigned to it in the provisions
designated in the Lease as the Supplemental Lease Provisions. Landlord and
Tenant mutually agree as follows:

Notwithstanding the provisions of Sections 2.2 and 5.1 of the Supplemental
Lease Provisions, Operating Expenses shall not include the cost charged by the
applicable utility or utilities which provide water and sewer service to the
Premises. In lieu thereof, Tenant shall directly pay to Landlord Tenant's share
(calculated as provided below) of Landlord's actual cost from the utility or
utilities which provide water and sewer to the Premises. Landlord may require
that the Premises be separately metered (at Tenant sole cost and expense) for
water usage, in which event Tenant shall make payments to Landlord based on
readings of the meter. If Landlord does not require that the Premises be
separately metered, then Tenant shall pay Landlord a pro rata share of the
entire water bill for the Building. Such pro rata share shall be equal to the
product of the amount of the entire water bill, multiplied by Tenant's Pro Rata
Share Percentage set forth in Item 4 of the Basic Lease Provisions.


<PAGE>


                                     RIDER 2

                                 RENEWAL OPTION

This Rider is attached to and a part of that certain Lease Agreement dated as of
November 29, 1994, executed by and between THE PRUDENTIAL INSURANCE COMPANY OF
AMERICA, a New Jersey corporation ("Landlord"), and ALLIED FILM & VIDEO
SERVICES, INC., a ____________________ ("Tenant"). Any capitalized term used but
not defined herein shall have the meaning assigned to it in the provisions
designated in the Lease as the Supplemental Lease Provisions. Landlord and
Tenant mutually agree as follows:

1.  If, and only if, on the Expiration Date and the date Tenant notifies
    Landlord of its intention to renew the term of this Lease (as provided
    below), (i) Tenant is not in default under this Lease, (ii) Tenant then
    occupies and the Premises then consist of at least all the original Premises
    and (iii) this Lease is in full force and effect, then Tenant, but not any
    assignee or subtenant of Tenant, shall have and may exercise an option to
    renew this Lease for one (1) additional term of two (2) years (the "Renewal
    Term") upon the same terms and conditions contained in this Lease with the
    exceptions that (x) this Lease shall not be further available for renewal
    and (y) the rental for the Renewal Term shall be the "Renewal Rental Rate",
    but in no event will the Base Annual Rent be less than the Base Annual Rent
    for the last twelve (12) calendar months of the initial term of the Lease.
    The Renewal Rental Rate is hereby defined to mean the then prevailing rents
    (including, without limitation, those similar to the Basic Annual Rent and
    Additional Rent) payable by renewal tenants having a credit standing
    substantially similar to that of Tenant, for properties of equivalent
    quality, size, utility and location as the Premises, including any additions
    thereto, located within the area described below and leased for a renewal
    term approximately equal to the Renewal Term. The Renewal Rental Rate will
    take into consideration the tenant inducements offered in the renewal
    transactions considered by Landlord in determining the Renewal Rental Rare.

2.  If Tenant desires to renew this Lease, Tenant must notify Landlord in
    writing of its intention to renew an or before the date which is at least
    nine (9) months but no more than twelve (12) months prior to the Expiration
    Date. Landlord shall, within the next sixty (60) days, notify Tenant in
    writing of Landlord's determination of the Renewal Rental Rate and Tenant
    shall, within the next twenty (20) days following receipt of Landlord's
    determination of the Renewal Rental Rate, notify Landlord in writing of
    Tenant's acceptance or rejection of Landlord's determination of the Renewal
    Rental Rate. If Tenant timely notifies Landlord of Tenant's acceptance of
    Landlord's determination of the Renewal Rental Rate, this Lease shall be
    extended as provided herein and Landlord and Tenant shall enter into an
    amendment to this Lease to reflect the extension of the term and changes in
    Rent in accordance with this Rider. If (x) Tenant timely notifies Landlord
    in writing of Tenant's rejection of Landlord's determination of the Renewal
    Rental Rate or (y) Tenant does not notify Landlord in writing of Tenant's
    acceptance or rejection of Landlord's determination of the Renewal Rental
    Rare within such twenty (20) day period, this Lease shall end on the
    Expiration Date and Landlord shall have no further obligations or liability
    hereunder.

3.  The area with respect to which the Renewal Rental Rate will be determined is
    near northwest Houston ____________________________________________________.


<PAGE>

                                   RIDER H-1

                         (HAZARDOUS MATERIALS SURVEYS)
                          NO KNOWN HAZARDOUS MATERIALS

This Rider is attached to and a part of that certain Lease Agreement dated as of
November 29, 1994, executed by and between PRUDENTIAL INSURANCE COMPANY OF
AMERICA, a New Jersey corporation ("Landlord"), ALLIED FILM & VIDEO SERVICES,
INC., a _____________________ ("Tenant"). Any capitalized term used but not
defined herein shall have the meaning assigned to it in the provisions
designated in the Lease as the Supplemental Lease Provisions. Landlord and
Tenant mutually agree as follows:

      Landlord has heretofore engaged one or more independent contractors to
perform limited surveys at the Property to determine if hazardous materials
exist on or at the Property (whether one or more, the "Survey"). The scope of
visual inspection, testing and sampling performed in connection with the Survey
is set forth in the written report (whether one or more, the "Written Report")
submitted to Landlord by independent contractor(s) performing the Survey.
However, the Tenant is advised that neither extensive testing nor sampling of
any portion of the Property was performed in connection with the Survey of the
Property. A copy of each Written Report is on file in the Property Manager's
office and Tenant shall have the right to inspect each such report. Except as
expressly stated in the next following sentence, Landlord makes no
representations or warranties whatsoever (express or implied) to Tenant
regarding (x) the Survey (including, without limitation, the contents, accuracy
and/or scope thereof) or the Written Report or (y) the presence or absence of
hazardous or toxic materials or wastes in, at, or under the Premises or the
Property. Landlord is not aware of (i) any written reports or surveys concerning
the Building other than the Written Report and the Survey on file with the
Property Manager and (ii) any fact that makes the Written Report or Survey
inaccurate in any material respect. Tenant (a) shall not rely on and has not
relied on the Survey or the Written Report, the same having been provided for
informational purposes only and (b) acknowledges that Tenant has taken such
actions as Tenant deems appropriate to fairly evaluate the Premises and has
otherwise satisfied itself that the Premises are acceptable and suitable from an
environmental perspective. Tenant shall furnish Landlord with a complete and
legible copy of any study, report, test, survey or investigation performed by or
on behalf of Tenant at any time involving the Premises and shall fully restore
all areas and improvements where samples were taken or work was performed and
repair all damage resulting from any of the same. TENANT SHALL INDEMNIFY AND
HOLD HARMLESS LANDLORD FROM, AND SHALL REIMBURSE LANDLORD FOR AND RESPECT TO,
ANY AND ALL CLAIMS, ACTIONS, LIABILITIES, DAMAGES, LOSSES, INJURIES OR DEATHS IN
CONNECTION WITH OR ARISING OUT OF OR FROM ANY INSPECTION, TESTING SAMPLING OR
SIMILAR OR DISSIMILAR ACTIVITY CONDUCTED BY TENANT, TENANT'S AGENTS OR
CONTRACTORS AT THE PREMISES OR THE BUILDING FOR HAZARDOUS OR TOXIC MATERIAL,
WHETHER UNDER THIS RIDER OR OTHERWISE UNDER OR IN CONNECTION WITH THIS LEASE.

<PAGE>

                                   RIDER H-2

                 TENANT'S STUDY, TESTING AND INSPECTION RIGHTS

This Rider is attached to and a part of that certain Lease Agreement dated as of
November 29, 1994, executed by and between PRUDENTIAL INSURANCE COMPANY OF
AMERICA, a New Jersey corporation ("Landlord"), ALLIED FILM & VIDEO SERVICES,
INC., a _____________________ ("Tenant"). Any capitalized term used but not
defined herein shall have the meaning assigned to it in the provisions
designated in the Lease as the Supplemental Lease Provisions. Landlord and
Tenant mutually agree as follows:

     Prior to commencement of any tenant finish work to be performed by
Landlord, Tenant shall have the right to make such studies and investigations
and conduct such tests and surveys of the Premises from an environmental
standpoint as Tenant deems necessary or appropriate, subject to the condition
that all such studies and investigations shall be completed prior to the
commencement of any tenant finish work to be performed by Landlord. TENANT
SHALL INDEMNIFY AND HOLD HARMLESS LANDLORD FROM, AND REIMBURSE LANDLORD FOR AND
WITH RESPECT TO, AND ANY ALL LOSS, DAMAGES, AND CLAIMS RESULTING FROM OR
RELATING TO TENANT'S STUDIES, TESTS AND INVESTIGATIONS. If such study, test,
investigation or survey evidences hazardous or toxic materials which affect the
Premises, Tenant shall have the right to terminate this Lease provided such
right shall be exercised, if at all, prior to the commencement of any tenant
finish work to be performed by Landlord and, in any event, within five (5) days
after Tenant receives the evidence of hazardous or toxic materials. If Tenant
does not exercise such right prior to commencement of any such tenant finish
work and within such five (5) day period, Tenant's right to terminate this Lease
shall be null and void and of no further force or effect.