Exhibit 10.11


                                    LEASE

                                   Between

                      PC Dynamics Corporation, Landlord

                                     And

                      PC Dynamics of Texas, Inc., Tenant



<PAGE>

                                    LEASE


           THIS LEASE (this  "Lease") is made  as of the  25th day of  March,
 1999,  by  and  between  PC   Dynamics  Corporation,  a  Texas   corporation
 ("Landlord"), and PC Dynamics of Texas, Inc.  ("Tenant")

                                 WITNESSETH:

           The parties  hereto, for  themselves, their  heirs,  distributees,
 executors, administrators,  legal representatives,  successors and  assigns,
 hereby covenant as follows:


                                  ARTICLE 1.

                  Definitions, Demise, Premises, Term, Rent

 Section 1.01  Definitions.  The  following terms  shall  have  the  meanings
 hereinafter set forth throughout this Lease.

   (A)   "Base Rent"  shall  be the  sum of  $204,000.00 per year, payable in
   equal  monthly installments  of $17,000.00  per month  in advance  on  the
   first day of each calendar month during the Term of this Lease.

   (B)  "Commencement Date shall mean March 25, 1999.

   (C)  "Expiration  Date" shall  mean the  third  (3rd) anniversary  of  the
      Commencement Date; unless sooner terminated or extended as provided  in
      this Lease.

   (D)  "Landlord's  Notice  Address"   shall  mean  216  Evergreen   Street,
      Bensenville, Illinois 60106.

   (E)  "Lease  Year"  shall  mean  a  one  year  period  beginning  on   the
      Commencement Date and ending one year after the Commencement Date.

   (F)  "Option Price"  shall mean $2,500,000.00  (provided that $500,000  of
      the Option Price shall be payable  in accordance with the terms of  the
      Royalty Agreement dated as  of March 15, 1999  by and between  Landlord
      and Tenant).

   (G)  "Parking Spaces" shall mean those parking spaces located on
      Property.

   (H)  "Permitted Uses" shall mean use  of the Premises for the assembly  of
      printed circuit boards and related activities.

   (I)  "Premises" shall  mean the property  legally described  on Exhibit  A
      attached hereto  (the "Property"),  the Parking  Spaces and  any  other
      improvement located on the Property.

   (J)  "Security Deposit" shall mean $17,000.00.

   (K)  "Tenant's  Notice Address"  shall mean  10501  FM 720  East.  Frisco,
      Texas 75O35.
<PAGE>
   (L)  "Term" shall mean the period commencing on the Commencement Date  and
      ending on the Expiration Date, being 36 months.


 Section 1.02 Demise: Condition of the Premises.

 (A) Subject to and upon the terms and conditions set forth herein,  Landlord
 hereby leases to Tenant and Tenant hereby leases from Landlord the  Premises
 for the  Term,  commencing  on  the Commencement  Date  and  ending  on  the
 Expiration Date.

 (B) Tenant has  inspected the Premises  and is satisfied  with the  physical
 condition thereof, including  all equipment  and appearances  and agrees  to
 accept the Premises in their present "AS IS" condition.

 Section 1.03 Base Rent.  Tenant shall  pay Landlord, monthly, in advance, on
 the first day of each calendar  month during the Term, monthly  installments
 of Base  Rent, without  notice or  demand and  without any  setoff,  offset,
 abatement or deduction whatsoever, to Landlord's Notice Address.

 Section 1.04 Additional  Rent.   All sums other  than Base  Rent payable  by
 Tenant under this Lease shall be deemed additional rent ("Additional  Rent")
 payable on demand (at  the same place  Base Rent is  paid), and in  currency
 which, at the time of payment, is legal tender for public and private  debts
 in the United  States of America  unless other payment  dates are set  forth
 herein. Landlord shall have the same rights and remedies with respect to the
 failure by Tenant in pay Additional Rent as Landlord has with respect to the
 failure by Tenant to pay Base Rent.

 Section 1.05 Use.  The Premises shall  be used and occupied by Tenant solely
 for the Permitted Uses, and for  no other purpose without the prior  written
 consent of Landlord, which consent shall not be unreasonably withheld.


                                  ARTICLE 2.

                          Alterations and Additions

 Section 2.01 Alterations.  Tenant shall not  make or suffer  to be made  any
 alterations, additions or improvements  (collectively "Alterations") in,  on
 or to the Premises or any part thereof without the prior written consent  of
 Landlord which consent shall  not be unreasonably  withheld if the  proposed
 Alterations are nonstructural. Tenant shall furnish plans and specifications
 to Landlord at the time ii requests Landlord's consent to any Alterations if
 the desired Alterations will require the filing of plans and  specifications
 with any governmental or quasi-governmental agency or authority.  Subsequent
 to  obtaining  Landlord's   consent  and  prior   to  commencement  of   the
 Alterations, Tenant shall deliver to  Landlord any building permit  required
 by applicable law and  a copy of the  executed construction contract(s).  If
 Landlord consents to the making of any Alteration, such Alteration shall  be
 made by Tenant at Tenant's sole cost and expense by a contractor approved in
 writing by Landlord.  Tenant shall provide, at its expense, such completion,
 performance and/or  payment  bonds  as  Landlord  considers  necessary  with
 respect to such construction work.  Tenant shall also require its contractor
 to maintain  insurance in  such amounts  and in  such form  as Landlord  may
<PAGE>
 require and evidence of such insurance  shall be delivered to Landlord.  Any
 construction, alteration,  maintenance, repair,  replacement,  installation,
 removal or decoration undertaken by Tenant  in connection with the  Premises
 shall be completed in accordance with the plans and specifications therefor,
 shall be carried out in good, workmanlike and prompt manner and shall comply
 with all applicable statutes,  laws, ordinances, regulations, rules,  orders
 and requirements of the authorities having jurisdiction thereof.

                                  ARTICLE 3.

                          Management of the Premises

 Section 3.01 Absolute Net Lease.  This Lease shall be an absolute net lease.
 Tenant shall  pay  for  and  be responsible  for  all  of  the  maintenance,
 management, upkeep and care of the Premises, as specified herein, and Tenant
 shall pay all  Operating Expenses (as  hereinafter defined)  relaxed to  the
 Premises.  The term "Operating  Expenses" shall mean  the aggregate of those
 costs and expenses paid or incurred  relating to the ownership,  maintenance
 and operation of the Premises, including,  but nor limited to, all of  those
 costs specified at this Article 3.

 Section 3.02  Taxes.  Tenant  shall pay  all Taxes  (as hereinafter defined)
 relaxed to the Premises before delinquency.  The term "Taxes" shall mean all
 taxes, fees  and assessments  and governmental  charges levied,  whether  by
 federal, state, county, municipal, or other taxing districts or  authorities
 presently or hereafter created, taxing the Premises and any other general or
 special taxes, fees, charges or assessments attributable to the Premises  or
 their operation.   "Taxes" shall also  include any and  all taxes levied  or
 assessed and  payable  during  the  Term  upon  all  of  Tenant's  leasehold
 improvements, equipment, furniture,  fixtures, and  other personal  property
 located on the  Premises.  In addition,  "Taxes" shall mean  all real estate
 taxes and assessments or substitutes  therefore or supplements thereto  upon
 all or any  portion of  the Premises or  any improvements  thereon, for  any
 whole or partial tax year or period occurring during the Term hereof. If and
 to the extent that, due to a change in the method of taxation or assessment,
 any franchise, capital stock, capital, rent, income, profit or other tax  or
 charge shall be a substitute for or supplement to any of the foregoing, then
 all such items shall be included within  the term Taxes for the purposes  of
 this Lease.  If  Tenant should choose  to dispute and  contest Taxes, Tenant
 shall pay for  all costs associated  with such dispute  or contest and  such
 costs also shall be considered Taxes for purposes of this Lease.

 Section 3.03 Insurance.  Tenant hereby agrees that it shall bear the risk of
 any damage, loss or casualty relating  to the Premises, except as  otherwise
 specified in this  Lease.  Tenant  shall provide  and pay  for all insurance
 ("Insurance") of any type that Landlord,  in its reasonable judgment,  shall
 deem necessary or advisable to carry in relation to the Premises, including,
 but not  limited  to,  Commercial  General  Liability  Insurance,  fire  and
 extended  coverage   insurance,  State   Worker's  Compensation   Insurance,
 Hazardous Materials Insurance and  any other insurance  in order to  protect
 itself, the Premises, its personal property used in connection therewith, or
 its interests therein.  Tenant shall maintain such insurance in commercially
 reasonable amounts, sufficient to  cover any risks  related to the  Premises
 and  all of  its obligations  pursuant to  this  Lease,  including, but  not
 limited  to, those  obligations specified in Section 4.03, Section 6.02. and
 Section 6.04.  All policies for Insurance related to the Premises shall name
 the Landlord and the Landlord's mortgagee, if any, as additional insureds.
<PAGE>
 Section 3.04 Maintenance Costs.  Tenant shall  pay all Maintenance Costs (as
 hereinafter defined). The term "Maintenance Costs" shall mean all costs paid
 or incurred in connection with the operation or maintenance of the  Premises
 including, without  limitation,  ill  parking areas  (whether  temporary  or
 permanent), access  roads, driveways,  curbs, truckways,  loading areas  and
 docks, retaining  walls,  lighting facilities,  service  corridors,  comfort
 stations, pedestrian sidewalks, stairways, plazas, foundations, exterior and
 demising walls, roofs over  any portion of  the Premises, elevators,  courts
 and ramps, decorative walls, vacant areas, landscaped and planting areas and
 facilities, service  lines or  conduits for  gas, water,  electric,  sewage,
 heating, storm water, ventilating,  air conditioning and lighting  services,
 music and  intercom equipment,  and fire  suppression and  warning  systems,
 conduits and appurtenances for use by Tenant, and other areas and facilities
 relaxed to the Premises, whether on or off of the Property.

 Section 3.05 Maintenance and Repair.  Subject  to the provisions of Sections
 6.01 and 6.02 hereof, Tenant shall  maintain and repair the Premises  during
 the Term  and preserve  same in  the condition  delivered to  Tenant on  the
 Commencement Date, normal wear and tear excepted, and shall make all repairs
 and replacements to the interior of  the Premises, structural or  otherwise,
 including,  without   limitation,  concrete   floors,  supporting   columns,
 interiors plumbing  and  electrical lines  and  facilities, doors  and  door
 fames, and  window and  window frames,  as and  when necessary  in order  to
 preserve the Premises in good working order and condition in accordance with
 the terms  and  provisions of  this  Lease, including  chose  governing  the
 performance of any Alterations  to the Premises.  Tenant  agrees to keep and
 maintain in good working  order and condition the  waste and sewer  systems,
 sprinkler,  plumbing,   air-conditioning,   electrical   and   heating   and
 ventilating systems and equipment in and/or servicing the Premises and  keep
 in force  a  standard maintenance  agreement  with contractors  designed  by
 Landlord on all such equipment and systems, and to furnish a copy thereof to
 Landlord.  In addition, Tenant  shall replace at the  expense of Tenant, any
 and all  plate and  other glass  and  exterior window  treatment  including,
 without limitation,  any protective  films damaged  or broken  by any  cause
 whatsoever in and  about the Premises  to the  building standard  conditions
 adopted by Landlord front time  to nine.  Tenant shall  pay for and keep the
 foundation of the Premises in good  repair.  Tenant shall not pay for repair
 or maintenance of the exterior walls and roof, except where such repair  and
 maintenance is necessitated by Tenant's  negligence or willful acts.  Tenant
 shall keep the Parking Spaces well lit, well striped, and clear of snow  and
 debris.  Tenant shall be responsible  for proper landscaping, including, but
 not  limited  to,  lawnmowing  and   debris  removal,  and  other   exterior
 maintenance of the Premises in order to  keep the Premises in a sightly  and
 clean condition.  Tenant shall provide security for the Premises, including,
 but not limited to, alarm systems and security guards. All damages or injury
 done to the Premises by Tenant  or by any person who may  be in or upon  the
 Premises shall  be paid  for by  Tenant.  If  Tenant refuses  or neglects to
 perform any  of  Tenant's obligations  hereunder,  Landlord shall  have  the
 right, but  not  the  obligation,  to make  such  repairs  or  perform  such
 obligations an behalf of and for the  account of Tenant.  In such event, the
 cost thereof shall be  paid for by Tenant,  as Additional Rent upon  demand.
 Tenant agrees to give Landlord or its managing agent prior written notice of
 the necessity for any repairs in or to the Premises and shall not proceed to
 perform same until Landlord or its managing agent has consented thereto.
<PAGE>
 Section  3.06  Utilities.   Tenant  shall  obtain  all  water,  electricity,
 sewerage, gas,  telephone  and  other utilities  directly  from  the  public
 utility company furnishing same. Any meters required in connection therewith
 shall be installed at Tenants sole  cost.  Tenant shall all utility deposits
 and fees, and all  monthly service charges  for water, electricity.  Sewage,
 gas, telephone  and any  other utility  services furnished  to the  Premises
 during the Term.  In the event  any such utilities are not separately matted
 on the  Commencement  Date,  then  until such  time  as  such  services  arc
 separately metered, Tenant shall pay to Landlord Tenant's equitable share of
 the cost of such services, as reasonably determined by landlord.

 Section 3.07 HVAC.  Tenant shall have the right to use the existing heating,
 air conditioning and ventilation equipment in the Premises, if any. All such
 equipment shall  be  maintained, repaired  and  replaced, as  necessary,  by
 Tenant at its sale cost  and expense and shall  be surrendered by Tenant  to
 Landlord at the end of the  Tern together with the Premises.  Landlord makes
 no representation  or warranty  as  to the  condition  or capacity  of  such
 equipment.  Landlord  shall  have no  obligation  whatsoever to  provide the
 Premises whith heat, air conditioning, ventilation or hot water.

 Section 3.08 Cleaning. Tenant, at its expense, shall keep the Premises clean
 and in good order to the  reasonable satisfaction of Landlord and shall  pay
 for all garbage  removal as  incurred.  Tenant  shall store  all rubbish and
 refuse in locations and in  a manner as may  be designated by Landlord  from
 time to time.  Tenant shall  arrange for the  removal of  garbage and  other
 refuse by a cartage company acceptable to Landlord during such hours as  may
 be designated  by Landlord  from time  to  time or,  Landlord may  elect  by
 written notice to  Tenant, to arrange  for the removal  of such garbage  and
 other refuse by Landlord's  cartage company, and  Tenant shall pay  Landlord
 all charges thereby as Additional rent,  within ten (10) days after  receipt
 of a bill therefor.

 Section 3.09 Compliance with Law.  Tenant, at its sole expense, shall comply
 with all  laws,  orders  and  regulations  of  federal,  state,  county  and
 municipal authorities  and  with any  directive  of any  public  officer  or
 officers pursuant to  law which shall  impose any violation,  order or  duty
 upon Landlord or Tenant with respect to the Premises or the use or occupancy
 thereof.  Tenant, at  its sole  cost and expense,  shall obtain  and keep in
 effect during  the  term, all  permits,  licenses and  other  authorizations
 necessary to permit Tenant to use and occupy the Premises for the  Permitted
 Uses.  Tenant shall not use the Premises, or permit any act to be done in or
 about the Premises  which will in  any way conflict  with any law,  stature,
 ordinance or governmental rule or regulation now or hereafter in force.

 Section 3.10  Liens.  Tenant  shall keep  the Premises  free from  any liens
 arising out  of  any work  performed,  materials furnished,  or  obligations
 incurred by or on behalf of Tenant.  Should any mechanic's or other lien  be
 filed against  the  Premises  by  reason  of  Tenant's  or  its  agents'  or
 contractors' acts or omissions or because of a claim against Tenant.  Tenant
 shall cause the  same to be  canceled and discharged  of record  by bond  or
 otherwise within thirty (30)  days after the  filing thereof.  Should Tenant
 fail to discharge such lien within such thirty (30) day period, Landlord may
 cure same, in  which event Tenant  shall reimburse Landlord,  on demand,  as
 Additional Rent, for the amount of  the lien or the  amount of the bond,  if
 greater, plus all  administrative costs incurred  by Landlord in  connection
 therewith.  The remedies provided  herein shall be in  addition to all other
 remedies available to Landlord.
<PAGE>

                                  ARTICLE 4.

                        Tenant's Covenants and Rights

 Section 4.01 Assignment and Subletting.

 (A)  Tenant covenants that it shall not,  by operation of law or  otherwise,
 assign, sublet, encumber  or mortgage this  lease, or any  part thereof,  or
 permit the Premises to be used  by others without the prior written  consent
 of Landlord  in each  instance.  Any  attempt by  Tenant to  assign, sublet,
 encumber or  mortgage this  Lease shall  be null  and void.  The consent  by
 Landlord to any assignment, mortgage, encumbrance,  sub1ettng or use of  the
 Premises by others  shall not  constitute a  waiver of  Landlord's right  to
 withhold its  consent  to  any other  assignment,  subletting,  encumbrance,
 mortgage or use by others of the  Premises.  For the purpose of this Section
 4.01, (i) a  takeover agreement shall  be deemed a  transfer of this  Lease,
 (ii) an assignment of  the Lease shall  be deemed to  occur if Tenant  shall
 fail to be a  wholly-owned subsidiary of  Performance Interconnect Corp.,  a
 Texas corporation I ("PIC"), or if the existing shareholders of PIC shall in
 the aggregate fail to own at least 51% of the voting and ownership interests
 in PIC, (iii) any person or legal representative of Tenant, to whom Tenant's
 interest under this Lease passes by operation of law, or otherwise, shall be
 bound by  the provisions  of  this Section  4.01  and (iv)  a  modification,
 amendment or extension of a sublease shall be deemed a sublease.

 (B) No consent by Landlord to an assignment of this Lease shall be effective
 unless and until Tenant shall deliver  to Landlord an agreement in form  and
 substance satisfactory to Landlord pursuant  to which such assignee  assumes
 and agrees  to be  bound by  all  of the  terms, covenants,  provisions  and
 agreements of this  Lease. In  no event shall  Tenant be  released from  its
 obligations hereunder as a result of any assignment of this Lease.

 (C) Notwithstanding anything an  this Section 4.01  to the contrary,  Tenant
 may permit Premises to be used by an affiliate of Tenant upon prior  written
 notice to Landlord; provided,  however, that Tenant  and any such  affiliate
 shall comply with all of the terms, covenants, provisions and agreements  of
 this Lease.  For purposes of this  Lease, an "affiliate" means a entity that
 controls, is  controlled by,  or  is under  the  common control  of  another
 entity.

 Section 4.02 Interruption or Access, Use  or Service.  Landlord shall not be
 liable for any  failure (to  the extent  required of  it by  this Lease)  to
 provide access to the Premises, to assure the beneficial use of the Premises
 or to  furnish any  services or  utilities when  such failure  is caused  by
 natural occurrences,  riots, civil  disturbances, insurrection,  war,  court
 order, public enemy, accidents, breakage, repairs, strikes, lockouts,  other
 labor disputes, the making  of repairs, alterations  or improvements to  the
 Premises, the  inability to  obtain fuel,  gas, steam,  water,  electricity,
 labor or  other  supplies  or  by  any  other  condition  beyond  Landlord's
 reasonable control,  and  Tenant  shall  not  be  entitled  to  any  damages
 resulting from such failure,  nor shall such failure  relieve Tenant of  the
 obligation to pay all sums due hereunder or constitute or be construed as  a
 constructive or  other  eviction  of  Tenant.  If  any  governmental  entity
 promulgates or revises any statute, ordinance or building code, fire code or
 other code,  or imposes  mandatory or  voluntary controls  or guidelines  on
 Landlord or the Premises  or any part  thereof, relating to  the use of  the
<PAGE>
 Premises or the conservation of any utility or service provided with respect
 to this  lease,  or if  Landlord  is required  to  make alterations  to  the
 Premises in order  to comply with  such mandatory or  voluntary controls  or
 guidelines, Tenant shall comply with  such mandatory controls or  guidelines
 or  make  such  alterations  to  the  Premises.  Tenant  may,  in  its  sale
 discretion, comply with such voluntary controls or guidelines, or make  such
 alterations to the Premises,  pursuant to the requirements  of Article 2  of
 this Lease.  If Tenant chooses not to comply with such voluntary controls or
 guidelines, Landlord may make such changes  or alterations as are  necessary
 to comply with such voluntary controls or guidelines at Landlord's sole cost
 and expense.  Neither such  compliance nor  the making  of such  alterations
 shall in any  event entitle  Tenant to any  damages, relieve  Tenant of  the
 obligation to  pay  any of  the  sums due  hereunder,  or constitute  or  be
 construed as a constructive or other eviction of Tenant.

 Section 4.03 Tenant's indemnification.

 (A)  Tenant shall  indemnify,  defend and  hold  harmless Landlord  and  its
 officers, directors,  employees,  attorneys and  agents  (collectively,  the
 "indemnitees") from  and against  any and  all  claims, demands,  causes  of
 action, judgments, costs and expenses, and all losses and damages (including
 consequential and punitive damages) arising from Tenants use of the Premises
 or from the conduct  of its business  or from any  activity, work, or  other
 acts or  things  done, permitted  or  suffered by  Tenant  in or  about  the
 Premises,  and  shall  further  indemnity,  defend  and  hold  harmless  the
 Indemnitees from and against  any and all claims  rising from any breach  or
 default in  the  performance  of  any obligation  on  Tenant's  part  to  be
 performed under the terms of this Lease, or rising from any act, omission or
 negligence or  willful or  criminal misconduct  of Tenant,  or any  officer,
 agent, employee, independent contractor, guest, or invitee thereof, and from
 all costs, attorney's  fees and disbursements,  and liabilities incurred  in
 the defense of any such claim,  demand, cause of action or proceeding  which
 may be brought against,  out of or in  any way related  to this Lease.  Upon
 notice from Landlord, Tenant shall defend  any such claim, demand, cause  of
 action or suit at  Tenant's expense by counsel  satisfactory to Landlord  in
 its sole discretion. As a material part of the consideration to Landlord for
 this Lease, Tenant hereby assumes all  risk of damage so property or  injury
 to persons in, upon or about the Premises from any cause, and Tenant  hereby
 waives all claims with  respect thereto against  Landlord Tenant shall  give
 immediate notice  to  Landlord in  case  of  casualty or  accidents  in  the
 Premises.  The provisions  of this Section  shall survive  the expiration or
 sooner termination of this Lease.

 (B)  All personal property of  Tenant, including goods, wares,  merchandise,
 inventory, trade fixtures and  other personal property  of Tenant, shall  be
 stored at sole rise of  Tenant.  Landlord or its  agents shall not be liable
 for any  loss  or  damage  to  persons  or  property  resulting  from  fire,
 explosion, falling plaster, steam, gas, electricity, water or rain which may
 leak from any part or the Premises or from the pipes, appliances or plumbing
 works therein  or from  the roof,  street or  subsurface or  from any  other
 places resulting  from  dampness  or  any  other  cause  whatsoever,  except
 personal injury or other damages caused by or due to the gross negligence or
 willful misconduct of Landlord.  Landlord or  its agents shall not be liable
 for interference with the electrical service, ventilation, or for any latent
 defect in the Premises.
<PAGE>
 (C)   The parties hereto acknowledge that all or a part of the Premises  may
 be used for  the storage  and shipment  of goods  not owned  by Tenant,  and
 Landlord is not willing to enter  into this Lease unless Tenant  indemnifies
 the Indemnitees to Landlord's satisfaction from any liability on the part of
 the Indemnitees to the owner(s) of such goods for damage to the same arising
 out of any acts or omissions of the Indemnitees. As a material inducement to
 Landlord to enter into  this Lease, Tenant agrees  to defend, indemnify  and
 hold the Indemnitees harmless from and  against any and all losses,  claims,
 liabilities, obligations and  damages imposed upon  or incurred or  asserted
 against the Indemnitees by reason of damage to goods of persons storing such
 goods wit  Tenant,  notwithstanding  the  fact  that  such  losses,  claims,
 liabilities, obligations or  damages may  have been  caused by  the acts  or
 omissions of Landlord. Tenant agrees that at all times during which it shall
 store goods not owned by it in  the Premises, it shall insure the  indemnity
 described under this Section 4.03(C) if a manner reasonably satisfactory  to
 Landlord.  Landlord shall not be deemed a bailee, consignee, or warehouseman
 (or responsible for the standard of care incidental thereto) with respect to
 any goods  stored or  shipped to  or from  the Premises  for consignment  or
 bailment and Tenant shall  insert a clause to  that effect in all  warehouse
 receipts or coassignment agreements for the storage or shipment of goods  to
 or from the Premises.

 Section 4.04  Security  Deposit.  Concurrently  with  the execution  of this
 Lease, Tenant has deposited with Landlord the Security Deposit, the  receipt
 of which, subject to collection, is hereby acknowledged, as security for the
 payment by Tenant of all Base Rent and Additional Rent and for the  faithful
 performance of  all the  terms, covenants  and conditions  hereof.  Landlord
 shall not be required to upgrade the Security Deposit from other deposits or
 from other funds  of Landlord or  pay interest thereon,  unless required  by
 applicable law. If, at any time during the Term, Tenant does not fulfill any
 of its obligations under  this Lease, Landlord shall  have the right to  use
 the Security  Deposit, or  so much  thereof as  necessary, to  satisfy  such
 obligations.  If any  portion of the  Security Deposit is  used, applied, or
 retained by Landlord as  herein permitted, then within  five (5) days  under
 written demand  therefor,  Tenant  shall deposit  with  Landlord  an  amount
 sufficient to  restore the  Security Deposit  to  its original  amount,  and
 Tenant's failure to do so shall be a  breach of this Lease.  If Tenant fully
 and faithfully performs  every term, covenant,  condition and obligation  of
 this Lease during the Term, the  Security Deposit (or any balance  thereof),
 without interest, shall be  returned to Tenant after  the expiration of  the
 Term.  Landlord  may  deliver  the  Security  Deposit  to  any  purchaser of
 Landlord's interest in the Premises if such interest is sold, in which event
 Landlord shall be discharged from any further liability with respect to  the
 Security Deposit.  The Security Deposit shall not be construed as Liquidated
 damages, and if  Landlord's claims  hereunder exceed  the Security  Deposit.
 Tenant shall remain liable for the balance of such claims.

 Section 4.05 Surrender. Upon the expiration of the Term or other termination
 of this  Lease,  and without  further  notice, Tenant  shall  peaceably  and
 quietly quit and  surrender to Landlord  the Premises, broom  clean, in  the
 same condition  as existed  on the  Commencement  Date, excepting  only  any
 Alterations made by Tenant if consented to by Landlord if Landlord's consent
 was required, ordinary  wear and  tear and loss  by fire  or other  casualty
 which Tenant is not  obligated to repair pursuant  to the terms hereof.  Any
 property of Tenant not removed at or  prior to the Expiration Date or  prior
 termination of this Lease shall, at Landlord's election, be deemed abandoned
 and shall become the property of Landlord.
<PAGE>
 Section 4.06 Option to Purchase Premises.

 (A)  Tenant shall  have the option  to purchase the  Premises ("Option")  at
 the Option  Price payable  to Landlord;  provided, however,  that  (i)Tenant
 provides Landlord with written notice of its exercise of the Option no later
 than ninety (90) days prior to  the end of the Term  and (ii) Tenant is  not
 then in default under this Lease or under any other agreement or  obligation
 of Tenant  to  Landlord, or,  if  Tenant is  in  default under  this  Lease,
 Landlord elects, at its sole option, to allow Tenant to exercise the  Option
 or to  proceed  to  purchase the  Premises.  The  sale shall  be  made  upon
 substantially the  same  terms  and  conditions  provided  in  the  contract
 attached as  Exhibit B  hereto.  Tenant shall  take  title to  the  Premises
 subject to their existing  liens or encumbrances and  any other act done  or
 suffered by Tenant. Landlord and Tenant shall close the sale of the Premises
 as soon as they can agree to close, but in no event shall the closing of the
 transaction contemplated hereby occur later than thirty (30) days after  the
 date Landlord receives written notice of  Tenant's election to exercise  the
 Option (the "Exercise  Date").  After the  valid exercise of  the Option and
 until  the  closing  of  the  transaction  to  purchase  the  Premises  (the
 "Closing"), this Lease shall remain in full force and effect.  Upon Closing,
 this Lease shall terminate  and be of  no force and  effect with no  further
 action of the Landlord and Tenant, shall record a termination lease pursuant
 to Section  8.09 hereof.  If the  transaction contemplated  hereby does  not
 close due to a breach by Landlord, Tenant may, at its option, terminate this
 Lease by providing written  notice to Landlord  thereof.  If the transaction
 contemplated hereby does not close due to a breach by Tenant, Landlord  may,
 at its option, terminate this Lease by providing Tenant with written  notice
 thereof.  If the Lease is terminated  pursuant to this Section 4.06(A), This
 Lease shall terminate on the  last day of the  month following the month  in
 which such notice of termination was given. If Landlord notifies Tenant of a
 bona fide offer  under Section  4.06(B) of  this Lease.  Tenant's option  to
 purchase under this Section  4.06(A) may not be  exercised and becomes  null
 and void unless and  until Tenant's Option shall  be reinstated pursuant  to
 Section 4.06(B).

 (B)  If Landlord obtains  a bona fide  offer to purchase  the Premises  from
 any third party  (except as  set forth  in subsection  (C) below),  Landlord
 shall notify Tenant of the existence of such offer and Tenant shall have the
 right, within twenty (20) days after receipt of the notice, to purchase  the
 Premises  at  the  Option  Price  upon  substantially  the  same  terms  and
 conditions provided in the contract attached as Exhibit B hereto.  If Tenant
 does not  give Landlord  notice in  writing within  the 20-day  period  that
 Tenant intends to exercise its rights hereunder, then Landlord shall be free
 to sell  the  Premises within  one  hundred and  twenty  (120) days  of  its
 original notice to Tenant  and Tenant's Option shall  become null and  void.
 If, however, Landlord and the third  party purchaser fail to consummate  the
 sale of the Premises, Tenant's Option shall be reinstated.

 (C)  Landlord shall not be obligated  to notify Tenant and Tenant shall  not
 have any rights under subsection (B)  if (i) Landlord determines to sell  or
 transfer Landlord's  interest  in  the  Premises  to  a  related  entity  of
 Landlord,  (ii)  Landlord  obtains  a  bona  fide  first  mortgage  from  an
 institutional lender not related to or affiliated with Tenant which mortgage
 is a so-called "participating mortgage" under  which the lender has a  right
 to participate in the profits or cash flow or both of the Premises or  (iii)
 the  Premises  is  sold  by  Landlord  in  a    transaction  involving   the
 simultaneous master lease of the Premises back to Landlord.
<PAGE>
                                  ARTICLE 5.

                       Landlord's Covenants and Rights

 Section 5.01 Quiet Enjoyment and Subordination.

 (A)  Landlord covenants and agrees  that upon performance  by Tenant of  all
 the  terms,  covenants, obligations,  conditions  and provisions  hereof  on
 Tenant's part  to be kept and performed, Tenant  shall have, hold and  enjoy
 the Premises,  subject and subordinate to the  terms and conditions of  this
 Lease.

 (B) This Lease is subject and  subordinate to, and Tenant will comply  with,
 any  reciprocal  easement  agreements  or  any  other  easements  (each,  an
 "Easement"); any  other  restrictions on  or  agreements pertaining  to  the
 Premises, as disclosed in Exhibit B-1:  any mortgage, deed of trust or  deed
 to secure  debt (each,  a "Mortgage")  and to  any renewals,  modifications,
 increases, extensions, replacements, and substitutions of any thereof now or
 hereafter affecting the Premises. This provision shall be self-operative and
 no further instrument of subordination shall be required; provided,  however
 that Tenant  agrees  to execute  and  deliver, upon  request,  such  further
 instrument(s) in recordable  form confirming  this subordination  as may  be
 requested by Landlord, or the holder of any Mortgage or the lessor under any
 Superior Lease.  Notwithstanding anything  to the contrary contained herein,
 at the  option of  the holder  of any  Mortgage, this  Lease shall  be  made
 superior to such  Mortgage by the  insertion therein of  a declaration  that
 this Lease is superior.

 Section 5.02 Entry by Landlord.

 (A) Landlord and Landlord's agents and representatives shall have the  right
 to enter  the Premises  at any  time in  case of  an emergency,  and at  all
 reasonable times upon advance notice to Tenant.

 (B)  Tenant shall give Landlord a key for all of the doors for the Premises,
 excluding Tenant's vaults, safes and files. Landlord shall have the right to
 use any and all means to open the doors  to the Premises in an emergency  in
 order to  obtain entry  thereto without  liability to  Tenant therefor.  Any
 entry to  the  Premises  by Landlord  by  any  of the  foregoing  means,  or
 otherwise, shall not  be consumed  or deemed to  be a  forcible or  unlawful
 entry into or a detainer of  the Premises, or an eviction, partial  eviction
 or constructive  eviction,  of  Tenant from  the  Premises  or  any  portion
 thereof, and shall not relieve Tenant of its obligations hereunder.

 Section 5.03 Minimize Interference. In  performing its covenants under  this
 Lease, Landlord shall use reasonable  efforts to minimize interference  with
 the conduct  of Tenant's  business in  connection  with the  performance  by
 Landlord of any work or the provision of any services required or  permitted
 pursuant to the terms of this Lease,  but Landlord shall not be required  to
 use overtime or premium pay labor.
<PAGE>
 Section 5.04 Landlord's Right to Cure.  All agreements and provisions to  be
 performed by  Tenant under  any of  the  terms of  this  Lease shall  be  at
 Tenant's sole cost and  expense and without any  abatement of Base Rent  and
 Additional Rent. If Tenant shall fail to perform  any act or to pay any  sum
 of money (other  than Base  Rent) required  to be  performed or  paid by  it
 hereunder, or shall fail to cure any default and such failure shall continue
 for ten (10) days after written  notice thereof by Landlord to Tenant,  then
 Landlord may, at its  option, and without waiving  or releasing Tenant  from
 any of its obligations hereunder, make  such payment or perform such act  on
 behalf of Tenant. All sums paid and all costs incurred by Landlord in taking
 such action shall be deemed Additional Rent and shall be paid to Landlord on
 demand.

                                  Article 6.

                Eminent Domain, Casualty, Hazardous Materials

 Section 6.01 Eminent Domain.

 (A) If during the Term  all of the Premises  shall be taken (or  temporarily
 taken for a period of one (1) year or more) by a public authority under  any
 statute or by  right of eminent  domain, or purchased  under threat of  such
 taking, this Lease shall  automatically terminate on the  date on which  the
 condemning authority  takes  possession  of  the  Premises  ("Date  of  Such
 Taking").

 (B) If, during the Term, part of the Premises is so taken or purchased,  and
 if, in  the  reasonable  opinion  of  Landlord,  substantial  alteration  or
 reconstruction of  the  Premises  is necessary  or  desirable  as  a  result
 thereof, whether or not the Premises are or may be affected, Landlord  shall
 have the right to terminate this Lease by giving Tenant at least thirty (30)
 days' written notice  of such termination,  and thereupon  this Lease  shall
 terminate on the date set forth in such notice.

 (C)  Tenant shall  immediately surrender to  Landlord the  Premises and  all
 interests therein under  this Lease on  any such date  of termination  under
 this Section 6.01. Landlord may re-enter and take possession of the Premises
 and remove  Tenant  there  from  if  necessary,  and,  in  the  event  of  a
 termination under this Section 6.01, the Base Rent and Additional Rent shall
 abate on the later of the  date of termination or  the Date of Such  Taking.
 After such termination, and  on notice from Landlord  stating the Base  Rent
 and Additional Rent  then owing, Tenant  shall forthwith  pay Landlord  such
 amounts.

 (D) If a portion of the Premises is  so taken, and no rights of  termination
 herein conferred are timely exercised, the  Term of this Lease shall  expire
 with respect to the  portion so taken on  the Date of  Such Taking.  In such
 event, the Base  Rent and Additional  Rent with respect  to such portion  so
 taken shall abate on such date or on such later date as Tenant shall deliver
 possession thereof, and the Base Rent and Additional Rent thereafter payable
 with respect to the remainder of the Premises shall be adjusted pro rate  by
 Landlord in order  to account for  the reduction in  the number of  rentable
 square feet  in  the  Premises.  Landlord  shall  restore  and  redemise the
 Premises to the extent required to exclude from the Premises that portion so
 taken; provided,  that Landlord's  obligation to  restore and  redemise  the
 remainder of  the  Premises shall  be  limited  to the  funds  available  to
<PAGE>
 Landlord from the  condemnation award or  other consideration  paid for  the
 affected portion  of  the  Premises.  Landlord  shall  not  be  obligated to
 replace, repair or restore any improvements  or alterations to the  Premises
 made by or on behalf of Tenant, nor shall Landlord be obligated to  replace,
 repair  or  restore  Tenant's  leasehold  improvements,  personal  property,
 furniture, fixtures, equipment or the like.

 (E) Upon any such taking or purchase.  Landlord shall be entitled to receive
 and retain the entire  award or consideration for  the affected  portion  of
 the Premises,  and  Tenant shall  not  have  or advance  any  claim  against
 Landlord for  the value  of its  property  or its  leasehold estate  or  the
 unexpired Term  of the  Lease, or  for costs  of removal  or relocation,  or
 business interruption  expense or  any other  damages  arising out  of  such
 taking or purchase.  Nothing  herein shall give Landlord  any interest in or
 preclude Tenant from  seeking and recovering  for its own  account from  the
 condemning authority any award or compensation attributable to the taking or
 purchase of Tenants improvements, channels or trade fixtures, or the removal
 or relocation  of its  business  and effects,  or  the interruption  of  its
 business; provided that any such award or compensation shall nor reduce  the
 award otherwise payable to Landlord.  If any such award made or compensation
 paid to either party specifically includes an award or amount for the other,
 the party first receiving  the same shall promptly  account therefor to  the
 other.

 (F) If all or any portion  of the Premises shall  be condemned or taken  for
 governmental occupancy for a period of less than one year, this Lease  shall
 continue in full force and effect and  Tenant shall continue to pay in  full
 all Base Rent and Additional Rent and other charges herein reserved, without
 reduction or abatement, and Tenant shall be entitled to receive, for itself,
 so much  of any  award or  payment made  for such  use as  is equal  to  the
 payments that are actually made by Tenant to Landlord during such  temporary
 taking, and Landlord shall receive the balance thereof.

 Section 6.02 Damage by Fire or Other Casualty.

 (A) If the Premises  shall be damaged  by fire or  other casualty, then  the
 damage shall be repaired, except as otherwise provided in this Section 6.02,
 by and  at  the expense  of  Tenant with  reasonable  promptness;  provided,
 however, that Tenant's obligation to restore  shall at all times be  subject
 to obtaining  all  necessary  approvals  from  all  applicable  governmental
 entities, the Landlord and the holder of any Mortgage and the willingness of
 such holder to make the proceeds of casualty insurance policies available to
 Tenant for such purposes.  The Base  Rent and the other charges due Landlord
 hereunder shall be equitably abated in the proportion which the part of  the
 Premises which is not  usable by Tenant bears  to the entire Premises  until
 the repairs required to be made by Tenant hereunder shall be made.

 (B) If the Premises are totally  damaged or rendered wholly untenantable  by
 fire or other casualty, or if Tenant's architect certifies that the Premises
 cannot be repaired within twelve (12)  months after the casualty, or if  all
 or any portion of the proceeds of  any insurance policy are retained by  the
 holder of any  Mortgage, then Tenant  may, within one  hundred eighty  (180)
 days after such fire or other casualty, give Landlord notice of  termination
 of this Lease, and thereupon the Term shall expire ten (10) days after  such
 notice is given, and Tenant shall vacate the Premises and surrender same  to
 Landlord.
<PAGE>
 (C) If the  repair and  restoration of  the Premises  are not  substantially
 completed within twelve (12)  months after the date  of the casualty,  other
 than on account of  delays by Tenant, but  subject to delays resulting  from
 causes beyond  the reasonable  control of  Tenant and  unless the  Lease  is
 terminated in accordance with this Section 6.02, any abatement in Base  Rent
 and Additional Rent  shall cease  and Tenant's  obligation to  pay the  same
 shall recommence.

 (D) Tenant shall  give immediate written  notice to Landlord  of any  damage
 caused to the Premises by fire or other casualty.

 Section 6.03 Subrogation. Norwithstanding anything to the contrary contained
 herein,  Landlord  and  Tenant  hereby  mutually  waive  and  release  their
 respective rights of recovery against one another and their officers, agents
 and employees  for  any  damage to  real  or  personal  property,  including
 resulting loss of use, interruption of business and other expenses occurring
 as a  result of  the use  or occupancy  of  the Premises  to the  extent  of
 insurance coverage  which would  be included  in a  standard "all  risk"  or
 special form policy of  property insurance.  Landlord  and Tenant agree that
 all policies of  insurance obtained by  them pursuant to  the terms of  this
 Lease shall contain provisions or endorsements thereto waiving the insurer's
 rights of subrogation with respect to claims against the other, and,  unless
 the policies permit  waiver of subrogation  without notice  to the  insurer,
 each shall notify its insurance companies of the existence of the waiver and
 indemnity provisions set forth in this Lease.

 Section 6.04 Hazardous Materials.

 (A)  During  the  term  of  this   Lease,  Tenant  shall  comply  with   all
 Environmental Laws and  Environmental Permits  (both as  defined in  Section
 6.04(F) hereof) applicable  to the operation  or use of  the Premises,  will
 cause all other persons occupying or  using the Premises to comply with  all
 such  Environmental  Laws  (as  defined  in  Section  6.04(F)  hereof)   and
 Environmental Permits, will immediately  pay or cause to  be paid all  costs
 and expenses incurred  by reason  of such  compliance, and  will obtain  and
 renew all  Environmental  Permits  required for  operation  or  use  of  the
 Premises.

 (B) Tenant shall not generate, use, treat, store, handle, release or dispose
 of, or permit the generation, use, treatment, storage, handling, release  or
 disposal of Hazardous Materials  (as defined in  Section 6.04(F) hereof)  on
 the Premises,  or  transport  or  permit  the  transportation  of  hazardous
 Materials to or from the Premises  except in compliance with all  applicable
 Environmental Laws and Environmental Permits.

 (C)  Tenant shall bear all risk and all costs related to complying with  all
 Environmental Laws and Environmental Permits.

 (D) Tenant will not  change or permit to  be changed the  present use of the
 Premises unless Tenant shall have notified  Landlord thereof in writing  and
 Landlord Shall have determined,  in its sole  and absolute discretion,  that
 such change will not  result in the presence  of Hazardous Materials on  the
 Premises except for those described in Subsection (B) above.
<PAGE>
 (E) (1) Tenant agrees to defend, indemnify and hold harmless the Indemnitees
 from and against all obligations  (including removal and remedial  actions),
 losses, claims, suits, judgments, liabilities, penalties, damages (including
 consequential  and  punitive   damages),  costs   and  expenses   (Including
 attorneys' and  consultants'  fees  and expenses)  of  any  kind  or  nature
 whatsoever that  may at  any time  be incurred  by, imposed  on or  asserted
 against such  Indemnitees directly  or indirectly  based on,  or arising  or
 resulting from (a) the actual or alleged presence of Hazardous Materials  on
 the  Premises  which  is  caused  or   permitted  by  Tenant  and  (b)   any
 Environmental Claim relaxing in any way to Tenant's operation or use of  the
 Premises (the "Hazardous Materials Indemnified Matters").  The provisions of
 this Section 6.04(E) shall survive the  expiration or sooner termination  of
 this Lease.

      (2)  To the extent that the undertaking in the preceding paragraph  may
 be unenforceable because it is violative of any law or public policy, Tenant
 will contribute the maximum portion that it is permitted to pay and  satisfy
 under applicable  law  to the  payment  and satisfaction  of  all  Hazardous
 Materials Indemnified Matters incurred by Indemnitees.

      (3)  All sums paid and costs  incurred by Landlord  with respect to any
 Hazardous Materials Indemnified Matter shall bear interest at the lesser  of
 (i) ten percent (10%) per annum, or (ii) the maximum legal rate of  interest
 allowed by the state  in which the  Premises are located,  from the date  so
 paid or incurred until reimbursed by  Tenant, and shall such sums and  costs
 shall be immediately due and payable on demand.

 (F) (1) "Hazardous  Materials" means  (a) petroleum  or petroleum  products,
 natural or  synthetic gas,  asbestos in  any form  that is  or could  become
 friable,  urea  formaldehyde  foam  insulation,  and  radon  gas;  (b)   any
 substances defined as or included in the definition of hazardous substances,
 "hazardous wastes"  "hazardous  materials,"  "extremely  hazardous  wastes,"
 "restricted  hazardous  wastes,"  "toxic  substances,"  "toxic  pollutants,"
 "contaminants" at  "pollutants,"  or  words of  similar  import,  under  any
 applicable Environmental Law; and (c) any other substance exposure which  is
 regulated by any  governmental authority (2)  "Environmental Law" means  any
 federal, state or  local statute,  law, ru1e,  regulation, ordinance,  code,
 policy or rule of common law now or hereafter in effect and in each case  as
 amended,  and  any  judicial   or  administrative  interpretation   thereof,
 including any judicial or administrative order, consent decree or  judgment,
 relating  to  the  environment,  health,  safety  or  Hazardous   Materials,
 including without limitation on,  the Comprehensive Environmental  Response,
 Compensation, and  Liability  Act of  1980,  42  U.S.C. 6901  et  seq.;  the
 Resource Conservation and  Recovery Act, 42  U.S. C. [S]  6901 et seq.;  the
 Hazardous Materials Transportation  Act, 49  U.S.C. [S]  1801   et seq;  the
 Clean Water Act,  33 U.s.c. [S]1251  et seq.; the  Toxic Substances  Control
 Act, 15 U.S.C. [S][S]  2601 et seq.; the  Clean Air Act,  42 U.S.C. 7401  et
 seq.; the Safe Drinking Water Act, 42  USC. [S][S] 300f et seq.; the  Atomic
 Energy Act, 42 U.S.C. [S] 2011  et seq.; the Federal Insecticide,  Fungicide
 and Rodenticide  Act, 7  U.S.C. 136  et seq.;  the Occupational  Safety  and
 Health Act, 29 U.S.C. [S][S] 651  et seq.; (3) "Environmental Claims"  means
 any and all administrative, regulatory or judicial actions, suits,  demands,
 demand letters,  claims,  liens,  notices of  non-compliance  or  violation,
 investigations, proceedings, consent orders  or consent agreements  relating
 in any way to any Environmental  Law or any Environmental Permit,  including
 without limitation (a) any and all  Environmental Claims by governmental  or
 regulatory authorities for enforcement, cleanup, removal, response, remedial
<PAGE>
 or other actions or damages pursuant to any applicable Environmental Law and
 (b) any and  all Environmental Claims  by any third  party seeking  damages,
 contribution, indemnification,  cost  recovery, compensation  or  injunctive
 relief resulting from Hazardous Materials or arising from alleged injury  or
 threat of injury to  health, safety or  the environment: (4)  "Environmental
 Permits" means all permits, approvals, identification numbers, licenses  and
 other authorizations required under any applicable Environmental Law.

           (2) "Release"  means disposing, discharging, injecting,  spilling,
 Leaking, leaching, dumping, emitting,  escaping, emptying, seeping,  placing
 and the like, into or upon any land  or water or air, or otherwise  entering
 into the environment."


                                  ARTICLE 7.

                       Even of Default, Remedies


 (A) In addition to any other  event specified in this  Lease as an event  of
 default, the occurrence of  any one or more  of the following events  during
 the Term  (each,  individually,  an "Event  of  Default"  and  collectively,
 "Events of Default") shall constitute a  breach of this Lease by Tenant  and
 Landlord may exercise the rights set forth in Section 7.02 of this Lease  or
 as otherwise provided at law or in equity:

           (1)  Tenant shall fail to pay any  Base Rent.  Additional Rent, or
 any other sums payable by Tenant under this Lease (or cure any other default
 which is curable by  the payment of  money) within five  (5) days after  the
 date when the same shall become due and payable; or (2) Tenant shall default
 in the  performance  of or  compliance  with  any of  the  other  covenants,
 agreements, terms or  conditions of  this Lease  to be  performed by  Tenant
 (other than any default curable by  the payment of money), and such  default
 shall continue for a period of thirty (30) days after written notice thereof
 from Landlord to Tenant, or, in the case of a default which cannot with  due
 diligence be cured within  thirty (30) days, Tenant  fails to commence  such
 cure promptly within such fifteen (15) day period and thereafter  diligently
 prosecute such  cure to  completion; or  (3) Tenant  shall become  insolvent
 within the meaning  of the United  States Bankruptcy Code,  as amended  from
 time to time  (the "Codes), or  shall have ceased  to pay its  debts in  the
 ordinary course of business,  or shall be  unable to pay  its debts as  they
 become due,  or Tenant  shall  notify Landlord  it  anticipates any  of  the
 foregoing conditions; Tenant shall file, take any action to file, or  notify
 Landlord that Tenant intends  to file, a petition,  or proceeding under  any
 section or chapter of the Code, or under  any similar law or statute of  the
 United States  or  any state  thereof  relating to  bankruptcy,  insolvency,
 reorganization, winding up  or composition  or adjustment  of debts;  Tenant
 shall be adjudicated as a  bankrupt or insolvent or  consent to, or file  an
 answer admitting or tailing reasonably  to contest the material  allegations
 of, a  petition filed  against it  in any  such case  or proceeding  in  the
 preceding clause; or seek to or  consent to or acquiesce in the  appointment
 of any receiver,  trustee, liquidator or  other custodian of  Tenant or  any
 material part of  its or  their properties, whether  or not  the same  shall
 relate to their  interests in  this Lease; or  Tenant shall  make a  general
 assignment for the benefit  of creditors; or take  any other action for  the
 purpose of effecting any of the foregoing or (4)if, within thirty (30)  days
 after the filing of an involuntary petition in bankruptcy against Tenant  or
 the commencement  of  any case  or  proceeding against  Tenant  seeking  any
<PAGE>
 reorganization,   composition,   arrangement,   liquidation,    dissolution,
 readjustment or similar relief under any law, such proceeding shall not have
 been dismissed;  or if,  within thirty  (30)  days after  the   appointment,
 without consent  or acquiescence  of Tenant,  of  any trustee,  receiver  or
 liquidator of Tenant, or of all or any substantial part of the properties of
 Tenant, or of all or  any part of the  Premises, such appointment shall  not
 have been vacated  or stayed on  appeal or otherwise;  or if, within  thirty
 (30) days after the expiration of any such stay, such appointment shall  not
 have been  vacated; or  if, within  thirty  (30) days  after the  taking  of
 possession  without  the   consent  or  acquiescence   of  Tenant,  by   any
 governmental office  or  agency  pursuant to  statutory  authority  for  the
 dissolution or   liquidation  of Tenant,  such taking  shall not  have  been
 vacated or  stayed on  appeal or  otherwise; or  (5) the  Premises shall  be
 effectively abandoned by Tenant, as shown by failure to occupy the Premises,
 for a period of ten (10) days; or (6) any execution or attachment is  issued
 against Tenant or any of its property whereupon the Premises shall be  taken
 or occupied or attached, or attempted to be taken or occupied or attached by
 someone other  than  Tenant;  or (7)  a  tax  lien or  a  mechanic's  and/or
 materialmen's lien is filed against any  property of Tenant, or Tenant  does
 or permits to be done  anything which creates a  lien upon the Premises  and
 such lien is not  discharged by Tenant  within ten (10)  days of the  filing
 thereof: or (8) Tenant shall default beyond any applicable notice and  grace
 period under  any other  lease or  sublease with  Landlord, with  Landlord's
 agent or  with any  entity which  controls, is  controlled by,  or is  under
 common control with Landlord.


 (B) If an Event of Default occurs more than two (2) times within any  period
 of six (6)  months, then, notwithstanding  that each such  Event of  Default
 shall have been cured, any further default shall be deemed to be deliberate,
 and Landlord  may exercise  the remedies  provided herein  or at  law or  in
 equity upon giving such  notice as is provided  for in this  Lease or as  is
 required by law  and without affording  Tenant an opportunity  to cure  such
 default.

 Section 7.02 Remedies Upon Default.

 (A) Upon the  occurrence of any  Event of Default,  Landlord shall have  the
 option to pursue any one or more of the following remedies without notice or
 demand whatsoever,  in addition  to, or  in lieu  of, any  and all  remedies
 available to Landlord under the laws of the state in which the Premises  are
 located:

           (1)  Landlord may give Tenant written  notice of  its election  to
 terminate this Lease,  effective on  the date  specified therein,  whereupon
 Tenant's right to  possession of the  Premises shall cease  and this  Lease,
 except as to  Tenant's liability  determined in  accordance with  subsection
 7.02(C) below, shall be terminated.

           (2)  Landlord and  its agents  may immediately  re-enter and  take
 possession  of  the  Premises,  or  any  part  thereof,  either  by  summary
 proceedings, or by any other applicable action or proceeding, or by force or
 otherwise (without  being  liable  for indictment,  prosecution  or  damages
 therefor) and  may repossess  same as  Landlord's  former estate  and  expel
 Tenant and those claiming through or under Tenant, and remove the effects of
 both or either, without being deemed  guilty in any manner of trespass,  and
 without prejudice to any remedies for arrears of rent or Tenant's breach  of
 covenants or conditions.
<PAGE>
           (3)  Should Landlord elect to re-enter as provided hereinabove  or
 should Landlord take possession pursuant to legal proceedings or pursuant to
 any notice provided by law, Landlord  shall take reasonable measures to  the
 extent required by  law and  without terminating  this Lease,  to relet  the
 Premises or any part thereof.  Any  such reletting shall be in Landlord's or
 Tenant's name, but for the account  of Tenant (subject to the provisions  of
 subsection 7.02(B)), for such  term or terms (which  may be greater or  less
 than the period which  would otherwise have constituted  the balance of  the
 Term) and on  such terms and  conditions (which may  include concessions  of
 free rent  and  alteration,  repair and  improvement  of  the  Premises)  as
 Landlord reasonably determines  to be  necessary to  maximize the  effective
 rent on reletting and  Landlord may collect and  receive the rents  therefor
 without relieving  Tenant of  any liability  under this  Lease or  otherwise
 affecting any  such liability.  Landlord shall  in no  event be  1iable  for
 refusal or failure to  relet the Premises  or any part  thereof, or, in  the
 event of any such reletting, for refusal or failure to collect any rent  due
 upon such reletting, and no such refusal or failure shall operate to relieve
 Tenant of any  liability under this  Lease or otherwise  to affect any  such
 liability. No such re-entry or taking 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 intention be given to Tenant. No notice from
 Landlord hereunder or under a forcible entry and detainer statute or similar
 law shall constitute an election by Landlord to terminate this Lease  unless
 such notice specifically  so states.  Landlord  reserves the right following
 any such re-entry and/or reletting to  exercise its right to terminate  this
 Lease by giving  Tenant written notice  thereof, in which  event this  Lease
 will terminate as specified in said notice.

 (B) Tenant hereby waives the service of any notice of intention to  re-enter
 or to  institute  legal proceedings  to  that  end which  may  otherwise  be
 required to be given  wider any present  or future law.  Tenant, on its  own
 behalf and  on behalf  of  all persons  claiming  through or  under  Tenant,
 including all creditors, does further hereby waive any and all rights  which
 Tenant and all such persons might otherwise have under any present or future
 law to redeem the Premises, or to re-enter or repossess the Premises, or  to
 restore the  operation of  this  Lease, after  (i)  Tenant shall  have  been
 dispossessed by a judgment or by warrant of any court or judge, or (ii)  any
 re-entry by Landlord, or (iii) any  expiration or termination of this  Lease
 and the Term, whether such  dispossess, re-entry, expiration or  termination
 shall be by operation of  law or pursuant to  the provisions of this  Lease.
 The words  "re-enter", "re-entry"  and "re-entered"  as used  in this  Lease
 shall not be deemed to be  restricted to their technical legal meanings.  In
 the event  of  a breach  or  threatened breach  by  Tenant, or  any  persons
 claiming through or under Tenant, of any term, covenant or condition of this
 Lease on Tenant's part to be observed or performed, Landlord shall have  the
 right to enjoin such breach and the right to invoke any other remedy allowed
 by law or in  equity as if re-entry,  summary proceedings and other  special
 remedies were  not provided  in this  Lease for  such breach.  The right  to
 invoke the  remedies hereinbefore  set forth  are cumulative  and shall  not
 preclude Landlord from invoking any other remedy allowed at law or in equity

 (C) (1)  In  the event  this  Lease is  terminated  in accordance  with  the
 provisions of Section 7.02(A)(l), Tenant shall remain liable to Landlord for
 damages in an amount equal to the  Base Rent, Additional Rent and any  other
 sums due hereunder as of the date of termination of this Lease plus the Base
 Rent, Additional Rent,  the unamortized cost  of any work  performed in  the
 Premises by Landlord in preparing the Premises for occupancy by Tenant  (the
 "Unamortized Costs") and other  sums which would have  been owing by  Tenant
<PAGE>
 hereunder for the balance  of the Term  (collectively, the "Aggregate  Gross
 Rent") had this Lease  not been terminated, less  the net proceeds, if  any,
 received as a result of any Reletting of the Premises by Landlord subsequent
 to such termination, after deducting  all of Landlord's expenses  including,
 without limitation,  all repossession  costs, brokerage  commissions,  legal
 expenses, attorneys'  fees, expenses  of  employees, alteration  and  repair
 costs and  expenses of  preparation for  such reletting  (collectively,  the
 "Reletting Costs").  Landlord  shall be entitled  to collect the Unamortized
 Costs immediately upon termination of this Lease, and all other damages from
 Tenant monthly on the days  on which the rent  and other charges would  have
 been payable hereunder if this Lease had not been terminated. Alternatively,
 at the  option  of Landlord,  in  the event  this  Lease is  so  terminated,
 Landlord  shall  be  entitled  to  recover  forthwith  against  Tenant,   as
 liquidated damages and  not as a  penalty, the then  Value of the  Aggregate
 Gross Rent  and Reletting  Costs less  the   aggregate rental  value of  the
 Premises for what  otherwise would have  been the unexpired  balance of  the
 Term.  In the event  Landlord shall relet the  Premises for the period which
 otherwise would have constituted the unexpired  portion of the Term (or  any
 part thereof),  the amount  of rent  and other  sums payable  by the  Tenant
 thereunder shall  be deemed  prima facie  to  be the  rental value  for  the
 Premises (or the portion thereof so relet) for the term of such reletting.

      (2)   In the  event Landlord does  not elect to  terminate this  Lease,
 but takes possession as provided in subsection 7.02(A)(2).  Tenant shall pay
 to Landlord the Base Rent and Additional Rent as herein provided which would
 be payable hereunder  if such repossession  had not occurred,  less the  net
 proceeds received by Landlord, if any,  of any reletting of the Premises  by
 Landlord after  deducting the  Reletting Costs  to the  extent not  paid  to
 Landlord  pursuant  to  the  following   sentence.  Tenant  shall  pay   the
 Unamortized Costs,  Base  Rent and  any  Additional Rent  due  to  Landlord,
 monthly, on the days on which Base Rent would have been payable hereunder if
 possession had not been retaken.

 (D)   (1) This Lease shall continue in  effect for so long as Landlord  does
 not terminate Tenant's right to possession, and Landlord may enforce all its
 rights and remedies  under this Lease,  including the right  to recover  the
 Base Rent and Additional Rent, as the same become due under this Lease. Acts
 of maintenance  or preservation  or efforts  to relet  the Premises  or  the
 appointment of  a  receiver  upon the  initiative  of  Landlord  to  protect
 Landlord's interest under this Lease shall  not constitute a termination  of
 Tenant's rights  to  possession  unless  Landlord  shall  have  specifically
 elected to terminate this  Lease as provided in subsection 7.02(A).

       (2)  No payments of money  by Tenant to landlord after the  expiration
 or other  termination  of this  Lease  after the  giving  of any  notice  by
 Landlord to Tenant shall reinstate or  extend the Term, or make  ineffective
 any notice given to  Tenant prior to  the payment of  such money.  After the
 service of notice  or the commencement  of a suit,  or after final  judgment
 granting Landlord  possession  at the  Premises,  Landlord may  receive  and
 collect any sums  due under this  Lease, and the  payment thereof shall  not
 make ineffective any notice, or in any manner affect any pending suit or any
 judgment theretofore obtained.

<PAGE>

                                  ARTICLE 8.

                           Miscellaneous Provisions

  Section 8.01 Notices.

 (A)  Any and all  notices herein required or  which either party herein  may
 desire to give to the other (each, a "Notice") pursuant hereto shall be made
 in writing  and shall  be given  by certified  or registered  mail,  postage
 prepaid, return receipt requested, or by recognized overnight courier,  such
 as Federal Express,  and shall  be deemed  to be  given on  the third  (3rd)
 business day following the date of posting in a United States Post Office or
 branch post office or one day  after delivery to the overnight courier,  and
 shall be delivered to Tenant's Notice Address or Landlord's Notice  Address,
 as appropriate. The parties agree that copies of all Notices to be delivered
 to Landlord and Tenant  hereunder shall be  simultaneously delivered to  the
 specified addresses for copies as set  forth in Section 1.01(D) and  Section
 1.01(J), respectively,  if any.  Either party  may, by  notice as  aforesaid
 actually  received,  designate   a  different  address   or  addresses   for
 communications intended for  it.  Anything contained  herein to the contrary
 notwithstanding, any bills or invoices for Base Rent, Additional Rent or any
 other sums due hereunder, or any Landlord's Operating Statement may be given
 by hand or by mail (which  need not be registered  or certified) and, if  so
 given, shall be deemed given on the date of delivery or refusal, if by hand,
 or on the third business day following the date of posting if mailed.

 (B) Notices given hereunder by  any party may be  given by counsel for  such
 party.  The foregoing notice provisions shall in no way prohibit notice from
 being given as  provided in the  rules of civil  procedure of  the state  in
 which the Premises is located, as the same may be amended from time to  time
 and any notice so given shall constitute notice herein.

 Session 8.02 Entire Agreement

 (A) Tenant  acknowledges  and  agrees  that  it  has  not  relied  upon  any
 statements, representations, agreements or warranties except those expressed
 in this Lease,  and that  this Lease contains  the entire  agreement of  the
 parties.  No amendment  or modification  of this  Lease shall  be binding or
 valid unless expressed in writing and executed and delivered by Landlord and
 Tenant in the same manner as the execution of this Lease.

 (B) The submission  of this  document for  examination and  review does  not
 constitute an option,  an offer  to lease space,  or an  agreement to  lease
 space.  This document  shall have  no binding  effect on  the parties hereto
 unless and until executed and delivered by both Landlord and Tenant and will
 be effective only upon Landlord's execution and delivery of same.

 Section 8.03 Severability.  If any term  or provision of  this Lease or  the
 application thereof to any person or circumstances shall, to any extent,  be
 illegal, invalid  or unenforceable,  the remainder  of  this Lease,  or  the
 app1ication of such term or provision to persons or circumstances other than
 those to which it  is held invalid or  unenforceable, shall not be  affected
 thereby, and all other terms and provisions of this Lease shall be valid and
 enforced to the fullest extent permitted by law.
<PAGE>
 Section 8.04   No  Setoff.  This  Lease  shall be  construed as  though  the
 covenants herein between  Landlord and  Tenant are  independent, and  Tenant
 shall not be entitled to any setoff, offset, abatement or deduction of  rent
 or other amounts  due Landlord hereunder  if Landlord fails  to perform  its
 obligations hereunder  provided,  however, the  foregoing  shall in  no  way
 impair the right of  Tenant to commence a  separate action against  Landlord
 for any violation by  Landlord of the provisions  hereof or to which  Tenant
 has not waived any claim pursuant to the provisions of this Lease so long as
 notice is first given to Landlord and any holder of a Mortgage and/or lessor
 under a Superior Lease and reasonable opportunity is granted to Landlord and
 such holder  under lessor  to  correct such  violation.  In no  event  shall
 Landlord or any holder of a Mortgage and/or lessor under a Superior Lease be
 responsible for  any consequential  damages  incised by  Tenant,  including,
 without limitation, lost profits or interruption of business, as a result of
 any default by Landlord.

 Section 8.05 Relationship of Parties.  Nothing contained in this Lease shall
 create any  relationship  between the  parties  hereto other  than  that  of
 Landlord and Tenant, and it is  acknowledged and agreed that Landlord  shall
 not be deemed to be a partner of Tenant  in the conduct of its business,  or
 a joint venturer or a member of a joint or common enterprise with Tenant.

 Section 8.06  Successors Bound.  Except as  otherwise specifically  provided
 herein, the terms, covenants  and conditions contained  in this Lease  shall
 bind  and  inure  to  the  benefit  of  the  respective  heirs,  successors,
 executors, administrators and assigns of each of the parties hereto.

 Section  8.07  Interpretation.

 (A) Whenever in this Lease  any words of obligation  of duty are used,  such
 words or expressions shall have the same force and effect as though made  in
 the form of a covenant.

 (B) Words of any gender used  in this Lease shall  be deemed to include  any
 other gender,  and words  in the  singular shall  be deemed  to include  the
 p1ural, when the context requires.

 (C) All pronouns and any variances thereat  shall be deemed to refer to  the
 neuter, masculine, feminine, singular or plural when the context requires.

 (D) No remedy  or election  given pursuant to  any provision  in this  Lease
 shall be  deemed exclusive  unless so  indicated, but  each shall,  wherever
 possible, be  cumulative with  all other  remedies at  law or  in equity  as
 otherwise specifically provided herein.

 (E) If and  to the  extent that,  any of  the provisions  of any  amendment,
 modification or rider to this Lease  conflict or are otherwise  inconsistent
 with any of  the preceding  provisions of this  Lease, whether  or not  such
 inconsistency is expressly noted in  such amendment, modification or  rider,
 the provisions of such amendment, modification or rider shall prevail.

 (F) The parties mutually agree that  the headings and captions contained  in
 this Lease are inserted for convenience of reference only, and are not to be
 deemed part of or to be used in construing this Lease.

 (G) This Lease shall be construed in  accordance with the laws of the  State
 of Texas.
<PAGE>
 (H)  Except  as  expressly  concerned  herein,  (i)  neither  Landlord   nor
 Landlord's agent or attorneys have made any representations, warranties,  or
 promises with  respect  to the  Premises  or  this Lease;  (ii)  Tenant  has
 inspected the Premises and agrees to  take same in their "as-is"  condition;
 and (iii) Landlord shall have no   obligation to do any  work in and to  the
 Premises in order to prepare the Premises for occupancy and use by Tenant.

 Section 8.08 Limitation Of  Landlord Liability.  Notwithstanding anything to
 the contrary provided in  this Lease, neither Landlord,  nor any general  or
 limited partner  in or  of Landlord,  whether direct  or indirect,  nor  any
 direct  or  indirect  partners  in  such  partners,  nor  any  disclosed  or
 undisclosed  officers,  shareholders,   principals,  directors,   employees,
 partners, servants or agents of Landlord, nor any of the foregoing, nor  any
 investment adviser or other holder of any equity interest in Landlord, their
 successors, assigns, agents, or any   mortgage in possession shall have  any
 personal liability with  respect to  any provisions  of this  Lease and,  if
 Landlord is  in  breach or    default with  respect  to its  obligations  or
 otherwise, Tenant shall look solely to  Landlord's interest in the  Premises
 for the satisfaction of Tenant's remedies.

 Section 8.09  Short Form  Lease.  Tenant  shall not  record this  Lease or a
 memorandum hereof without the prior written consent Of Landlord. If Landlord
 should consent to recording a memorandum of this Lease, Landlord and  Tenant
 agree to execute  and acknowledge  a short  form lease  in recordable  form,
 indicating the names and addresses of Landlord and Tenant, a description  of
 the Premises, the Term,  the Commencement and  Expiration Date, options  for
 renewal, if any, and the  Option but omitting rent  and other terms of  this
 Lease if such a  memorandum of this Lease  is recorded.  Landlord and Tenant
 agree to execute and acknowledge a  termination of lease in recordable  form
 before or upon the Expiration Date  or sooner termination of the Term.  This
 termination of lease shall  be recorded after the  Expiation Date or  sooner
 termination of the Term.

 Section 8.10 Assignment of Rents, Leases.

 (A)  Tenant  agrees that Landlord may assign the  rents and its interest  in
 this Lease to the holder of any Mortgage.

 (B)  Tenant further agrees that, in the event of such an assignment   Tenant
 shall give the holder of such Mortgage a copy of any request for performance
 by Landlord or any notice of default by Landlord and, in the event  Landlord
 fails to cure any such default,  Tenant shall give such holder a  reasonable
 period, commencing  on  the last  day  on  which Landlord  could  cure  such
 default, in which to cure same.

  Section 8.11 Estoppel Certificate.

 (A) At any  time and from  time to time  upon written  request by  Landlord,
 Tenant hereby  agrees to  deliver  within ten  (10)  days after  request,  a
 certificate ("Estoppel  Certificate")  to  Landlord or  to  any  present  or
 proposed (a) mortgagee, (b) lessor under a Superior Lease, or (c)  purchaser
 designated by Landlord, in  the form supplied,  certifying: (1) that  Tenant
 has accepted the Premises (or,  if Tenant has not  done so, that Tenant  has
 not accepted the Premises,  and specifying the  reasons therefor): (2)  that
 this Lease is  in full force  and effect and  has not been  modified (or  if
 modified, serving forth all modifications), or, if this Lease is not in full
 force and effect, the certificate shall so specify the reasons therefor  (3)
 the Commencement Date, the  Expiration Date and the  terms of any  extension
<PAGE>
 options of Tenant; (4) the date to  which the Base Rent and Additional  Rent
 have been paid under this Lease and the amount thereof then payable; (5) the
 amount of  the Security  Deposit and  prepaid rent,  if any,  being held  by
 landlord; (6)whether there are then any existing defaults by Landlord in the
 performance of its obligations under this  Lease, and if there are any  such
 defaults, specifying the nature and extent  thereof; (7) that no notice  has
 been received by Tenant of any default  under this Lease which has not  been
 cured, except as to defaults specified in the certificate; (8) the  capacity
 of the  person executing  such certificate,  and that  such person  is  duly
 authorized to  execute the  same on  behalf  of Tenant;  and (9)  any  other
 information reasonably  requested by  Landlord or  its present  or  proposed
 purchaser, holder of any Mortgage or lessor under a Superior Lease.

 (B) If Tenant shall fail or refuse  so sign a certificate in accordance with
 the provisions  of  this Section  within  ten (10)  days  following  written
 request by Landlord, Tenant irrevocably constitutes and appoints Landlord as
 its attorney in  fact to  execute and deliver  the certificate  so any  such
 third party, it being stipulated that such power of attorney is coupled with
 an interest and is irrevocable.

 Section 8.12 Mortgagee Requirements.  Tenant hereby agrees to cooperate with
 Landlord if Landlord should seek financing  for the Premises or any  portion
 thereof.  Tenant  agrees  to  comply  with  any  reasonable  requirements of
 mortgage,  including,  but  not  limited  to,  executing  a   subordination,
 adornment and non-disturbance  agreement in a  form agreeable to  mortgagee,
 executing an Estoppel Certificate and making changes to this Lease as may be
 reasonably necessary to make this lease conform to the mortgage documents.

 Section 8.13  Attorneys' Fees.  In the  event of  any action  or  proceeding
 between the parties with respect to or in any way related to this Lease, the
 losing party shall  pay all costs  and expenses incurred  by the  prevailing
 party in connection  with such  action or  proceeding, including  reasonable
 attorneys' fees.

 Section 8.14 No Waiver.  The failure of Landlord  to exercise its rights  in
 connection with any breach or violation  of any term, covenant or  condition
 herein contained shall not be deemed to  be a waiver of such term,  covenant
 or condition  or  any subsequent  breach  of the  same  or any  other  term,
 covenant or condition  herein contained.  The  subsequent acceptance of Base
 Rent and Additional Rent hereunder by Landlord  shall not be deemed to be  a
 waiver of any preceding breach by Tenant of any term, covenant or  condition
 of this Lease other than the failure of Tenant to pay the particular  amount
 of Base  Rent  or  Additional Rent  so  accepted  regardless  of  Landlord's
 knowledge of such preceding breach at the time of acceptance of such monies.

 Section 8.15 No Merger.  The voluntary or other  surrender of this Lease  by
 Tenant, or a mutual  cancellation thereof, shall not  result in a merger  of
 Landlord's and Tenant's estates and shall, at the option of Landlord, either
 terminate any or all  existing subleases or subtenancies,  or operate as  an
 assignment to Landlord of any or all of such subleases or subtenancies.
<PAGE>
 Section 8.16.  JURY TRIAL  AND COUNTERCLAIM  WAIVER.   LANDLORD  AND  TENANT
 HEREBY WAIVE TRIAL BY JURY N ANY ACTION, PROCEEDING OR COUNTERCLAIM  BROUGHT
 BY EITHER OF  THE PARTIES HERETO  AGAINST THE OTHER  OR THEIR SUCCESSORS  IN
 RESPECT OF ANY MATTER ARISING OUT OF  OR IN CONNECTION WITH THIS LEASE,  THE
 RELATIONSHIP OF  LANDLORD  AND TENANT,  TENANT'S  USE OR  OCCUPANCY  OF  THE
 PREMISES, AND/OR  ANY  CLAIM FOR  INJURY  OR  DAMAGE, OR  ANY  EMERGENCY  OR
 STATUTORY REMEDY. IN THE EVENT LANDLORD COMMENCES ANY SUMMARY PROCEEDINGS OR
 ACTION FOR NONPAYMENT  OF BASE  RENT OR  ADDITIONAL RENT,  TENANT SHALL  NOT
 INTERPOSE ANY  COUNTERCLAIM  OF  ANY  NATURE  OR  DESCRIPTION  (UNLESS  SUCH
 COUNTERCLAIM SHALL SE MANDATORY) IN ANY SUCH PROCEEDING OR ACTION BUT  SHALL
 BE RELEGATED TO AN INDEPENDENT ACTION AT LAW.

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

 LANDLORD:                          TENANT:

 PC DYNAMICS CORPORATION            PC DYNAMICS OF TEXAS, INC.

 By: /s/                            BY: /s/
    --------------------                ----------------------
 VICE PRESIDENT                     PRESIDENT



<PAGE>


                                 Exhibit A
                                 ---------

                              Legal Description


                              10501 FM 720 East.

                              Frisco,Texas 75035



<PAGE>

                                 Exhibit B-1
                                 -----------

                             Permitted Exceptions



                                  Exhibit B

                   ATTACHED BLANK PURCHASE SALE MEMORANDUM






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