THIRD AMENDMENT TO LEASE AGREEMENT
                             BETWEEN
           PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY
                               AND
                      U.S.A. RADIO NETWORK


This THIRD AMENDMENT TO LEASE AGREEMENT between PHOENIX HOME LIFE
MUTUAL INSURANCE COMPANY (hereinafter referred to as Landlord)
and U.S.A. RADIO NETWORK (hereinafter referred to as Tenant),
dated June 7, 1994, pertains to the leased premises at 2290
Springlake, Suite 107, Dallas, Texas, consisting of approximately
22,399 square feet:

                      W I T N E S S E T H:

WHEREAS, Landlord and Tenant have entered into that certain lease
agreement dated May 3, 1989, referenced herein and made a part
hereof (Exhibit "A"), hereinafter called the "lease"), covering
the premises described in the lease (hereinafter called the
"leased premises"), the terms of such lease and extension
thereof; and

WHEREAS, Landlord and Tenant wish to continue the term of the
Lease under the same terms, provisions, covenants, agreements and
conditions, except::

     (1)  Term of Lease:  The term of the lease shall be for
          seven (7) years, beginning July 1, 1994 and ending June
          30, 2001.

     (2)  Rental Rate:  The rental rate shall be as follows:

          Years 1 - 5 @ $6.75/SF or $12,599.44 per month.
          Years 6 - 7 @ $7.25/SF or $13,532.73 per month.

     (3)  Base Year:  The base year shall be 1994.

     (4)  Taxes and Insurance:  Tenant shall pay his pro rata
          share of increases in taxes and insurance over the base
          year during the term of the lease.

     (5)  Common Area Maintenance:  Tenant shall be his pro rata
          share of the common area maintenance during the term of
          the lease.

     (6)  Finish Allowance:  Landlord will provide a finish out
          allowance not to exceed $75,000 to be used for tenant
          improvements to the leased premises.  All work shall be
          approved by Landlord.

     (7)  HVAC Repairs:  Landlord shall provide $6,000 for the
          replacement of compressors to the HVAC units in the
          leased premises.  All other maintenance and repairs to
          the HVAC system are the responsibility of Tenant as
          outlined in Article 7.03 of the Lease.

     (8)  Dead Storage Space:  Landlord will allow Tenant to use
          approximately 1,000 square feet of warehouse space
          located at 2270 Springlake on a month-to-month basis.
          There will be no additional rent charged for this
          space.

     (9)  Right of First Refusal:  Landlord will grant Tenant a
          Right of First Refusal on any contiguous lease space.
          The terms and conditions of the Right of First Refusal
          are outlined in Section 15.17 of the Lease.

     (10) Real Estate Commission:  A real estate commission of 4-
          1/2% of the base rental over the term of the lease
          shall be paid to Hay & Jones.  The commission shall be
          paid one-half upon the execution of the Third Amendment
          to Lease Agreement and one-half upon lease
          commencement.

     (11) Water and Sewer:  Tenant hereby agrees to pay its pro
          rata share of the monthly water and sewer service for
          the building located at 2290 Springlake in Farmers
          Branch, Texas.



<PAGE>



NOW, THEREFORE, for valuable consideration, the receipt and
sufficiency which is hereby acknowledged, Landlord does hereby
LEASE, DEMISE, AND LET unto Tenant, and Tenant hereby takes and
accepts the leased premises, and Landlord and Tenant do hereby
agree to extend the Lease for seven years, unless sooner
terminated as provided in the Lease.

WITNESS WHEREOF, Landlord and Tenant have executed this THIRD
AMENDMENT TO LEASE AGREEMENT as of the date first above written.

TENANT:                        LANDLORD:

U.S.A. RADIO NETWORK           PHOENIX HOME LIFE MUTUAL INSURANCE
                               COMPANY

By: /s/ Marlin Maddoux         By: /s/ Mary Ann Kennedy
    ----------------------         --------------------------------
Title: /s/ President           Title: Director - Real Estate
      --------------------           ------------------------------
             6-8-94               Phoenix Home Life Mutual Ins. Co.

COOPERATING REALTOR:

HAY & JONES INC.


By: /s/

License No. 0381246

Tax I.D. No. 75-1541148



                               -2-
Third Amendment
to Lease Agreement


<PAGE>


               SECOND AMENDMENT TO LEASE AGREEMENT
                             BETWEEN
              PHOENIX MUTUAL LIFE INSURANCE COMPANY
                               AND
                      U.S.A. RADIO NETWORK


This Second Amendment to Lease Agreement between Phoenix Mutual
Life Insurance Companv (hereinafter referred to as Landlord) and
U.S.A. Radio Network (hereinafter referred to as Tenant), dated
May 3, 1989, pertains to an expansion of 2290 Springlake Road,
Suite 107.

(1)  Tenant agrees to lease an additional 4160 square feet of
     expansion space from Landlord.  The additional square
     footage is outlined on Exhibit "A" to the Second Amendment
     to the Lease Agreement attached hereto.

(2)  Tenant is leasing the additional space on an "As Is" basis
     and any improvements will be at Tenant's expense.  Any such
     improvements will be subject to Landlord's approval.

(3)  The lease term for the 4160 square feet of expansion space
     as outlined on Exhibit "A" to the Second Amendment to the
     Lease Agreement shall be for thirty-eight (38) months,
     beginning November 1, 1991 and ending December 31, 1994.

(4)  The rental rate for the 4160 square feet of expansion space
     as outlined on Exhibit "A" to the Second Amendment to the
     Lease Agreement shall be as follows:

     November, 1991 & December, 1991  @  $2.00/sq.ft or $693.33/mnth
     January, 1992 & February, 1992  @  $2.00/sq.ft. or $693.33/mnth
     March, 1992 - December, 1992  @  $4.50/sq.ft. or $1,560.00/mnth
     January, 1993 - December, 1993  @  $5.00/sq.ft. or $1,733.33/mnth
     January, 1994 - December, 1994  @  $5.50/sq.ft. or $1,906.68/mnth

(5)  A real estate commission of 4-1/2% of the gross on the
     expansion space shall be paid to Rubenstein-Hay Commercial
     Realtors, Inc.  The commission shall be paid one-half upon
     execution of the Second Amendment to Lease Agreement and one-
     half upon commencement.  The total commission due for the
     expansion is $2,792.40 (4-1/2% of $62,053.32).

All other terms and conditions of the Lease Agreement dated
May 3, 1989, remain in full force and effect.

AGREED to this 29th day of October, 1991.

TENANT:                        LANDLORD:

U.S.A. RADIO NETWORK           PHOENIX HOME LIFE MUTUAL
                               INSURANCE COMPANY, a Connecticut
                               corporation

By: /s/ Marlin Maddoux         By: /s/ Terence P. O'Day
   -------------------------      -----------------------------
Title: /s/ President           Title: Managing Director
      ----------------------          -------------------------








Second Amendment to Lease Agreement





<PAGE>





                           EXHIBIT "A"
                               TO
               SECOND AMENDMENT TO LEASE AGREEMENT
                             BETWEEN
              PHOENIX MUTUAL LIFE INSURANCE COMPANY
                               AND
                      U.S.A. RADIO NETWORK





                  [DIAGRAM OF LEASED PREMISES]









Second Amendment to Lease Agreement

<PAGE>


               FIRST AMENDMENT TO LEASE AGREEMENT
                             BETWEEN
              PHOENIX MUTUAL LIFE INSURANCE COMPANY
                               AND
                      U.S.A. RADIO NETWORK


This First Amendment to Lease Agreement dated May 3, 1989,
pertains to an expansion of 2290 Springlake Road, Suite 107.

(1)  Tenant agrees to lease an additional 3239 square feet of
     expansion space from Landlord.  The original and additional
     square footage are outlined on Exhibit A attached hereto and
     hereinafter the term demised premises shall refer to the
     18,239 square feet outlined in Exhibit A to the First
     Amendment to Lease Agreement.

(2)  Landlord agrees to provide Tenant with a Leasehold
     Improvements Allowance for the 3239 square foot expansion
     space of $7.50/sq.ft. ($24,292.50).

(3)  The expansion space of 3239 square feet is leased at the
     same per square foot rate and on the same rental schedule as
     agreed to in the above-referenced lease.  The total
     leaseable square footage is 18,239 and the new base rental
     schedule is as follows:

       Months    1 - 4     ---------------     $5,319.71/month
       Months    5 - 12    ---------------     $10,639.42/month
       Months    13 - 24   ---------------     $11,019.40/month
       Months    25 - 36   ---------------     $11,399.38/month
       Months    37 - 48   ---------------     $11,779.35/month
       Months    49 - 60   ---------------     $12,159.33/month
(4)  Notwithstanding anything to the contrary, Tenant shall
     commence paying rent in accordance with the rental schedule
     outlined in paragraph (3) above on January 1, 1990.  It is
     agreed and understood that this commencement date shall be
     in effect whether or not the leasehold improvements have
     been completed by Tenant and whether or not Tenant has taken
     possession and accepted the demised premises.  Tenant hereby
     acknowledges delivery of the demised premises by Landlord.

(5)  A real estate commission of 4-1/2% of the gross rental on
     the expansion space shall be paid to Rubenstein-Hav
     Commercial Realtors, Inc.  The commission shall be paid one-
     half upon execution of the First Amendment to Lease
     Agreement and one-half upon the rental commencement date
     (January 1, 1990).  The total commission due for the
     expansion is $5,294.55 (4-1/2% of $117,656.72).

All other terms and conditions of the Lease Agreement dated May
3, 1989, remain in full force and effect.

AGREED to this 7th day of October, 1989.

TENANT:                        LANDLORD:

U.S.A. RADIO NETWORK           PHOENIX HOME LIFE MUTUAL
                               INSURANCE COMPANY, a Connecticut
                               corporation

By: /s/ Marlin Maddoux         By: /s/ Richard F. Russell
   --------------------------     ------------------------------
Title: /s/ President           Title: Second Vice President
      -----------------------        ---------------------------



First Amendment to Lease Agreement

<PAGE>



                           EXHIBIT "A"
                               TO
               FIRST AMENDMENT TO LEASE AGREEMENT
                             BETWEEN
              PHOENIX MUTUAL LIFE INSURANCE COMPANY
                               AND
                      U.S.A. RADIO NETWORK





                  [DIAGRAM OR LEASED PREMISES]












First Amendment to Lease Agreement


<PAGE>



                         LEASE AGREEMENT


ARTICLE ONE: BASIC TERMS

1.01 Date of Lease:       May 3, 1989


1.02 Landlord:            Phoenix Mutual Life Insurance Company
                          Address of Landlord: One American Row
                          Hartford, CT 06115

1.02 Tenant:              U.S.A. Radio Network
                          Address of Tenant:   2290 Springlake Rd.
                          Farmers Branch, TX 75229

1.04 Property (included street address, as well as legal
     description and approximate square footage):

     Being approximately 15,000 Square Feet of Lease Space in a
     building containing approximately 30,356 Square Feet.  Said
     building is located at 2290 Springlake Road in Farmers
     Branch, Texas.

1.05 Lease Term:  Sixty (60) months  beginning on ____________
     Completion of Space       and ending on__________________.

1.06 Rent:     See "Exhibit C"      (Rent Schedule)
               Dollars ($______________) per month.

1.07 Security Deposit:  $6,811.00 (Transferred from previous
                        Lease)

1.08 Permitted Use (see Section 6.01):  Office and Broadcasting
                                        facility

1.09 Principal REALTOR(R) (If none, so state):
                          Rubenstein-Hay Commercial Realtors
                          P.O. Box 29246
                          Address: Dallas, TX  75229

1.10 Cooperating REALTOR(R) (If none, so state): none

     Address:

1.11 REALTOR'S(R) Commissions (See Article Fourteen):

     A. Commissions due to the undersigned Principal REALTOR(R)
        shall be calculated and paid in accordance with paragraph
        (a) or (b) or Section 14.01 (Strike out inapplicable
        letter).

     B. The percentage applicable in Sections 14.01 and 14.02
        shall be  six   percent (6%)

1.12 Base Year for Taxes (see Section 4.02):      1989


1.13 Party to Receive Payments from Tenant Hereunder:
                    Phoenix Mutual Life Insurance Company
                    c/o Kelley Lund
                    100 Decker Ct., Suite 180
                    Irving, Texas  75062
                    Landlord; Principal REALTOR(R) (strike one)

1.14 Daily Late Charge (See Section 3.03):
     Dollars ($____________) per day.   (See Section 15.13.)


1.15 Acceptance:

     The number of days for acceptance shall be   Five (5) days.

ARTICLE TWO:  LEASE AND LEASE TERM

 2.01. Lease of Property for Lease Term. Landlord leases the
Property to Tenant and Tenant leases the Property from Landlord
for the Lease Term stated in Section 1.05. As used herein, the
"Commencement Date" shall be the date specified in Section 1.05
for the beginning of the Lease Term, unless advanced or delayed
under any provision of this Lease.

 2.02. Delay in Commencement. Landlord shall not be liable to
Tenant if Landlord does not deliver possession of the Property to
Tenant on the first date specified in Section 1.05 above.
Landlord's non-delivery of the Property to Tenant on that date
shall not affect this Lease or the obligations of the Tenant
under this Lease. However, the Commencement Date shall be delayed
until possession of the Property is delivered to Tenant. The
Lease Term shall be extended for a period equal to the delay in
delivery of possession of the Property to Tenant, plus the number
of days necessary to end the Lease Term on the last day of a
month. If Landlord does not deliver possession of the Property to
Tenant within sixty (60) days after the first date specified in
Section 1.05 above, Tenant may elect to

<PAGE>

cancel this Lease by giving written notice to Landlord within ten
(10) days after the 60-day period ends. If Tenant gives such
notice, the Lease shall be cancelled effective as of the date of
its execution, and no party hereto shall have any obligations,
one to the other. If Tenant does not give such notice, Tenant's
right to cancel the Lease shall expire and the Lease Term shall
commence upon the delivery of the Property to Tenant. If delivery
of possession of the Property to Tenant is delayed, Landlord and
Tenant shall, upon such delivery, execute an amendment to this
Lease setting forth the Commencement Date and expiration date of
the Lease.

 2.03. Early Occupancy. If Tenant occupies the Property prior to
the Commencement Date, Tenant's occupancy of the Property shall
be subject to all of the provisions of this Lease. Early
occupancy of the Property shall not advance the expiration date
of this Lease. Tenant shall pay Base Rent and all other charges
specified in this Lease for the occupancy period.

 2.04. Holding Over. Tenant shall vacate the Property upon the
expiration or earlier termination of this Lease. Tenant shall
reimburse Landlord for and indemnify Landlord against all damages
incurred by Landlord from any delay by Tenant in vacating the
Property. If Tenant does not vacate the Property upon the
expiration or earlier termination of the Lease, Tenant's
occupancy of the Property shall be a "month-to-month" tenancy,
subject to all of the terms of this Lease applicable to a month-
to-month tenancy, except that the Base Rent then in effect shall
be increased by fifty percent (50%).

ARTICLE THREE - RENT AND SECURITY DEPOSIT

 3.01. Manner of Payment. All sums to become due hereunder by
Tenant shall be made to the party named in Section 1.13 above, at
the address stated herein for such party, unless such address is
changed as provided herein. [INFORMATION DELETED].  All sums
payable by Tenant hereunder, whether or not expressly denominated
as rent, shall constitute rent for the purposes of section
502(b)(7) of the Bankruptcy Code.

 3.02. Time of Payment. Upon execution hereof, Tenant shall pay
the rent for the first month of the Lease Term. On or before the
first day of the second month of the Lease Term and of each month
thereafter, a likely monthly installment shall be due and
payable, in advance, without off-set, deduction or prior demand.
If the Lease Term commences or ends during a calendar month, the
rent for any fractional calendar month following the Commencement
Date or preceding the end of the Lease Term shall be prorated by
days.

 3.03. Late Charges. [INTENTIONALLY DELETED] (See Section 15.13.)

 3.04. Security Deposit. Upon execution hereof, Tenant shall
deposit with the party named in Section 1.13 above a cash
Security Deposit in the sum stated in Section 1.07. Landlord may
apply all or part of the Security Deposit to any unpaid rent or
other charges due from Tenant or to cure any other defaults of
Tenant. If Landlord uses any part of the Security Deposit, Tenant
shall restore the Security Deposit to its full amount within ten
(10) days after Landlord's written request. Tenant's failure to
do so shall be a material default under this Lease. No interest
shall be paid on the Security Deposit. Landlord shall not be
required to keep the Security Deposit separate from its other
accounts and no trust relationship is created with respect to the
Security Deposit. Upon any termination of this Lease not
resulting from Tenant's default, and after Tenant has vacated the
Property in the manner required by this Lease, Landlord shall
refund the unused portion of the Security Deposit to Tenant.

ARTICLE FOUR: TAXES

 4.01. Payment by Landlord. Landlord shall pay the real estate
taxes on the Property during the Lease Term.

 4.02. Payment by Tenant. Tenant shall pay the party named in
Section 1.13 above, as additional rental, the excess, if any, of
the real estate taxes for any year during the Lease Term over the
real estate taxes for the base year stated in Section 1.12,
Tenant shall make such payment within fifteen (12) days after
receipt of a statement showing the amount and computation of such
increase. Tenant shall be responsible for the pro-rata portion of
such additional rental for any fractional part of a year
preceding the end of the Lease Term, which prorated sum shall be
due and payable upon the termination of this Lease. If the
termination of this Lease occurs before the tax rate is fixed for
the particular year, the proration shall be upon the basis of the
tax rate for the preceding year applied to the latest assessed
valuation, and notwithstanding the termination of this Lease, any
difference in the actual real estate taxes for such year shall be
adjusted between the parties upon receipt of written evidence of
the payment thereof.

 4.03. Improvements by Tenant. In the event the real estate taxes
levied against the Property for the real estate tax year in which
the Lease Term commences are increased as a result of any
alterations, additions or improvements made by Tenant or by
Landlord at the request of Tenant, Tenant shall pay to Landlord
upon demand the amount of such increase. For the purposes of the
calculations under Section 4.02, the amount of the real estate
taxes during the real estate tax year in which the Lease Term
commences shall not include any taxes resulting from any such
alterations, additions or improvements made in or to the
Property. Landlord shall obtain from the tax assessor assessors a
written statement of the total amount of such increase.

                               -2-

<PAGE>

 4.04. Joint Assessment. If the real estate taxes are assessed
against the Property jointly with other property not constituting
a part of the Property, the real estate taxes for such years
shall be equal to the amount bearing the same proportion to the
aggregate assessment that the total square feet of building area
in the Property bears to the total square feet of building area
included in the joint assessment.

 4.05. Personal Property Taxes. Tenant shall pay all taxes
charged against trade fixtures, furnishings, equipment or any
other personal property belonging to Tenant, Tenant shall try to
have its personal property taxed separately from the Property,
but if any of Tenant's personal property is taxed with the
Property, Tenant shall pay the taxes for the personal property
within fifteen (15) days after Tenant receives a written
statement for such personal property taxes.

ARTICLE FIVE:  INSURANCE AND INDEMNITY

 5.01. Casualty Insurance. During the Lease Term, Landlord shall
maintain policies of insurance covering loss of or damage to the
Property in such amount or percentage of replacement value as
Landlord or its insurance advisor deems reasonable in relation to
the age, location, type of construction and physical condition of
the Property and the availability of such insurance at reasonable
rates. Such policies shall provide protection against all perils
included within the classification of fire and extended coverage
and any other perils which Landlord deems necessary. Landlord may
obtain insurance coverage for Tenant's fixtures, equipment or
building improvements installed by Tenant in or on the Property.
Tenant shall, at Tenant's expense, maintain such primary or
additional insurance on its fixtures, equipment and building
improvements as Tenant deems necessary to protect its interest.
Tenant shall not do or permit to be done anything which
invalidates any such insurance policies. Any casualty insurance
which may be carried by Landlord or Tenant shall be for the sole
benefit of the party carrying such insurance and under its sole
control.

 5.02. Increase In Premiums. Tenant shall not permit any
operation or activity to be conducted or storage or use of any
volatile or any other materials on the Property that would cause
suspension or cancellation of any fire and extended coverage
insurance policy carried by Landlord, or increase the premiums
therefor, without the prior written consent of Landlord. If
Tenant's use and occupancy of the Property causes an increase in
the premiums for any fire and extended coverage insurance policy
carried by Landlord on the day before Tenant shall have first
gone into possession of the Property under this Lease, Tenant
shall pay, as additional rental, the amount of such increase to
Landlord upon demand and possession of written evidence of the
increase by Landlord.

 5.03. Liability Insurance. During the Lease Term, Tenant shall
maintain a policy of comprehensive public liability insurance, at
Tenant's expense, insuring Landlord against liability arising out
of the ownership, use, occupancy or maintenance of the Property.
The initial amount of such insurance shall be at least
$1,000,000, and shall be subject to periodic increase based upon
inflation, increased liability awards, recommendation of
professional insurance advisors, and other relevant factors.
However, the amount of such insurance shall not limit Tenant's
liability nor relieve Tenant of any obligation hereunder. The
policy shall contain cross-liability endorsements, if applicable,
and shall insure Tenant's performance of the indemnity provisions
of Section 5.04. Such policy shall contain a provision which
prohibits cancellation or modification of the policy except upon
thirty (30) days' prior written notice to Landlord. Tenant may
discharge its obligations under this Section by naming Landlord
as an additional insured under a policy of comprehensive
[unreadable] insurance [unreadable] and containing the coverage
and provisions described in this Section. Tenant shall deliver a
copy of such policy or certificate (or a renewal thereof) to
Landlord prior to the Commencement Date and prior to the
expiration of any such policy during the Lease Term. If Tenant
fails to maintain such policy, Landlord may elect to maintain
such insurance at Tenant's expense. Tenant shall, at Tenant's
expense, maintain such other liability insurance as Tenant may
deem necessary to protect Tenant.

 5.04. Indemnity. Landlord shall not be liable to Tenant or to
Tenant's employees, agents or visitors, or to any other person
whomsoever, for any injury to persons or damage to property on or
about the Property or any adjacent area owned by Landlord caused
by the negligence or misconduct of Tenant, its employees,
subtenants, licensees or concessionaires or any other person
entering the Property under express or implied invitation of
Tenant, or arising out of the use of the property by Tenant and
the conduct of its business therein, or arising out of any breach
or default by Tenant in the performance of its obligations
hereunder, and Tenant hereby agrees to indemnify Landlord and
hold it harmless from any loss, expense or claims arising out of
such damage or injury. Tenant shall not be liable for any injury
or damage caused by the negligence or misconduct of Landlord, or
its employees or agents, and Landlord agrees to indemnify Tenant
and hold it harmless from any loss, expense or damage arising out
of such damage or injury.

 5.05. Waiver of Subrogation. Each party hereto waives any and
every claim which arises or may arise in its favor against the
other party hereto during the term of this Lease or any renewal
or extension thereof for any and all loss of, or damage to, any
of its property located within or upon, or constituting a part
of, the Property, which loss or damage is covered by valid and
collectible fire and extended coverage insurance policies, to the
extent that such loss or damage is recoverable under such
insurance policies. Such mutual waivers shall be in addition to,
and not in limitation or derogation of, any other waiver or
release contained in this Lease with respect to any loss of, or
damage to, property of the parties hereto. Inasmuch as such
mutual waivers will preclude the assignment of any aforesaid
claim by way of subrogation or otherwise to an insurance company
(or any other person), each party hereby agrees immediately to
give to each insurance company which has issued to it policies of
fire and extended coverage insurance, written notice of the terms
of such mutual waivers, and to cause such insurance policies to
be properly endorsed, if necessary, to prevent the invalidation
of such insurance coverages by reason of such waivers.

ARTICLE SIX: USE OF PROPERTY

 6.01. Permitted Use. Tenant may use the Property only for the
permitted use stated in Section 1.08.

                               -3-

<PAGE>

 6.02 Compliance with Law. Tenant shall comply with all
governmental laws, ordinances and regulations applicable to the
use of the Property, and shall promptly comply with all
governmental orders and directives for the correction, prevention
and abatement of nuisances in or upon, or connected with the
Property, all at Tenant's sole expense.

 6.03. Certificate of Occupancy. Tenant may, prior to the
commencement of the term of this Lease, apply for a Certificate
of Occupancy to be issued by the municipality in which the
Property is located, but this Lease shall not be contingent upon
issuance thereof. Nothing herein contained shall obligate
Landlord to install any additional electrical wiring, plumbing or
plumbing fixtures which are not presently existing on the
Property, or which have not been expressly agreed upon by
Landlord in writing.

 6.04. Signs. Without the priors written consent of Landlord,
Tenant shall not place or affix any signs or other objects upon
or to the Property, including but not limited to the roof or
exterior walls of the building or other improvements thereon, or
paint or otherwise deface said exterior walls. Any signs
installed by Tenant shall conform with applicable laws and deed
and other restrictions. Tenant shall remove all signs at the
termination of this Lease and shall repair any damage and close
any holes caused or revealed by such removal.

 6.05. Utility Services. Tenant shall pay the cost of all utility
services, including but not limited to initial connection
charges, all charges for gas, water and electricity used on the
Property, and for all electric lights, lamps and tubes.

 6.06. Landlord's Access. Landlord and its authorized agents
shall have the right, during normal business hours, to enter the
Property (a) to inspect the general condition and state of repair
thereof, (b) to make repairs required or permitted under this
Lease, (c) to show the property to any prospective tenant or
purchaser or (d) for any other reasonable purpose. During the
final 150 days of the Lease Term, Landlord and its authorized
agents shall have the right to erect and maintain on or about the
Property customary signs advertising the Property for lease or
resale.
(See Section 15.10.)

 6.07. Quiet Possession. If Tenant pays the rent and complies
with all other terms of this Lease, Tenant may occupy and enjoy
the Property for the full Lease Term, subject to the provisions
of this Lease.

 6.08. Exemptions from Liability. Landlord shall not be liable
for any damage or injury to the person, business (or any loss of
income therefrom), goods, wares, merchandise or other property of
Tenant, Tenant's employees, invitees, customers or any other
person in or about the Property, whether such damage or injury is
caused by or results from: (a) fire, steam, electricity, water,
gas or rain; (b) the breakage, leakage, obstruction or other
defects of pipes, sprinklers, wires, appliances, plumbing, air
conditioning or lighting fixtures or any other cause; (c)
conditions arising on or about the Property or upon other
portions of any building of which the Property is a part, or from
other sources or places; or (d) any act or omission of any other
tenant of any building of which the Property is a part. Landlord
shall not be liable for any such damage or injury even though the
cause of or the means of repairing such damage or injury are not
accessible to Tenant. The provisions of this Section 6.08 shall
not, however, exempt Landlord from liability for Landlord's gross
negligence or willful misconduct.

ARTICLE SEVEN: MAINTENANCE, REPAIRS AND ALTERATIONS

 7.01. Acceptance of Premises. Tenant acknowledges that it has
fully inspected the Property and accepts the Property in its
condition as of the execution of this Lease as suitable for the
purposes for which it is leased. Tenant acknowledges that, except
as stated in the following sentence, neither Landlord nor an
agent of Landlord has made any representation as to the condition
of the Property or the suitability of the Property for Tenant's
intended use. Landlord represents that on the Commencement Date,
the plumbing, electrical system and exterior doors, and any fire
protection sprinkler system, heating system, air conditioning
equipment and elevators existing on the date of this Lease, are
or will be in good operating condition.

 7.02. Landlord's Obligation to Repair. Subject to the provisions
of Article Eight (Damage or Destruction) and Article Nine
(Condemnation) and except for damage caused by any act or
omission of Tenant, Landlord shall keep the foundation, roof and
the structural portions of exterior walls of the improvements of
the Property in good order, condition and repair. However,
Landlord shall not be obligated to maintain or repair windows,
doors, plate glass or the surfaces of walls. In addition,
Landlord shall not be obligated to make any repairs under this
Section until a reasonable time after receipt of written notice
from Tenant of the need of such repairs. If any repairs are
required to be made by Landlord, Tenant shall, at Tenant's sole
cost and expense, promptly remove Tenant's fixtures, inventory,
equipment and other Property, to the extent required to enable
Landlord to make such repairs. Landlord's liability hereunder
shall be limited to the cost of such repairs or corrections.
Tenant waives the benefit of any present or future law which
might give Tenant the right to repair the Property at Landlord's
expense or to terminate the Lease because of the condition of the
Property.

 7.03. Tenant's Obligation to Repair. Subject to the provisions
of the last sentence of Section 7.01, the preceding Section 7.02,
Article Eight (Damage or Destruction) and Article Nine
(Condemnation) Tenant shall, at all times, keep that portion of
the Property not required to be maintained by Landlord in good
order, condition and repair, including but not limited to repairs
(including all necessary replacements) of the windows, plate
glass, doors, hearing system, air conditioning equipment, fire
protection sprinkler system, elevators, interior and exterior
plumbing and the interior of the building in general.  In
addition, Tenant shall, at Tenant's expense, repair any damage to
the roof, foundation or structural portions of exterior walls
caused by Tenant's acts or omissions. If Tenant fails to maintain
and repair the property as required by this Section, Landlord
may, on ten (10) days' prior written notice, enter the Property
and perform such maintenance or repair on behalf of Tenant,
except that no notice shall be required in case of emergency, and
Tenant shall reimburse Landlord for all costs incurred in
performing such maintenance or repair immediately upon demand.
(See Section 15.11.)



                               -4-

<PAGE>

 7.04. Alterations, Additions and Improvements. Tenant shall not
create any openings in the roof or exterior walls, or make any
alterations, additions or improvements to the Property without
the prior written consent of Landlord. Consent for nonstructural
alterations, additions or improvements shall not be unreasonably
withheld by Landlord. Tenant shall have the right to erect or
install shelves, bins, machinery, air conditioning or heating
equipment and trade fixtures, provided that Tenant complies with
all applicable governmental laws, ordinances and regulations. At
the expiration or termination of this Lease, Tenant shall,
subject to the restrictions of Section 7.05 below, have the right
to remove such items so installed by it, provided Tenant is not
in default at the time of such removal and provided further that
Tenant shall, at the time of removal of such items, repair in a
good and workmanlike manner any damage caused by installation or
removal thereof. Tenant shall pay for all costs incurred or
arising out of alterations, additions or improvements in or to
the Property and shall not permit a mechanic's or materialman's
lien to be asserted against the Property. Upon request by
Landlord, Tenant shall deliver to Landlord proof of payment
reasonably satisfactory to Landlord of all costs incurred or
arising out of any such alterations, additions or improvements.

ARTICLE EIGHT:  DAMAGES OR DESTRUCTION

 8.01. Notice. If the building or other improvements situated on
the Property should be damaged or destroyed by fire, tornado or
other casualty, Tenant shall immediately give written notice
thereof to Landlord.

 8.02. Partial Damage. If the building or other improvements
situated on the Property should be damaged by fire, tornado or
other casualty but not to such an extent that rebuilding or
repairs cannot reasonably be completed within 120 days from the
date Landlord receives written notification by Tenant of the
happening of the damage, this Lease shall not terminate, but
Landlord shall, at its sole cost and risk, proceed forthwith and
use reasonable diligence to rebuild or repair such building and
other improvements on the Property (other than leasehold
improvements made by Tenant or any assignee, subtenant or other
occupant of the Property) to substantially the condition in which
they existed prior to such damage; provided, however, if the
casualty occurs during the final 18 months of the Lease Term.
Landlord shall not be required to rebuild or repair such damage
unless Tenant shall exercise its renewal option (if any is
contained herein) within fifteen (15) days after the date of
receipt by Landlord of the notification of the occurrence of the
damage. If Tenant does not elect to exercise its renewal option
or if there is no renewal option contained herein or previously
unexercised at such time, this Lease shall terminate at the
option of Landlord and rent shall be abated for the unexpired
portion of this Lease, effective from the date of actual receipt
by Landlord of the written notification of the damage. If the
building and other improvements are to be rebuilt or repaired and
are untenantable in whole or in part following such damage, the
rent payable hereunder during the period in which they are
untenantable shall be adjusted equitably.

 8.03. Substantial or Total Destruction. If the building or other
improvements situated on the Property should be substantially or
totally destroyed by fire, tornado or other casualty, or so
damaged that rebuilding or repairs cannot reasonably be completed
within 120 days from the date Landlord receives written
notification by Tenant of the happening of the damage, this Lease
shall terminate at the option of Landlord and rent shall be
abated for the unexpired portion of this Lease, effective from
the date of receipt by Landlord of such written notification. If
this Lease is not terminated, the building and the improvements
shall be rebuilt or repaired and rent abated to the extent
provided under Section 8.02.

ARTICLE NINE:  CONDEMNATION

 If, during the term of this Lease or any extension or renewal
thereof, all or a substantial part of the Property should be
taken for any public or quasi-public use under any governmental
law, ordinance or regulation or by right of eminent domain, or
should be sold to the condemning authority under threat of
condemnation, this Lease shall terminate and the rent shall be
abated during the unexpired portion of this Lease, effective from
the date of taking of the Property by the condemning authority.
If less than a substantial part of the demised premises is taken
for public or quasi-public use under any governmental law,
ordinance or regulation, or by right of eminent domain, or is
sold to the condemning authority under threat of condemnation.
Landlord, at its option, may by written notice terminate this
Lease or shall forthwith at its sole expense restore and
reconstruct the buildings and improvements (other than leasehold
improvements made by Tenant or any assignee, subtenant or other
occupant of the Property) situated on the Property in order to
make the same reasonably tenantable and suitable for the use for
which the Property is leased as defined in Section 6.01. The rent
payable hereunder during the unexpired portion of this Lease
shall be adjusted equitably. Landlord and Tenant shall each be
entitled to receive and retain such separate awards and portions
of lump sum awards as may be allocated to their respective
interests in any condemnation proceedings. The termination of
this Lease shall not affect the rights of the respective parties
to such awards.

ARTICLE TEN:  ASSIGNMENT AND SUBLETTING

 Tenant shall not, without the prior written consent of Landlord,
assign this Lease or sublet the Property or any portion thereof.
Any assignment or subletting shall be expressly subject to all
terms and provisions of this Lease, including the provisions of
Section 6.01 pertaining to the use of the Property. In the event
of any assignment or subletting, Tenant shall remain fully liable
for the full performance of all Tenant's obligations under this
Lease. Tenant shall not assign its rights hereunder or sublet the
Property without first obtaining a written agreement from the
assignee or sublessee whereby the assignee or sublessee agrees to
be bound by the terms of this Lease. No such assignment or
subletting shall constitute a novation. In the event of the
occurrence of an event of default while the Property is assigned
or sublet, Landlord, in addition to any other remedies provided
herein or by law, may at Landlord's option, collect directly from
such assignee or subtenant all rents becoming due under such
assignment or subletting and apply such rent against any sums due
to Landlord hereunder. No direct collection by Landlord from any
such assignee or subtenant shall release Tenant from the
performance of its obligations hereunder.

                               -5-

<PAGE>

ARTICLE ELEVEN:  DEFAULT AND REMEDIES

 11.01. Default. The following events shall be deemed to be
events of default under this Lease:
     (a) Failure of Tenant to pay any installment of the rent or
other sum payable to Landlord hereunder on the date that same is
due and such failure shall continue for a period of ten (10)
days.
     (b) Failure of Tenant to comply with any term, condition or
covenant of this Lease, other than the payment of tent or other
sum of money, and such failure shall not be cured within thirty
(30) days after written notice thereof to Tenant;
     (c) Tenant or any guarantor of Tenant's obligation hereunder
shall generally not pay its debts as they become due or shall
admit in writing its inability to pay its debts, or shall make a
general assignment for the benefit of creditors.
     (d) Tenant or any guarantor of Tenant's obligations
hereunder shall commence any case, proceeding or other action
seeking reorganization, arrangement, adjustment, liquidation,
dissolution or composition of it or its debts under any law
relating to bankruptcy, insolvency, reorganization or relief of
debtors, or seeking appointment of a receiver, trustee, custodian
or other similar official for it or for all or any substantial
part of its property.
     (e) Any case, proceeding or other action against Tenant or
any guarantor of Tenant's obligations hereunder shall be
commenced seeking to have an order for relief entered against it
as debtor, or seeking reorganization, arrangement, adjustment,
liquidation, dissolution or composition of it or its debts under
any law relating to bankruptcy, insolvency, reorganization or
relief of debtors, or seeking appointment of a receiver, trustee,
custodian or other similar official for it or for all or any
substantial part of its property, and Tenant (i) fails to obtain
a dismissal of such case, proceeding, or other action within
sixty (60) days of its commencement or (ii) converts the case
from one chapter of the Federal Bankruptcy Code to another
chapter or (iii) is the subject of an Order of Relief which is
not fully stayed within seven business days after the entry
thereof.
     (f) Abandonment by Tenant of any substantial portion of the
Property or cessation of the use of the Property for the purpose
leased.

 11.02. Remedies. Upon the occurrence of any of the events of
default listed in Section 11.01., Landlord shall have the option
to pursue any one or more of the following remedies without any
notice or demand whatsoever:
     (a) Terminate this Lease, in which event Tenant shall
immediately surrender the Property to Landlord.  If Tenant fails
to so surrender such premises, Landlord may, without prejudice to
any other remedy which it may have for possession of the Property
or arrearages in rent, enter upon and take possession of the
Property and expel or remove Tenant and any other person who may
be occupying such premises or any part thereof, by force if
necessary, without being liable for prosecution or any claim for
damages therefor.  Tenant shall pay to Landlord on demand the
amount of all loss and damage which Landlord may suffer by reason
of such termination, whether through inability to relet the
Property on satisfactory terms or otherwise:
     (b) Enter upon and take possession of the Property, by force
if necessary, without terminating this Lease and without being
liable for prosecution or for any claim for damages therefor, and
expel or remove Tenant and any other person who may be occupying
such premises or any part thereof.  Landlord may relet the
Property and receive the rent therefor.  Tenant agrees to pay to
Landlord monthly or on demand from time to time any deficiency
that may arise by reason of any such reletting.  In determining
the amount of such deficiency, the brokerage commission,
attorneys' fees, remodeling expenses and other costs of reletting
shall be subtracted from the amount of rent received under such
reletting;
     (c) Enter upon the Property, by force, if necessary, without
terminating this Lease and without being liable for prosecution
or for any claim for damages therefor, and do whatever Tenant is
obligated to do under the terms of this Lease.  Tenant agrees to
pay Landlord on demand for expenses which Landlord may incur in
thus effecting compliance with Tenant's obligations under this
Lease, together with interest thereon at the rate of twelve
percent (12%) per annum from the date expended until paid.
Landlord shall not be liable for any damages resulting to Tenant
from such action, whether caused by negligence of Landlord or
otherwise.
 Pursuit of any of the foregoing remedies shall not preclude
pursuit of any of the other remedies herein provided or any other
remedies provided by law, nor shall pursuit of any remedy herein
provided constitute a forfeiture or waiver of any rent due to
Landlord hereunder or of any damages accruing to Landlord by
reason of the violation of any of the terms, conditions and
covenants herein contained.

 11.03    Notice of Default.  Tenant shall give written notice of
any failure by Landlord to perform any of its obligations under
this Lease to Landlord and to any ground lessor, mortgagee or
beneficiary under any deed of trust encumbering the Property
whose name and address have been furnished to Tenant in writing.
Landlord shall not be in default under this Lease unless Landlord
(or such ground lessor, mortgagee or beneficiary) fails to cure
such non-performance within thirty (30) days after receipt of
Tenant's notice.  However, if such non-performance reasonably
requires more than thirty (30) days to cure, Landlord shall not
be in default if such cure is commenced within such thirty (30)
day period and thereafter diligently pursued to completion.

 11.04    Limitation of Landlord's Liability.  As used in this
Lease, the term "Landlord" means only the current owner or owners
of the fee title to the Property or the leasehold estate under a
ground lease of the Property at the time in question.  Each
Landlord is obligated to perform the obligations of Landlord
under this Lease only during the time such Landlord owns such
interest or title.  Any landlord who transfers its title or
interest is relieved of all liability with respect to the
obligations of Landlord under this Lease to be performed on or
after the date of transfer.  However, each Landlord shall deliver
to its transferee all funds previously paid by Tenant if such
funds have not yet been applied under the terms of this Lease.

ARTICLE TWELVE: LANDLORD'S LIEN

 In addition to the statutory Landlord's lien, Tenant hereby
grants to Landlord a security interest to secure payment of all
rent and other sums of money becoming due hereunder from Tenant,
upon all goods, wares, equipment, fixtures, furniture and other
personal property of Tenant situated in or upon the Property,
together with the proceeds from the sale or lease thereof.  Such
property shall not be removed without the consent of Landlord
until all

                               -6-

<PAGE>

arrearages in rent and other sums of money then due to Landlord
hereunder shall first have been paid and discharged.  Upon the
occurrence of an event of default, Landlord may, in addition to
any other remedies provided herein or by law, enter upon the
Property and take possession of any and all goods, wares,
equipment, fixtures, furniture and other personal property of
Tenant situated on the Property without liability for trespass or
conversion, and sell the same at public or private sale, with or
without having such property at the sale, after giving Tenant
reasonable notice of the time and place of any such sale.  Unless
otherwise required by law, notice to Tenant of such sale shall be
deemed sufficient if given in the manner prescribed in this Lease
at least ten (10) days before the time of the sale.  Any public
sale made under this Article shall be deemed to have been
conducted in a commercially reasonable manner if held on the
Property or where the property is located, after the time, place
and method of sale and a general description of the types of
property to be sold have been advertised in a daily newspaper
published in Dallas County, Texas, for five consecutive days
before the date of the sale.  Landlord or its assigns may
purchase at a public sale and, unless prohibited by law, at a
private sale.  The proceeds from any disposition dealt with in
this Article, less any and all expenses connected with the taking
of possession, holding and selling of the property (including
reasonable attorneys' fees and legal expenses), shall be applied
as a credit against the indebtedness secured by the security
interest granted herein.  Any surplus shall be paid to Tenant or
as otherwise required by law; Tenant shall pay any deficiencies
forthwith.  Upon request by Landlord, Tenant agrees to execute
and deliver to Landlord a financing statement in form sufficient
to perfect the security interest of Landlord in the
aforementioned property and proceeds thereof under the provisions
of the Uniform Commercial Code in force in the State of Texas.
The statutory lien for rent is expressly reserved; the security
interest herein granted is in addition and supplementary thereto.

ARTICLE THIRTEEN:  PROTECTION OF LENDERS

 13.01.  Subordination.  Landlord shall have the right to
subordinate this Lease to any ground Lease, deed of trust or
mortgage encumbering the Property, and advances made on the
security thereof and any renewals, modifications, consolidations,
replacements or extensions thereof, whenever made or recorded.
However, Tenant's right to quiet possession of the Property
during the Lease Term shall not be disturbed if Tenant pays the
rent and performs all of Tenant's obligations under this Lease
and is not otherwise in default.  If any ground lessor,
beneficiary or mortgagee elects to have this Lease prior to the
lien of its ground lease, deed of trust or mortgage and gives
written notice thereof to Tenant, this Lease shall be deemed
prior to such ground lease, deed of trust or mortgage whether
this Lease is dated prior or subsequent to the date of said
ground lease, deed of trust or mortgage or the date of recording
thereof.

 13.02.  Attornment.  If Landlord's interest in the Property is
acquired by any ground lessor, beneficiary under a deed of trust,
mortgagee or purchaser at a foreclosure sale, Tenant shall attorn
to the transferee of or successor to Landlord's interest in the
Property and recognize such transferee or successor as Landlord
under this Lease.  Tenant waives the protection of any statute or
rule of law which gives or purports to give Tenant any right to
terminate this Lease or surrender possession of the Property upon
the transfer of Landlord's interest.

 13.03.  Signing of Documents.  Tenant shall sign and deliver any
instruments or documents necessary or appropriate to evidence any
such attornment or subordination or agreement to do so.  If
Tenant fails to do so within ten 910) days after written request,
Tenant hereby makes, constitutes and irrevocably appoints
Landlord, or any transferee or successor of Landlord, the
attorney-in-fact of Tenant to execute and deliver any such
instrument or document.

 13.04.  Estoppel Certificates.
     (a) Upon Landlord's written request, Tenant shall execute,
acknowledge and deliver to Landlord a written statement
certifying: (i) that none of the terms or provisions of this
Lease have been changed (or if they have been changed, stating
how they have been changed); (ii) that this Lease has not been
cancelled or terminated; (iii) the last date of payment of the
Base rent and other charges and the time period covered by such
payment: and (iv) that Landlord is not in default under this
Lease (or, if Landlord is claimed to be in default, stating why).
Tenant shall deliver such statement to Landlord within ten 910)
days after Landlord's request.  Any such statement by Tenant may
be given by Landlord to any prospective purchaser or encumbrancer
of the Property.  Such purchaser or encumbrancer may rely
conclusively upon such statement as true and correct.
     (b) If Tenant does not deliver such statement to Landlord
within such ten (10) day period, Landlord, and any prospective
purchaser or encumbrancer, may conclusively presume and rely upon
the following facts;  (i) that the terms and provisions of this
Lease have not been changed except as otherwise represented by
Landlord; (ii) that this Lease has not been cancelled or
terminated except as otherwise represented by Landlord; (iii)
that not more than one month's Base Rent or other charges have
been paid in advance; and (iv) that Landlord is not in default
under the Lease.  In such event, Tenant shall be stopped from
denying the truth of such facts.

 13.05.  Tenant's Financial Condition.  Within ten (10) days
after written request from Landlord, Tenant shall deliver to
Landlord such financial statements as are reasonably required by
Landlord to verify the net worth of Tenant, or any assignee,
subtenant, or guarantor of Tenant.  In addition, Tenant shall
deliver to any lender designated by Landlord any financial
statements required by such lender to facilitate the financing or
refinancing of the Property.  Tenant represents and warrants to
Landlord that each such financial statement is a true and
accurate statement as of the date of such statement.  All
financial statements shall be confidential and shall be used only
for the purposes set forth herein.

ARTICLE FOURTEEN:  REALTORS" COMMISSIONS

 14.01  Amount and Manner of Payment of Commissions.  Commissions
due to the undersigned principal REALTOR(R) shall be calculated
and paid as follows:

                               -7-

<PAGE>


     (a)  [INTENTIONALLY DELETED]

     (b) Landlord agrees to pay to the undersigned Principal
Realtorr a commission for negotiating this Lease equal to the
percentage stated in Section 1.11B of the total rent to become
due to Landlord during the term of this Lease.  [INFORMATION
DELETED "See Brokers Registration & Commission Schedule."

 14.02  [INTENTIONALLY DELETED]

 14.03  [INTENTIONALLY DELETED]

 14.04  [INTENTIONALLY DELETED]

 14.05  [INTENTIONALLY DELETED]

 14.06  [INTENTIONALLY DELETED]

ARTICLE FIFTEEN:  MISCELLANEOUS

 15.01.  Force Majeure.  In the event performance by Landlord of
any term, condition or covenant in this Lease is delayed or
prevented by any Act of God, strike, lockout, shortage of
material or labor, restrictions by any governmental authority,
civil riot, flood, or any other cause not within the control of
Landlord, the period for performance of such term, condition or
covenant shall be extended for a period equal to the period
Landlord is so delayed or hindered.

 15.02  Interpretation.  The captions of the Articles or Sections
of this Lease are to assist the parties in reading this Lease and
are not a part of the terms or provisions of this Lease.
Whenever required by the context of this Lease, the singular
shall include the plural and the plural shall include the
singular.  For convenience, each party hereto is referred to in
the neuter gender, but the masculine, feminine and neuter genders
shall each include the other.  In any provision relating to the
conduct, acts or omissions of Tenant, the term "Tenant" shall
include Tenant's agents, employees, contractors, invitees,
successors or others using the Property with Tenant's expressed
or implied permission.


                               -8-

<PAGE>

 15.03.  Waivers.  All waivers must be in writing and signed by
the waiving party.  Landlord's failure to enforce any provisions
of this lease or its acceptance of rent shall not be a waiver and
shall not prevent Landlord for enforcing that provision or any
other provision of this Lease in the future.  No statement on a
payment check from Tenant or in a letter accompanying a payment
check shall be binding on Landlord.  Landlord may, with or
without notice to Tenant, negotiate such check without being
bound to the conditions of such statement.

  15.04.   Severability.  A determination by a court of competent
jurisdiction that any provision o this Lease or any part  thereof
is  illegal  or unenforceable shall not cancel or invalidate  the
remainder of such provision or this Lease, which shall remain  in
full force and effect.

 15.05.  Joint and Several Liability.  All parties signing this
Lease as Tenant shall be jointly and severally liable for all
obligations of Tenant.

 15.06.  Incorporation of Prior Agreements; Modifications.  This
Lease is the only agreement between the parties pertaining to the
lease of the Property and no other agreements are effective.  All
amendments to this Lease shall be in writing and signed by all
parties.  Any other attempted amendment shall be void.

 15.07.  Notices.  All notices required or permitted under this
Lease shall be in writing and shall be personally delivered or
shall be deemed to be delivered, whether actually received or
not, when deposited in the United States mail, postage pre-paid,
registered or certified mail, return receipt requested, addressed
as stated herein.  Notices to Tenant shall be delivered to the
address specified in Section 1.03 above, except that, upon
tenant's taking possession of the Property, the Property shall be
Tenant's address for notice purposes.  Notices to any other party
hereto shall be delivered to the address specified in Article One
as the address for such party.  Any party hereto may change its
notice address upon written notice to the other parties.

 15.08.  Attorneys' Fees.  If on account of any breach or default
by any party hereto in its obligations to any other party hereto
(including but not limited to the Principal REALTOR(R)), it shall
become necessary for the non-defaulting party to employ an
attorney to enforce or defend any of its rights or remedies
hereunder, the defaulting party agrees to pay the non-defaulting
party its reasonable attorneys' fees, whether or not suit is
instituted in connection therewith.

 15.09    Insurance.  Tenant shall pay to the Landlord the amount
by which premiums for fire and general liability insurance with
all its endorsements payable with respect to the demised premises
exceed the amount of such premiums payable during the year 1989.
Tenant's share of said increased premium shall be computed on the
ratio which the total floor area of the Lease Space bears to the
total floor area of all rentable space in the building of which
the demised premises form a part.  For the purpose of calculating
Tenant's apportioned share for a fractional year each day of
Tenant's occupancy shall be regarded as one three hundred sixty
fifth of a full year's share and Tenant shall be considered as in
"occupancy" during the full period of the lease term falling
within such fractional calendar year.

 15.10    Right of Entry.  The Landlord and its authorized agents
shall have the right to enter the lease Space at any time in the
event of an emergency.

 15.11.  Common Area Maintenance.  Tenant agrees to pay the
Landlord on a monthly basis his pro rata share of the common area
maintenance and upkeep.  These costs include, but are not limited
to parking lot maintenance (excluding replacement), lawn
maintenance, landscape maintenance, exterior maintenance (only
when it relates to the entire building), cost of maintaining
common area lighting, and cost of water for landscape.

 15.12.  Water and Sewer.  Tenant hereby agrees to pay its pro
rata share of the monthly water and sewer service for the
building located at 2290 Springlake in Farmers Branch.

 15.13.  Late Charge.  As per this lease, all rentals will be due
and payable on the first day of each month.  Should Landlord not
receive Tenant's rent within ten (10) days of the due date, a
service charge of 5% of he monthly rental rate, will be added to
the rental for that month and each succeeding month that said
rental is not paid when due.

 15.14.   SIGNAGE.  All signs must be approved in writing by the
landlord.

 15.15.  Parking.  Tenant agrees not to abuse the parking rights
as provided by the building.  Additionally, the parking of cars
of Tenant's personnel will not interfere with the operation of
the other tenants in this building.

 15.16.  Building Rules and Regulations.  See Exhibit A.

 15.17.  Right of First Offer.  Tenant shall have the option to
add space, as hereinafter defined, to the Lease Space defined in
Section 1.04. of this Lease upon the terms hereinafter set forth;
provided, however, that said Option shall exist only if at the
time of Tenant's exercise of said Option and at the time of
commencement of Tenant's lease of the Option Space, (i) Tenant
shall not be default under any terms of this Lease; (ii) Tenant
shall not have assigned the Lease, except as expressly permitted
by Article Ten of the Lease; (iii) Tenant shall occupy all of the
Lease Space defined in Section 1.04.

 Once during the term of this Lease, Landlord shall by written
notice ("Offer Notice") offer to Tenant the option to add to the
Lease Space any portion of contiguous space ("Option Space"), as
defined in Exhibit D of this Lease, at a rental rate which shall
be reasonably determined by Landlord to be fair market value,
provided that said Option Space is greater than or equal to 3,000
rentable square feet, for a period commencing on a date to be
designated by Landlord in the Offer Notice (the "Option
Commencement Date"), and continuing for the balance of the term.
Said Option Commencement Date shall not be less than thirty (30)
days nor more than sixty (60) after the date of the



                               -9-

<PAGE>

Offer Notice.  Tenant shall notify Landlord of its election to
exercise said Option by written notice given by Tenant to
Landlord not later than ten (10) days after the date Tenant
receives the Offer Notice.

 If said Option is exercised by Tenant, from and after the Option
Commencement Date, the Option Space shall be subject to all the
provisions of this Lease with exception to the rental rates
referenced in Section 1.06.  and Exhibit C.  In the event that
Tenant does not elect to exercise its option to lease the Option
Space within the ten (10) day period set forth above, Tenant
shall have no further right to lease the Option Space.

15.18.  Exhibits.  See Exhibits "A", "B", "C" and "D" attached
hereto and made apart thereof.

15.19  Emergency Electrical Generator.  Landlord will allow
Tenant to install an emergency electrical generator.  Plants for
the installation will be submitted by Tenant to Landlord and re
subject to Landlord's approval, which is not to be unreasonably
withheld.  Tenant agrees to remove said emergency electrical
generator prior to its vacancy of the Lease Space.  Tenant agrees
to hold Landlord harmless, for any occurrence that may result
from the installation, use, maintenance, or removal of said
electrical generator.

15.20.  Rental Prior to Completion of Leasehold Improvements.
Landlord agrees to allow Tenant to remain in existing Suite of
said building at a monthly rental of $4,354.00 beginning with a
June 1, 1989 payment and continuing until the completion of the
leasehold Improvements referenced in "Exhibit B" of this Lease.
Leasehold Improvements shall be deemed to be completed at the
time of Landlord's receipt of a Certificate of Occupancy for said
Lease Space.

15.21.  Registration and Commission Agreement.  See registration
and commission agreement attached hereto and made a part hereof.

 Executed in two or more counterparts on the day and year first
above written.

TENANT:                            LANDLORD:
U.S.A. RADIO NETWORK               PHOENIX MUTUAL LIFE INSURANCE
                                   COMPANY, a Connecticut
                                   corporation

By: /s/ Marlin Maddoux             By: /s/ Richard F. Russell
    ----------------------------         ------------------------
---

Title: /s/ President               Title: Second Vice President
      ---------------------------        -----------------------
          5-18-89




Broker letter from Tenant attached hereto and made a part hereof.

                                /s/ M.M.


                              -10-


<PAGE>


                           EXHIBIT "A"

                 BUILDING RULES AND REGULATIONS

1.   Landlord agrees to furnish Tenant two (2) keys without
     charge.  Additional keys will be furnished at a nominal
     charge.

2.   Tenant will refer all contractors, contractor's
     representatives and installation technicians, rendering any
     service on or to the premises for Tenant, to Landlord for
     Landlord's approval and supervision before performance of
     any contractual service.  This provision shall apply to all
     work performed in the Building including installation of
     telephones, telegraph equipment, electrical devises and
     attachments and installations of any nature effecting
     floors, walls, woodwork, trim, windows, ceilings, equipment
     or any other physical portion of the building.

3.   No tenant shall at any time occupy any part of the Building
     as sleeping or lodging quarters.

4.   Tenant shall not place, install or operate on demised
     premises or in any part of Building, any engine, stove or
     machinery or conduct mechanical operations or cook thereon
     or therein or place or use in or about premises any
     explosives, gasoline, kerosene, oil, acids, caustics or any
     other inflammable, explosive or hazardous material without
     prior written consent of Landlord.

5.   Landlord will not be responsible for lost or stolen personal
     property, equipment, money or jewelry from Tenant's area or
     public rooms regardless of whether such loss occurs when
     area is locked against entry or not.

6.   No birds, fowl or animals shall be brought into or kept in
     or about the building.

7.   Landlord will not permit entrance to Tenants' offices by use
     of pass key controlled by Landlord to any person at any time
     without written permission by Tenant, except employees,
     contractors or service personnel directly supervised or
     employed by Landlord.
8.   None of the entries, passages, doors, hallways or stairways
     shall be blocked or obstructed or any rubbish, litter, trash
     or material of any nature placed, emptied or thrown into
     these areas, or such areas be used at any time except for
     access or egress by Tenant, Tenant's agent, employees or
     invitees.

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

10.  No person shall disturb the occupants of the Building by the
     use of any musical instruments, the making of unseemly
     noises or other unreasonable use.

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

12.  Tenant shall not store any materials, equipment, products,
     etc. outside the leased premises as shown on the plat(s)
     attached hereto.

13.  Tenant shall not erect any sign or other insignia upon any
     part of the Building or other portion of the leased premises
     without the prior written consent of the Landlord.

14.  Tenant shall comply with all local and federal codes and
     ordinances.  In the event of fire or code problems, Tenant
     shall comply with said requirements.

15.  Tenant shall at least on an annual basis have the hearing,
     ventilation, and/or air conditioning system(s) completely
     checked out and repaired if necessary.  Additionally, the
     Tenant shall have the filters on said system(s) changed at
     least on a quarterly basis.

16.  Tenant will provide for his own trash pick-up and removal.

17.  The Landlord reserves the right to rescind any of these
     rules and make such other and further rules and regulations
     as in the judgment of Landlord shall from time to time be
     needed for the safety, protection, care and cleanliness of
     the Building, the operation thereof, the preservation of
     good order therein, and the protection and comfort of its
     Tenants, their agents, employees and invitees, which rules
     when made and notice thereof given to a Tenant shall be
     binding upon Tenant in like manner as if originally herein
     prescribed.  In the event of any conflict, inconsistency, or
     other difference between the terms and provisions of these
     Rules and Regulations, as now or thereafter in effect and
     the terms and provisions of any lease now or hereafter in
     effect between Landlord and any Tenant in the Building,
     Landlord shall have the sole option to relay either on the
     term or provision in such lease or such Rules and
     Regulations.



<PAGE>



                            EXHIBIT B

                     LEASEHOLD IMPROVEMENTS

Attached and made part of the Lease Agreement between Phoenix
Mutual Life Insurance Company and U.S.A. Radio Network dated May
3, 1989.

Landlord agrees to provide Tenant with a Leasehold Improvements
Allowance up to $150,000.00 (One Hundred Fifty Thousand and
no/100 dollars) for any expenses, including but not limited to,
the design and construction of Leasehold Improvements to the
Lease Space referenced in Section 1.04. of the Lease.  Any costs
or expenses that exceed the Leasehold Improvement Allowance shall
be paid by the Tenant.  All phases of the planning and
construction of the above referenced Leasehold Improvements shall
be coordinated by the Landlord.

                Plans for Leasehold Improvements

a.  Preparation.  Tenant shall cooperate with Landlord's
architect (including attending meetings as the architect deems
necessary) in the preparation of plans ("Plans") for the
Leasehold Improvements which shall include but not be limited to
Location of doors, partitioning, reflected ceiling, electrical
fixtures, outlets and switches, telephone outlets, plumbing
fixtures, extraordinary floor loads and other special
requirements.

b.  Approval.  Within ten (10) business days after receiving the
proposed Plans from Landlord, Tenant shall either approve or
disapprove them in writing.  The date of Tenant's approval shall
be deemed to be the Plan Approval Date.  Tenant's failure to do
so shall be deemed disapproval.  In the event of a disapproval,
Tenant shall be liable for any delay and increased cost incurred
in completing the Leasehold Improvements.

c.  Working Drawings.  After Tenant approves the Plans, Landlord
shall have prepared by its architect or engineer working drawings
from the Leasehold Improvements.

d.  Regulations.  The Plans shall not be in conflict with any
applicable building codes or other governmental regulations or
with insurance regulations.  The Plans and working drawings shall
be in a form satisfactory to the governmental entities which will
issue permits necessary for construction.


<PAGE>


                            EXHIBIT C

                          RENT SCHEDULE

Attached and made part of the Lease Agreement between Phoenix
Mutual Life Insurance Company and U.S.A. Radio Network dated May
3, 1989.

The Base Rent shall be:

     Months 1 -  4    ...................    $4,375.00 per Month
     Months 5 - 12    ...................    $8,750.00 per Month
     Months 13 - 24   ...................    $9,062.50 per Month
     Months 25 - 36   ...................    $9,375.00 per Month
     Months 37 - 48   ....................   $9,687.50 per Month
     Months 49 - 60   ...................   $10,000.50 per Month

Gross Base Rent for the term of the lease  ...........$545,000.00


<PAGE>


                            EXHIBIT D

Attached and made part of the Lease Agreement between Phoenix
Mutual Life Insurance Company and U.S.A. Radio Network dated May
3, 1989.











                  [DIAGRAM OF LEASED PREMISES]





<PAGE>



USA                                                  May 19, 1989
Radio Network


Phoenix Mutual Life Insuance Company
One American Row
Hartford, Connecticut  06115

Gentlemen:

The Undersigned hereby appoints Rubenstein-Hay Commercial
Realtors, Inc./William G. Jones to continue in it's role as our
Exclusive Agent and to represent U.S.A. RADIO NETWORK and/or
INTERNATIONAL CHRISTIAN MEDIA in the expansion and/or renewal of
the Lease Agreement between Phoenix Mutual Life Insurance Company
as Landlord and U.S.A. Radio Network/International Christian
Media as Tenant.

This letter shall be incorporated into our Lease Agreement as a
term and condition thereof.


                                   Sincerely,

                                   /s/ Marlin Maddoux

                                   Marlin Maddoux
                                   President