STANDARD COMMERCIAL LEASE

                         ARTICLE 1.00 BASIC LEASE TERMS

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

WHITEHALL - MIDWAY PARK NORTH, LTD.         ("Lessor")

ALLSTAR SYSTEMS, INC                        ("Lessee")


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

8,960                                                  (Approximate square feet)

MIDWAY PARK NORTH                                  (Name of building or project)

15960 MIDWAY ROAD                                  (Street address/suite number)

ADDISON, TEXAS 75001                                 (City, State, and Zip Code)


1.03 Term. Subject to and upon the conditions set forth herein, the term of this
Lease shall commence JULY 15, 2000 (the  "commencement  date") (the  "completion
date",  which Lessor shall use its best efforts to establish as JULY 15, 2000 ),
and shall terminate JULY 31, 2003.


1.04 Base Rent and Security Deposit.  Base rent is $8,960.00 per month. Security
deposit is waived.


1.05 Addresses.

LESSOR                                  LESSEE


WHITEHALL-MIDWAY PARK NORTH, LTD.       ALLSTAR SYSTEMS, INC.
P O BOX 795245                          6401 SOUTHWEST FREEWAY
DALLAS, TEXAS 75379                     HOUSTON, TEXAS 77074



1.06  Permitted Use.                    GENERAL OFFICE AND STORAGE



ARTICLE 2.00  RENT

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

2.02  Operating  Expenses.  In the event  Lessor's  operating  expenses  for the
building  and/or project of which the leased  premises are a part shall,  in any
calendar year during the term of this Lease,  exceed the sum of $ 2000 BASE YEAR
per square foot, Lessee agrees to pay as additional rent Lessee's pro rata share
of such  excess  operating  expenses.  Lessor may  invoice  Lessee  monthly  for
Lessee's pro rata share of the  estimated  operating  expenses for each calendar
year, which amount shall be adjusted each year based upon anticipated  operating
expenses.  Within nine months following the close of each calendar year,  Lessor
shall provide Lessee an accounting showing in reasonable detail all computations
of additional rent due under this section. In the event the accounting show that
the  total  of the  monthly  payments  made by  Lessee  exceeds  the  amount  of
additional  rent due by Lessee  under  this  section,  the  accounting  shall be
accompanied by a refund. In the event the accounting shows that the total of the
monthly  payments made by Lessee is less than the amount of additional  rent due
by Lessee under this section, the account shall be accompanied by an invoice for
the additional rent.  Notwithstanding  any other provision in this Lease, during
the year in which the Lease terminates,  Lessor,  prior to the termination date,
shall  have the  option to invoice  Lessee  for  Lessee's  pro rata share of the
excess operating expenses based upon the previous year's operating expenses.  If
this Lease shall  terminate on a day other than the last day of a calendar year,
the amount of any  additional  rent payable by Lessee  applicable to the year in
which such  termination  shall  occur  shall be  prorated  on the ratio that the
number of days from the commencement of the calendar year to and including their
termination  date bears to 365.  Lessee  shall have the right at its own expense
and within a reasonable time, to audit Lessor's books relevant to the additional
rent payable under this section.  Lessee agrees to pay any  additional  rent due
under  this  section  within  ten  days  following  receipt  of the  invoice  or
accounting showing additional rent due. Notwithstanding anything to the contrary
herein,  Lessor's  right to recover  increases in  controllable  expenses  being
expenses  other than taxes,  insurance,  and utilities  shall be limited to five
percent (5%) per annum on a cumulative  basis.  There shall be no  limitation on
taxes, insurance, and utilities.

2.03 Definition of Operating  Expenses.  The term "operating  expenses" includes
all reasonable  expenses  incurred by Lessor with respect to the maintenance and
operation  of the building of which the leased  premises are a part,  including,
but not limited to, the following:  maintenance,  repair and replacement  costs;
security;  management  fees,  wages and benefits  payable to employees of Lessor
whose duties are directly  connected  with the operation and  maintenance of the
building; all services,  utilities,  supplies, repairs,  replacements,  or other
expenses for maintaining  and operating the common parking and plaza areas;  the
cost,  including  interest,  amortized  over its  useful  life,  of any  capital
improvement made to the building by Lessor after the date of this Lease which is
required under any governmental law or regulation that was not applicable to the
building at the time it was constructed; the cost, including interest, amortized
over its useful life, of  installation  of any device or other  equipment  which
improves the operating  efficiency of any system within the leased  premises and
thereby reduces operating expenses;  all other expenses which would generally be
regarded  as  operating  and  maintenance  expenses  which would  reasonably  be
amortized  over a period not to exceed five years;  all real property  taxes and
installments of special assessments,  including dues and assessments by means of
deed restrictions and/or owners'  associations which accrue against the building
of which the leased  premises are a part during the term of this Lease;  and all
insurance  premiums  Lessor  is  required  to pay or  deems  necessary  to  pay,
including public  liability  insurance,  with respect to the building.  The term
operating expenses does not include the following: repairs, restoration or other
work  occasioned  by fire,  wind,  the  elements or other  casualty;  income and
franchise  taxes of Lessor;  expenses  incurred  in leasing to or  procuring  of
lessees,  leasing  commissions,   advertising  expenses  and  expenses  for  the
renovating  of space for new  lessees;  interest  or  principal  payments on any
mortgage or other  indebtedness of Lessor;  compensation paid to any employee of
Lessor  above the grade of  property  manager;  any  depreciation  allowance  or
expense; or operating expenses which are the responsibility of Lessee.

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

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

2.06  Security  Deposit.  The security  deposit set forth above shall be held by
Lessor for the  performance  of Lessee's  covenants and  obligations  under this
Lease, it being expressly understood that the deposit shall not be considered an
advance  payment of rental or a measure of Lessor's damage in case of default by
Lessee.  Upon the  occurrence  of any  event of  default  by Lessee or breach by
Lessee of Lessee's  covenants  under this Lease,  Lessor may, from time to time,
without  prejudice to any other remedy,  use the security  deposit to the extent
necessary  to make good any arrears of rent,  or to repair any damage or injury,
or pay any expense or  liability  incurred by Lessor as a result of the event of
default or breach of covenant, and any remaining balance of the security deposit
shall be  returned by Lessor to Lessee upon  termination  of this Lease.  If any
portion of the  security  deposit is so used or applied,  Lessee  shall upon ten
days written notice from Lessor,  deposit with Lessor by cash or cashier's check
an amount  sufficient  to restore the security  deposit to its original  amount.
Lessor  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. No interest shall be paid on the security deposit.

2.07 Holding Over.  Lessee shall vacate the leased  premises upon the expiration
of the Lease Term or earlier  termination of this Lease.  Lessee shall reimburse
Lessor for and  indemnify  Lessor  against all  damages  incurred by Lessor as a
result of any delay by Lessee in vacating  the leased  premises.  If Lessee does
not vacate the leased  premises upon the expiration of the Lease Term or earlier
termination of the Lease,  Lessee's  occupancy of the leased premises shall be a
"month to month"  tenancy,  subject  to all the terms of Lease  applicable  to a
month to month tenancy, except that Lessee shall pay Lessor as Base Rent for the
period of such  holdover an amount equal to one and one half times the Base Rent
which would have been payable by Lessee had the  holdover  period been a part of
the  original  term of this Lease.  No holding  over by Lessee,  whether with or
without the consent of Lessor shall operate to extend the term of this Lease.

2.08  Good  Funds  Payments.  If,  for any  reason  whatsoever,  any two or more
payments by check from  Lessee to Lessor for rent are  dishonored  and  returned
unpaid, thereafter,  Lessor may, at Lessor's sole option, upon written notice to
Lessee,  require that all future  payments of rent for the remaining term of the
Lease  shall be made by cash,  cashier's  check,  or  money  order  and that the
delivery  of  Lessee's  personal or  corporate  check will no longer  constitute
payment of rent as provided in this Lease. Any acceptance by Lessor of a payment
for rent by Lessee's  personal  check  thereafter  shall not be  construed  as a
waiver of Lessor's  right to insist  upon  payment by good funds as set forth in
this section 2.08. Furthermore,  if three consecutive monthly rental payments or
any five  monthly  rental  payments  during  the Lease  Term (or any  renewal or
extension  thereof) are not received by Lessor on or before the tenth day of the
month for which such rent was due, the Base Rent hereunder  shall  automatically
become due and payable by Lessee in advance in quarterly  installments  equal to
three  months' Base Rent each.  The first of such  quarterly  Base Rent payments
shall be due an payable on the first day of the next  succeeding  calendar month
and on the first day of every third calendar month thereafter. This remedy shall
be cumulative  of any other  remedies of Lessor under this Lease for non payment
of Rent.

ARTICLE 3.00  OCCUPANCY AND USE

3.01 Use. Lessee warrants and represent to Lessor that the leased premises shall
be used and occupied only for the purpose as set forth in section  1.06.  Lessee
shall occupy the leased  premises,  conduct its business and control its agents,
employees,  invitees and visitors in such a manner as is lawful,  reputable  and
will not create a nuisance.  Lessee shall not permit any  operation  which emits
any odor or matter which intrudes into other  portions of the building,  use any
apparatus or machine which makes undue noise or causes  vibration in any portion
of the building or otherwise  interfere with,  annoy or disturb any other lessee
in its normal  business  operations or Lessor in its management of the building.
Lessee shall  neither  permit any waste on leased  premises nor allow the leased
premises to be used in any way which would,  in the opinion of Lessor,  be extra
hazardous  on account of fire or which would in any way  increase or render void
the fire insurance on the building. If at any time during the term of this Lease
the State Board of  Insurance  or other  insurance  authority  disallows  any of
Lessor's  sprinkler  credits or imposes an  additional  penalty or  surcharge in
Lessor's insurance premiums because of Lessee's original or subsequent placement
or use of  storage  racks or bins,  method of  storage  or  nature  of  Lessee's
inventory or any other act of Lessee,  Lessee agrees to pay as  additional  rent
the increase (between fire walls) in Lessor's insurance premiums.

3.02 Signs.  (A) Lessee shall not,  without  Lessor's prior written  consent (a)
make any  changes  to or paint the store  front;  or (b)  install  any  exterior
lighting, decorations or paintings; or (c) erect or install any signs, window or
door lettering, placards, decorations or advertising media of any type which can
be viewed from the exterior of the Demised Premises. All signs,  decorations and
advertising media shall conform in all respects to the sign criteria established
by  Lessor  for the  Building  from  time to time in the  exercise  of its  sole
discretion,  and shall be subject to the prior written  approval of Lessor as to
construction,  method of  attachment,  size,  shape,  height,  color and general
appearance.  All signs  shall be kept in good  condition  at all  times.  Lessor
reserves  the right to  designate a uniform  type of sign for the Building to be
installed and paid for by Lessee.

     (B) Lessee agrees to have erected and/or installed within seven (7) days of
the  Commencement  Date of this Lease all signs in accordance with Lessor's sign
criteria.  The Lessee, upon vacation of the Demised Premises,  or the removal or
alteration  of its sign for any  reason,  shall be  responsible  for the repair,
painting,  and/or  replacement  of the building  fascia  surface where signs are
attached.


3.03 Compliance with Laws, Rules, and Regulations. Lessee, at Lessee's sole cost
and  expense,  shall  comply  with all  laws,  ordinances,  orders,  rules,  and
regulations  of state,  federal,  municipal or other  agencies or bodies  having
jurisdiction  over use,  condition and occupancy of the leased premises.  Lessee
will comply with the rules and  regulations  of the  building  adopted by Lessor
which are set forth on a schedule attached to this Lease.  Lessor shall have the
right at all  times to  change  and  amend  the  rules  and  regulations  in any
reasonable manner as may be deemed advisable for the safety, care,  cleanliness,
preservation  of good order and  operation  or use of the building or the leased
premises.  All  changes  and  amendments  to the  rules and  regulations  of the
building  will be sent by Lessor to Lessee in writing  and shall  thereafter  be
carried out and  observed by Lessee.  Notwithstanding  anything to the  contrary
herein to the  extent  that  Lessor is  advised  in  writing  by a  governmental
authority that changes need to be made to the exterior of the building to comply
with the American  with  Disabilities  Act,  then Lessor shall proceed with such
changes at its sole cost and expense.

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

3.05 Inspection. Lessor or its authorized agents shall at any and all reasonable
times with prior notice,  except in the case of an emergency,  have the right to
enter the leased premises to inspect the same, to supply  janitorial  service or
any other  service to be  provided  by Lessor,  to show the leased  premises  to
prospective  purchasers or lessees,  and to alter,  improve or repair the leased
premises or any other  portion of the  building.  Lessee hereby waives any claim
for  damages  for  injury or  inconvenience  to or  interference  with  Lessee's
business,  any loss of  occupancy or use of the leased  premises,  and any other
loss  occasioned  thereby.  Lessor shall at all times have and retain a key with
which to unlock all of the doors in, upon and about the leased premises.  Lessee
shall not change  Lessor's  lock system or in any other manner  prohibit  Lessor
from  entering the leased  premises.  Lessor shall have the right to use any and
all means which Lessor may deem proper to open any door in an emergency  without
liability therefor.

3.06  Exemptions  from  Liability.  Lessor 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 Lessee, Lessee's employees, invitees, customers
or any other  person in or about the leased  premises,  whether  such  damage or
injury is caused by 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 leased  premises or
upon other  portions of any building of which the leased  premises 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 leased  premises is a part.  Except for Lessor's gross
negligence, Lessor 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 Lessee.  Notwithstanding  Lessor's negligence or breach of this Lease, Lessor
shall under no  circumstances  be liable for injury to Lessee's  business or for
any loss of income or profit therefrom.

ARTICLE 4.00  UTILITIES AND SERVICE

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

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

ARTICLE 5.00  REPAIRS AND MAINTENANCE

5.01  Property  Condition.  Except as otherwise  provided in this Lease,  Lessee
acknowledges that it has carefully  inspected the Premises and that each portion
thereof is in good  condition  and Lessee  hereby  accepts the premises in their
condition  existing  as of the Lease  commencement  date or the date that Lessee
takes  possession  of  the  Premises,  whichever  is  earlier,  subject  to  all
applicable zoning, municipal,  county and state laws, ordinances and regulations
governing  and  regulating  the  use of  the  Premises,  and  any  covenants  or
restrictions of record and accepts this Lease subject thereto and to all matters
disclosed thereby and by any exhibits attached hereto.  Lessee acknowledges that
neither Lessor nor Lessor's agent has made any  representation or warranty as to
the present or future  suitability  of the  Premises for the conduct of Lessee's
business.

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

5.03 Lessee  Repairs.  Lessee  shall,  at its sole cost and  expense,  maintain,
repair and  replace  all other  parts of the leased  premises in good repair and
condition,   including,  but  not  limited  to,  heating,  ventilating  and  air
conditioning systems, down spouts, fire sprinkler system, dock bumpers, interior
pest  control  and  extermination.  Lessee  shall  repair and pay for any damage
caused by any act or omission of Lessee or Lessee's agents, employees, invitees,
licensees or visitors. If the leased premises are in a multi-occupancy  building
or project,  Lessor  reserves  the right to perform,  on behalf of Lessee,  lawn
maintenance,  painting,  trash pick-up and removal; Lessee agrees to pay Lessor,
as additional rent,  Lessee's pro rata share of the cost of such services within
ten days from  receipt of  Lessor's  invoice,  or Lessor may by monthly  invoice
direct Lessee to prepay the estimated  costs for the current  calendar year, and
such amount  shall be adjusted  annually.  If the leased  premises are served by
rail,  Lessee  agrees,  if  requested  by the  railroad,  to enter  into a joint
maintenance  agreement with the railroad and bear its pro rata share of the cost
of  maintaining  the  railroad  spur.  If Lessee  fails to make the  repairs  or
replacements  promptly as required herein,  Lessor may, at its option,  make the
repairs and replacements and the cost of such repairs and replacements  shall be
charged to Lessee as additional  rent and shall become due and payable by Lessee
within ten days from  receipt of Lessor's  invoice.  Costs  incurred  under this
section are the total  responsibility of Lessee and do not constitute  operating
expenses under section 2.02.

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

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

5.06 Maintenance  Contract.  Lessee shall, at its sole cost and expense,  during
the  term  of  this  Lease   maintain   a   regularly   scheduled   preventative
maintenance/service  contract with a maintenance contractor for the servicing of
all hot water,  heating and air  conditioning  systems and equipment  within the
leased  premises.  The  maintenance  contractor and contract must be approved by
Lessor and must include monthly servicing,  replacement of filters,  replacement
or adjustment of drive belts,  periodic lubrication and oil change and any other
services suggested by the equipment manufacturer.

ARTICLE 6.00  ALTERATIONS AND IMPROVEMENTS

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

6.02  Lessee  Improvements.  Lessee  shall  not  make or  allow  to be made  any
alterations  or physical  additions in or to the leased  premises  without first
obtaining the written consent of Lessor, which consent shall not be unreasonably
withheld.  Any  alterations,  physical  additions or  improvements of the leased
premises made by Lessee shall at once become the property of Lessor and shall be
surrendered  to Lessor upon the  termination of this Lease;  provided,  however,
Lessor,  at its option,  may  require  Lessee to remove any  physical  additions
and/or  repair any  alterations  in order to restore the leased  premises to the
condition  existing  at the time Lessee  took  possession,  all costs of removal
and/or  alterations  to be borne by  Lessee.  This  clause  shall  not  apply to
moveable equipment or furniture owned by Lessee,  which may be removed by Lessee
at the end of the term of this  Lease if  Lessee is not then in  default  and if
such  equipment and  furniture are not then subject to any other rights,  liens,
and interest of Lessor.

6.03  Mechanics  Lien.  Lessee will not permit any  mechanic's or  materialman's
lien(s) or other lien to be placed upon the leased  premises or the building and
nothing in this Lease shall be deemed or  construed  in any way as  constituting
the consent or request of Lessor, express or implied, by inference or otherwise,
to any  person  for  the  performance  of any  labor  or the  furnishing  of any
materials to the leased premises,  or any part thereof, nor as giving Lessee any
right,  power,  or  authority  to contract  for or permit the  rendering  of any
services  or the  furnishing  of any  materials  that  would  give  rise  to any
mechanic's,  materialman's  or other lien  against the leased  premises.  In the
event any such lien is attached to the leased premises, then, in addition to any
other right or remedy of Lessor,  Lessor  may,  but shall not be  obligated  to,
obtain the release of or otherwise discharge the same. Any amount paid by Lessor
for any of the aforesaid purposes shall be paid by Lessee to Lessor on demand as
additional rent.

ARTICLE 7.00  CASUALTY AND INSURANCE

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

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

7.03 Property Insurance. Lessor shall at all times during the term of this Lease
maintain a policy or policies  of  insurance,  issued by and  binding  upon some
insurance company,  insuring the building against all perils included within the
classification  of fire and extended  coverage and any other perils which Lessor
deems  necessary  in such amount as Lessor deems  reasonable  in relation to the
age,  location,  type of construction and physical condition of the building and
the availability of such insurance at reasonable rates;  provided,  Lessor shall
not  be  obligated  in  any  way or  manner  to  insure  any  personal  property
(including, but not limited to, any furniture,  machinery, goods or supplies) of
Lessee upon or within the leased premises, any fixtures installed or paid for by
Lessee upon or within the leased premises,  or any improvements which Lessee may
construct on the leased premises.  Lessee shall have no right in or claim to the
proceeds of any policy of insurance maintained by Lessor even though the cost of
such insurance is borne by Lessee as set forth in Article 2.00. Lessee shall, at
Lessee's  expense,   maintain  such  primary  or  additional  insurance  on  its
inventory,  fixtures,  equipment,  and  building  improvements  as Lessee  deems
necessary  to protect  its  interest.  Lessee  shall not do or permit to be done
anything which invalidates any such insurance policies.

7.04 Liability Insurance.  Lessee, at its own expense, shall maintain during the
term of this  Lease a policy or  policies  of  comprehensive  general  liability
insurance,  including  personal  injury and property  damage,  with  contractual
liability endorsement,  in the amount of One Million Dollars ($1,000,000.00) for
property  damage and One Million  Dollars  ($1,000,000.00)  per  occurrence  for
bodily injuries, personal injuries or deaths of person occurring in or about the
Premises.  Said  policies  shall (i) name  Lessor as an  additional  insured and
insure  Lessor's  contingent  liability  under this Lease,  (ii) be issued by an
insurance  company which is  acceptable  to Lessor,  and (iii) provide that said
insurance  shall not be cancelled  unless thirty (30) days prior written  notice
shall have been given to Lessor. Said policy or policies or certificates thereof
shall be  delivered  to Lessor by Lessee  upon  commencement  of the term of the
Lease and upon each renewal of said insurance.

7.05  Waiver  of   Subrogation.   Anything   in  this  Lease  to  the   contrary
notwithstanding,  Lessor and Lessee  hereby  waive and release each other of and
from any and all right of recovery,  claim,  action or cause of action,  against
each other, their agents,  officers, and employees,  for any loss or damage that
may occur to the leased  premises,  improvements  to the  building  of which the
leased premises are a part, or personal property within the building,  by reason
of fire or the elements,  regardless of cause or origin, including negligence of
Lessor or Lessee and their  agents,  officers and  employees.  Lessor and Lessee
agree immediately to give their respective insurance companies which have issued
policies of insurance  covering all risk of direct physical loss, written notice
of the terms of the mutual  waivers  contained in this section,  and to have the
insurance policies properly endorsed, if necessary,  to prevent the invalidation
of the insurance coverages by reason of the mutual waivers.

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

ARTICLE 8.00  CONDEMNATION

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

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

ARTICLE 9.00  ASSIGNMENT OR SUBLEASE

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

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

9.03 Conditions of Assignment.  If Lessee desires to assign or sublet all or any
part of the leased  premises,  it shall so notify Lessor at least thirty days in
advance of the date on which Lessee desires to make such assignment or sublease.
Lessee shall provide  Lessor with a copy of the proposed  assignment or sublease
and such information as Lessor might request  concerning the proposed  sublessee
or assignee  to allow  Lessor to make  informed  judgments  as to the  financial
condition,  reputation,  operations  and general  desirability  of the  proposed
sublessee or assignee.  Within five (5) days after Lessor's  receipt of Lessee's
proposed  assignment  of sublease and all required  information  concerning  the
proposed  sublessee or assignee,  Lessor shall have the following  options:  (1)
cancel this Lease as to the leased  premises or portion  thereof  proposed to be
assigned or sublet; (2) consent to the proposed assignment or sublease,  and, if
the rent due and payable by any assignee or sublessee  under any such  permitted
assignment  or  sublease  (or a  combination  of the  rent  payable  under  such
assignment or sublease plus any bonus or any other  consideration or any payment
incident  thereto)  exceeds  the rent  payable  under this Lease for such space,
Lessee shall pay to Lessor all such excess rent and other  excess  consideration
within ten days following  receipt thereof by Lessee: or (3) refuse, in its sole
and absolute  discretion and judgment,  to consent to the proposed assignment or
sublease; Lessor will give Lessee written notice of refusal within ten (10) days
after receipt of all documentation.  Upon the occurrence of an event of default,
if all or any part of the leased premises are then assigned or sublet, Lessor in
addition to any other  remedies  provided by this Lease or provided by law, may,
at its  option,  collect  directly  from the  assignee  or  sublessee  all rents
becoming due to Lessee by reason of the assignment or sublease, and Lessor shall
have a security  interest  in all  properties  on the leased  premises to secure
payment of such sums.  Any  collection  directly by Lessor from the  assignee or
sublessee shall not be construed to constitute a novation or a release of Lessee
or any guarantor  from the further  performance  of its  obligations  under this
Lease.

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

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

9.06 Lessee's  Financial  Condition.  Within ten (10) days after written request
from Lessor,  Lessee shall  deliver to Lessor such  financial  statements as are
reasonably  required  by  Lessor  to  verify  the net  worth of  Lessee,  or any
assignee, or guarantor of Lessee. In addition Lessor shall deliver to any lender
designated  by  Lessor  any  financial  statements  required  by such  lender to
facilitate  the  financing  or  refinancing  of  the  leased  premises.   Lessee
represents and warrants to Lessor that each such financial  statement is a true,
complete, 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 10.00  LIENS

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

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

ARTICLE 11.00  DEFAULT AND REMEDIES

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

11.02 Remedies for Lessee's Default. Upon the occurrence of any event of default
set forth in this Lease,  Lessor shall have the option to pursue any one or more
of the following remedies without any notice or demand whatsoever:

     (a) Lessor may terminate  this Lease.  If Lessor  elects to terminate  this
Lease, then Lessee shall immediately surrender the leased premises to Lessor and
shall be  liable  for and  shall  pay to  Lessor  the sum of all rent and  other
indebtedness accrued to the date of such termination plus, as damages, an amount
equal to the total of (i) the cost of recovering the leased  premises,  (ii) the
cost of removing and storing  Lessee's  and other  occupants'  property  located
therein,  (iii) the cost of reletting the leased premises, or a portion thereof,
whether  or  not  accomplished  in  one  or  more  phases  (including,   without
limitation,  brokerage  commissions),  (iv)  the cost of  decorations,  repairs,
changes,  alterations,  and  additions to the leased  premises,  (v) the cost of
collecting such amounts from Lessee hereunder,  and (vi) any other sums of money
or  damages  that may be owed to Lessor as the  result of a default by Lessee or
the exercise of Lessor's rights at law or in equity.

     (b)  Lessor may  terminate  Lessee's  rights to occupy the leased  premises
without  terminating this Lease. If Lessor elects to terminate Lessee's right to
occupy the leased  premises,  Lessee shall remain  liable for the payment of the
total rent due under this Lease for the remainder of the term of this Lease.  In
addition,  Lessee  shall be liable  for and shall pay to Lessor,  on demand,  an
amount equal to the costs  described in subsection  11.02(a)  above.  Lessor may
file suit to recover any sums  falling  due under the terms  hereof from time to
time,  and no  delivery  to or recovery by Lessor of any portion of the sums due
Lessor  hereunder  shall be a defense in any  action to  recover  any amount not
theretofore reduced to judgment and/or collected by Lessor.  Lessor shall not be
obligated to relet the leased  premises  before  leasing  other  portions of the
building,  it being the intent of the parties that Lessee shall not be placed in
a preferential  position by reason of Lessee's own default. Any sums received by
Lessor through reletting shall reduce the sums owing by Lessee hereunder, but in
no event  shall  Lessee  be  entitled  to any  excess  of any sums  obtained  by
reletting over and above the rent to be paid by Lessee under this Lease.  In the
alternative, Lessor may elect to immediately recover, as damages, a sum equal to
the difference between (i) the total rent due under this Lease for the remainder
of the  Lease  term and (ii) the then fair  market  rental  value of the  leased
premises during such period, discounted to present value at a rate determined by
Lessor, in its sole discretion ("Discounted Future Rent"). In such event, Lessor
shall have no responsibility  whatsoever to attempt to relet the leased premises
or to apply any rentals  received by Lessor as a result of any such reletting to
Lessee's obligations  hereunder;  and the aggregate amount of all damages due to
Lessor,  including the  Discounted  Future Rent,  shall be  immediately  due and
payable to Lessor upon demand.

     (c) Lessor may enter upon the leased  premises  and do  whatever  Lessee is
obligated to do under the terms of this Lease without  terminating this Lease or
terminating Lessee's right to occupy the leased premises.  In such event, Lessee
shall  reimburse  Lessor on demand for any  expenses  which  Lessor may incur in
affecting  compliance  with Lessee's  obligations  under this Lease,  and Lessor
shall not be liable for any damages resulting to Lessee from such action.

     (d) Lessor may exercise  all of the remedies  available to Lessor at law or
in equity, including, without limitation, injunctive relief of all varieties.

The  provisions of this Section 11.02 shall be enforceable to the maximum extent
not  prohibited  by  applicable  law,  and the  unenforceability  of any portion
thereof shall not thereby  render  unenforceable  any other  portion.  No act or
thing done by Lessor or its  agents  during the Lease term shall be deemed to be
an acceptance of an attempted surrender of the leased premises, and no agreement
to accept the  surrender  of the leased  premises  shall be valid unless made in
writing and signed by Lessor.  No re-entry  or taking  possession  of the leased
premises by Lessor  (including  a  termination  of Lessee's  right to occupy the
leased  premises or a reletting  subsequent to such election) shall be construed
as an election on Lessor's part to terminate  this Lease unless a written notice
of such  termination is given to Lessee.  The failure of Lessor to insist at any
time upon the strict  performance  of any  covenant  or  agreement  herein or to
exercise any option,  right,  power, or remedy contained in this Lease shall not
be construed as a waiver or a relinquishment  thereof for the future. No payment
by Lessee or receipt by Lessor of a lesser amount than the amount then due under
this  Lease  shall  be  deemed  to be  other  than on  account  of the  earliest
obligation of Lessee due  hereunder,  nor shall  endorsement or statement on any
check or any  letter  accompanying  any check or payment be deemed an accord and
satisfaction.  Lessor may accept any such check or payment without  prejudice to
Lessor's right to recover the balance of such obligation of Lessee or pursue any
other  remedy  provided in this  Lease.  All rights,  privileges,  and  remedies
afforded  Lessor by this  Lease or by law shall be  deemed  cumulative,  and the
exercise of any one of such rights,  privileges, or remedies shall not be deemed
to be a waiver of any other right,  privilege,  or remedy provided for herein or
granted by law or in  equity,  except as may  otherwise  be  expressly  provided
pursuant to the terms of this Lease.  In the event  Lessor  elects to  terminate
this Lease or terminate  Lessee's  right to occupy the leased  premises  after a
default by Lessee,  Lessor may,  without  prejudice  to any other  remedy  which
Lessor  may  have,  expel or  remove  Lessee  and any  other  person  who may be
occupying  the leased  premises or any part  thereof.  In  addition,  Lessor may
change or alter the locks and other security  devices on the doors to the leased
premises;  and Lessee hereby  waives,  to the fullest extent allowed by law, any
requirement that notice be posted on the leased premises as to the location of a
key to such new locks and any right to obtain such a key. In addition, to all of
the remedies set forth  herein,  Lessor  shall,  if  applicable,  be entitled to
receive  a cash  payment  from  Lessee  on  demand  in an  amount  equal  to all
"Reimbursable  Costs" (as defined below) which have not yet vested in Lessee and
to terminate any remaining  Lease  concessions  which have not yet accrued under
this Lease. As used herein, the term  "Reimbursable  Costs" shall mean the total
of (i) the difference between the average rent payable by Lessee over the entire
term of this Lease and the rate of rent payable by Lessee from the  commencement
date to the date of default and (ii) the aggregate  dollar amount which had been
paid by Lessor in connection  with this Lease,  including,  without  limitation,
amounts  reimbursed  to Lessee or paid on behalf of Lessee  under this Lease and
any  brokerage  commission  paid or  payable  by Lessor in  connection  with the
execution of this Lease.  Because the Reimbursable Costs were incurred by Lessor
in reliance upon  Lessee's  fully  performing  Lessee's  obligations  under this
Lease, Lessee hereby acknowledges that Lessor will be damaged, upon a default by
Lessee,  in an amount equal to the  aggregate  dollar value of the  Reimbursable
Costs which have not yet vested in Lessee.  Lessee shall vest as to Reimbursable
Costs on a pro rata  basis for each  calendar  month  during  the Lease term for
which Lessee has paid rent and is not otherwise in default hereunder. No vesting
shall occur with  respect to any month for which Lessee has not paid rent or for
which Lessee is otherwise in default hereunder.

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

ARTICLE 12.00  RELOCATION

INTENTIONALLY DELETED

ARTICLE 13.00  DEFINITIONS

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

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

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

13.04 Delay in Possession.  Notwithstanding  said commencement  date, if for any
reason Lessor cannot deliver  possession of the Premises to Lessee on said date,
Lessor shall not be subject to any  liability  therefor,  nor shall such failure
affect the  validity of this Lease or the  obligations  of Lessee  hereunder  or
extend the term  hereof,  but in such case Lessee  shall not be obligated to pay
rent or perform any other  obligation  of Lessee  under the terms of this Lease,
except as may be  otherwise  provided in this  Lease,  until  possession  of the
Premises is tendered to Lessee provided  however,  that if Lessor shall not have
delivered  possession  of the Premises  within one hundred and twenty (120) days
from said commencement date, Lessee may at Lessee's option, by notice in writing
to Lessor within ten (10) days thereafter,  cancel this Lease in which event the
parties shall be discharged from all obligations  hereunder;  provided  further,
however,  that if such written notice of Lessee is not received by Lessor within
said ten (10) day period,  Lessee's right to cancel this Lease  hereunder  shall
terminate and be of no further force or effect.

13.05 Early  Possession.  Notwithstanding  the commencement  date of this Lease,
Lessee  shall  have the right to occupy the space from  completion  of  Lessor's
work. If Lessee  occupies the Premises  prior to said  commencement  date,  such
occupancy  shall be subject to all provisions of this Lease,  and such occupancy
shall not advance the termination date. Unless provided otherwise herein, Lessee
shall pay base rent and all other charges specified in this Lease for the period
of occupancy.

13.06  Completion  Date.  "Completion  date"  shall  be the  date on  which  the
improvements  erected and to erected  upon the leased  premises  shall have been
"substantially  completed"  in  accordance  with the  plans  and  specifications
described in Article 6.00. The completion date shall constitute the commencement
of the term of this Lease for all  purposes,  whether or not Lessee has actually
taken possession.  Lessor shall use its best efforts to establish the completion
date as the date set forth in section 1.03.  In the event that the  improvements
have not in fact been  completed as of that date,  Lessee shall notify Lessor in
writing of its objections. Lessor shall have a reasonable time after delivery of
the notice in which to take such corrective action as may be necessary and shall
notify  Lessee in writing as soon as it deems  such  corrective  action has been
completed  and the  improvements  are ready for  occupancy.  Upon  completion of
construction,  Lessee  shall  deliver  to Lessor a letter  accepting  the leased
premises as  suitable  for the  purposes  for which they are let and the date of
such letter shall constitute the commencement of the term of this Lease. Whether
or not Lessee has executed such letter of acceptance,  taking  possession of the
leased  premises by Lessee  shall be deemed to establish  conclusively  that the
improvements   have   been   completed   in   accordance   with  the  plans  and
specifications,  are suitable for the purposes for which the leased premises are
let, and that the leased premises are in good and  satisfactory  condition as of
the date possession was so taken by Lessee,  except for latent defects,  if any.
As used herein, the term "substantially  completed" shall mean such improvements
have been  completed in  accordance  with the Plans and  Specifications  and the
Premises are in good  condition,  subject only to completion of minor punch list
items. A certificate by Lessor's  architect that the work has been substantially
completed shall be final and binding upon the Lessor and Lessee.

13.07 Square Feet. "Square feet" or "square foot" as used in this Lease includes
the area  contained  within  the leased  premises  together  with a common  area
percentage  factor of the leased  premises  proportionate  to the total building
area.  Lessee hereby  acknowledges  that it has  carefully  inspected the leased
premises in the  building  forming the subject of the Lease and agrees that said
leased  premises  comprise  approximately  the square  footage in section  1.02.
Should it ever be  determined  that the  building is larger or smaller than said
square footage,  neither party shall have any right, claim or action against the
other by reason of that fact.

ARTICLE 14.00  ENVIRONMENTAL REPRESENTATIONS AND INDEMNITY

14.01  Hazardous Materials.

A.   Hazardous Material Upon Premises Prohibited.

     Lessee  shall not cause or permit any  Hazardous  Material  (as  defined in
Paragraph 14.01) to be released,  brought upon,  stored,  produced,  disposed or
used upon,  about or beneath  the  Premises by Lessee,  its  agents,  employees,
contractors or invitees.

B.   Indemnification of Lessor for Environmental Damages.

     Lessee shall  indemnify,  defend and hold Lessor  harmless from and against
any and all Environmental  Damages which arise from (1) the presence upon, about
or beneath the Premises of any "Hazardous  Materials" (as defined in this Lease)
or of any chemical substance requiring  remediation under any federal,  state or
local statute, regulation,  ordinance or policy; or (2) the breach of any of the
provisions of this Lease. For the purpose of this Lease, "Environmental Damages"
shall  mean  (a)  All  claims,  judgments,  damages,  penalties,  fines,  costs,
liabilities and losses (including,  without limitation,  diminutive in the value
of the Premises, damages for the loss of or restriction on use of rentable space
or any amenity of the Premises and from any service  rentable or usable space or
of any amenity of the Premises and from any adverse impact on Lessor's marketing
of  space);  (b) All sums  paid  for  settlement  of  claims,  attorney's  fees,
consultant's  fees and expert's  fees;  and (c) All costs  incurred by Lessor in
connection with  investigation of Hazardous  Material (as defined in this Lease)
upon, about or beneath the Premises,  the preparation of any feasibility studies
or  reports  and  the  performance  of any  clean-up,  remediation,  removal  or
governmental agency or political  subdivision  necessary for Lessor to make full
economic use of the Premises,  or otherwise required under this Lease.  Lessee's
obligation under this Section shall survive the expiration of this Lease.

C.   Obligation of Lessee to Remediate Premises.

     Notwithstanding  the obligation of Lessee to indemnify  Lessor  pursuant to
this  Lease,  Lessee  shall,  at its sole cost and  expense,  promptly  take all
actions required by any federal, state or local governmental agency or political
subdivision  or necessary  for Lessor to make full economic use of the Premises,
which  requirements or necessity arise from the presence upon,  about or beneath
the Premises of any  Hazardous  Materials  (as defined in this Lease),  provided
that the introduction of such Hazardous  Materials shall have originated  during
the term of this Lease.  Such actions shall include,  but not be limited to, the
investigation of the environmental condition of the Premises, the preparation of
any  feasibility  studies  or  reports  and  the  performance  of any  clean-up,
remedial,  removal or restoration  work. Lessee shall take all actions necessary
to restore the Premises to the condition  existing prior to the  introduction of
the Hazardous Material upon, about or beneath the Premises,  notwithstanding any
lesser standard of remediation  allowable  under  applicable law or governmental
policies.   Lessee  shall   nevertheless   obtain  Lessor's  approval  prior  to
undertaking any activities required by this Section, which approval shall not be
unreasonably  withheld  so long as such  actions  would not  potentially  have a
material adverse long-term or short-term effect on the Premises. The obligations
of Lessee pursuant to this Section shall not apply to situations where Hazardous
Materials are released, brought upon, stored, produced,  emitted, disposed of or
used upon,  about or beneath  the  Premises at a time or times other than during
the term of this  Lease  except  where its  agents,  employees,  contractors  or
invitees  or as a  result  of the  acts or  omissions  of any  agent,  employee,
contractor or invitee of any permitted sublessee or assignee of Lessee, Lessee's
obligations under this Section shall survive the expiration of this Lease.

D.   "Hazardous Material" Defined.

     "Hazardous  Material"  means any  material  or  substance  (1) defined as a
hazardous  substance  pursuant  to  the  Comprehensive  Environmental  Response,
Compensation  and Liability Act (42 U.S.C.  Section 9601 et seq.) and amendments
thereto and regulations  promulgated  thereunder;  (2) containing gasoline, oil,
diesel fuel or other  petroleum  products;  (3) defined as a  "hazardous  waste"
pursuant  to the  Federal  Resource  Conservation  and  Recovery  Act (42 U.S.C.
Section  9601 et.  seq.) and  amendments  thereto  and  regulations  promulgated
thereunder;  (4)  containing  polychlorinated  biphenyls  (PCB's) (5) containing
asbestos; (6) radioactive;  (7) biological or (8) the presence of which requires
investigation  or  remediation  under  any  federal,   state  or  local  statue,
regulation,  ordinance or policy or which is or becomes  defined as a "hazardous
waste" or  "hazardous  substance"  under  any  federal,  state or local  statue,
regulation  or  ordinance  and  any  toxic  explosive,  corrosive  or  otherwise
hazardous  substance,  material  or waste which is or becomes  regulated  by any
federal, state or local governmental  authority, or which causes a nuisance upon
or waste to the Premises.

ARTICLE 15.00  MISCELLANEOUS

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

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

15.03  Attorney's Fees. In the event either party defaults in the performance of
any of the terms,  covenants,  agreements or conditions  contained in this Lease
and the other party places in the hands of an attorney the enforcement of all or
any part of this  Lease,  the  collection  of any rent due or to  become  due or
recovery of the  possession of the leased  premises,  the non  prevailing  party
agrees to pay the prevailing party's costs of collection,  including  reasonable
attorney's fees for the services of the attorney.

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

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

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

15.07 Notice. All rent and other payments required to be made by Lessee shall be
payable  to Lessor  at the  address  set forth in  section  1.05.  All  payments
required  to be made by  Lessor  to  Lessee  shall be  payable  to Lessee at the
address set forth in section  1.05,  or at any other  address  within the United
States as Lessee may specify from time to time by written notice.  Any notice or
document required or permitted under this Lease shall be in writing and shall be
personally delivered or shall be deemed to be delivered (whether or not actually
received) when deposited in the United States Mail,  postage prepaid,  certified
mail,  return  receipt  requested,  addressed  to the parties at the  respective
addresses set forth in section 1.05.

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

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

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

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

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

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

15.14 The laws of the State of Texas shall govern this Lease.

ARTICLE 16.00  AMENDMENT AND LIMITATION OF WARRANTIES

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

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

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

ARTICLE 17.00  OTHER PROVISIONS

17.01  Lessor will finish out the space on a turn key basis in  accordance  with
plans  and  specifications  mutually  agreed  upon by  Lessor  and  Lessee,  but
substantially in the form of Exhibit A attached hereto. Within seven (7) days of
execution  of this Lease by both  parties,  Lessor and Lessee  shall sign off on
final construction plans and  specifications.  Failure by Lessee to execute such
plans and specifications shall not relieve Lessee from commencing to pay rent on
July 15, 2000.

17.02  Lessor  will  deliver the HVAC units to Lessee in working  condition  and
shall warrant their operation for the first six (6) months of the Lease term.

17.03  Early Termination Election

Lessee may at Lessee's election  terminate this Lease prior to the expiration of
the lease term set forth in Section 1.03,  on July 31, 2002 ("Early  Termination
Date") upon the terms and conditions set forth herein.

(i)       Lessee shall give Lessor  written  notice of its election to terminate
this lease at least One Hundred Eighty (180) days prior to the Early Termination
Date upon which termination shall become effective.

(ii)      No event of  default  by  Lessee or no event  that with  notice or the
passage of time, or both,  would  constitute an event of default by Lessee shall
have occurred on or before the Early Termination Date.

(iii)     Concurrent with the giving of notice under Paragraph 17.03(i),  Lessee
shall pay to Lessor in cash the sum of $26,880.00; and

(iv)      Concurrent with the giving of notice under Paragraph 17.03(i),  Lessee
shall pay to Lessor in cash the amount of the  unamortized  tenant  improvements
and commissions  using an interest factor of ten percent (10%) per annum. By way
of  example  if  the  tenant  improvements  and  commissions  were  $60,000  the
unamortized amount at July 31, would be $22,021.


17.04  Option to Extend Term:  Provided Lessee at the end of the primary term of
this lease not be in default of any term,  condition  or covenant  contained  in
this lease,  Lessee (but not any assignee or subtenant) shall have the right and
option to renew this lease, by written notice  delivered to Lessor no later than
one hundred  eighty (180) days prior to the  expiration of the primary term, for
the  additional  term of two (2) years,  under the same terms,  conditions,  and
covenants contained herein, except:

A.        Lessee shall have no further  renewal options unless granted by Lessor
in writing: and

B.        The rental for the renewal term shall be based on the then  prevailing
rental rates for properties of equivalent  quality,  size, utility and location,
with the length of the lease term, and credit standing of the Lessee herein,  to
be taken into account.

C.        If Lessor and Lessee have not been able to agree on the rental for the
renewal term within thirty (30) days of the exercise of the option, the rent for
the renewal terms shall be determined as follows:

          Within  ten (10) days  after the end of the  thirty  (30) day  period,
Lessor and Lessee shall endeavor in good faith to agree upon a single appraiser.
If Lessor and Lessee are unable to agree upon a single appraiser within said ten
(10) days,  each party,  by written  notice to the other,  given within ten (10)
days after said ten (10) day period, appoint one appraiser. Within ten (10) days
after the two appraisers are appointed, they shall appoint a third appraiser. If
either  Lessor or Lessee fails to appoint its  appraiser  within the  prescribed
time period the single  appraiser  appointed  shall  determine the rental.  Each
party shall bear the cost of the appraiser appointed by it and the parties shall
share equally the cost of the third appraiser.

          The rental  shall be the  average  of the two of the three  appraisals
which are closest in amount and the third appraisal shall be disregarded.

17.05  Lessee shall have the right to place its name and  corporate  logo on the
facia of the  building  subject to all City  ordinances  and  Lessor's  building
standards.

17.06  Lessee  shall be entitled  to twenty  eight (28) non  designated  parking
spaces.  Lessor and Lessee  acknowledge  that Lessor shall have no obligation to
enforce Lessee's right to such parking spaces.


ARTICLE 18.00  SIGNATURES



Signed at DALLAS, this 21st day of  JUNE  , 2000.


LESSOR                                  LESSEE

WHITEHALL - MIDWAY PARK NORTH, LTD.     ALLSTAR SYSTEMS, INC.





By:                                     By:

ROY H. GREENBERG, BOARD MEMBER
RULES AND REGULATIONS



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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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