UNIVERSITY HILL PLAZA LEASE AGREEMENT

                               TABLE OF CONTENTS




ARTICLE                                                                  PAGE

1        EXHIBITS                                                          1
2        LEASED PREMISES AND QUIET ENJOYMENT                               1
3        EFFECTIVE DAY, TERM AND CONSTRUCTION WORK                         1
4        RENEWAL OPTION                                                    2
5        BASIC OPTION                                                      2
6        LATE CHARGES                                                      3
7        CONDUCT OF BUSINESS OF TENANT                                     3
8        PARKING, COMMON AREA AND CHARGE                                   4
9        MAINTENANCE OF LEASE PREMISES                                     6
10       SIGNS, AWNINGS, CANOPIES, FIXTURES ALTERATIONS,
         ROOF AND WALLS                                                    6
11       REAL ESTATE TAX                                                   7
12       PERSONAL PROPERTY TAXES                                           7
13       UTILITIES                                                         7
14       INSURANCE                                                         7
15       RIGHT OF ENTRY                                                    8
16       INDEMNIFICATION                                                   8
17       SUBORDINATION                                                     8
18       DAMAGE AND DESTRUCTION                                            8
19       EMINENT DOMAIN                                                    8
20       ASSIGNMENT AND SUBLETTING                                  
21       LANDLORD'S PERFORMANCE FOR ACCOUNT OF TENANT                      9
22       DEFAULT BY TENANT                                                10
23       DEFAULT BY LANDLORD                                              11
25       APPLICATION OF PAYMENTS RECEIVED FROM TENANT                     11
26       ENVIRONMENTAL ISSUES                                             11
27       NOTICES
28       SALES OF PREMISES BY LANDLORD                                    11
29       ATTORNEY'S FEES                                                  11
30       TITLE OF SHOPPING CENTER                                         11
31       WAIVER                                                           11
32       SHORT FORM OR LEASE RECORDING                                    12
33       SECURITY DEPOSIT                                                 12
34       HOLDING OVER AND SUCCESSORS                                      12
35       BROKERS OR FINDERS                                               12
36       MISCELLANEOUS                                                    12
37       SIGNATURE PAGE                                                   14
38       EXHIBIT E                                                        15
39       EXHIBIT D                                                        16
40       EXHIBIT C                                                        17
41       EXHIBIT B                                                        18
42       EXHIBIT A                                           (TO BE ATTACHED)

<PAGE>

                             SHOPPING CENTER LEASE


This Lease,  made this 14th day of May,  1998,  by and between  University  Hill
Plaza  (hereinafter  called  Landlord),  and All Star Systems Rio Grande Inc., a
Texas corporation (hereinafter called Tenant) cover space in the University Hill
Plaza  Shopping  Center,  located at 3800 N. Mesa, El Paso,  Texas (herein after
called Shopping Center).

         WITNESSETH  THAT,  in   consideration  of  the  rents,   covenants  and
agreements herein set forth, such parties enter into the following agreement:

1.  EXHIBIT:   The  exhibits  listed  below  and  attached  to  this  Lease  are
incorporated herein by reference.

         A.  Exhibit "A" Plot and Floor Plan of the space  demised  hereunder to
Tenant (the  "Premise"),  which  include the legal  description  of the Shopping
Center Tract (the "Total Tract")

         B.       Exhibit "B" Landlord's Sign Criteria.

         C. Exhibit "C" Rules and Regulations applicable to Tenant.

         D.       Exhibit "D" Construction Addendum.

         E.       Exhibit "E" Guarantee.

2. LEASED PREMISES AND QUIET ENJOYMENT:

         A. Leased premised: Landlord hereby leases to Tenant, and Tenant hereby
rents  form  Landlord,  the  space in the  Shopping  Center  Designated  as B-1,
outlined in red on Exhibit "A" (hereinafter called "the Premises"), with a front
width of  approximately  144 feet and a depth of  approximately 70 Feet 6 Inches
feet measured to the center line of all party or common  walls,  to the exterior
face of all  other  walls,  and to the  building  line  where  there is no wall,
containing approximately 10,080 square feet.

         B.  Quiet  Enjoyment:  So long as Tenant is not in  default  hereunder,
Tenant shall have peaceful,  quiet use and possession of the Premises throughout
the term hereof,  subject to all matters of record and to any mortgage,  deed of
trust  or  other   agreement  to  which  this  Lease  is  or  may  hereafter  be
subordinated.

3. EFFECTIVE DATE, TERM AND CONSTRUCTION WORK:

         A. Effective  Date:  The "Effective  Date" of this Lease is the day and
year first above written i.e.,  notwithstanding  the fact that the  Commencement
Date of the Term of this Lease may be a date subsequent to the Effective Date of
this  Lease,  Landlord  and Tenant  intend  that both shall have  vested  rights
immediately  upon the execution of this Lease,  subject,  however,  to the terms
hereof,  and that this Lease  shall be binding and in full force and effect upon
such execution.

         B.  Term:  The Term of this  Lease  shall  be for a period  of TEN (10)
years,  commencing  on the date that the  construction  set forth in Exhibit "D"
Construction  Addendum  is  complete  and the  Premises  is made  available  for
occupancy by the Tenant (the  "Commencement  Date") and ending on ten (10) years
after the date set forth in Exhibit 'D' Construction Addendum.

         C.       Construction Work:

         (1) Landlord's  Work:  Landlord shall  construct,  at its expense,  the
improvements in accordance  with the  Construction  Addendum  attached hereto as
Exhibit  "D" and  Landlord's  Plans  and  Specifications,  as from  time to time
amended.

         (2) Tenant's Work:  Tenant agrees,  prior to the Commencement  Date, at
Tenant's sole cost and expense, to construct the premises in accordance with the
requirements  of Drawings  and  Specifications  with  respect to the work Tenant
intends to perform in the Premises.

4. RENEWAL  OPTION:  That  providing  Tenant has not defaulted in respect to any
provision of this Lease,  Tenant shall have the right to extend the term of this
lease for an additional period of Five (5) years from the expiration of the term
above stated,  provided  however that written notice is given to the Landlord of
such  intenetion to extend the Lease six (6) months prior to the expiration date
above  stated,  and further  provided  that all  provisions  of this Lease shall
continue  in full force and effect  for the  period of such  extension.  Minimum
guaranteed  rental for said additional term of years shall increase no less than
30% more than the  Minimum  Monthly  Rental set forth in  Section 5A hereof,  as
adjusted  pursuant to Section 5A (I) and (ii) hereof  during the previous  Lease
Year.


<PAGE>

5.  BASIC RENTAL:

    A. Minimum Monthly Rental :

     (I) Tenant  shall pay to the  Landlord  as Minimum  Monthly  Rental for the
     Premises the sum of Eight Thousand Four Hundred  Dollars  ($8,400.00 ), per
     month, which sum shall be subject to possible upward adjustment as provided
     in Paragraph 5A (ii) below.  Said Minimum  Monthly  Rental shall be paid in
     advance on the first day of each month of the term, with proration to occur
     for any partial month, if the Commencement  Date is other than on the first
     day of the calendar month. All rentals to be paid by the Tenant to Landlord
     shall be in lawful money of the United  States of America and shall be paid
     without deduction or offset, prior notice or demand, on or before the first
     (1st) day of each and every month during the term hereof, and at such place
     or places as may be designated from time to time by Landlord.

     (ii)  At the end of the  Third  (3rd)  Lease  Year  and  every  Lease  Year
     thereafter,  the Minimum  Monthly  Rental as provided  in  Paragraph  5A(i)
     above,  shall be  adjusted  to reflect  any  increase in the Cost of Living
     during the Lease Year  Period  just ended  based upon the  "Consumer  Price
     Index" for El Paso, Texas area - All items (hereinafter  referred to as the
     "index),  published by the Bureau of Labor Statistices of the United States
     Department of Labor. The Index Number of the first (1st) month of the third
     (3rd)  Lease Year shall be the "Base Index  Number"  and the  corresponding
     Index  Number for the last month of the Lease Year just ended  shall be the
     "Current  Index  Number." The Base Index Number shall be subtraced from the
     Current  Index  Number,  and the result  obtained  shall be  converted to a
     percentage of the Base Index Number. The Minimum Monthly Rental as provided
     in Paragraphs  5A(i) above shall then be increased by such  percentage  and
     the result so  obtained  shall be the new  Minimum  Monthly  Rental for the
     Premises  effective  as of the  first day of the new  period.  In no event,
     however,  shall the Minimum  Monthly  Rental  during the new period be less
     than the Minimum  Monthly  Rental during the immediatly  preceding  period.
     Tenants shall continue payment of the Minimum Monthly Rental rate in effect
     for the expiring  period until notified by Landlord of any increase in such
     Minimum  Monthly  Rental.  Such  notification  shall  include a  memorandum
     showing the  calculation  used by Landlord in  determining  the new Minimum
     Monthly  Rental.  On  the  first  day  of the  calendar  month  immediatley
     succeeding receipt of such notice, Tenant shall commence payment of the new
     Minimum  Monthly  Rental  specified  in the  notice,  and shall also pay to
     Landlord,  with respect to the month(s) already expired,  the excess of the
     required monthly rental as specified in the notice over the monthly amounts
     actually paid by Tenant.

         If publication of the index shall be  discontinued  or  unavailable,  a
comparable  index  published by any branch or  department  of the United  States
Government  shall  be  substitited,  and  such  adjustments  in  the  method  of
computation  shall be made as may be  necessary  to carry out the intent of this
cost-of-living provision.

         The term "Lease Year" as used in this Lease shall mean a period  during
the lease term  commencing  on Jamuary 1 of each year and ending at  midnight on
December  31 next  succeeding,  except  that the first  Lease  Year shall be the
period Commencing on the Commencement Date and ending as midnight on December 31
next succeeding, and the last Lease Year shall end at the end of the lease term.

         C. Additional Rent: Tenant shall pay Landlord  annually,  as additional
rental,  in  accordance  with  Paragraphs 5.  "Tenant's  Share" of the Operating
Expenses as defined in paragraph  8C, real estate  taxes,  utilities,  insurance
premiums and utilities as provided in Paragraphs 11, 13 and 14 respectively.

6. LATE CHARGES:  Tenants  agrees to pay a late charge of 5% of each payment due
hereunder  that is not paid on or  before  ten (10) days of the due date and the
failure  to pay such late  charge  shall  cause this  Lease to be  canceled  and
terminated  at the option of Landlord by written  notice to Tenant or pursue any
and all other remedies available hereunder to Landlord.  Any rental and/or other
payments due hereunder  returned to Landlord  marked  "Insufficient  Funds" will
entitle Landlord to collect an additional 5% of such payment from Tenant and the
failure to pay the same shall  likewise  give  Landlord  the right and option to
cancel and  terminate  this Lease by written  notice to Tenant or pursue any and
all other remedies available hereunder to Landlord.


<PAGE>

7.  CONDUCT OF BUSINESS OF TENANT:

         A. Use of Premises.  The Premises  shall be occupied and used by Tenant
solely for the purpose of conducting therein the business of : Technology sales,
computer service sales and service integration.

         B. Prompt  Occupancy and Use:  Tenant will occupy the Premises upon the
Commencement  Date and thereafter  continuously  operate in 100% of the Premises
during the entire Lease Term,  with a reasonable  staff and Reasonable  Business
Hours. As used herein,  "Reasonable Business Hours" shall mean the hours of 9:00
AM to 5:00 pm Monday through Friday.

         C.  Exclusivity:  During the term of this Lease, and provided Tenant is
not in default in any other of its obligations under this Lease,  Landlord shall
not execute any other leases or provide space within the Shopping  Center to any
other person or entity whose  activities and operations are competitive  with or
are similar to the business of  technology  sales,  computer  service  sales and
service integration.

     C. Conduct of business: Such businesses shall be conducted: (a) in Tenant's
own name or under the name Allstar  Systems Rio Grande , unless  another name is
previously approved in writing by the Landlord;  and (b) in such manner as shall
assure the  transaction  of a maximum volume of business in and at the Premises.
Tenant's store shall be and remain open during reasonable business hours.

     D. Operation by Tenant: Tenant covenants and agrees that it will: not
place or maintain any  merchandise,  vending  machines or other  articles in any
vestibule  or entry of the  Premises or outside  the  Premises;  store  garbage,
trash, rubbish and other refuse in rat-proof and insect-proof  containers inside
the Premises,  and remove the same  frequently  and regularly and if directed by
Landlord,  by such  means and  methods  and at such times and  intervals  as are
designed by Landlord,  all at Tenant's cost; not permit any sound system audible
or  objectionable  advertising  medium visible,  outside the Premises;  keep all
mechanical  equipment  free of vibration and noise and in good working order and
condition;  not commit or permit  waste or a  nuisance  upon the  Premises;  not
permit or cause odors to emanated or be dispelled from the Premises; not solicit
business in the Common Area nor distribute advertising matter to, in or upon any
Common  Area;  not permit the loading or unloading or the parking or standing of
delivery vehicles outside any area designated  therefore,  nor permit any use of
vehicles  which will  interfere  with the use of any Common Area in the Shopping
Center; comply with all laws, recommendations, ordinances, rules and regulations
of governmental,  public, private and other authorities and agencies,  including
those with authority over insurance rates,  with respect to the use or occupancy
of the Premises  regardless of when they became effective;  light all signs each
night of the years for not less than one hour after the Premises  are  permitted
to be closed; not permit any noxious, toxic or corrosive fuel or gas, dust, dirt
or fly ash on the Premises; nor place a load of any floor in the Shopping Center
which  exceeds the floor load per square  foot which such floor was  designed to
carry.

     E. Storage:  Except in emergencies,  Tenant shall have in the Premises only
merchandise which Tenant intends to sell at retail at, in, or from the Premises,
or as used in relation to the permitted use.

     F. Painting,  Decorating,  Displays,  Alterations:  Tenants will not paint,
decorate or change the  architectural  treatment  of any part of the exterior of
the  Premises  nor any part of the  interior of the  Premises  visible  from the
exterior  nor make any  structural  alterations,  additions  or  changes  in the
Premises without Landlord's  written approval thereto,  and will promptly remove
any paint,  decoration,  alteration,  addition or changes  applied or  installed
without the Landlords's  approval or take such other action with respect thereto
as Landlord directs.

     Tenants  will  install  and  maintain  at all  times,  subject to the other
provisions  of this Section F,  merchandise  displays in any show windows of the
Premises;  the arrangement,  style,  color and general appearance thereof and of
displays in the  interior of the Premises  which are visible from the  exterior,
including,  but not limited to, window  displays,  advertising  matters,  signs,
merchandise and store  fixtures,  to be maintained in keeping with the character
and standards of the Center.

     G.  Sales and  Dignified  Use:  No public or  private  auction or any fire,
"going out of  business,"  bankruptcy  or  similar  sales or  auctions  shall be
conducted in or from the Premises and the Premises shall not be used except in a
dignified  and  ethical  manner   consistent  with  general  high  standards  of
merchandising  in the Center and not in a  disreputable  or immoral manner or in
violation of the national, state or local laws.


<PAGE>

8. PARKING, COMMON AREA AND CHARGE

     A.  Common  Areas:  (I) All  parking  areas,  access  roads and  facilities
furnished,  made  available  or  maintained  by  Landlord in or near the Center,
including  employee  parking  areas,  truck ways,  driveways,  loading docks and
areas, delivery areas, package pickup stations,  pedestrian  sidewalks,  malls (
including  enclosed mall) courts and ramps,  landscaped areas,  retaining walls,
stairways, bus stops, first-aid and comfort stations,  lighting facilities,  and
other areas and improvements  provided by Landlord for the general use in common
of tenants and their  customers in the Plaza ( all herein called "Common Areas")
shall at all  times be  subject  to the  exclusive  control  and  management  of
Landlord,  and Landlord  shall have the right,  from time to time, to establish,
modify and enforce  reasonable  rules and regulations with respect to all Common
Areas.  Tenant  agrees to comply  with all  rules and  regulations  set forth in
Exhibit "C" attached hereto and all reasonable amendments thereto.

     (ii) Landlord shall have the right from time to time to change the
sizes,  locations,  shapes and  arrangements  of parking  areas and other Common
Areas; PROVIDED,  HOWEVER, that the size of parking areas on the Total Tract, as
shown  upon  Exhibit  "A"  remain  in  compliance  with   applicable   municipal
requirements.  Landlord shall have the right to restrict parking by employees to
designated areas;  construct  surface,  sub-surface or elevated parking area and
facilities; establish and from time to time change the level or grade of parking
surfaces;  enforce  parking  charges (by meters or otherwise)  with  appropriate
provisions for ticket  validating;  and do and perform such other acts in and to
said areas and  improvements  as  Landlord  in its sole  discretion,  reasonably
applied, deemed advisable for the use thereof by tenants and their customers.

     (iii) Condemnation or other taking by any public authority, or sale in lieu
of  condemnation,  or any or all of said  parking  areas shall not  constitute a
violation of any covenant by Landlord or entitle  Tenant to terminate this Lease
or any abatement of its rent hereunder.

     B. Use of Common  Areas:  Tenant and its business  invitees,  employees and
customers  shall have the  nonexclusive  right,  in common with Landlord and all
others to whom  Landlord may from time to time impose and the rights of Landlord
set forth above. Tenant shall pay Landlord,  upon demand, $25.00 for each day on
which a car of Tenant a  concessionaire,  employee or agent of Tenant is parking
outside any area designated by Landlord for employee parking.  Tenant authorizes
Landlord to cause any such car to be towed from the  Shopping  Center and Tenant
will  reimburse  Landlord  for the  cost  thereof  upon  demand,  and  otherwise
indemnity and hold Landlord harmless with respect thereto. Tenant shall abide by
all rules and regulations and cause its  concessionaires,  officers,  employees,
agents, customers, and invitees to abide thereby. Landlord may at any time close
temporarily any Common Area to make repairs or changes,  prevent the acquisition
of  public  rights  therein,  discourage  non-customer  parking,  or  for  other
reasonable   purposes.   Tenant  shall  furnish  Landlord  license  numbers  and
description  of  cars  used by  Tenant  and its  concessionaires,  officers  and
employees.  Tenant shall not interfere with Landlord's  other tenants' rights to
use any part of the Common Areas.  Landlord  shall  designate  thirty-five  (35)
parking spaces for specific use by Tenant and Tenant's customers.  Specifically,
such spaces shall be  designated on the site plan attached as Exhibit "A" of the
Lease.

     C.  Expense  of  Operating  and  Maintaining  the  Common  Areas:  The term
"Operating Expenses" as used herein means the total cost and expense incurred by
Landlord in operating  and  maintaining  the Common  Areas,  including,  without
limitation,  the  following:  (I)  premiums  for  liability,  rent and  property
insurance  for the  Shopping  Center;  (ii)  real and  personal  property  taxes
assessed against the Shopping Center; (iii) landscaping,  watering and gardening
expense incurred in connection with the operation of the Shopping  Center;  (iv)
the expense of maintenance,  repair,  painting and replacement of any part of or
facility  within  the  Shopping  Center  and all  equipment  used in  connection
therewith;  (v) the expense of cleaning,  striping, snow removal and lighting of
the Common Areas;  (vi) the expense of  maintaining,  repair and replacement and
depreciation  on machinery and equipment used in the maintenance and cleaning of
the Common Ares and properly allocable thereto;  (vii) the cost of police,  fire
protection,  guard and security services; (viii) total compensation and benefits
(including  premiums  for  worker's  compensation  insurance)  of all  personnel
employed by Landlord to operate,  maintain  and service the Common  Areas;  (ix)
utility  expense  incurred in operating the Common Area; (x) any cost or expense
incurred by Landlord in the contest of the amount of real and personal  property
taxes assessed against the Shopping Center;  (xi) such other expenses reasonably
incurred  by  Landlord  in  operating  and  maintaining  the  Common  Areas in a
first-class  condition;  and  (xii)  and a  Administration  equal  to 15% of the
foregoing  cost.  During  each of the second  (2nd) and third  (3rd) Lease Years
only, and subject to the exception for taxes and insurance (as described below),
Landlord  shall  assure  that  Tenant's  proportionate  share  of the  Operating
Expenses in each Lease Year shall not exceed As per Paragraph 36  Miscellaneous,
Section O. Additional  Provisions,  E. CAM, Taxes And Insurance.  In all events,
however, Tenant acknowledges and agrees that Landlord has limited or no power to
control charges for taxes and insurance applicable to the Premises. Accordingly,
Landlord's agreement to provide certain maximum amounts to the Tenant's share of
the  Operating  Expenses  (also  known as "CAM  Charges")  as  provided  in this
paragraph  shall not apply to any  increases  for  taxes and  insurance  for the
applicable Lease Year.


<PAGE>

     D.  Payment  of  Operating  Expense:  Tenant  agrees  to pay  Landlord,  as
additional  rent,  in the manner  hereinafter  provided,  Tenant's  Share of the
Operating  Expenses;   Tenant's  Share  thereof  being  the  Operating  Expenses
multiplied by a fraction, the numerator of which is the number of square feet in
the  Premises  and the  denominator  of which is the total number of square feet
leasable to tenants of the Shopping Center.

     The  additional  rent agreed to be paid by Tenant to  Landlord  pursuant to
this Lease shall be  estimated  by Landlord at the  beginning of each Lease Year
and paid monthly by Tenant to Landlord based upon the Operating Expenses for the
preceding Lease Year; each such monthly payment to equal  one-twelfth  (1/12) of
Tenant's  proportionate  share of the Operating Expenses for the preceding Lease
Year.  At the end of each  Lease  Year  Landlord  shall  compute  the  Operating
Expenses  for such  period  of time and  compute  Tenant's  proportionate  share
thereof.  Having done so,  Landlord  shall  invoice  Tenant  thereof,  deducting
therefrom the amount paid by Tenant during the preceding period of time.  Should
Tenant owe any additional  sum as evidenced by such invoice,  the amount thereof
shall be paid to Landlord by Tenant  within (10) ten days after  receipt of such
invoice by Tenant.  Conversely,  should the invoice  reflect an  overpayment  by
Tenant to Landlord during the preceding  period,  the amount of such overpayment
shall be deducted  from the next  monthly  payments  due from Tenant to Landlord
pursuant to this  section.  In addition,  simultaneously  with the giving of the
above referenced invoice,  Landlord shall advise Tenant of the estimated monthly
amount due by Tenant to Landlord during the next twelve (12) months period.

     E. Square  Footage:  In measuring the number of square feet in the Premises
and the total number of square feet leasable to tenants of the Shopping  Center,
all such measurements shall be from the exterior walls and store fronts, and the
center line of party walls. In the event Landlord's  actual field measurement of
the Premises  shall  disclose a square foot area  contained in the Premises at a
variance  with the square foot area stated in this Lease,  Landlord may, at it's
option,  adjust the number of the Premises for purposes of this Lease. In making
the  determination as to the number of square feet from time to time leasable to
tenants  in the  Shopping  Center,  such  determination  shall  be  made  at the
beginning of Lease Year throughout the term of this Lease.

9.  MAINTENANCE OF LEASE PREMISES:

     A.  Maintenance  by Landlord:  Landlord  shall keep or cause to be kept the
foundations,  roof and  structural  portions  of walls of the  Premises  in good
order,  repair  and  condition  except  for  damage  thereto  due to the acts or
omissions  of Tenants,  its  employees  or  invitees.  Landlord  shall  commence
required  repairs as soon as  reasonably  practicable  after  receiving  written
notice from Tenant thereof.  Except as provided in this Section,  Landlord shall
not be obligated to make repairs,  replacements or improvements of any kind upon
the Premises, or to any equipment,  merchandise,  stock in trade,  facilities or
fixtures therein, all of which shall be Tenant's responsibility.

     In all events,  however,  Tenant shall not be required to replace equipment
categorized as capital items in accordance  with generally  accepted  accounting
principles  such as HVAC  units,  provided  that  during the term of this Lease,
Tenant shall in good faith  diligently  comply with its  obligations to maintain
such equipment and their appurtenances as provided in Section 9B of this Lease.

     B.  Maintenance  by Tenant:  Tenant  shall at all times  keep the  Premises
(including all entrances and vestibules)  and all partitions,  window and window
frames  and  moldings,  glass  doors,  door  openers,  fixtures,  equipment  and
appurtenances  thereof  (including  lighting,  heating,  electrical,   plumbing,
ventilating,  and air  conditioning  fixtures  and systems and other  mechanical
equipment and  appurtenances)  and all parts of the Premises not required herein
to be  maintained  by Landlord in good  order,  condition  and repair and clean,
orderly, sanitary and safe, damage by unavoidable casualty excepted,  (including
but not limited to doing such things as are  necessary  to cause the Premises to
comply  with  applicable  laws,  ordinances,  rules,  regulations  and orders or
governmental  and public  bodies and  agencies.  If  replacement  of  equipment,
fixtures and appurtenances thereto are necessary,  Tenant shall replace the same
with equipment,  fixtures and appurtenances of the same quality,  and repair all
damages  done in or by  such  replacement.  If  Tenant  fails  to  perform  work
resulting from Tenant's acts,  actions or omissions and add the cost of the same
to the next  installment of Minimum  Monthly Rent due hereunder.  Landlord shall
warrant the HVAC,  mechanical,  major  electrical  and  plumbing for a period of
sixty (60) days after possession.


<PAGE>

     C. Surrender of Premises:  At the expiration of the tenancy hereby created,
Tenant shall surrender the Premises in the same condition as they were in on the
Commencement Date,  reasonable wear and tear and damage by unavoidable  casualty
excepted,  and deliver all keys for, and all  combinations  on locks,  safes and
vaults in, the Premises to Landlord at Landlord's Notice Address.

     D.  Maintenance  Contract:  Tenant  agrees  that  immediately  upon  taking
possession of the Premises to enter into a valid standard  maintenance  contract
for the  routine  and regular  maintenance  of all heating and air  conditioning
equipment,  said  contract  to be at the sole  expense of the Tenant and will be
renewed  annually  during  the  entire  term of the  Lease  or any  renewals  or
extensions  thereof.  Tenant  shall  be  responsible  for  repairs  as  well  as
maintenance of said equipment.

     E. Fire  Extinguishers:  Tenant  agrees to supply and  maintain  at its own
expense any fire extinguishers,  or other fire prevention  equipment required by
laws, rules, orders,  ordinances,  and regulations of any city, county, or state
in  which  the  Premises  are  located,  and/or  required  by  any  underwriters
association,  bureau, or any other similar body have jurisdiction involving said
Premises.

10. SIGNS, AWNINGS, CANOPIES, FIXTURES ALTERATIONS, ROOF AND WALLS:

     A.  Fixtures:  All fixtures  installed by Tenant shall be new or completely
reconditioned.

     B.  Removal  and  Restoration  by  Tenant:  All  alterations,  changes  and
additions  and  all  improvements,  including  leasehold  improvements,  made by
Tenant, or made by Landlord on Tenant's behalf, whether part of Tenant's Work or
not and  whether or not paid for  wholly or in part by  Landlord,  shall  remain
Tenant's  property for the Lease Term. Any alterations,  changes,  additions and
improvements  shall  immediately  upon  the  termination  of this  Lease  become
Landlord's property,  be considered part of the Premises,  and not be removed at
or prior to the end of the Lease Term without  Landlord's written consent unless
Landlord requests Tenant to remove same. If Tenant fails to remove any shelving,
decoration,  equipment,  trade fixtures and personal  property then Tenant shall
repair or pay for the repair of any damage done to the Premises  resulting  from
removing the same.

     C. Tenant  Shall  Discharge  All Liens:  Tenant's  shall  promptly  pay all
contractors and materialman,  and not permit or suffer any lien to attach to the
Shopping  Center or any part  thereof,  and shall and does hereby  indemnify and
save  harmless  Landlord  against  the same.  Landlord  shall  have the right to
require  Tenant to furnish a bond or other  indemnity  satisfactory  to Landlord
prior to the  commencement of any work by the Tenant on the Premises,  or if any
lien  attaches or is claimed,  to require  such bond or indemnity in addition to
all other remedies.

     D. Signs,  Awnings,  and Canopies:  Tenant will not place any exterior door
window or any wall of the  Premises  or  otherwise,  any sign,  awning,  canopy,
advertising matter,  decoration,  lettering or other things of any kind which do
not comply with the Sign Criteria set forth in Exhibit "B" attached hereto.

     E. Roof and Walls:  Landlord  shall have the exclusive  right to use all or
part of the roof, side and rear walls of the Premises for any purpose, including
but not limited to erecting signs or other structures on or over any part of the
same, erecting scaffolds and other aids to the construction and installations of
the same, and installing,  maintaining,  using,  repairing and replacing  pipes,
ducts,  conduit and wires leading  through,  to or from the Premises and serving
other  parts  of the  Shopping  Center  in  locations  which  do not  materially
interfere  with  Tenant's  uses of the  Premises.  Tenant  shall  have no  right
whatsoever to the exterior of exterior  walls or the roof of the Premises or any
portion of the  Shopping  Center  outside  the  Premises  except as  provided in
Section, hereof.


<PAGE>

     11. REAL ESTATES TAX: Landlord shall promptly pay all taxes commonly called
real estate taxes levied upon, or assessed  against the Shopping Center of which
the Premises are a part during the term of this Lease; the amounts so paid being
an Operating Expense.

     12. PERSONAL PROPERTY TAXES: During the term of this lease Tenant shall pay
prior to  delinquency  all taxes  assessed  against  and levied  upon  fixtures,
furnishings,  equipment and all other personal  property of Tenant  contained in
the Premises.

     13. UTILITIES: Tenant agrees to pay before delinquency all charges for gas,
heat,  power,  electricity,  telephone,  charges and all other  utility  charges
including hook up or connection fees or charges which may accrue with respect to
the  Premises  during  the term of this  Lease  whether  the same be  charged or
assessed at flat rates,  measured by separate  meters or prorated by the utility
company  or  Landlord.  Landlord  shall in no event be liable to Tenant  for any
interruption  in the service of any such  utilities to the  Premises,  howsoever
such interruption may be caused; and this Lease shall continue in full force and
effect despite any such interruptions.

     14. INSURANCE:

         A. Landlord's  Obligations:  Landlord shall procure and maintain at its
own  expense  during  the term of this  Lease  such fire and  extended  coverage
insurance on the buildings in Shopping Center as Landlord deems appropriate; the
expense thereof being Operating Expense.

         B. Tenant's Obligations:

                  (I)  Tenant  will,  during  the full term of this Lease or any
renewal  or  extension  thereof,  carry  in a  standard  company  full  coverage
insurance  on all plate glass in the  Premises  and cause same to be replaced if
chipped,  cracked or broken;  said insurance policy or certificate from Tenant's
insurance  company to be deposited  with Landlord or his agent,  and such policy
shall  provide  that it shall not be  canceled  for any reason  unless and until
Landlord  or his agent is given  fifteen  (15) days  notice  in  writing  by the
insurance company.

                  (ii) Tenant's will,  during the full term of this agreement or
any  renewal  or  extension  thereof,  carry  in a  standard  company,  for  the
protection of himself and Landlord, public liability insurance with limits of at
least Five  Hundred  Thousand  Dollars  ($500,000.00)  and  property  damage per
occurrence insurance with minimum limits of Fifty Thousand Dollars ($50,000.00);
said  insurance  policy or  certificate  from Tenant's  insurance  company to be
deposited  with  Landlord or his agent,  and such policy  shall  provide that it
shall not be canceled for any reason  unless and until  Landlord or his agent is
given fifteen (15) days' notice in writing by the insurance company.

                  (iii) Tenant also agrees to carry  insurance  against fire and
such other risks as are from time to time included in standard Extended Coverage
insurance, for the full insurable value, covering all of Tenant's's merchandise,
trade fixtures, furnishings, wall coverings, floor coverings, carpeting, drapes,
equipment and all items of personal  property of Tenant located on or within the
Premises.   Tenant  will  provide   Landlord  with  copies  of  the  polices  or
certificates  evidencing  that such  insurance  is in full  force and effect and
stating the terms thereof.

     C. Mutual Waiver of Subrogation Rights: Landlord and Tenant and all parties
claiming  under them mutually  release and discharge  each other from all claims
and  liabilities  arising  from or caused by any  casualty or hazard  covered or
required  hereunder  to be  covered  in  whole  or in  part by  insurance  or in
connection with property on or activities  conducted on the Premises,  and waive
any right of subrogation  which might otherwise exist in or accrue to any person
on account  thereof,  provided  that such release  shall not operate in any case
where  the  effects  is to  invalidate  the  cost  of  such  insurance  coverage
(provided, that in the case of increased cost, the other party shall have right,
within thirty (30) days written  notice,  to pay such  increases  cost,  thereby
keeping such release and waiver in full force and effect).


<PAGE>

     D. WAIVER: Landlord, its agents and employees, shall not be liable for, and
Tenant waives all claims for damage  including but not limited to  consequential
damages,  to person,  property or  otherwise,  sustained by Tenant or any person
claiming through Tenant resulting from any accident or occurrence in or upon any
part of the Shopping  Center  including,  but no limited to,  claims for damages
resulting from: (a) any equipment or appurtenances  becoming out of repair:  (b)
Landlord's failure to keep any part of the Shopping Center in repair; (C) injury
done or caused by wind, water, or other natural  elements;  (d) any defect in or
failure of plumbing,  heating or air conditioning equipment,  electric wiring or
installation thereof,  gas, water, and steam pipes, stairs,  porches railings or
walks; (e) broken glass; (f) the backing up of any sewer pipe or downspout;  (g)
the  bursting,  leaking or running of any tank,  tub,  washstand,  water closet,
waste pipe,  drain or any other pipe or tank in, upon or about such buildings on
the Premises; (h) the escaped of steam or hot water; (I) water, snow or ice upon
the Premises;  (j) the falling of any fixture,  plaster or stucco; (k) damage to
or loss by theft or  otherwise  of property  of  Tenant's or other;  (l) acts or
omissions of persons in the  Premises,  other  tenants in the  Shopping  Center,
occupants  of  nearby  properties,  or any  other  persons;  and  (m) any act or
omission of owners or adjacent  or  contiguous  property,  or of  Landlord,  its
agents or employees. Tenant's agreement to waive all such claims as set forth in
this  Section  shall not apply in the event  that any such  claims  arise due to
Landlord's gross negligence or willful  misconduct.  All property of Tenant kept
in the Premises  shall be so kept at Tenant's risk only and Tenant's  shall save
Landlord  harmless  from  claims  arising  out of damage to the same,  including
subrogation claims by Tenant's insurance carrier.

     15. RIGHT OF ENTRY: Landlord, its agents and employees shall have the right
to enter the Premises  from time to time at  reasonable  times to examine,  show
them  prospective  purchasers,   and  other  persons,  and  make  such  repairs,
alterations,  improvements or additions as Landlord deems desirable.  Rent shall
in no wise abate while any such repairs, alterations, improvements, or additions
are being made.  During the last six (6) months of the Lease Term,  Landlord may
exhibit the  Premises to  prospective  tenants ans  maintain  upon the  Premises
notices  deemed  advisable  by  Landlord.  In  addition,   during  any  apparent
emergency,  Landlord  or its  agents  may enter the  Premises  forcibly  without
liability  therefor  and without in any manner  affecting  Tenant's  obligations
under this Lease. Nothing herein contained,  however,  shall be deemed to impose
upon Landlord any obligation,  responsibility or liability  whatsoever,  for any
care, maintenance or repair except as otherwise herein expressly provided.

     16. INDEMNIFICATION: Tenant shall indemnify and save harmless Landlord from
against any and all liability,  liens, claims, demands, damages, expenses, fees,
costs, fines, penalties, suits, proceedings, actions and causes of action of any
and every kind and nature arising or growing out of or in any way connected with
Tenant's  use,  occupancy,  management  or control of the  Premises  or Tenant's
operations,  conduct  or  activities  in the  Shopping  Center.  The  provisions
regarding  Tenant's  indemnifications  to Landlord  shall not apply in the event
that any such  obligations  for  indemnification  arise due to  Landlord's  gros
negligence or willful misconduct.

     17.  SUBORDINATION:  The Lease shall be prior,  senior and  superior at all
time s to the lien of any first  mortgage and  mortgages  which now or hereafter
are a lien upon any part of the Total Tract.  However,  upon Landlord's request,
Tenant will  subordinate  its rights  hereunder to the liens of any mortgages or
any liens  resulting  from any method of financing or  refinancing  (hereinafter
collectively  referred to as "mortgage") now and hereafter  existing against all
or  part of  Total  Tract ( as set out  Exhibit  "A"  hereinbefore),  and to all
renewals,  modifications,  replacements,  consolidations and extensions thereof,
and shall execute and deliver all documents  requested by a mortgage or security
holder to effect such  subordination,  provided the mortgage or security  holder
agrees in writing that if Landlord defaults under the mortgage, said mortgage or
security  holder shall not disturb  Tenant's  possession  while Tenant is not in
default hereunder.


<PAGE>

     18. DAMAGE AND DESTRUCTION:

     A. Damage to Premises:  If the Premises  hereafter  damaged or destroyed or
rendered partially  untenable for their accustomed use by fire or other casualty
insured  under the coverage  which  Landlord is  obligated  to carry  hereunder,
Landlord shall promptly  repair the same to  substantially  the condition  which
they were in  immediately  prior to the  happenings of such casualty  (excluding
stock in trade,  fixtures,  furniture,  carpeting,  floor coverings,  drapes and
equipment),  and  from the  date of such  casualty  until  the  Premises  are so
repaired and restored,  the Minimum Monthly Rent payments  hereunder shall abate
in such  proportion  as the part of said  Premises  thus  destroyed  or rendered
untenable bears to the total Premises PROVIDED, HOWEVER, that Landlord shall not
be  obligated  to repair and  restore if such  casualty  is caused  directly  or
indirectly  by the  negligence  of a Tenant,  its  agents,  and  employees;  and
PROVIDED,  FURTHER,  that  Landlord  shall not be  obligated  to expend for such
repair or  restoration an amount in excess of the insurance  proceeds  recovered
and made  available  to  Landlord  as a result of such  damages,  and  PROVIDED,
FURTHER,  that if the Premises be damaged,  destroyed or rendered  untenable for
their  accustomed  uses by fire other casualty to the extent of more that 50% of
the cost to replace the  Premises  during the last two years of the term of this
Lease,  then Landlord shall have the right to terminate this Lease  effective as
of the date of such  casualty by giving to Tenant,  within sixty (60) days after
happening of such casualty,  written notice of such termination.  If such notice
be given, this Lease shall terminate and Landlord shall promptly repay to Tenant
any rent thereto  fore paid in advance  which was not earned at the date of such
casualty.  If said  notice is not given and  Landlord  is  required or elects to
repair or restore the Premises as herein  provided,  then Tenant shall  promptly
repair  or  replace  its  stock  in  trade,  fixtures,  furnishings,  furniture,
carpeting,  wall  covering,  floor  covering,  drapes and  equipment to the same
condition as they wherein  immediately prior to the casualty,  and if Tenant has
closed  its  business,  Tenant  shall  promptly  reopen  for  business  upon the
completion of such repairs.

19.  EMINENT DOMAIN:

     A. Eminent  Domain:  If ten percent (10%) or more of the Premises or 15% or
more of the Shopping  Center shall be under threat of  condemnation or condemned
by right of eminent  domain for any public or quasi  public use or purpose,  the
Landlord at its election may terminate  this Lease by giving notice to Tenant of
its election,  and in such event rentals shall be apportioned and adjusted as of
the date of termination. If the Lease shall not be terminated as aforesaid, then
it shall  continue  in full  force  and  effect,  and  Landlord  shall  within a
reasonable time after  possession is physically  taken (subject to delays due to
shortage of labor,  materials or  equipment,  labor  difficulties,  breakdown or
equipment,  government  restrictions,  fires,  other  casualties or other causes
beyond the reasonable control of Landlord) repair or rebuild what remains of the
Premises for  Tenant's  occupancy,  provided,  however,  Landlord  shall have no
obligation  to  expend  in  excess of funds  secured  in  relation  to threat of
condemnation  or  condemnations;  and a just  proportion to the Minimum  Monthly
Rental shall be abated,  according to the nature and extent of the injury to the
Premises until such repairs and rebuilding are completed, and thereafter for the
balance of the Lease Term.

     B. Damages:  Landlord reserves and Tenant assigns  Landlord,  all rights to
damages on account  of any  taking or  condemnation  or any act of any public or
quasi pubic  authority for which damages are payable.  Tenant shall execute such
instruments of assignment as Landlord requires, join with Landlord in any action
for the recovery of damages, if requested by Landlord, and turn over to Landlord
any damages recovered in any proceeding.  If Tenant fails to execute instruments
required by Landlord, or undertake such other steps as requested, Landlord shall
be deemed the duly authorized  irrevocable agent and  attorney-in-fact of Tenant
to  execute  such  instruments  and  undertake  such  steps on behalf of Tenant.
However,  Landlord  does not  reserve any  damages  payable  for trade  fixtures
installed by Tenant as its own cost which are not part of the realty.


<PAGE>

    20.  ASSIGNMENT AND  SUBLETTING:  Lessee shall not assign this Lease or any
interest  therein  whether  voluntarily,  by operation of law, or otherwise  and
shall not sublet the Premises or any part thereof,  except by written permission
and consent of Landlord  being first hand and  obtained.  Consent of Landlord to
any such assignment  shall not be  unreasonably  withheld if: (I) At the time of
such  assignment  or transfer  Tenant is not in default in the  performance  and
observance  of any of the  covenants  and  conditions  of this  Lease;  (ii) The
assignee  or  subtenant  or Tenant  shall  expressly  assume in  writing  all of
Tenant's  obligations  hereunder;  (iii) Tenant shall  provide proof to Landlord
that the assignee or subtenant has a financial  condition  which is satisfactory
to landlord  and  Landlord's  lender and (iv) The  Premises  continue to be used
solely for the  purposes set forth in Paragraph 7A and the assignee or subtenant
is, in Landlord's  opinion,  capable of operating such  business.  In connection
with any such assignment or sublease, Tenant or the assignee of Tenant shall pay
to  Landlord a fee of $250.00  for legal and  administrative  costs  incurred by
Landlord.

         Any such  subleasing or assignment,  even with the approval of Landlord
shall not relieve  Tenant or any  Guarantor  from  liability  for payment of all
forms of rental and other charges  herein  provided or from the  obligations  to
keep and be bound by the terms,  conditions  and  covenants  of this Lease.  The
acceptance  of rent from any other  person shall not be deemed to be a waiver of
any of the  provisions  of  this  Lease,  or a  consent  in  the  assignment  or
subletting of the Premises. Consent to any assignment or subletting shall not be
deemed  a  consent  to  any  further  assignment  or  subletting.   Any  merger,
consolidation  or  transfer  of  corporate  shares  of  Tenant,  if  Tenant is a
corporation,  so as to result in a change in the present  voting  control of the
Tenant's by the person or persons owning a majority of said corporate  shares on
the date of this Lease,  shall  constitute an  assignment  and be subject to the
conditions of this paragraph.

     21.  LANDLORD'S  PERFORMANCE  FOR  ACCOUNT OF TENANT:  If the Tenant  shall
continue in default in the  performance  of any of the  covenants or  agreements
herein contained after the time limit for the curing thereof,  then Landlord may
perform  the same for the  account  of  Tenant.  Any  amount  paid or expense or
liability  incurred by Landlord  in the  performance  of any such matter for the
account of Tenant shall be deemed to be additional  rent and the same  (together
with  interest  thereon at the maximum rate  permitted by law from the date upon
which any such expense shall have been incurred) may, at the option of Landlord,
be added to any rent then due or thereafter falling due hereunder.

     22. DEFAULT BY TENANT:

     A. Right to Re-Enter: The following shall be considered for all purposes to
be defaults under and breaches of this Lease: (a) any failure Tenant to pay rent
or other  amount  when due  hereunder;  (b) any  failure by Tenant to perform or
observe any other of the terms,  provisions,  conditions  and  covenants of this
Lease for more than ten (10) days  after  written  notice of such  failure;  (C)
Landlord  determining  that Tenant had submitted any false report required to be
furnished hereunder; (d) Tenant shall do anything upon or in connection with the
Premises or the  construction  of any part thereof which  directly or indirectly
interferes in any way with,  or results in a work  stoppage in connection  with,
construction  of any part of the Shopping  Center or any other tenant's  spaces;
(e) Tenant shall become bankrupt or insolvent or file or have filed against it a
petition  in  bankruptcy  or  for  reorganization  or  arrangement  or  for  the
appointment  of a receiver or trustee of all or a portion of Tenant's  property,
or Tenant  makes an  assignment  for the  benefit  of  creditors;  (f) if Tenant
abandons or vacates or does not do business in the  Premises  for ten (10) days,
or (g)  this  Lease  or  Tenant's  interest  herein  or in the  premises  or any
improvements thereon or any property of Tenant are executed upon or attached; or
(h) the  Premises  comes  into the  hands of any  person  other  than  expressly
permitted under this Lease. In any such event, and without grace period,  demand
or notice,  except as herein provided ( the same being hereby waived by Tenant),
Landlord,  in addition to all other  rights or remedies it may have,  shall have
the right  thereupon or at any time thereafter to terminate this Lease by giving
notice  to  Tenant  stating  the  date  upon  which  such  termination  shall be
effective,   and  shall  have  the  right,  either  before  or  after  any  such
termination, to re-enter and take possession of the Premises, remove all persons
and property from the Premises and store such  property at  Tenant's's  expense,
all without notice or resort to legal process and without being deemed guilty of
trespass or becoming liable for any loss or damage occasioned  thereby.  Nothing
herein shall be construed to require  Landlord to give notice before  exercising
any of its rights and remedies provided for in this Lease.


<PAGE>

     B. Right to Relet: If Landlord re-enters as above provided,  or if Landlord
takes possession pursuant to legal proceedings or otherwise,  Landlord may ether
terminate  this Lease or Landlord  may, from time to time,  without  terminating
this Lease, make such alterations and repairs as it deems advisable to relet the
premises,  and relet the  Premises  or any part  thereof  for such term or terms
(which may extend beyond the Lease Term) and at such rentals and upon such other
terms and conditions as Landlord in its sole discretion  deems  advisable.  Upon
each such reletting all rentals received by Landlord therefrom shall be applied,
first,  to any  indebtedness  other  than  rent due  hereunder  from  Tenant  of
Landlord; second, to pay any costs and expenses of reletting,  including brokers
and attorneys'  fees and costs of alterations  and repairs;  third,  to rent due
hereunder,  and the  residue,  if any,  shall be held by Landlord and applied in
payment of future rent as it becomes due hereunder.

     If rentals received from such reletting during any month are less than that
to be paid during that month by Tenant  hereunder,  Tenant shall immediately pay
any such  deficiency  to  Landlord.  No  re-entry  or taking  possession  of the
Premises by Landlord  shall be construed as an election to terminate  this Lease
unless a written notice of such termination is given by Landlord.

     Notwithstanding any such reletting without termination, Landlord may at any
time  thereafter  terminate  this  Lease for any prior  breach  or  default.  If
Landlord terminates this Lease for any breach, in addition to any other remedies
Landlord  may have,  Landlord  may recover  from Tenant all damages  incurred by
reason of such breach or default,  including  all costs of retaking the Premises
and including the excess, if any, of the total rent and charges reserved in this
Lease for the remainder of the Lease Term over the then reasonable  rental value
of the  Premises  for the  remainder  of the  Lease  Term all of which  shall be
immediately  due and  payable by Tenant to  Landlord.  In  determining  the rent
payable by Tenant  hereunder  subsequent to default,  the Minimum Monthly Rental
for each month of the  unexpired  portion of the Lease Term shall have equal the
average  Minimum  Monthly  Rental paid  during each Lease Year which  Tenant was
obligated to pay from the commencement of the Lease Term to the time of default,
or  during  the  preceding  One (1) full  calendar  years,  whichever  period is
shorter.

     Notwithstanding  the  provisions  of the  Texas  Property  Code,  upon  the
occurrence of an event of default under the Lease, Landlord shall be entitled to
change locks at the  Premises.  Tenant agrees that entry may be granted for that
purpose  through use of a duplicate or master key or any other  means,  that the
same may be conducted out of the presence of Tenant if Landlord so elects,  that
no notice  shall be  required  to be posted by the  Landlord  on any door to the
Premises  (or  elsewhere)  disclosing  the reason  for such  action or any other
further  information,  and that Landlord shall not be obligated to provide a key
to the  changed  lock to Tenant  unless  Tenant  shall have  first:  (a) brought
current all payments due to Landlord under this Lease,  provided,  however, that
if Landlord has thereforeto  formally and permanently  repossessed the Premises,
or has  terminated  this Lease,  then  Landlord  shall be under no obligation to
provide a key to the new lock(s) to Tenants  regardless  of Tenant's  payment of
past-due  amounts,  damages,  or any other  payments or amounts of any nature or
kind  whatsoever;  (b) fully cured and remedied to Landlord's  satisfaction  all
other  defaults of Tenant under this Lease (but if such defaults are not subject
to cure,  such as early  abandonment  or vacation of the Premises,  the Landlord
shall not be obligated to provide the new key to Tenant under any circumstance),
and (c) given  Landlord  security and  assurance  satisfactory  to Landlord that
Tenant  intends  to and is able to meet and comply  with its future  obligations
under this Lease, both monetary and nonmonetary.

     In the event  Landlord is ever  required by law to mitigate  damages due to
Tenant's  default,  the  placement of a sign upon the Premises  advertising  the
Premises  for lease  shall  deemed to satisfy  any  obligation  of  Landlord  to
mitigate its damages.

     C.  Counterclaim:  If Landlord commences any proceedings for non-payment of
rent,  Minimum Monthly Rent,  Percentage Rent or additional rent Tenant will not
interpose any  counterclaim  of any nature or description of  proceedings.  This
shall not, however,  be construed as a waiver if Tenant's's right to assert such
claims in a separate  action  brought by Tenant.  The  covenants to pay rent and
other amount hereunder are independent  covenants and Tenant shall have no right
to hold back,  offset or fail to pay any such amounts for default by Landlord or
any other reason whatsoever.

     D. Waiver of Rights of Redemption:  To the extent  permitted by law, Tenant
waives  any and all  rights of  redemption  granted  by or under any  present or
future laws if Tenant is evicted or  dispossessed  for any cause, or if Landlord
obtains  possession  of  the  Premises  due to  Tenant's  default  hereunder  or
otherwise.


<PAGE>

     E. To secure the  performance  of  Tenant's  obligations  under this Lease,
Tenant, as Debtor, and referred to in this paragraph as "Debtor",  hereby grants
Landlord,  as "Secured Party", a security interest in and an express contractual
lien upon all Debtor's  equipment,  furniture,  furnishings,  appliance,  goods,
trade fixtures, inventory, chattels, and other personal property of Debtor which
is now on the  Premises  or which is placed on the  Premises at some later date,
and all proceeds from such items.  This  property  shall not be removed from the
Premises  without  consent of Secured Party until all arrearages in rent and all
other sums of money  being due to Secured  Party under this Lease have been paid
and discharged, and all covenants, agreements, and conditions of this Lease have
been fully  complied with and  performed by Debtor.  Secured Party is authorized
and Debtor hereby  irrevocably  and  throughout  the term of this Lease (and any
extensions or renewals thereof)  appoints Secured Party as its  attorney-in-fact
to  prepare  and file  financing  statements  signed  only by  Secured  Party as
attorney-in-fact  on behalf of Debtor  covering  the security  described  above;
moreover,  Debtor  agrees to sign the same  upon  request.  Notwithstanding  the
foregoing,  Secured Party is hereby  authorized to file a duplicate  original or
Xerox  copy of this  Lease  as a  financing  statement  with the  Office  of the
Secretary of State and with the appropriate county clerk's office for the county
where the Premises are located, as appropriate. Upon default under this Lease by
Debtor,  any or all of Debtor's  obligations  to Secured  Party  secured  hereby
shall, at Secured Party's option,  be immediately due and payable without notice
or demand.  In addition  to all rights or  remedies of Secured  Party under this
Lease and the law, including the right to a judicial or nonjudicial foreclosure,
Secured  Party shall have the rights and  remedies of a secured  party under the
Uniform Commercial Code as enacted in the State of Texas. This security interest
hereby created shall survive the  termination of this Lease if such  termination
results from Debtor's default.  The  above-described  security interest and lien
are in addition to and cumulative of the Landlord's lien provided by the laws of
the State of Texas. In the event Landlord sell Tenant's's property at a judicial
or nonjudicial  foreclosure sale, tenant hereby expressly  consents to and gives
Landlord  the  authority  to bid on and  purchase  all or a portion of  Tenant's
property  at such  sale.  Provided,  however,  Landlord  shall  subordinate  its
Landlord's  lien on any of Tenant's  personal  property  located on the Premises
(whether  statutory or  contractual)  to any UCC liens  granted to any bona fide
third party lender of the Tenant.

23.  DEFAULT BY LANDLORD:  Landlord shall in no event be charged with default in
any of its obligations  hereunder unless and until Landlord shall have failed to
perform such obligations  within thirty (30) days (or such additional time is as
reasonably  required  to  correct  any such  default)  after  written  notice to
Landlord by Tenant, specifically describing such failure.

25. APPLICATION OF PAYMENTS RECEIVED FROM TENANT:  Landlord shall have the right
to  apply  any  payments  made by  Tenant  to the  satisfaction  of any  debt or
obligation of Tenant of Landlord  according to Landlord's  sole  discretion  and
regardless  of the  instructions  of Tenant as to  application  of any such sum,
whether such instructions be endorsed upon Tenant's checks or otherwise,  unless
otherwise agreed upon by both parties in writing.  The acceptance by Landlord of
a check or checks drawn by others than Tenant  shall in no ways affect  Tenant's
liability hereunder nor shall it be deemed an approval of any assignment of this
Lease by Tenant.


<PAGE>

     26. Environmental Issues.

     26.1 No Hazardous Materials. Tenant shall not cause or permit any Hazardous
Material to be brought upon, kept or used in or about the Premises or the Center
by Tenant,  its agents,  employees,  contractors  or invitees  without the prior
written  consent of Landlord,  which  Landlord shall not  unreasonably  withhold
provided  Tenant  demonstrates  to Landlord's  satisfaction  that such Hazardous
Material is necessary or useful to Tenant's  business and will be used, kept and
stored in a manner that complies  with all laws  regulating  any such  Hazardous
Material so brought upon or used or kept in or about the Premises or the Center.

     26.2 Indemnification. In addition to, and without limitation on the general
indemnity  obligations of Tenant under this Lease,  Tenant  specifically  agrees
that it shall  indemnify,  defend and hold  Landlord  harmless  from any and all
claims,  judgments,  damages,  penalties,  fines,  costs,  liabilities or losses
(including, without limitation,  diminution in value of the Premises, the Center
or  neighboring  properties,  damages  for  the  loss or  restriction  on use of
rentable  or usable  space or of any amenity of the  Premises,  and sums paid in
settlement of claims,  attorney's  fees,  consultant fees and expert fees) which
arise  during or after the lease term as a result of any breach by Tenant of its
obligations  under this Paragraph 36 or any  contamination of the Premises,  the
Center or  neighboring  properties  resulting  from the  presence  of  Hazardous
Materials  on or about the Premises  caused or permitted by Tenant,  its agents,
employees, contractors or invitees.

     This  indemnification of Landlord by Tenant includes,  without  limitation,
costs incurred in connection  with any  investigation  of site conditions or any
clean-up,  remedial,  removal or restoration work required by any federal, state
or local  governmental  agency or  political  subdivision  because of  Hazardous
Material  present on or in the Premises,  the Center or neighboring  properties.
Without limiting the foregoing, if the presence of any Hazardous Material on the
Premises,  Center or neighboring  properties caused or permitted by Tenant,  its
agents,  employees,  contractors or invitees results in any contamination of the
Premises,  Center or  neighboring  properties,  Tenant shall  promptly  take all
actions at its sole expense as are necessary to return the  Premises,  Center or
neighboring  properties to the condition  existing prior to the  introduction of
any such Hazardous  Material to the Premises,  Center or neighboring  properties
provided  that  Landlord's  approval of such  actions  shall first be  obtained.
Tenant further agrees to defend Landlord, its agents,  employees, and assigns in
any administrative or judicial  proceeding  commenced by private  individuals or
governmental  entities  seeking  recovery  of  damages  for  personal  injury or
property  damage,  or  recovery  of civil  penalties  or fines  arising  out of,
connected  with,  or relating to any breach by Tenant of its  obligations  under
this  Paragraph  36  or  any  contamination  of  the  Premises,  the  Center  or
neighboring  properties resulting from the presence of hazardous Materials on or
about the Premises,  the Center or neighboring properties caused or permitted by
Tenant, its agents, employees, contractors or invitees. 'The foregoing indemnity
shall survive the expiration or earlier termination of this Lease.


<PAGE>

     26.3 Hazardous  Material.  As used herein,  the term  "Hazardous  Material"
means any pollutant,  toxic  substance,  regulated  substance,  hazardous waste,
hazardous material,  hazardous substance, oil, hydrocarbon,  asbestos or similar
item as defined in or pursuant to the Resource Conservation and Recovery Act, as
amended, the Comprehensive Environmental Response,  Compensation,  and Liability
Act, as  amended,  the Federal  Clean Water Act, as amended,  the Safe  Drinking
Water Act, as amended,  the Federal Water Pollution Control Act, as amended, the
Texas Water Code, as amended, the Texas Solid Waste Disposal Act, as amended, or
any other federal,  state or local  environmental  or health and safety related,
constitutional provisions,  law, regulation,  ordinance, rule, or bylaw, whether
existing as of the date  hereof,  previously  enforced or  subsequently  enacted
(collectively the "Environmental Laws").

     26.4 Notice of Certain Events.  Tenant shall immediately advise Landlord in
writing of (a) any governmental or regulatory  actions  instituted or threatened
under any Environmental Law affecting the Tenant or the Premises, (b) all claims
made or  threatened  by any third party  against  Tenant or the  Premises or the
Center relating to damage, contribution,  cost recovery,  compensation,  loss or
injury  resulting  from  any  Hazardous  Materials,  (C)  the  discovery  of any
occurrence or condition on any real property adjoining or in the vicinity of the
Premises  that could  cause the  Premises  or the Center to be  classified  in a
manner  which may  support  a claim  under any  Environmental  Law,  and (d) the
discovery  of any  occurrence  or condition on the Premises or the Center or any
real  property  adjoining or in the vicinity of the Premises or the Center which
could  subject  Tenant,  the  Premises  or the  Center  to any  restrictions  in
ownership,  occupancy,   transferability  or  use  of  the  Premises  under  any
Environmental   Law.   Landlord  may  elect  to  join  and  participate  in  any
settlements,  remedial actions,  legal proceedings or other actions initiated in
connection  with  any  claims  under  any  Environmental  Law  and to  have  its
reasonable attorney's fees paid by Tenant. At its sole cost and expense,  Tenant
agrees when  applicable  or upon request of Landlord to promptly and  completely
cure and remedy every violation of an  Environmental  Law caused by Tenant,  its
agents, employees, contractors or invitees.

     27.  NOTICES:  All  notices  required  to be  given  hereunder  shall be in
writing,  and if intended for the  Landlord,  shall be served upon an officer or
upon its agent,  or shall be mailed by  registered  mail,  postage  paid, to the
principal  place of business of the Landlord at: 3800 N. Mesa Suite D-2 El Paso,
Texas  79902 or if  intended  for the  Tenant,  shall be served  upon one of the
officers of Tenant  personally,  or shall be mailed by registered mail,  postage
paid, to the  principal  place of business of said Tenant at: 3800 N. Mesa Suite
B-1 El Paso,  Texas  79902.  Either  party  shall  have the right to change  its
principal office by service by registered mail, of such change.

     28. SALE OF PREMISES BY LANDLORD:  In the event of any sale of the Premises
by Landlord shall be and is hereby  entirely freed and relieved of all liability
under any and all of its  covenants  and  obligations  contained in or delivered
from this Lease arising out of any act,  occurrence or omission  occurring after
the consummation of such sale; and the purchaser, at such sale or any subsequent
sale of the  Premises  shall be deemed,  without any further  agreement  between
parties or their  successors  in  interest  or between  the parties and any such
purchaser,  to have assumed and agreed to carry out any and all of the covenants
and obligations of the Landlord under this Lease.

     29. ATTORNEY'S FEES: In the event the Landlord finds it necessary to retain
an attorney in connection with the default by the Tenant in any of the agreement
or covenants  contained in this Lease,  Tenant shall pay  reasonable  attorney's
fees to said attorney.

     In the event of any litigation regarding this Lease, the losing party shall
pay to the prevailing party's reasonable attorneys' fees.

     30.  TITLE OF  SHOPPING  CENTER:.  Tenant's  shall not have or acquire  any
interest in the name of the  Shopping  Center.  Landlord  reserves  the right to
change the name,  title or address of the Shopping  Center or the address of the
Premises at any time,  and Tenant  waives all claims for damages  caused by such
change.


<PAGE>

     31. WAIVER:  No delay or omission in the exercise of any right or remedy of
Landlord  on any  default by Tenant  shall  impair  such a right or remedy or be
construed as a waiver. The receipt and acceptance by Landlord of delinquent rent
shall not constitute a waiver of any other default;  it shall  constitute only a
waiver or timely payment for the  particular  rent payment  involved.  No act or
conduct of Landlord,  including without limitations,  the acceptance of the keys
to the Premises, shall constitute an acceptance of the surrender of the Premises
by Tenant before the expiration of the term. Only notice from Landlord to Tenant
shall  constitute  acceptance of the surrender of the Premises and  accomplish a
termination of the Lease. Landlord's consent to or approval of any act by Tenant
requiring  Landlord's consent or approval shall not be deemed to waive or render
unnecessary  Landlord's  consent to or approval of any subsequent act by Tenant.
Any waiver by  Landlord  of any  default  must be in writing  and shall not be a
waiver of any other default  concerning  the same or any other  provision of the
Lease.

     32.  SHORT FORM OF LEASE  RECORDING:  The parties  hereto  agree that at or
prior to commencement of the term they will execute,  acknowledge, and deliver a
short  form of Lease to the end that  the same may be  recorded  among  the Land
Records  of the City or County  in which  the  Premises  is  located.  Recording
charges  and any stamp or like tax shall be paid by Tenant.  Prior  approval  of
recording must be obtained from Landlord.

     33. SECURITY DEPOSIT:  Landlord hereby acknowledges  receipt from Tenant of
the sum of Nine Thousand Eight Hundred and Eighty (dollars) ($ 9,880.00 ), to be
held as collateral security or the payments of any rentals and any other sums of
money for which Tenant shall become liable to Landlord under this Lease, and for
the faithful  performance by Tenant of all other  covenants and agreements  made
herein; said deposit is acknowledged as being the first and last month's Minimum
Monthly Rental due under this Lease.

     34. HOLDING OVER AND SUCCESSORS:

                  A. Holding Over: If Tenant holds over of occupies the Premises
beyond the Lease Term (it being  agreed  there shall be no such  holding over or
occupancy without  Landlord's  written  consent),  Tenant shall pay Landlord for
each day of such  holding  over a sum equal to 1.25  times the  Minimum  Monthly
rental  prorated  for the number of days of such holding  over.  If Tenant holds
over with or without Landlord's written consent Tenant shall occupy the Premises
on an tenancy  from month to month and all other  terms and  provisions  of this
Lease shall be applicable to such period.

                  B. Successors:  All rights and liabilities  herein given to or
imposed upon the respective  parties hereto shall bind and insure to the several
respective  heirs,  successors,  administrators,  executors  ans  assigns of the
parties and if Tenant is more than one person,  they shall be bound  jointly and
severally by this Lease. No rights,  however, shall insure to the benefit of the
assignee of Tenant unless the assignment was approved by Landlord in writing.

     35. BROKERS OR FINDERS: Landlord has engaged CB Commercial/Southern Boarder
Partners  ("CB") as its broker  regarding the  negotiation and execution of this
Lease.  Landlord  shall be fully  responsible  and  shall pay all fees and other
expenses owing CB in connection with the transaction contemplated by this Lease.
Accordingly,  Landlord shall indemnify  Tenant for any claims for brokerage fees
or  other  compensation  or  reimbursements  made by CB in  connection  with the
transactions  contemplated by this Lease. Other than Landlord's engagement of CB
as described above,  each party represents and warrants to the other that it has
engaged  no broker or finder  and that no claims for  brokerage  commissions  or
finders fees will arise in connection  with the execution of this Lease and each
party  agrees to  indemnify  the other  against,  and hold it harmless  from any
liability or expense (including attorney's fees) arising from such claim.

                  Each party  represents  and  warrants  other than the  Brokers
named  herein,  to the other that it has engaged no Broker or Finder and that no
claims for brokerage  commissions or finders' fees will arise in connection with
the  execution  of this  Lease  and each  party  agrees to  indemnify  the other
against,  and  hold  it  harmless  from  any  liability  or  expense  (including
attorney's's fees) arising from such claim.


<PAGE>

    36. MISCELLANEOUS:

                  A. Successors:  The covenants hereby contained shall,  subject
to the  provisions as to  assignment,  apply to and bind the heirs,  successors,
executors,  administrators and assigns of all the parties hereto; and all of the
parties hereto shall jointly and severally liable hereunder.

                  B. Partial  Invalidity:  If any term,  covenant,  condition or
provision  of this  Lease is held by a Court  of  competent  jurisdiction  to be
invalid,  void or  unenforceable,  the remainder of the provisions  hereof shall
remain in full  force and effect and shall in no way be  affected,  impaired  or
invalidated thereby.

                  C. Captions:  The various  headings and numbers herein and the
grouping of the provisions of this Lease into  paragraphs are for the purpose of
convenience only and shall not be considered a part hereof.

                  D. Gender;  Number: As used in this Lease whenever required by
the context  hereof,  each number,  both singular and plural,  shall include all
numbers, and each gender shall include all genders.

                  E. Applicable Laws: This Lease shall be governed by the law of
the Great State of Texas.

                  F.  Time: Time is of the essence of this Lease.

                  G. Joint and Several Liability:  If Tenant is a partnership or
other  business  organization  the  members  of which  as  subject  to  personal
liability,  the  liability  of each such member  shall be deemed to be joint and
several.

                  H.  Limitation of Liability:  Anything to the contrary  herein
contained,  notwithstanding,  there shall be absolutely no personal liability on
persons,  firms or entitles who  constitute  Landlord with respect to any of the
terms,  covenants,  conditions,  and provisions of this Lease,  and Tenant shall
look solely to the  interest of Landlord,  its  successors  and assigns,  in the
Total Tract for the satisfaction of each and every remedy of Tenant in the event
of default by Landlord  hereunder;  such  exculpation  of personal  liability is
absolute and without any exception whatsoever.

                  I.  Mortgagee's's  Approval:  If any mortgagee of the Shopping
Center requires any modifications of the terms and provisions of this Lease as a
condition to such  financing as Landlord may desire,  then,  Landlord shall have
the right to cancel this Lease if Tenant fails or refuses to approve and execute
such modification(s) within thirty (30) days after Landlord's request therefore,
provided  said  request is made at least  thirty  (30) days prior to delivery of
possession.  Upon such  cancellation  by Landlord,  this Lease shall be null and
void and neither party shall have any liability  either for damages or otherwise
to the other by reason of such cancellation.  In no event, however, shall Tenant
be required to agree,  and Landlord shall not have any right of cancellation for
Tenant's  refusal to agree, to any  modification of the provisions of this Lease
relating  to:  the amount of rent or other  charges  reserved  herein;  the size
and/or location of the Premises;  the duration and/or  commencement  date of the
term; or reducing the  improvements to be made by Landlord to the Premises prior
to delivery of possession.


<PAGE>

                  J.  Accord and  Satisfaction:  Landlord is entitled to accept,
receive and cash or deposit any payment  made by Tenant for any reason,  purpose
or in any  amount  whatsoever,  and apply the same at  Landlord's  option to any
obligation of endorsement or statement on any check or letter of Tenant shall be
deemed an accord  ans  satisfaction  or  otherwise  recognized  for any  purpose
whatsoever.  The  acceptance  of any such  check  or  payment  shall be  without
prejudice  to  Landlord's  right to recover  any and al  amounts  owed by Tenant
hereunder and the Landlord's right to pursue any other viable remedy.

                  K. Entire Agreement: There are no representations,  covenants,
warranties,  promises, agreements,  conditions or undertakings,  oral or written
between  Landlord  and  Tenant  other than  herein  set forth.  Except as herein
otherwise provided, no subsequent alteration,  amendment,  charge or addition to
this Lease shall be binding upon Landlord or Tenant unless in writing and signed
by them.

                  L. No  Partnership:  Landlord  does not, in any way or for any
purpose, become a partner, employer,  principal, master, agent or joint venturer
of or with any Tenant.

                  M. Force  Majeure:  If either party hereto shall be delayed or
hindered in or  prevented  from  performance  of any act  required  hereunder by
reason of strikes,  lockouts,  labor  troubles,  inability to procure  material,
failure  of  power,  restrictive   governmental  laws  or  regulations,   riots,
insurrection,  war or other  reason of the like nature not eh fault of the party
delayed in performing  work or doing acts required under this Lease,  the period
for the performance of any such act shall be extended for a period equivalent to
the period of such delay.  Tenant shall not be excused from any  obligations for
payment of rent, percentage rent, additional rent or any other payments required
by the terms of the Lease when same are due,  and all such amount  shall be paid
when due.

                  N. Submission of Lease: Submission of Lease to tenant does not
constitute  an offer to lease;  this  Lease  shall  become  effective  only upon
execution ans delivery  thereof by Landlord and Tenant.  Upon  execution of this
Lease by Tenant,  Landlord is granted ans irrevocable option for sixty (60) days
to execute this Lease within said period and thereafter  return a fully executed
copy to Tenant.  The effective date of this Lease shall be the date filled in on
Page 1 hereof by Landlord  which shall be the date of  execution  by the last of
the parties to execute Lease.

     O. ADDITIONAL PROVISIONS:

Lessee agrees to furnish upon execution as a condition of this Lease  agreement,
as may be required by Lessor or any financial  institutions  connected  with the
financing of University Hill Plaza, any or all of the following information:

     A. Copy of Lessee's financial statement:

     B. A company history report:

     C. Corporate Tax I.D. number:

     D. Social Security Number - to be used to obtain Lessee's credit history

                  Lessee  hereby by  consents  to any  individual  or  corporate
credit  checks  which may be  required by Lessor or any  financial  institutions
connected with the financing of University Hill Plaza.


<PAGE>

     E. CAM,  Taxes  and  Insurance:  All  Taxes,  Insurance,  and  Common  Area
Maintenance shall not exceed $1,480.00 per month, for years one (1), two (2) and
three (3) only.


     F. Other: Base Rent $8,400.00

               Total $9,880.00

     G. Early  Termination:  After the third (3rd) Lease Year,  Tenant by giving
Landlord one hundred and eighty  (180)days  notice may terminate Lease by paying
Landlord  one hundred and eighty (180) days of Rent  monthly.  Tenant shall have
option to remain  occupying  space for three (3) months after written  notice in
addition to any Base Rent or Additional Rent.

     H. Improvements:  The following improvements shall be made by Landlord with
the budget  below and Tenant shall pay Landlord the sum of $637.50 per month for
thirty-six (36) months as a contribution to said improvements:

     Budget:  Partitioning  $5,500.00  Restrooms  Addition  14,000.00  Dock Ramp
(enlargement)  1,500.00  Rear   Storage(enlargement)   2,500.00  Floor  Covering
5,000.00  Total   $31,500.00  The  specific   manner  in  which  the  Landlord's
improvements  shall  be  completed  (including,  but not  limited  to,  specific
placement and number of outlets,  and specific layout of wiring,  lighting,  and
ventilation) shall be determined by Landlord's and Tenant's written agreement to
the specific build-out plans for the Premises.


IN WITNESS WHEREOF,  Landlord and Tenant have signed and sealed this Lease as of
the day and year first above written.

(LANDLORD):  

BY:          

(TENANT):    

(INDIVIDUALS):

CORPORATION: 

BY:          



<PAGE>




                 EXHIBIT B. UNIVERSITY HILL PLAZA SIGN CRITERIA


The Tenant agrees to abide by the following Sign Criteria/Graphics

1.  Tenant's  shall  provide and use high quality,  creative,  innovative  signs
placed  upon the  fascia of the front  elevation  of the  Shopping  Center  over
Tenant's Store Front Area.  Signage and graphics shall not be permitted on outer
face of  exterior  walls,  columns,  roof or any other  surface  other  than the
fascia.

2. Tenant shall not be permitted to employ detached signs of any kind,  exterior
attraction  boards or changeable  letter signs;  flashing or oscillating  signs;
smoke emitting designs; moving lights or variable light intensities;  unedged or
uncapped letters; exposed fastenings, cans, ballast boxers or transformers.

3. Signs/graphics shall be individual,  dimensional letters in a script or print
style;  panel  signs  shall not be  permitted.  No  portion of the sign shall be
closer than 12" from the bottom of the fascia or closer than 28" from the top of
the fascia.  All signs and graphics  shall be in the 36" area  in-between  these
clearances with no individual letter taller than 24" . The major portion or most
prominent portion of the sign shall be back lighted  internally from a concealed
source.

4.  Signs/graphics are to be individual letters,  neon-illuminated  with plastic
faces  trimmed  with 1/2" trim cap.  Construction  shall be 24 gauge sheet metal
fillers, painted opaque bronze using P.K housings, and attached to the fascia in
a manner to conceal all  fittings,  wiring,  and  connections.  The face plastic
shall be transparent bronze #2412 over translucent white #7138. All edges, sides
and returns shall be opaque  bronze,  or such color as Landlord and Tenant agree
upon.

5. All  signs,  placards,  graphics,  advertising  matter  etc.,  exposed to the
exterior  of the  building  are  subject to  approval  by  Landlord.  The sizes,
designs,  color,  materials,  specific location,  content, type of construction,
installation,  method of mounting and  illuminating  of any  design/sign/graphic
shall be subject to the Landlord's  approval.  Submit 2 sets of shop drawings of
all designs for  signs/graphics  clearly indicating all of the above information
to Landlord for his written approval prior to fabrication or  installation.  Any
signs/graphics installed without prior written approval of the Landlord shall be
subject to removal by the Landlord at the expense of the Tenant.

6. These sign  criteria are subject to the sole  interpretation  of the landlord
whose  decision  shall be final.  The  Landlord's  judgement  or the standard of
quality or  appropriateness  to the  Shopping  Center  operation of any exterior
design or type or exposed  advertising shall be final. The Landlord reserves the
right to modify or supplement these sign criteria.

7. Tenant  shall heed  recommendation(s)  of Landlord  for  construction  of all
signage through appropriate, qualified, sign companies. Disclosed companies have
been selected in order to maintain consistency of appearance for entire Shopping
Center.

8. Tenant  agrees to have sign in place within  sixty (60) days of  Commencement
Date.


<PAGE>

                        EXHIBIT C. RULES AND REGULATIONS

The Tenant agrees to abide by the following rules and regulations:

                  1. The sidewalks,  roadways,  ans other public portions of the
Shopping  Center shall be used by the Tenants for the purpose  solely of ingress
and egress to and from the Premises so demised by the Tenants.

                  2. All  waste  paper,  refuse,  and  garbage  shall be kept by
Tenants  in metal  trash  cans,  with  covers,  to be located at the rear of the
store, and to be removed at thee Tenant's expense.

                  3. The Tenants  shall keep the exterior and interior  portions
of the stores,  all windows,  doors,  and all other glass or plate fixtures in a
clean  condition.  The  Tenants  shall  keep the  display  windows  in the store
illuminated  during such hours as the windows  throughout a major portion of the
Shopping Center are illuminated.

                  4.  The  Tenant  shall  not keep or  permit  to be kept in the
premises any flammable or combustible fluid, chemical or explosives.

                  5. The Tenant shall not hold any auction,  fire or  bankruptcy
sale on the premises demised.

                  6. The  Tenants  shall  conduct  their  business in an orderly
manner in the best  interests  of the  Shopping  Center.  The Tenants  shall not
permit  noises  from  the  use of  radios,  televisions,  loudspeakers,  talking
machines, phonographs, or other instruments to reach outside the Premises, which
will in the judgement of the Landlord interfere in any way with other tenants in
the Shopping Center.

                  7. The Tenants shall not burn any trash or garbage of any kind
in or about the building, or on the grounds of the Shopping Center.

                  8. The plumbing  facilities shall be used for the purposes for
which they have been constructed,  and no foreign substance of any kind shall be
thrown therein. The expense of any breakage,  stoppage, or damage resulting from
a violation of this provision caused by any Tenants,  it employees,  agents,  or
invitees shall be borne by such Tenant.

                  9. The Landlord  reserves the right to amend,  or waive any of
the rules or regulations listed above, and further to make such reasonable rules
and  regulations  as nay from time to time seem  necessary or desirable  for the
best interests of University  Hill Plaza and of the Tenants,  and any such other
and further  rules and  regulations  shall be binding  upon the Tenants with the
same  force and  effect as if they had been set forth  herein at the time of the
execution of the within Lease.

                  10. The  Landlord  reserves  the further  right to control and
operate  the  public  portions  of he  Shopping  Center  in such a manner as the
Landlord  deems  necessary or desirable  for the best  interests of the Shopping
Center  and the  Tenants  and for the  protection  of the  buildings  and  other
property on the Shopping Center. The Landlord,  however,  shall not be liable to
any Tenant for damages arising out of such control and operation.

<PAGE>
                       EXHIBIT "D" - CONSTRUCTION ADDENDUM

           This  Construction   Addendum  dated  May  1  1998,  by  and  between
           University Hill Plaza,  hereinafter referred to as "Landlord" and All
           Star Systems Rio Grande,  Inc.,  hereinafter referred to as "Tenant,"
           shall  be  attached  to and  become a part of that  certain  Standard
           Shopping Center Lease (the "Lease") between the parties dated of even
           date  herewith for the rental of space in the  University  Hill Plaza
           Shopping Center located at 3800 Mesa, El Paso, Texas.

           Landlord agrees to construct, at Landlord's expense,  improvements to
           the interior of the Premises upon the following terms and conditions:

           I. The  improvements  to be  constructed  by Landlord  consist of the
           items described o Schedule I and more  particularly  described in the
           space layout plan attached hereto as Schedule 2. All construction and
           design  shall  be  done  by  Landlord  or  Landlord's  contractor  or
           architect in  substantial  accordance  with plans and  specifications
           approved by both  Landlord and Tenant.  The  Landlord's  architect or
           contractor  shall consult with Tenant in its preparation of the plans
           and specifications for the Premises.

           2. Landlord shall not be obligated to commence  construction  of such
           improvements  until  Tenant has  approved  in  writing  the plans and
           specifications for the interior of the Premises. Tenant shall approve
           the plans and  specifications for the interior of the Premises within
           five business days (5) days after such plans and specifications  have
           been  submitted  to Tenant.  In the event Tenant has not approved the
           plans and  specifications  within this five (5) day period,  Landlord
           shall have the option to terminate  this Lease or continue this Lease
           and construct the  improvements  in substantial  accordance  with the
           plans  and  specifications,  which  Tenant  will  be  deemed  to have
           approved.  If this Lease is so  terminated,  Tenant agrees to pay all
           costs  and  charges   incurred  by  Landlord   through  the  date  of
           termination,  including without limitation, the cost of all materials
           and all  charges  that are  billed by  Landlord's  architects  and/or
           contractors  for work and services  incurred in  connection  with the
           improvements to the Premises.

                  Landlord   agrees  to  expend  up  to  $3  1,500.00   for  the
                  construction  of  the  improvements  to  the  interior  of the
                  Premises;   such  sum  being   herein   referred   to  as  the
                  "Allowance".  The  Allowance  represents  the total  amount of
                  money that the Landlord will expend toward the  development of
                  the Premises over and above "Building  Standard  Improvements"
                  as such term is described in Paragraph 5 of this  Construction
                  Addendum.

           4.  In the  event  the  cost of  constructing  such  improvements  in
           accordance  with the  agreed  upon  plans and  specifications  is, in
           Landlord's opinion, reasonably likely to exceed the Allowance, Tenant
           shall deposit the estimated amount of such excess (herein  "Estimated
           Additional Costs") with Landlord prior to Landlord's  commencement of
           the work.  Landlord shall apply such money to the costs of completing
           the  improvements as work  progresses.  In the event the total actual
           cost of constructing such improvements  exceeds the Allowance and the
           Estimated  Additional Costs, Tenant shall pay such excess to Landlord
           with in ten (IO)  days of  demand  therefore.  In the event the total
           actual cost is equal to or greater than the  Allowance  but less than
           the  Estimated  Additional  Costs,  Landlord  shall refund the unused
           portion of the Estimated Additional Costs to Tenant. Tenant shall not
           be  entitled  to any  reduction  in  rent if the  actual  cost of the
           construction is less than the Allowance.


<PAGE>

          5. As used herein,  the term "Building  Standard  Improvements"  shall
          mean:

                  (i)      four unfinished walls (including glass front);
                           concrete slab;

                  (iii)    roof and

                  (iv)     "stub-up" for water, gas, electricity and telephone

         6.  Notwithstanding  anything  in  Paragraph  2 of  the  Lease  to  the
         contrary,  the  Commencement  Date of the  Lease  shall  be the date of
         substantial  completion of the tenant  improvements  in accordance with
         the approved plans and

         7.  Landlord  will  use its  best  efforts  to  substantially  complete
         construction  of the  improvements  to the interior of the Premises and
         have the Premises  available  for occupancy by Tenant on or before June
         15th, 1998 If Landlord is not able to complete the improvements by said
         date,  Landlord shall not be liable to Tenant for any damages  therefor
         and the validity of the Lease shall not be affected.

         8.  Tenant may enter the  Premises  for the purpose of  installing  its
         fixtures and equipment provided Tenant coordinates such activities with
         Landlord and Landlord's  contractors  and does not interfere with their
         work.  Any  such  entry  shall  be  subject  to all of  the  terms  and
         conditions of the Lease,  including without  limitation,  the insurance
         and indemnity provisions thereof-,  provided, however, no rent shall be
         payable until the Commencement Date.

         9. Tenant's  acceptance of occupancy  from  Landlord  shall  constitute
         acknowledgment  by Tenant that the Premises  are then in the  condition
         called for in the Lease and that Landlord has satisfactorily  completed
         Landlord's work hereunder.

         10.  Landlord  and Tenant  agree to execute an addendum to the Lease in
         which both parties  acknowledge the actual day of the Commencement Date
         of the Lease.

          11.  Capitalized  terms  used in this  Addendum  shall  have  the same
          meaning as capitalized terms in the Lease.

          IN WITNESS  WHEREOF,  Landlord and Tenant have signed this Addendum as
of the day and year first above written.

          AGREED AND ACCEPTED:                LANDLORD:

               Guarantor:

               By:                            By:
               Its:                           Its:

                                              TENANT:
                                              By:
                                              Its:


<PAGE>

                             EXHIBIT "E" - GUARANTEE

          Allstar  Systems,  Inc.,  a  Delaware  corporation  ("Guarantor"),  in
          consideration  of the  covenants  contained  in the  Lease  referenced
          hereinafter,  and other good and valuable  consideration,  the receipt
          and  sufficiency  of  which  is  acknowledged  by  Guarantor,   hereby
          absolutely and unconditionally  guarantees the prompt,  complete,  and
          full and punctual  payment,  observance,  and  performance  of all the
          terms,  covenants,  and  conditions  provided  to be paid,  kept,  and
          performed  by the Tenant in the Lease  Agreement  ("Lease")  dated May
          14th, 1998, between  University Hills Plaza, a Texas  corporation,  as
          Landlord  ("Landlord"),  and Allstar Systems Rio Grande, Inc., a Texas
          corporation,  as Tenant ("Tenant")  covering the premises described as
          B- I in the University Hill Plaza Shopping  Center,  and all renewals,
          amendments,  expansions, and modifications of the Lease. This Guaranty
          shall  include any  liability  of Tenant  which shall accrue under the
          Lease for any period  preceding  as well as any period  following  the
          term of the Lease.

          The obligation of the Guarantor is primary and independent of Tenant's
          obligations  under the Lease and may be enforced  directly against the
          Guarantor  independently of and without  proceeding against the Tenant
          or  exhausting  or  pursuing  any remedy  against  Tenant or any other
          person or entity.

          This  instrument  may  not  be  changed,   modified,   discharged,  or
          terminated  orally or in any  manner  other  than by an  agreement  in
          writing signed by Guarantor and the Landlord.

          The obligations of Guarantor under this Guaranty shall not be released
          or otherwise affected by reason of any sublease,  assignment, or other
          transfer  of the  Tenant's  interest  under the Lease,  whether or not
          Landlord consents to such sublease, assignment, or other transfer.

          Any  act of  Landlord,  or the  successors  or  assigns  of  Landlord,
          consisting  of a  waiver  of any of the  terms or  conditions  of said
          Lease, or the giving of any consent to any manner or thin- relating to
          said Lease,  or the granting of any  indulgences or extensions of time
          to  Tenant,  may be done  without  notice  to  Guarantor  and  without
          releasing the obligations of Guarantor hereunder.

          Guarantor waives any requirement that Landlord  mitigate damages under
          the Lease, except as required by law

          The  obligations  of  Guarantor  hereunder  shall not be  released  by
          Landlord's receipt,  application, or release of security given for the
          performance  and  observance of covenants and conditions in said Lease
          contained on Tenant's  part to be  performed  or observed;  nor by any
          modification of such Lease,  but in case of any such  modification the
          liability of Guarantor,  shall be deemed  modified in accordance  with
          the terms of any such modification of the Lease.

          Guarantor  waives  any  defense  or right  arising  by  reason  of any
          disability  or lack of  authority  or power of Tenant and shall remain
          liable  hereunder  if Tenant or any  other  party  shall not be liable
          under the Lease for such reason.

          This Guaranty may not be revoked by Guarantor.


<PAGE>

          Until all the covenants and  conditions in said Lease on Tenant's part
          to be  performed  and  observed  are  fully  performed  and  observed,
          Guarantor:  (i) shall have no right of  subrogation  against Tenant by
          reason of any payments or acts of  performance  by the  Guarantor,  in
          compliance  with the  obligations  of the  Guarantor  hereunder;  (ii)
          waives  any  right  to  enforce  any  remedy  which  Guarantor  now or
          hereafter  shall  have  against  Tenant  by  reason of any one or more
          payments or acts of performance in compliance  with the obligations of
          Guarantor   hereunder;   and  (iii)   subordinates  any  liability  or
          indebtedness  of Tenant  now or  hereafter  held by  Guarantor  to the
          obligations of Tenant to the Landlord under said Lease.

          The  liability  of  Guarantor  hereunder  shall  not  be  released  or
          otherwise  affected by (i) the release or  discharge  of Tenant in any
          insolvency, bankruptcy, reorganization,  receivership, or other debtor
          relief  proceeding  involving  Tenant  (collectively  "proceeding  for
          relief');  (ii) the  impairment,  limitation,  or  modification of the
          liability of Tenant or the estate of the Tenant in any  proceeding for
          relief,  or of any remedy for the  enforcement  of Tenant's  liability
          under the Lease,  resulting  from the operation of any law relating to
          bankruptcy, insolvency, or similar proceeding or other law or from the
          decision in any court;  (iii) the  rejection or  disaffirmance  of the
          Lease in any  proceeding  for relief,  or (iv) the cessation  from any
          cause whatsoever of the liability of Tenant.

          This Guaranty shall continue to be effective or be reinstated,  as the
          case may be, if at any time any  payment by Tenant to  Landlord  under
          the Lease is rescinded or must  otherwise be returned by Landlord upon
          the insolvency,  bankruptcy,  reorganization,  receivership,  or other
          debtor relief proceeding  involving Tenant, all as though such payment
          had not been made.

          This  Guaranty is executed and  delivered  for the benefit of Landlord
          and it  successors  and  assigns,  and is and  shall be  binding  upon
          Guarantor and its heirs,  executors,  administrators,  successors  and
          assigns, but Guarantor may not assign its obligations hereunder.

          Guarantor  acknowledges  that  Landlord  has no duty of good  faith to
          Guarantor,  and acknowledges that no special  relationship,  such as a
          fiduciary  or  trust   relationship,   exists  between   Landlord  and
          Guarantor.  Guarantor  agrees  that no such duty of good  faith  shall
          arise, and no such special  relationship shall exist,  unless pursuant
          to, and only to the extent set forth in, a written  agreement  that is
          signed by Landlord and Guarantor and that  expressly  states such duty
          of good faith or such special relationship.

          This Guaranty  shall be governed by and  construed in accordance  with
          the internal laws of the State of Texas  excluding  any  principles of
          conflicts of laws.  For the purpose  solely of litigating  any dispute
          under this Guaranty,  the undersigned  submits to the  jurisdiction of
          the courts of said state


                                   GUARANTOR:

                                   ALL STAR SYSTEMS, INC.

                                       By:

                                      Its: