OFFICE BUILDING LEASE



                                 by and between


                             ALLSTAR EQUITIES, INC.,
                              a Texas Corporation,
                                   as Landlord




                                       and


                             ALLSTAR SYSTEMS, INC.,
                             a Delaware Corporation,
                                    as Tenant








                            Dated: November 30, 1999


<PAGE>
                             BASIC LEASE PROVISIONS

Item 1.   Date of Lease. The Office Building Lease (the "Lease") attached hereto
          is made and entered  into  effective  as of the 30th day of  November,
          1999.

Item 2.   Tenant.  "Tenant" means Allstar Systems, Inc., a Delaware corporation,
          whose  address is:  6401  Southwest  Freeway,  Houston,  Texas  77074.
          Contact: Donald R. Chadwick.

Item 3.   Landlord.   "Landlord"   means   Allstar   Equities,   Inc.,  a  Texas
          corporation,  whose address is 6401 Southwest Freeway,  Houston, Texas
          77074. Contact: James H. Long.

Item 4.   Building. "Building" means the office building commonly referred to as
          6401 Southwest Freeway, Houston, Texas 77074 together with all parking
          and  related  amenities  which has been  constructed  on the land (the
          "Land") located on 2.251 acres of land,  being Lots 1 and 3 of Block 5
          of the  replat of Block 5,  Sharpstown  Industrial  Park,  Section  2,
          Harris County, Texas, according to the map or plat recorded thereof in
          Volume 70, Page 48, of the Map Records of Harris County, Texas.

Item 5.   Lease Term. The "Lease Term" is the period  commencing on November 30,
          1999,  (the  "Commencement  Date")  and,  continuing  for  sixty  (60)
          calendar  months  thereafter.  In the event the  Commencement  Date is
          other than the first day of a calendar month,  the Lease Term shall be
          calculated as if the Commencement  Date were the first day of the next
          full  calendar  month and rent shall be prorated for the first partial
          month of the Lease.

Item 6.   Base Rent.  The "Base Rent" for the Lease Term shall be $37,692.00 per
          month.


Item 7.   Security  Deposit.  Tenant  shall  pay,   contemporaneously  with  the
          execution hereof, a Security Deposit of $37,692.00.

Item 8.   Permitted  Use.  Tenant shall use and occupy the Building for business
          offices and no other use or purpose  without the prior written consent
          of Landlord.

These Basic Lease Provisions are incorporated  into and made a part of the Lease
attached hereto.

Each reference in the Lease to any of the  information or definitions  set forth
in these  Basic Lease  Provisions  shall mean and refer to the  information  and
definitions  hereinabove  set forth and  shall be used in  conjunction  with the
provisions of the Lease. In the event of any direct conflict between these Basic
Lease  Provisions  and the Lease,  these Basic Lease  Provisions  shall control;
provided,  however,  that those  provisions of the Lease (including its Exhibits
and Riders) which expressly  require an adjustment or modification to any of the
matters set forth in these Basic Lease Provisions shall supersede the provisions
of these Basic Lease Provisions.

LANDLORD:                           TENANT:

ALLSTAR EQUITIES, INC.              ALLSTAR SYSTEMS, INC.



By: __________________________      By: __________________________
     James H. Long                      Donald L. Chadwick
     President                          Chief Financial Officer


<PAGE>

                              OFFICE BUILDING LEASE

         This Office  Building  Lease (the  "Lease")  is made and  entered  into
effective as of the 30th day of November, 1999, by and between Allstar Equities,
Inc., a Texas corporation (hereinafter called "Landlord"),  and Allstar Systems,
Inc., a Delaware corporation (hereinafter called "Tenant").

                                   WITNESSETH:

         Landlord, in consideration of the rent to be paid and the covenants and
agreements  to be performed by Tenant,  as  hereinafter  set forth,  does hereby
Lease,  Demise and Let unto Tenant and Tenant accepts the Building for the Lease
Term specified in Item 5 of the Basic Lease Provisions,  all upon and subject to
the following terms, provisions, covenants, agreements and conditions:

     1. Base Rent. Tenant covenants and agrees to pay Landlord in legal currency
of the United  States of America on or in advance of the first day of each month
during the Lease Term, without demand, set-off or deduction whatsoever, the Base
Rent as provided for in Item 6 of the Basic Lease Provisions.

     2. Additional Rent. In addition to the Base Rent, Tenant also covenants and
agrees to pay all other cost and expenses set forth in this Lease.

     3.  Payments  and  Performance.  Tenant  agrees  to pay all  rents and sums
provided to be paid by Tenant  hereunder  at the times and in the manner  herein
provided,  without  any  set-off,  deduction  or  counterclaim  whatsoever.  The
obligation of Tenant to pay such rent is an  independent  covenant and no act or
circumstance  whatsoever,  whether such act or circumstance constitutes a breach
of covenant by Landlord or not,  shall release Tenant from the obligation to pay
rent. Any amount which becomes owing by Tenant to Landlord  hereunder shall bear
interest  from the date due until  paid at an annual  rate (the "Past Due Rate")
equal to the maximum  nonusurious  rate which  Landlord  is legally  entitled to
contract  for,  charge or collect  under  applicable  state or federal  law.  In
addition,  Tenant  shall pay a late charge in the amount of five percent (5%) of
any  installment of rent hereunder which is not paid within ten (10) days of the
date on which it is due for the purpose of defraying  Landlord's  administrative
expenses incident to the handling of such overdue payments.

     4. Security Deposit.  Tenant has deposited with Landlord on the date of the
execution  of this  Lease  the  sum  set  forth  in  Item 7 of the  Basic  Lease
Provisions  as  security  for the full and  faithful  performance  by  Tenant of
Tenant's  covenants and obligations  hereunder.  Such security deposit shall not
bear  interest  and shall not be  considered  an  advance  payment  of rent or a
measure or limitation of Landlord's damages in case of default by Tenant. In the
event Tenant  defaults in the performance of any of the covenants or obligations
to be performed by it hereunder, including but not limited to the payment of any
rent to be paid hereunder, Landlord may, from time to time, without prejudice to
any other remedy, use such security deposit to the extent necessary to make good
any  arrearages  in rent or in any  sum as to  which  Tenant  is in  default  or
otherwise  obligated to pay hereunder  and to pay for any other damage,  injury,
expense or liability caused to Landlord by such default,  whether such damage or
deficiency may accrue before or after  termination of this Lease.  Following any
such application of the security  deposit,  Tenant shall pay and be obligated to
pay to Landlord on demand the amount so applied in order to restore the security
deposit to its  original  amount.  If Tenant is not in default  hereunder on the
date on which this Lease is terminated (the  "Expiration  Date"),  any remaining
balance of the security  deposit  shall be returned by Landlord to Tenant within
thirty  (30)  days of the  Expiration  Date and  after  delivery  by  Tenant  of
possession  of the  Building  to  Landlord  in  accordance  with the  terms  and
conditions of this Lease.


<PAGE>

     5. Installation of Improvements.  Landlord has made no  representations  or
warranties  as to the  condition of the  Building or the Land,  nor has Landlord
made any  commitment  to  remodel,  repair  or  redecorate.  Tenant  has been in
possession  of the  Building  and  accepts  the  same  in its  current  "AS  IS"
condition.

     6. Assignment and Subletting.

          (a) In the event Tenant  should  desire to assign this Lease or sublet
the Building or any part thereof,  Tenant shall give Landlord  written notice of
such  desire at least  sixty (60) days in  advance  of the date on which  Tenant
desires to make such assignment or sublease, which notice shall contain the name
and the nature  and  character  of the  business  of the  proposed  assignee  or
subtenant and the term, use,  rental rate and other  particulars of the proposed
subletting or assignment, including without limitation, evidence satisfactory to
Landlord that the proposed subtenant or assignee is financially  responsible and
will  immediately  occupy and thereafter use the Building (or any sublet portion
thereof)  for the  remainder  of the Lease Term (or for the  entire  term of the
sublease,  if  shorter).  Landlord  shall then have a period of thirty (30) days
following  receipt of such notice  within which to notify Tenant in writing that
Landlord  elects (1) to  terminate  this Lease as to the space so affected as of
the date so specified by Tenant for such assignment or subletting, (2) to permit
Tenant to assign this Lease or sublet such space, or (3) to refuse to consent to
Tenant's  assignment  or  subleasing of such space and to continue this Lease in
full force and  effect as to the  entire  Building.  If  Landlord  shall fail to
notify  Tenant in writing of such  election  within said thirty (30) day period,
Landlord  shall be  deemed  to have  elected  option  (3)  above.  Landlord  may
condition any consent to an assignment  or subletting  upon Tenant's  payment to
Landlord of any reasonable costs incurred by Landlord in reviewing and approving
such  requested  assignment  or  subletting,   including,   without  limitation,
Landlord's  attorneys' fees. No assignment or subletting by Tenant shall relieve
Tenant of any obligations under this Lease.  Consent of Landlord to a particular
assignment or sublease or other transaction shall not be deemed a consent to any
other or subsequent transaction.

          (b) If Landlord  consents to any subletting or assignment by Tenant as
hereinabove  provided and  subsequently  any rents  received by Tenant under any
such  sublease are in excess of the rent payable by Tenant to Landlord or Tenant
receives  any  additional   consideration  from  the  assignee  under  any  such
assignment,  then  Landlord  may, at its option,  either (i) declare such excess
rents under any sublease or such additional  consideration for any assignment to
be due and payable by Tenant to Landlord as additional rent  hereunder,  or (ii)
elect to cancel this Lease as to the space assigned or sublet and, at Landlord's
option,  enter into a lease  directly with such  assignee or subtenant,  without
liability to Tenant.

          (c) Landlord shall have the right to transfer and assign,  in whole or
in part,  all of its rights and  obligations  hereunder  and in the Building and
Land and in such  event and upon  assumption  by the  transferee  of  Landlord's
obligations  hereunder  (any such  transferee  to have the  benefit  of,  and be
subject to, the  provisions of this Lease),  no further  liability or obligation
shall  thereafter  accrue against  Landlord  hereunder and Tenant agrees to look
solely to the  successor  in interest of Landlord  for the  performance  of such
obligations.

          (d) No  assignment  or  sublease  shall  release  Tenant  or  Tenant's
guarantor  from any  obligations  hereunder.  In the event  Tenant is in default
under this Lease, then Landlord, in addition to any other remedies,  may collect
all rents coming due directly from any subtenant and apply same against any sums
due  Landlord  by Tenant,  but Tenant  shall not be  released  from any  further
liability or obligations because of such collections by Landlord.


<PAGE>

          (e) If Tenant is a  corporation  and if at any time  during  the Lease
Term  the  person  or  persons  who own the  voting  shares  at the  time of the
execution  of this Lease cease for any reason to own a majority of such  shares,
including  but not  limited to  merger,  consolidation  or other  reorganization
involving another corporation,  or if Tenant is a partnership and if at any time
during  the Lease  Term the  general  partner or  partners  who own the  general
partnership  interests in the  partnership  at the time of the execution of this
Lease  cease for any reason to own a majority of such  interests  (except as the
result of transfers  by gift,  bequest or  inheritance  to or for the benefit of
members of the immediate family of such original  shareholder(s) or partner(s)),
such an event  shall be deemed to be an  assignment  requiring  Tenant to comply
with the terms hereof. The preceding sentence shall not apply whenever Tenant is
a corporation the outstanding stock of which is listed on a recognized  security
exchange or if at least  eighty  percent  (80%) of its voting  stock is owned by
another corporation, the voting stock of which is so listed.

     7. Use and Occupancy.  Tenant  covenants and agrees that the Building shall
be used and occupied by Tenant only for the Permitted Use set forth in Item 8 of
the  Basic  Lease  Provisions  and for no other  purpose  and  agrees to use and
maintain the Building in a clean,  careful, safe and proper manner and to comply
with all applicable state, federal and municipal laws, ordinances, orders, rules
and regulations. Tenant agrees not to commit waste nor suffer or permit waste to
be committed on or in the Building or the Land.

     8.  Alterations and Additions by Tenant.  Tenant shall not make or allow to
be made any alterations, improvements or additions in or to the Building without
first obtaining the written consent of Landlord, and all alterations,  additions
and improvements made to or fixtures or other improvements placed in or upon the
Building,  whether temporary or permanent in character,  by either party (except
only moveable office furniture and equipment not attached to the Building) shall
be deemed a part of the  Building  and with  respect  to  Tenant's  alterations,
additions,  improvements and fixtures, they shall remain Tenant's property until
the  expiration  or  earlier  termination  of the Lease at which time they shall
become the property of Landlord  without  compensation  to Tenant.  Alterations,
improvements  and additions in and to the Building  requested by Tenant shall be
in accordance with plans and specifications which have been previously submitted
to and approved in writing by Landlord. Such work shall be performed at Tenant's
expense and accomplished either by Landlord or by contractors and subcontractors
approved in writing by Landlord. If such work is performed by Landlord, Landlord
shall be  entitled  to a  construction  supervision  fee in the  amount  of five
percent (5%) of the cost of any alterations,  improvements or additions. If such
work is not performed by Landlord,  then all work performed by other contractors
and subcontractors shall be subject to the following conditions:

          (a) A certificate of insurance for each  contractor and  subcontractor
must be  submitted  to the  Landlord  for  approval  prior  to  commencement  of
construction;

          (b) Tenant  must  insure that all  workmen  will be  cooperative  with
Building personnel and comply with all Building rules and regulations;

          (c) All construction must be done in a good and workmanlike manner and
shall be subject to approval by Landlord in its sole discretion upon completion;

          (d)  Lien  releases  in  recordable  form  from  each  contractor  and
subcontractor  must be  submitted  to the  Landlord  within  five (5) days after
completion; and

          (e) All  construction  must  comply with all  applicable  governmental
laws, rules and regulations.


<PAGE>

     9. Repair and Maintenance by Tenant.  This is intended to be a "Triple Net"
lease and in addition to the obligations of Tenant to pay for all Property Taxes
(as hereinafter defined) and insurance as provided in Sections 14 and 15 hereof,
Tenant is responsible, at its sole cost and expense for all maintenance, repairs
and replacements (including,  without limitation,  those of a capital nature) to
the Building and Land,  including,  but not by way of limitation,  all items set
forth in this  Section 8.  Tenant  will not in any  manner  deface or damage the
Building or Land and will pay as additional rent on demand the cost of replacing
any  damage  done to the  Building  or Land  except  damage  caused by the gross
negligence or willful misconduct of Landlord.  Tenant shall, at its own cost and
expense,  throughout  the term hereof,  keep and  maintain in good  repair,  all
structural and non-structural  portions of the Building and Land,  including but
not limited to the roof, foundation, structural soundness of the exterior walls,
including cleaning and painting thereof.  Tenant shall keep and maintain in good
repair all windows, window glass, plate glass (including cleaning of all glass),
doors,  fixtures,  equipment,  Elevators (as  hereinafter  defined) and HVAC (as
hereinafter  defined) and all other machinery  located in the Building and/or on
the Land.  Tenant shall pay for all license,  permits,  use and  inspections  in
connection with the Building and Land during the Lease Term. Furthermore, Tenant
shall keep the plumbing working,  closets,  pipes and fixtures belonging thereto
in good repair,  and keep the water pipes and connections  free from ice and all
other obstructions, to the satisfaction of Landlord and any government authority
having  jurisdiction  over the Building or the Land during the term  hereof.  It
shall be the  obligation  of Tenant to keep and  maintain  in good  repair,  the
sidewalks,  parking lots,  driveways  and curbs,  service  facilities,  signage,
landscaping,  sprinkler systems,  Elevators,  including all alterations and work
required to have the  Building and Land comply with all  Environmental  Laws and
all laws, ordinances and regulations applicable to the Building and Land. Tenant
shall,  at  its  sole  cost  and  expense,  during  the  term  hereof  make  all
alterations,  improvements  or  additions  to the  Building and Land that may be
required  on  account  of any  existing  or future  laws or  regulations.  It is
specifically  understood  that Landlord shall have no obligation for maintenance
or repair of the  Building  or Land and shall incur no  liability  or expense in
regard  thereto.  Tenant  shall  insure that the  heating,  ventilating  and air
conditioning  equipment serving the Building ("HVAC") is in good operating order
and condition on the Commencement  Date and Tenant shall maintain a commercially
reasonable preventative maintenance contract for the HVAC system,  acceptable to
Landlord,  during the term hereof.  Tenant shall make all necessary  repairs and
replacements  of the HVAC system which are not covered (or would not be covered)
under such preventative maintenance contract, including capital expenditures for
repair  or  replacement  of the  HVAC  systems  serving  the  Building.  Without
diminishing  such  obligation  of Tenant and in addition  to any other  remedies
Landlord may have, if Tenant fails to make such repairs and replacements  within
fifteen (15) days after  notice to Tenant from  Landlord,  Landlord  may, at its
option,  make such  repairs and  replacements  and Tenant shall pay Landlord the
cost thereof as additional  rent on demand.  Likewise,  Tenant shall at its sole
cost and  expense,  insure that the  elevators  and all  equipment  and fixtures
related thereto  (collectively  the "Elevators") are in good operating order and
condition and comply with all  governmental  requirements as of the Commencement
Date and Tenant shall maintain a commercially  reasonable preventive maintenance
contract for the Elevators,  acceptable to Landlord,  during the term hereof and
insure that the same continue to comply with all applicable  rules,  regulations
and  ordinances  of any  governmental  authority  having  jurisdiction  over the
Building.  Tenant  shall make all  necessary  repairs  and  replacements  of the
Elevators  which are not covered (or would not be covered) under this preventive
maintenance contract,  including capital expenditures for repairs or replacement
of the  Elevators.  Without  diminishing  such  obligations  of  Tenant,  and in
addition to any other  remedies  Landlord may have, if Tenant fails to make such
repairs and  replacements  within  fifteen (15) days after notice to Tenant from
Landlord,  Landlord may, at its option,  make such repairs and  replacements and
Tenant  shall pay  Landlord  the cost  thereof  of  additional  rent on  demand.
However,  nothing set forth in this  Section 8, or elsewhere in this Lease shall
impose any obligation upon Landlord to make any such repairs or replacements and
Landlord shall have no liability to Tenant, its agent, employees, contractors or
invitees for failure to make such repairs and/or  replacement or for any damage,
loss  or  injury  (including  death)  arising   therefrom,   and  Tenant  hereby
indemnifies  and holds  Landlord  harmless  from any and all  damage,  cost,  or
liabilities  which may arise by virtue of any loss,  damage,  injury  (including
death) or  liability  arising  from such  election by Landlord  not to repair or
replace.  Tenant  shall  maintain,  at its sole cost and  expense,  a janitorial
service contract and a pest control contract  covering the Building,  acceptable
to Landlord, during the Lease Term.


<PAGE>

     10.   Mechanic's   Liens.   Tenant  will  not  permit  any   mechanic's  or
materialman's lien to be placed upon the Building or improvements thereon or the
Land  during the term hereof  caused by or  resulting  from any work  performed,
materials  furnished  or  obligations  incurred  by or at the request of Tenant.
Nothing  contained  in this  Lease  shall be deemed or  construed  in any way as
constituting  the  consent or  request  of  Landlord,  express  or  implied,  by
inference or otherwise, to any contractor, subcontractor, laborer or materialman
for the  performance  of any labor or the furnishing of any materials that would
give rise to the filing of any mechanic's,  materialman's  or other lien against
the interest of Landlord in the Land or the Building.  In the case of the filing
of any lien on the  interest  of  Landlord  or Tenant in the  Building  or Land,
Tenant  shall cause the same to be  discharged  of record or  adequately  bonded
within  twenty  (20) days  after the  filing of same.  If Tenant  shall  fail to
discharge  or  adequately  bond around such lien within such  period,  then,  in
addition to any other right or remedy of Landlord,  Landlord  may, but shall not
be obligated to,  discharge  the same either by paying the amount  claimed to be
due or by procuring  the  discharge of such lien by deposit in court or bonding.
Any  amount  paid by  Landlord  for any of the  aforesaid  purposes,  or for the
satisfaction  of any other lien not caused or claimed to be caused by  Landlord,
together with all  reasonable  legal and other expenses of Landlord in defending
any such action or procuring the discharge of such lien, shall be paid by Tenant
to Landlord as additional rent on demand.

     11. Indemnity and Non-Liability. Landlord will not be liable for and Tenant
will  indemnify and hold Landlord  harmless  from all suits,  liability,  fines,
claims, demands, actions, damages, losses, costs and expense, including, but not
limited to,  Landlord's  reasonable  attorneys' fees, for any injury or death to
persons,  any loss or damage to  property  or any loss of or damage to  Tenant's
business  caused  wholly  or in  part  by (i) the  negligence  of,  (ii) an act,
omission or  misconduct  of,  (iii) a breach of this Lease by or (iv) the use or
occupancy of the Building or Land by, Tenant, its employees,  agents,  servants,
contractors,  licensees,  invitees  or  subtenants.  Unless  caused by the gross
negligence or willful  misconduct of Landlord,  Landlord  shall not be liable or
responsible  for any loss or damage to  property  or death or injury to  persons
occasioned by any event, including, without limitation, theft, fire, act of God,
injunction,  defects in the Building,  riot,  strike,  war,  court order,  other
governmental  action or other  matter or the  leakage  or  failure of any pipes,
wiring or fixture or the backing up of any drains.

     12. Certain Rights Reserved by Landlord.  In addition to Landlord's  rights
under the  Building  Rules and  Regulations  attached  hereto  as  Exhibit  "A",
Landlord shall have the following rights, exercisable without notice and without
liability  to Tenant for damage or injury to  property,  person or business  and
without  effecting  an  eviction,  constructive  or actual,  or  disturbance  of
Tenant's use or  possession or giving rise to any claim for set-off or abatement
of rent:

          (a) To change the Building's name or street address;

          (b) To install,  affix and  maintain any and all signs on the exterior
and interior of the Building;

          (c) To enter upon the  Building at  reasonable  hours to exercise  its
rights hereunder or inspect same or to show the Building to prospective  lenders
or  purchasers,  and,  during the last twelve (12) months of the Lease Term,  to
show them to prospective  tenants at reasonable  hours and, if they are vacated,
to prepare them for reoccupancy;

          (d) To retain at all times, and to use in appropriate instances,  keys
to all doors within and into the Building;


<PAGE>

          (e) To decorate and to make repairs,  alterations,  additions, changes
or improvements,  whether structural or otherwise, in and about the Building, or
any other part thereof,  without any  obligation to do so, and for such purposes
to enter upon the Building and,  during the  continuance of any of said work, to
temporarily close doors, entryways, public space and corridors in the Building;

          (f)  To  interrupt  or  temporarily   suspend  Building  services  and
facilities  and  to  change  the   arrangement  and  location  of  entrances  or
passageways, doors and doorways, corridors,  elevators, stairs, toilets or other
public parts of the Building,  all without abatement of rent or affecting any of
Tenant's  obligations  hereunder,  so  long as  access  to the  Building  is not
unreasonably restricted;

          (g) To  take  all  such  reasonable  measures  as  Landlord  may  deem
advisable  for the security of the Building and its  occupants.  Notwithstanding
the foregoing,  Landlord shall not be obligated to provide any security measures
and Landlord shall not be liable to Tenant or Tenant's  employees,  customers or
invitees  for any  damage,  cost or expense  which  occurs for any reason in the
event any  provided  security  measure is not properly  installed,  monitored or
maintained or any such service is not properly  provided,  nor shall Landlord be
liable to Tenant or Tenant's employees,  customers or invitees for any damage or
loss caused by theft, burglary,  assault, vandalism or any other crime. Landlord
strongly  encourages  Tenant to secure  Tenant's own  insurance in excess of the
amounts required elsewhere in this Lease and/or to provide Tenant's own security
measures to protect against the above  occurrences if Tenant desires  additional
coverage for such risks.

     13. Fire or Other  Casualty.  If the Building or any part thereof  shall be
damaged by fire or other  casualty,  Tenant  shall give  prompt  written  notice
thereof to Landlord.  In case the Building  shall be so damaged by fire or other
casualty that substantial alteration or reconstruction of the Building shall, in
Landlord's  sole opinion,  be required,  Landlord may, at its option,  terminate
this Lease and the term and estate hereby granted by notifying Tenant in writing
of such  termination  within thirty (30) days after the date of such damage,  in
which event the rent hereunder shall be abated as of the date of such damage. If
Landlord  does not  elect to  terminate  this  Lease or if, in  Landlord's  sole
opinion,  substantial  alteration  or  reconstruction  of  the  Building  is not
required,  Landlord shall repair and restore the Building to  substantially  the
same  condition  in  which it was  immediately  prior  to the  happening  of the
casualty,  except that  Landlord  shall not be  required  to rebuild,  repair or
replace  any part of  Tenant's  furniture  or  furnishings  or of  fixtures  and
equipment  owned or  removable  by Tenant  under the  provisions  of the  Lease.
Notwithstanding  the  foregoing,  Landlord's  obligation to restore the Building
shall not require  Landlord to expend for such repair and restoration  work more
than the insurance proceeds actually received by the Landlord as a result of the
casualty.  Landlord  shall not be liable for any  inconvenience  or annoyance to
Tenant or injury to the business of Tenant resulting in any way from such damage
or the repair  thereof.  If any other portion of the Building is damaged by fire
or other  casualty  resulting  from the fault or  negligence of Tenant or any of
Tenant's  agents,  employees  or  invitees,  the  rent  hereunder  shall  not be
diminished and Tenant shall be liable to Landlord for the cost of the repair and
restoration  of the Building  caused thereby to the extent such cost and expense
is not covered by insurance proceeds.


<PAGE>

     14.  Condemnation.  If all of the Building and Land, or so much of the same
as would,  in Landlord's  sole opinion,  materially  interfere with the parties'
continued efficient and/or economically feasible use of the remainder,  shall be
taken for any public or quasi-public use under any governmental  law,  ordinance
or regulation or by right of eminent  domain or should be sold to the condemning
authority in lieu of condemnation,  then Landlord may, at its option,  terminate
this Lease as of the date when  physical  possession  of the Building or Land is
taken by the  condemning  authority.  If Landlord does not terminate this Lease,
the rent payable  hereunder shall be diminished by an amount  representing  that
part of said rent as shall  properly be allocable to the portion of the Building
which was taken or sold. Landlord shall receive the entire award from any taking
or  condemnation  and Tenant shall have no claim thereto for any reason relating
to the taking or condemnation.

     15.  Taxes.  Tenant  shall be liable for and shall pay,  prior to  becoming
delinquent,  all taxes levied or assessed  against Tenant's  personal  property,
furniture,  alterations,  improvements or fixtures in the Building including any
sales and use taxes associated with materials and/or services in connection with
the Building.  Tenant shall pay to Landlord (or directly to the taxing authority
if required by Landlord) the Property  Taxes (as  hereinafter  defined) for each
tax year of the term  hereof.  Property  Taxes shall be prorated for any partial
tax year within the term based on the actual  number of days  elapsed.  Promptly
after receipt of a property tax bill,  Landlord shall provide Tenant with a copy
of the same.  Tenant  shall pay all Property  Taxes prior to when such  Property
Taxes are delinquent.  Tenant shall deliver evidence to Landlord, in the form of
a copy of the check to the taxing authorities, of payment of such Property Taxes
prior to the same becoming  delinquent.  "Property  Taxes" means the real estate
taxes levied on the Building and Land including any interest or penalty  charges
payable  with  respect to any such taxes by virtue of Tenant's  late  payment or
non-payment of all or any portion of Property  Taxes.  Property Taxes shall also
include  betterments  and  special  and  general  assessments  levied or imposed
against the Buildings,  Land and/or Building.  Property Taxes shall also include
any tax,  excise,  surcharge or  assessment  levied by any  governmental  taxing
authority  upon or against the rents payable  hereunder by Tenant in lieu of any
Property Taxes.  Notwithstanding the foregoing,  Tenant shall have no obligation
to pay any income taxes, sales taxes,  excess profit taxes,  franchise,  capital
stock, inheritance or estate taxes, license fees, inspection fees or permit fees
levied against Landlord.

     16. Waiver of Subrogation and Insurance.

          (a) Each party hereto  hereby  waives any and every claim which arises
or may arise in its favor and against the other party hereto, or anyone claiming
through or under them, by way of subrogation or otherwise,  for any and all loss
of or  damage  to any of its  property  (whether  or not such  loss or damage is
caused by the fault or  negligence  of the other  party or anyone  for whom said
other  party may be  responsible),  which loss or damage is covered by valid and
collectible fire and extended coverage  insurance  policies,  to the extent that
such loss or damage is insurable  under said  insurance  policies.  Said waivers
shall be in  addition  to, and not in  limitation  or  derogation  of, any other
waiver or release  contained in this Lease with respect to any loss or damage to
property of the parties hereto.


<PAGE>

          (b) Tenant  shall at its sole cost and  expense,  procure and maintain
throughout  the term of this Lease a policy or  policies of  insurance  insuring
Tenant  against (i) any and all  liability for injury to or death of a person or
persons and for damage to or  destruction  of property  occasioned by or arising
out of or in  connection  with the use or  occupancy  of the  Building or by the
condition  of the Building  (including  the  contractual  liability of Tenant to
indemnify  Landlord  contained  herein) with a limit of not less than $1,000,000
for each  occurrence  and  $5,000,000 in the  aggregate,  (ii) fire and extended
coverage  insurance  covering  Tenant's  personal  property  and  movable  trade
fixtures in the  Building  to the extent of full  replacement  value,  and (iii)
worker's compensation insurance as required by the State of Texas. Whenever good
business  practice,  in Landlord's  reasonable  judgment,  indicates the need of
additional insurance coverage or different types of insurance in connection with
the Building or Tenant's use and occupancy thereof,  Tenant shall, upon request,
obtain such  insurance at Tenant's  expense and provide  Landlord  with evidence
thereof. Additionally,  Tenant shall at all times during the Lease Term maintain
in effect a policy or policies of  insurance  covering  the Building for 100% of
replacement cost or in such amounts as Landlord may from time to time determine,
providing  protection  against perils included within the standard Texas form of
fire and extended  coverage  insurance  policy,  together with insurance against
sprinkler damage, vandalism, malicious mischief, business interruption, and such
other  risks as  Landlord  may  from  time to time  determine  and with any such
deductibles as Landlord may from time to time determine.  All insurance shall be
written by an  insurance  company or  companies  satisfactory  to  Landlord  and
licensed to do business in the State of Texas with  Landlord and any other party
in interest  from time to time  designated  by Landlord  named as an  additional
insured without restriction.  If Tenant has an umbrella or excess policy, Tenant
will name Landlord as an additional insured without restriction on all insurance
required pursuant to the Lease and on all layers of umbrella or excess policies.
Tenant shall obtain a written  obligation on the part of each insurance  company
to notify  Landlord  at least  thirty  (30) days  prior to  cancellation  of all
required  premium to this Section  16(b) such  insurance.  Such policies or duly
executed  certificates of insurance relating thereto shall be promptly delivered
to Landlord  within five (5) days after the execution of this Lease and renewals
thereof as required  shall be  delivered  to Landlord at least  thirty (30) days
prior to the  expiration  of the  respective  policy  terms.  If Tenant fails to
comply with the foregoing  requirements relating to insurance,  Landlord may, at
its sole option,  obtain such insurance and Tenant shall pay as additional  rent
to Landlord on demand the premium cost thereof.

     17.  Surrender Upon  Termination.  At the expiration or termination of this
Lease, whether caused by lapse of time or otherwise, Tenant shall at once remove
all furniture,  movable trade fixtures and equipment and surrender possession of
the  Building  and Land and deliver the Building and Land to Landlord in as good
repair and condition as at the Commencement  Date,  reasonable wear and tear and
damages or destruction  by fire or other insured  casualty  excepted,  and shall
deliver to Landlord all keys to the  Building.  Tenant,  or Landlord at Tenant's
expense, shall repair any damage to the Building or the Building and Land caused
by any such  removal.  All  furniture,  movable  trade  fixtures  and  equipment
installed  by Tenant  not  removed  at the  expiration  of this  Lease or within
fifteen (15) days after any other  termination  shall  thereupon be conclusively
presumed to have been abandoned by Tenant and Landlord may, at its option,  take
over the  possession  of such  property  and either (a)  declare  same to be the
property  of Landlord by written  notice  thereof to Tenant,  or (b) at the sole
risk,  cost and  expense of Tenant,  remove the same or any part  thereof in any
manner that  Landlord  shall  choose and dispose of the same  without  incurring
liability to Tenant or any other person.


<PAGE>

     18. Events of Default by Tenant.

          (a) The  occurrence of any of the following  events shall be deemed to
be an event of default by Tenant under this Lease:

               (i) Tenant shall fail to pay when due hereunder  any  installment
of rent or any other sum of money payable by Tenant to Landlord; or

               (ii) Tenant  shall fail to comply with or observe any other term,
provision  or  covenant  of this  Lease,  and Tenant has not cured such  failure
(except  for the  failure  to pay  rent)  within  twenty  (20)  days  after  the
occurrence of such failure; or

               (iii) Tenant shall become insolvent,  or shall make a transfer in
fraud of creditors, or shall make an assignment for the benefit of creditors, or
Tenant shall admit in writing its inability to pay its debts as they become due,
or Tenant shall file a petition  under any section or chapter of the  Bankruptcy
Reform  Act of 1978,  as  amended,  or under any  similar  law or statute of the
United  States or any State  thereof,  or Tenant  shall be adjudged  bankrupt or
insolvent in  proceedings  filed  against  Tenant  thereunder,  or a petition or
answer  proposing  the  adjudication  of Tenant as a bankrupt or its similar law
shall be filed in any court and such  petition or answer shall not be discharged
within sixty (60) days after the filing thereof,  or a receiver or trustee shall
be  appointed  for all or  substantially  all of the  assets of Tenant or of the
Building or of any of Tenant's property located thereon; or

               (iv) The leasehold  estate  hereunder shall be taken or attempted
to be taken by execution or other process of law in any action  against  Tenant;
or

               (v) Tenant shall abandon or vacate any substantial portion of the
Building  for a  period  of time in  excess  of five (5)  days  without  written
permission of Landlord; or

               (vi) The  liquidation,  termination,  dissolution,  forfeiture of
right to do business or death of Tenant or any Guarantor.

          (b) If an event of default shall have  occurred,  Landlord shall have,
in addition to such other rights or remedies as are contained  within this Lease
or at law or in equity,  the right at its election,  then or any time thereafter
while  such event of default  shall  continue,  to pursue any one or more of the
following remedies:

               (i) Terminate this Lease by giving notice  thereof to Tenant,  in
which event Tenant shall  immediately  surrender the Building to Landlord and if
Tenant fails to do so, Landlord may without  prejudice to any other remedy which
it may have for  possession or arrearages in rent,  enter upon and take absolute
possession  of the  Building.  Tenant hereby agrees to pay to Landlord on demand
the amount of all loss and damage  which  Landlord  may suffer by reason of such
termination,  whether  through  inability to relet the Building on  satisfactory
terms or otherwise, including loss of rental for the remainder of the Lease Term
and interest thereon at the Past Due Rate from the date of the default.

               (ii)  Enter upon and take  absolute  possession  of the  Building
without  terminating this Lease.  Landlord may (but shall be under no obligation
to) relet the  Building or any part  thereof  for the account of Tenant,  in the
name of Tenant or Landlord or otherwise, without notice to Tenant, for such term
or terms  (which may be greater or less than the period  which  would  otherwise
have  constituted  the balance of the term of this Lease) and on such conditions
(which may  include  concessions  or free rent) and for such uses as Landlord in
its absolute  discretion  may determine and Landlord may collect and receive any
rents payable by reason of such  reletting.  Tenant  covenants and agrees to pay
Landlord on demand all reasonable expenses necessary to relet the Building which
shall include the cost of renovating,  repairing and altering the Building for a
new tenant or tenants,  advertisements  and brokerage  fees,  and Tenant further
covenants and agrees to pay Landlord on demand any deficiency  that may arise by
reason of such  reletting  together with interest on all sums due thereon at the
Past Due Rate from the date of the default. Landlord shall not be responsible or
liable for any  failure  to relet the  Building  or any part  thereof or for any
failure to collect  any rent due upon any such  reletting.  No such  re-entry or
taking of  possession  of the  Building by  Landlord  shall be  construed  as an
election on Landlord's  part to terminate  this Lease unless a written notice of
such termination is given to Tenant pursuant to subparagraph 17(b)(i) above.


<PAGE>

               (iii) Make such payments  and/or take such action and do whatever
Tenant is obligated to do under the terms of this Lease.  Tenant  covenants  and
agrees to reimburse Landlord on demand for any expenses which Landlord may incur
in thus affecting compliance with Tenant's obligations under this Lease together
with interest  thereon at the Past Due Rate from the date paid by Landlord,  and
Tenant  further  agrees  that  Landlord  shall  not be  liable  for any  damages
resulting  to Tenant  from such  action,  whether  caused by the  negligence  of
Landlord or otherwise.

               (iv)  Collect,  from  time to time,  by suit or  otherwise,  each
installment  of rent or other sum as it becomes  due  hereunder,  or to enforce,
from time to time, by suit or otherwise,  any other term or provision  hereof on
the part of Tenant required to be kept or performed.

               (v)  Terminate  this Lease by giving Tenant  notice  thereof,  in
which  event  Tenant  shall  pay to  Landlord  the sum of (1) all  rent  accrued
hereunder  through the date of  termination,  and (2) an amount equal to (A) the
total rent that Tenant would have been  required to pay for the remainder of the
Lease Term  discounted  to  present  value at a rate of seven  percent  (7%) per
annum,  minus (B) the then  present  fair rental  value of the Building for such
period,  similarly  discounted at a rate of seven percent (7%) per annum,  after
deducting all anticipated costs of reletting and Landlord's expenses for keeping
the Building in good order.

          (c) In order to regain  possession  of the  Building  pursuant to this
Paragraph  17,  Landlord or its agent may, at the expense and  liability  of the
Tenant,  alter or change any or all locks or other security devices  controlling
access to the Building  without  posting or giving notice of any kind to Tenant.
Landlord shall have no obligation to provide Tenant a key or grant Tenant access
to the Building so long as Tenant is in default under this Lease.  Landlord may,
without notice,  remove and either dispose of or store, at Tenant's expense, any
property  belonging to Tenant that remains in the  Building  after  Landlord has
regained possession thereof.

          (d) No repossession or re-entering on the Building or any part thereof
by Landlord  and no  reletting  of the  Building or any part thereof by Landlord
shall  terminate  this  Lease,  unless a notice  of such  intention  be given to
Tenant.

          (e) No right or remedy herein  conferred  upon or reserved to Landlord
is intended  to be  exclusive  of any other right or remedy,  and each and every
right and remedy  shall be  cumulative  and in  addition  to any other  right or
remedy given  hereunder  or now or hereafter  existing at law or in equity or by
statute. In addition to other remedies provided in this Lease, Landlord shall be
entitled,  to the extent  permitted by applicable  law, to injunctive  relief in
case of the  violation,  or attempted  or  threatened  violation,  of any of the
covenants,  agreements,  conditions or provisions of this Lease,  or to a decree
compelling performance of any of the other covenants, agreements,  conditions or
provisions of this Lease,  or to any other remedy  allowed to Landlord at law or
in equity.

     19.  Events of Default by Landlord.  Except as  otherwise  provided in this
Lease,  Landlord shall be in default hereunder if there is an act or omission by
Landlord which would give Tenant the right to damages from Landlord or the right
to  terminate  this Lease and,  upon  written  notice of such act or omission to
Landlord  by  Tenant,  Landlord  fails to correct  the breach or default  within
thirty  (30) days  after the  notice,  or such  longer  period of time as may be
reasonably  necessary  provided  Landlord has commenced to correct the breach or
default  within  such  thirty  (30) day period and  diligently  pursues  such to
completion.

     20. No Implied  Waiver.  The failure of Landlord to insist at any time upon
the strict  performance  of any covenant or agreement or to exercise any option,
right,  power or remedy  contained  in this Lease  shall not be  construed  as a
waiver or a relinquishment  thereof for the future. A receipt by Landlord of any
rent with or  without  knowledge  of the  breach of any  covenant  or  agreement
contained  in this  Lease  shall not be deemed a waiver of such  breach,  and no
waiver by Landlord of any  provision  of this Lease shall be deemed to have been
made unless expressed in writing and signed by Landlord.


<PAGE>

     21.  Landlord's Lien.  Landlord waives any and all statutory or contractual
landlord  liens Landlord may have against the  furniture,  fixtures,  equipment,
inventory or personal property of Tenant located in the Building.

     22.  Subordination.  This Lease and all rights of Tenant hereunder shall be
subject and  subordinate to any deed of trust,  mortgage or other  instrument of
security which may hereafter  cover the Building and the Land or any interest of
Landlord  therein  and  to  any  and  all  increases,  renewals,  modifications,
consolidations,  replacements and extensions thereof and to each advance made or
hereafter to be made  thereunder and to any  subordination,  non-disturbance  or
attornment agreement by the terms of which such holder or holders recognize this
Lease and covenant to give Tenant, so long as Tenant attorns to any purchaser or
purchasers of the Building and the Land any interest of Landlord therein through
foreclosure or other disposition thereof and Tenant is not in default under this
Lease,  the right of quiet  enjoyment of the Building.  Tenant shall upon demand
and at any time or times execute, acknowledge and deliver to Landlord such other
and further instruments and certificates that, in the judgment of Landlord,  may
be necessary or proper to confirm or evidence such subordination.

     23. Quiet Enjoyment. Tenant, upon paying the Base Rent, any additional rent
and any other  sums  required  to be paid by the terms of this  Lease,  and upon
performing and observing the covenants and stipulations set forth herein,  shall
peaceably hold and enjoy the Building  during the said term subject to the terms
and conditions hereof and to any liens, ordinances,  easements,  restrictions or
covenants to which this Lease is subject.

     24.  Holding  Over by Tenant.  Should  Tenant or any of its  successors  in
interest  continue to hold the  Building  after the  termination  of this Lease,
whether such termination occurs by lapse of time or otherwise, such holding over
shall,  unless  otherwise  agreed by  Landlord  in  writing,  constitute  and be
construed  as a  tenancy  at will,  at a daily  rental  equal  to  one-thirtieth
(1/30th)  of an amount  equal to the greater of double the amount of the monthly
rental payable  during the last month prior to the  termination of this Lease or
one hundred fifty  percent  (150%) of the market rate for which similar space in
the Building is then being  leased by  Landlord,  and upon and subject to all of
the other terms,  provisions,  covenants  and  agreements  on the part of Tenant
hereunder  except any right to renew this Lease.  No payments of money by Tenant
to Landlord  after the  termination of this Lease shall  reinstate,  continue or
extend  the  term  of this  Lease  and no  extension  of this  Lease  after  the
termination thereof shall be valid unless and until the same shall be reduced to
writing and signed by both  Landlord  and Tenant.  Nothing in this  Paragraph 27
should be construed  as giving  Tenant the right to hold over beyond the date of
the  expiration  of this Lease nor  preclude  Landlord  from having the right to
dispossess or otherwise  terminate Tenant's right of possession.  Any tenancy at
will is terminable upon notice from Landlord.

     25. Building Rules and Regulations.  Tenant and Tenant's agents,  employees
and  invitees  will  comply  with all  requirements  of the  Building  Rules and
Regulations  which are  attached  hereto as Exhibit "A."  Landlord  shall at all
times  have the right to  change  such  Building  Rules  and  Regulations  or to
promulgate  other  Rules and  Regulations  in such  reasonable  manner as may be
deemed advisable for the safety, care or cleanliness of the Building and related
facilities, and for preservation of good order therein; provided,  however, that
any such change shall not become effective and a part of this Lease until a copy
thereof shall have been delivered to Tenant. Tenant shall further be responsible
for the compliance with such Rules and  Regulations by the employees,  servants,
agents,  visitors and invitees of Tenant.  Landlord  shall not be responsible to
Tenant for failure of any person to comply with such Rules and Regulations.


<PAGE>

     26. Estoppel Certificate and Tenant's Financial Statements. Tenant will, at
any time and from  time to time,  upon not less than  twenty  (20)  days'  prior
request by Landlord or any successor of Landlord or by the holder of any deed of
trust or mortgage  covering  the Land and  Building or any  interest of Landlord
therein, execute, acknowledge and deliver to Landlord an estoppel certificate in
writing  executed by Tenant  certifying that this Lease is the entire  agreement
between the parties;  that this Lease is in full force and effect and specifying
any  modifications;  the  dates to which the rent has been paid and that no rent
under this Lease has been paid more than  thirty (30) days in advance of its due
date;  that the Tenant  has  unconditionally  accepted  the  Building;  that any
improvements  required  by the terms of this Lease to be made by  Landlord  have
been completed to the satisfaction of Tenant; that the address for notices to be
sent to Tenant is as set forth in this  Lease;  that  Tenant,  as of the date of
such  certificate,  has no  charge,  lien  or  claim  of  offset,  deduction  or
counterclaim under this Lease or otherwise against rents or other charges due or
to become due hereunder;  that Landlord,  any such successor or holder,  and any
assignee of any such entity may rely upon the estoppel  certificate  being given
by  Tenant;  and  either  stating  that to the  knowledge  of the signer of such
certificate  no default of Landlord  exists  hereunder or  specifying  each such
default of which the signer may have knowledge;  it being intended that any such
certificate  by  Tenant  may be  relied  upon by any  prospective  purchaser  or
mortgagee  of the  Building.  In addition to the matters  described  above,  the
above-described certificate shall include and Tenant shall certify as to matters
regarding the Lease as reasonably requested by Landlord.

     27.  Limitation of  Liability.  The liability of Landlord to Tenant for any
default by  Landlord  under the terms of this Lease shall be limited to the then
interest  of Landlord  in the  Building  and Land and  Landlord,  its  officers,
directors, employees, agents and partners shall not be personally liable for any
deficiency.  This clause shall not be deemed to limit or deny any remedies which
Tenant  may have in the event of  default  by  Landlord  hereunder  which do not
involve the personal liability of Landlord.  Notwithstanding  anything contained
in this Lease to the contrary, in the event Landlord sells, assigns,  transfers,
or conveys its  interest in the Land and the  Building,  Landlord  shall have no
liability  for any acts or  omissions  that  occur  after the date of said sale,
assignment, transfer, or conveyance.

     28. Notices. Each provision of this Lease or of any applicable governmental
law,  ordinance,  regulation or other requirement with reference to the sending,
mailing or delivery of any notice or with reference to the making of any payment
by Tenant to  Landlord,  shall be  deemed  to be  complied  with when and if the
following steps are taken:

          (a) Any notice or document delivered to Landlord by Tenant,  including
all rent and other payments required to be made by Tenant to Landlord  hereunder
shall be payable to Landlord in Harris County, Texas, at the address hereinbelow
set forth, or at such other address as Landlord may specify from time to time by
written notice delivered in accordance herewith:

                  Allstar Equities, Inc.
                  6401 Southwest Freeway
                  Houston, Texas 77074
                  Attention: James H. Long

          (b) Any notice or document  delivered by Landlord to Tenant  hereunder
shall be delivered to Tenant at the address  hereinbelow  set forth,  or at such
other  address  as  Tenant  may  specify  from  time to time by  written  notice
delivered in accordance herewith:

                  Allstar Systems, Inc.
                  6401 Southwest Freeway
                  Houston, Texas 77074
                  Attention: Donald R. Chadwick


<PAGE>

          (c) Any notice or document required to be delivered hereunder shall be
deemed to be delivered, whether actually received or not, seventy-two (72) hours
after deposit in the United States mail,  postage paid,  certified mail,  return
receipt  requested  and  addressed  to the  respective  party at the  respective
addresses  set out  above or at such  other  address  as they  have  theretofore
specified by written notice.

     29. Use Tax. Notwithstanding any other provision herein, Tenant shall
pay as and when they  become due and before the same become  delinquent  any and
all licenses, charges, and other fees of every kind and nature arising out of or
in  connection  with the  Building,  including  but not limited to license fees,
business license tax, the amount of any privilege,  sales,  excise, or other tax
(other than income) imposed upon rentals herein provided to be paid by Tenant or
upon the Landlord in an amount measured by such rentals received by Landlord.

     30.  Examination of Lease.  The submission of this document for examination
and  negotiation  does not constitute an offer to lease, or a reservation of, or
option for, the Building.  This document becomes effective and binding only upon
the execution and delivery hereof by Landlord or Landlord's authorized agent and
Tenant.

     31.  Severability.  Each and every covenant and agreement contained in this
Lease is, and shall be construed to be, a separate and independent  covenant and
agreement.  If any term or provision of this Lease or the application thereof to
any person or  circumstances  shall to any extent be invalid and  unenforceable,
the  remainder of this Lease,  or the  application  of such term or provision to
persons  or  circumstances  other  than  those  as to  which  it is  invalid  or
unenforceable,  shall not be  affected  thereby  and in lieu of such  invalid or
unenforceable  clause,  there shall be added as a part of this Lease a clause as
similar in terms to such invalid or unenforceable  clause as may be possible and
be legal, valid and enforceable.

     32. No Merger.  There shall be no merger of this Lease or of the  leasehold
estate hereby created with the fee estate in the Building or any part thereof by
reason  of the fact  that the same  person  may  acquire  or hold,  directly  or
indirectly, this Lease or the leasehold estate hereby created or any interest in
this Lease or in such leasehold estate as well as the fee estate in the Building
or any interest in such fee estate.

     33.  Force  Majeure.  Whenever  a period of time is herein  prescribed  for
action to be taken by Landlord, Landlord shall not be liable or responsible for,
and there shall be excluded  from the  computation  for any such period of time,
any delays due to strikes,  acts of God,  shortages of labor or materials,  war,
governmental  laws,  regulations,  restrictions  or  other  cause  of  any  kind
whatsoever which is beyond the control of Landlord.

     34.  Joint and Several  Liability.  If there is more than one  Tenant,  the
obligations  hereunder imposed upon Tenant shall be joint and several.  If there
is a guarantor of Tenant's  obligations  hereunder,  the  obligations  of Tenant
shall be joint  and  several  obligations  of  Tenant  and such  guarantor,  and
Landlord need not first  proceed  against  Tenant  hereunder  before  proceeding
against  such  guarantor,  nor shall any such  guarantor  be  released  from its
guarantee  for any  reason  whatsoever,  including,  but  not  limited  to,  any
amendment  of this  Lease,  any  forbearance  by  Landlord  or  waiver of any of
Landlord's  rights,  the failure to give Tenant or such guarantor any notices or
the  release  of any  party  liable  for the  payment  of  Tenant's  obligations
hereunder.

     35.  Entire  Agreement  and  Amendment.  This  Lease  contains  the  entire
agreement  between the parties  hereto with respect to the subject matter hereof
and supersedes any and all prior and contemporaneous agreements, understandings,
promises and  representations  made by either party to the other  concerning the
subject matter hereof and the terms applicable  hereto.  Landlord's  agents have
made no  representations  or promises  with  respect to the  Building  except as
herein expressly set forth and no rights,  easements or licenses are acquired by
Tenant  by  implication  or  otherwise  except  as  expressly  set  forth in the
provisions of this Lease.  This Lease shall not be altered,  waived,  amended or
extended  except by a written  agreement  signed by the  parties  hereto  unless
otherwise expressly provided herein. Neither this Lease nor a memorandum of this
Lease  shall be  recorded  in the  public  records  of the  county  in which the
Building is located without the prior written consent of Landlord.


<PAGE>

     36. Paragraph Headings.  The paragraph headings contained in this Lease are
for  convenience  only and shall in no way enlarge or limit the scope or meaning
of the various and several paragraphs hereof.

     37. Binding Effect.  Except as otherwise  provided in the Lease, all of the
covenants,  agreements, terms and conditions to be observed and performed by the
parties  hereto shall be applicable to, binding upon and inure to the benefit of
their respective heirs, personal representatives, successors and their assigns.

     38. Brokerage. Tenant and Landlord represent and warrant to each other that
such  party  has not had any  dealing  with  any  realtor,  broker  or  agent in
connection with this Lease or the negotiation thereof.  Landlord and Tenant each
agree to  indemnify  and hold the other  harmless  from and  against any and all
costs,  expenses  or  liability,  including,  but  not  limited  to,  reasonable
attorneys' fees, resulting from any breach of this representation or warranty.

     39.  Hazardous  Waste.  The term  "Hazardous  Substances,"  as used in this
Lease,  shall  mean  any  pollutant,  contaminant,  toxic  or  hazardous  waste,
radioactive material or other substance,  the use and/or the removal of which is
required  or the use of which is  restricted,  prohibited  or  penalized  by any
"Environmental Law," which term shall mean any federal,  state or local statute,
ordinance,  regulation  or other  law of a  governmental  or  quasi-governmental
authority  relating  to  pollution  or  protection  of  the  environment  or the
regulation  of the storage or handling of Hazardous  Substances.  Tenant  hereby
agrees that: (a) no activity will be conducted at the Building or Land that will
produce any Hazardous Substance;  (b) neither the Building nor the Land will not
be used in any manner for the storage of any Hazardous Substance; and (c) Tenant
will not permit any Hazardous  Substance to exist on the Building or Land and if
any Hazardous  Substances  currently exist or exist at any time during the Lease
Term or subsequent  to the Lease Term  (provided  such existed  during the Lease
Term) the same shall be  immediately  removed,  with  proper  disposal,  and all
required  clean-up  procedures  shall be diligently  undertaken by Tenant at its
sole cost pursuant to all Environmental Laws. If at any time during or after the
term of this Lease,  the  Building  and/or the Land is found to be  contaminated
with Hazardous Materials,  Tenant shall diligently institute proper and thorough
clean-up procedures,  at Tenant's sole cost. Tenant agrees to indemnify and hold
Landlord  harmless  from  all  claims,  demands,  actions,  liabilities,  costs,
expenses,  damages, penalties and obligations of any nature arising from or as a
result  of  any  contamination  of  the  Building  and/or  Land  with  Hazardous
Substances.  The foregoing  indemnification  and the  responsibilities of Tenant
shall survive the termination or expiration of this Lease.

     40.  Applicable  Law.  This Lease shall be governed in all  respects by the
laws of the State of Texas.

     41.  Authority.  In  the  event  Tenant  is  a  corporation,   professional
association, partnership or other form of organization other than an individual,
then each  individual  executing  or  attesting  this  Lease on behalf of Tenant
hereby  covenants,  warrants and  represents  that (a) such  individual  is duly
authorized  to execute or attest and  deliver  this Lease on behalf of Tenant in
accordance  with the  organizational  documents  of  Tenant;  (b) this  Lease is
binding upon Tenant;  (c) Tenant is duly  organized and legally  existing in the
state of its  organization and is qualified to do business in the state in which
the Building is located;  (d) upon  request,  Tenant will provide  Landlord with
true and  correct  copies of all  organizational  documents  of  Tenant  and any
amendments  thereto;  and (e) the execution and delivery of this Lease by Tenant
will not result in a breach of, or  constitute a default  under,  any  mortgage,
deed of trust,  lease,  loan, credit agreement,  partnership  agreement or other
contract  or  instrument  to which  Tenant is a party or by which  Tenant may be
bound.


<PAGE>

     42.  Riders and  Exhibits.  The  following  number  Exhibits and Riders are
attached  hereto and  incorporated  herein by reference  as if copies  herein in
full:

                  Exhibit "A":            Building Rules and Regulations
                  Exhibit "B":            Secretary of State Financing Statement

     43.  TIME.  TIME IS OF THE ESSENCE IN THIS LEASE AND IN EACH AND ALL OF THE
PROVISIONS HEREOF.

     44. In the event of any legal action or proceeding  brought by either party
against the other party arising out of this Lease, the prevailing party shall be
entitled to recover reasonable attorneys' fees and costs incurred in such action
or proceeding and such fees and costs shall be included in any judgment rendered
in such action or proceeding.


     IN WITNESS WHEREOF,  this Lease is hereby executed in multiple originals as
of the date first above set forth.

                                    LANDLORD:

                                    ALLSTAR EQUITIES, INC.


                                    By: ____________________________________
                                        James H. Long, President



                                    TENANT:

                                    ALLSTAR SYSTEMS, INC.


                                    By: ____________________________________
                                        Donald R. Chadwick,
                                        Chief Financial Officer


Approved by
Initials:
Date:




<PAGE>

                                   EXHIBIT "A"

                         BUILDING RULES AND REGULATIONS

In addition to the  covenants  of the parties set out in the Lease,  the parties
agree to observe the following standards for the mutual safety,  cleanliness and
convenience of the Building and the Land. As specified in the Lease, these rules
are subject to change from time to time.

1. No birds,  animals (except seeing-eye dogs),  reptiles or any other creatures
shall be brought into or about the Building.

2. Nothing shall be swept or thrown into the corridors,  halls,  elevator shafts
or stairway. Tenant shall keep the Building and Land neat and clean.

3. Corridor doors, when not in use, shall be kept closed.

4. No bicycles  or similar  vehicles  will be allowed in the  Building or on the
Land  except  in  those  areas  specifically  designated  by  Landlord  for such
purposes.

5. Sidewalks, doorways, vestibules, halls, stairways and similar areas shall not
be obstructed by Tenant or its officers, agents, servants and employees, or used
for any purpose other than ingress and egress to and from the  Building,  or for
going  from  one  part of the  Building  to  another  part of the  Building.  No
furniture  shall be placed in front of the  Building or in any lobby or corridor
without written consent of Landlord.

6.  Landlord has the right to evacuate the Building in the event of an emergency
or catastrophe.

7. Tenant shall not place, install or operate any stoves or cooking equipment in
the Building or in any part of the Building  without the prior written  approval
of Landlord.

8. No signs,  posters,  advertisements or notices shall be painted or affixed on
any of the windows,  doors or other parts of the Building  except in such color,
size and  style and in such  places as shall be first  approved  in  writing  by
Landlord.

9. No portion of the Building  shall be used for the purpose of lodging rooms or
any immoral or unlawful purposes.

10.  Vending  machines or dispensing  machines of any kind will not be placed in
the Building by Tenant  unless prior  written  approval has been  obtained  from
Landlord.

11.  Landlord's  prior written approval must be obtained for installation of any
solar  screen  material,   window  shades,  blinds,  drapes,   awnings,   window
ventilators  or other  similar  equipment  and any window  treatment of any kind
whatsoever. Landlord will control all internal lighting that may be visible from
the exterior of the Building.

12.  Tenant shall  exercise  reasonable  precautions  in the  protection  of its
personal  property  from loss or damage by  keeping  doors to  unattended  areas
locked.  Tenant will lock all office doors leading to public  corridors and turn
off all lights and any  appliances  at the close of the  working  day.  Landlord
shall not be responsible  for any lost or stolen personal  property,  equipment,
money or jewelry from the Building,  Land or parking areas regardless of whether
loss occurs when such area is locked against entry.

13.  At no time  shall  Tenant  permit  or  shall  Tenant's  agents,  employees,
contractors,  guests or invitees smoke in any common area of the Building unless
such common area has been declared a designated smoking area by Landlord.

14. Tenant shall not conduct any auction at the Building nor store goods,  wares
or merchandise at the Building, except for Tenant's own personal use.


<PAGE>


                                   EXHIBIT "B"

          TO BE FILED IN THE OFFICE OF THE SECRETARY OF STATE OF TEXAS

                               FINANCING STATEMENT


     This  instrument  is  prepared  as,  and is  intended  to be,  a  Financing
Statement  complying  with the formal  requisites  therefore as set forth in the
Texas  Business and Commerce  Code,  Article 9 (also known as the Texas  Uniform
Commercial Code-Secured Transactions), and in particular Section 9.402 thereof.

     1. The name and address of the debtor ("Debtor") is:

                  Allstar Systems, Inc.
                  6401 Southwest Freeway
                  Houston, Texas 77074
                  Attention: Donald R. Chadwick

     2. The name and address of the secured party ("Secured Party") is:

                  Allstar Equities, Inc.
                  6401 Southwest Freeway
                  Houston, Texas 77074
                  Attention: James H. Long

     3.This  Financing  Statement  covers the  following  types of property (the
       "Real Property") and all proceeds of such Property:

               All  furniture,  fixtures,  equipment and personal
               property   located  at  6401  Southwest   Freeway,
               Houston, Texas 77074.


                                    DEBTOR:

                                    ALLSTAR SYSTEMS, INC.



                                    By: ____________________________________
                                        Donald R. Chadwick,
                                        Chief Financial Officer