<PAGE>
                                                                   EXHIBIT 10.33


                            BASIC LEASE INFORMATION



Lease Date:           April 23, 1997

Tenant:               Jayhawk Acceptance Corporation.
                      a Nevada corporation

Tenant's Address:     2001 Bryan Street, Suite 600
                      Dallas, Texas 75201

Contact:              Mr. Cameron Chandler
                      Telephone:  (214) 663-1311

Landlord:             Equitable-Crow Tower 2001, Ltd.,
                      a Texas limited partnership

Landlord's Address:   2200 Ross Avenue, Suite 3700
                      Dallas, Texas

Contact:              Mr. Jeff Carter
                      Telephone:  (214) 740-2323

Premises:             Suite No. 600 in the office building (the "Building")
                      located or to be located on the land described on Exhibit
                      D (the "Land"). The Premises are outlined on the plan
                      attached to the Lease as Exhibit A.

Term:                 Twenty four (24) months, commencing July 1, 1997 (the
                      "Commencement Date") and ending at 5:00 p.m. June 30,
                      1999, subject to adjustment and earlier termination as
                      provided in the Lease.

Basic Rental:         For months 1 through 12:

                      $23,210.25 per month, which is based on an annual Basic
                      Rental of $10.50 per rentable square foot.
                      For months 13 through 24:
                      $25,420.75 per month, which is based on an annual Basic
                      Rental of $11.50 per rentable square foot.

Security Deposit:     $25,420.75

Rent:                 Basic Rental, Tenant's Proportionate Share of Electrical
                      Costs, Tenant's share of Excess, and all other sums that
                      Tenant may owe to Landlord under the Lease.

Permitted-Use:        General office purposes consistent with comparable first
                      class office buildings in the central business district of
                      Dallas, Texas.

Tenant's              2.4926%, which is the percentage obtained by dividing (a)
Proportionate         the 26,526 rental square feet in the Premises by (b) the
Share:                1,064,210 rentable square feet in the Building.

Expense Stop:         1996 base year.

Initial Liability
Insurance Amount:     $5,000,000.
<PAGE>

The foregoing Basic Lease Information is incorporated into and made a part of
the Lease identified above. If any conflict exists between any Basic Lease
Information and the Lease, then the Lease shall control.

                              LANDLORD:
                              ---------

                              EQUITABLE- CROW TOWER 2001, LTD.,
                              a Texas limited partnership



                                    By:  EQ/GP Southwest, Ltd.,
                                    a Texas limited partnership

                                    By:  GP/EQ Southwest, Inc.
                                    a Texas corporation,
                                    its sole general partner


                                         By:    /s/ Jon L. Dooley
                                               ---------------------
                                         Name:  Jon L. Dooley
                                               ---------------------
                                         Title: Investment Officer
                                               ---------------------


                              TENANT:
                              -------

                              JAYHAWK ACCEPTANCE CORPORATION
                              a Texas corporation


                                         By:    /s/ C. Fred Jackson
                                               ------------------------
                                         Name:  C. Fred Jackson
                                               ------------------------
                                         Title: Senior Vice President
                                               ------------------------
<PAGE>

                               TABLE OF CONTENTS


DEFINITIONS AND BASIC PROVISIONS......................................    4

LEASE GRANT...........................................................    4

TERM..................................................................    4

RENT..................................................................    4
     a.  Payment......................................................    4
     b.  Intentionally Deleted........................................    4
     c.  Electrical Costs.............................................    6
     d.  Annual Cost Statement........................................    6
     e.  Adjustments to Electrical Costs..............................    6

DELINQUENT PAYMENT; HANDLING CHARGES..................................    6

SECURITY DEPOSIT......................................................    6

LANDLORD'S OBLIGATIONS................................................    7
     a.  Services.....................................................    7
     b.  Excess Utility Use...........................................    7
     c.  Discontinuance...............................................    8
     d.  Restoration of Services; Abatement...........................    8

IMPROVEMENTS; ALTERATIONS; REPAIRS; MAINTENANCE.......................    8
     a.  Improvements; Alterations....................................    8
     b.  Repairs; maintenance.........................................    9
     c.  Performance of Work..........................................    9
     d.  Mechanic's Liens.............................................    9

USE...................................................................    9

ASSIGNMENT AND SUBLETTING.............................................   10
     a.  Transfer;  Consent...........................................   10
     b.  Cancellation.................................................   10
     c.  Additional Compensation......................................   11

INSURANCE; WAIVERS; SUBROGATION; INDEMNITY............................   11
     a.  Insurance....................................................   11
     b.  Waiver of Negligence Claims, No Subrogation..................   11
     c.  Indemnity....................................................   11

SUBORDINATION ATTORNMENT; NOTICE TO LANDLORD'S MORTGAGEE..............   12
     a.  Subordination................................................   12
     b.  Attornment...................................................   12
     c.  Notice to Landlord's Mortgagee...............................   12

RULES AND REGULATIONS.................................................   12

CONDEMNATION..........................................................   12
     a.  Taking - Landlord's and Tenant's Rights......................   12
     b.  Taking - Landlord's Rights...................................   13
     c.  Award........................................................   13
<PAGE>

FIRE OR OTHER CASUALTY................................................   13
     a.  Repair Estimate..............................................   13
     b.  Landlord's and Tenant's Rights...............................   13
     c.  Landlord's Rights............................................   13
     d.  Repair Obligation............................................   14

TAXES.................................................................   14

EVENTS OF DEFAULT.....................................................   14

REMEDIES..............................................................   14

PAYMENT BY TENANT; NON-WAIVER.........................................   15
     a.  Payment by Tenant............................................   15
     b.  No Waiver....................................................   15

LANDLORD'S LIEN.......................................................   16

SURRENDER OF PREMISES.................................................   16

HOLDING OVER..........................................................   16

CERTAIN RIGHTS RESERVED BY LANDLORD...................................   17

SUBSTITUTION SPACE....................................................   17

MISCELLANEOUS.........................................................   18
     a.  Landlord Transfer............................................   18
     b.  Landlord's Liability.........................................   18
     c.  Force Majeure................................................   19
     d.  Brokerage....................................................   19
     e.  Estoppel Certificates........................................   19
     f.  Notices......................................................   19
     g.  Separability.................................................   19
     h.  Amendments and Binding Effect................................   19
     i.  Quiet Enjoyment..............................................   20
     j.  Joint and Several Liability..................................   20
     k.  Captions.....................................................   20
     l.  No Merger....................................................   20
     m.  No Offer.....................................................   20
     n.  Tax Protest..................................................   20
     o.  Exhibits.....................................................   21
     p.  Entire Agreement.............................................   21
<PAGE>

                                     LEASE

                          THIS LEASE AGREEMENT (this "Lease") is entered into as
                          of April 23, 1997, between EQUITABLE-CROW TOWER 200 1,
                          LTD., a Texas limited partnership ("Landlord"), and
                          JAYHAWK ACCEPTANCE CORPORATION ("Tenant"),


DEFINITIONS AND
BASIC PROVISIONS                1.  The definitions and basic provisions set
                          forth in the Basic Lease Information (the "Basic Lease
                          Information") executed by Landlord and Tenant
                          contemporaneously herewith are incorporated herein by
                          reference for all purposes.

LEASE GRANT                     2.  Subject to the terms of this Lease, Landlord
                          leases to Tenant, and Tenant leases from Landlord, the
                          Premises.

TERM                            3.  If the Commencement Date is not the first
                          day of a calendar month, then the Term shall be
                          extended by the time between the Commencement Date and
                          the first day of the next month. If this Lease is
                          executed before the Premises become vacant or
                          otherwise available and ready for occupancy by Tenant,
                          or if any present occupant of the Premises holds over
                          and Landlord cannot acquire possession of the Premises
                          before the Commencement Date, then (a) Tenant's
                          obligation to pay Rent hereunder shall be waived until
                          Landlord tenders possession of the Premises to Tenant,
                          (b) the Term shall be extended by the time between the
                          scheduled Commencement Date and the date on which
                          Landlord tenders possession of the Premises to Tenant
                          (which date will then be defined as the Commencement
                          Date), (c) Landlord shall not be in default hereunder
                          or be liable for damages therefor, and (d) Tenant
                          shall accept possession of the Premises when Landlord
                          tenders possession thereof to Tenant. By occupying the
                          Premises, Tenant shall be deemed to have accepted the
                          Premises in their condition as of the date of such
                          occupancy, subject to the performance of punch-list
                          items that remain to be performed by Landlord, if any.
                          Tenant shall execute and deliver to Landlord, within
                          ten days after Landlord has requested same, a letter
                          confirming (i) the Commencement Date, (ii) that Tenant
                          has accepted the Premises, and (iii) that Landlord has
                          performed all of its obligations with respect to the
                          Premises (except for punch-list items specified in
                          such letter).

RENT                            4.  a. Payment. Tenant shall timely pay to
                          Landlord the Basic Rental and all additional sums to
                          be paid by Tenant to Landlord under this Lease,
                          including the amounts set forth in Exhibit C, without
                          deduction or set off, at Landlord's Address (or such
                          other address as Landlord may from time to time
                          designate in writing to Tenant). Basic Rental,
                          adjusted as herein provided, shall be payable monthly
                          in advance. The first monthly installment of Basic
                          Rental shall be payable contemporaneously with the
                          execution of this Lease; thereafter, monthly
                          installments of Basic Rental shall be due on the first
                          day of the second full calendar month of the Term and
                          continuing on the first day of each succeeding
                          calendar month during the Ten-n. Basic Rental for any
                          fractional month at the beginning of the Term shall be
                          prorated based on 1/365 of the current annual Basic
                          Rental for each day of the partial month this Lease is
                          in effect, and shall be due on the Commencement Date.

                                    b.  [Intentionally Deleted.]
<PAGE>



                          [INTENTIONALLY LEFT BLANK]



                                       6

<PAGE>

                                      c. Electrical Costs. Tenant shall pay to
                          Landlord an amount equal to the product of (i) the
                          cost of all electricity used by the Building
                          ("Electrical Costs"), multiplied by (ii) Tenant's
                          Proportionate Share. Such amount shall be payable
                          monthly based on Landlord's estimate of the amount due
                          for each month, and shall be due on the Commencement
                          Date and on the first day of each calendar month
                          thereafter unless Landlord has theretofore furnished
                          Tenant with information indicating the amount due, in
                          which event such amount shall be due within ten days
                          after Landlord has delivered to Tenant an invoice
                          therefor.

                                      d. Annual Cost Statement. By April 1 of
                          each calendar year, or as soon thereafter as
                          practicable, Landlord shall furnish to Tenant a
                          statement of Landlord's actual Electrical Costs (the
                          "Annual Cost Statement") for the previous year
                          adjusted as provided in Section 4.e. If the Annual
                          Cost Statement reveals that Tenant paid more for
                          Electrical Costs than Tenant's Proportionate Share of
                          Electrical Costs in the year for which such statement
                          was prepared, then Landlord shall promptly reimburse
                          or credit Tenant such excess; likewise, if Tenant paid
                          less than Tenant's Proportionate Share of Electrical
                          Costs, then Tenant shall promptly pay Landlord such
                          deficiency.

                                      e. Adjustments to Electrical Costs. With
                          respect to any calendar year or partial calendar year
                          in which the Building is not occupied to the extent of
                          95% of the rentable area thereof, the Electrical Costs
                          for such period shall, for the purposes hereof, be
                          increased to the amount which would have been incurred
                          had the Building been occupied to the extent of 95% of
                          the rentable area thereof.

DELINQUENT
PAYMENT;
HANDLING CHARGES                5.    All payments required of Tenant hereunder
                          shall bear interest until paid at the maximum lawful
                          rate. Alternatively, Landlord ant a fee equal to 10%
                          of the delinquent payment to reimburse cost and
                          inconvenience incurred as a consequence of Tenant's no
                          event, however, shall the charges permitted under this
                          Section or elsewhere in this Lease, to the extent the
                          same are considered to be interest under applicable
                          law, exceed the maximum lawful rate of interest.

SECURITY DEPOSIT                6.    Contemporaneously with the execution of
                          this Lease, Tenant shall pay to Landlord, in
                          immediately available funds, the Security Deposit,
                          which shall be held by Landlord without liability for
                          interest and as security for the performance by Tenant
                          of its obligations under this Lease. The Security
                          Deposit is not an advance payment of Rent or a measure
                          or limit of Landlord's damages upon an Event of
                          Default (defined below). Landlord may, from time to
                          time and without prejudice to any other remedy, use
                          all or a part of the Security Deposit to perform any
                          obligation which Tenant was obligated, but failed, to
                          perform hereunder. Following any such application of
                          the Security Deposit, Tenant shall pay to Landlord on
                          demand the amount so applied in order to restore the
                          Security Deposit to its original amount. Within a
                          reasonable time after the Term ends, provided Tenant
                          has performed all of its obligations hereunder,
                          Landlord shall return to Tenant the balance of the
                          Security Deposit not applied to satisfy Tenant's
                          obligations. If Landlord transfers its interest in the
                          Premises, then Landlord may assign the Security
                          Deposit to the transferee and Landlord thereafter
                          shall have no further liability for the return of the
                          Security Deposit.
<PAGE>

LANDLORD'S
OBLIGATIONS                     7.    a. Services. Provided no Event of Default
                          exists, Landlord shall use all reasonable efforts to
                          furnish to Tenant (i) water (hot and cold) at those
                          points of supply provided for general use of tenants
                          of the Building; (ii) heated and refrigerated air
                          conditioning as appropriate, at such times as Landlord
                          normally furnishes these services to all tenants of
                          the Building, and at such temperatures and in such
                          amounts as are reasonably considered by Landlord to be
                          standard; (iii) janitorial service to the Premises on
                          weekdays other than holidays for Building-standard
                          installations (Landlord reserves the right to bill
                          Tenant separately for extra janitorial service
                          required for nonstandard installations) and such
                          window washing as may from time to time in Landlord's
                          judgment be reasonably required; (iv) elevators for
                          ingress and egress to the floor on which the Premises'
                          are located, in common with other tenants, provided
                          that Landlord may reasonably limit the number of
                          elevators to be in operation at times other than
                          during customary business hours and on holidays; (v)
                          replacement of Building-standard light bulbs and
                          fluorescent tubes, provided that Landlord's standard
                          charge for such bulbs and tubes shall be paid by
                          Tenant; and (vi) electrical current during normal
                          business hours other than for special lighting,
                          equipment that requires more than 110 volts, or other
                          equipment whose electrical energy consumption exceeds
                          normal office usage. Landlord shall maintain the
                          common areas of the Building in reasonably good order
                          and condition, except for damage occasioned by Tenant,
                          or its employees, agents or invitees. If Tenant
                          desires any of the services specified in this Section
                          7.a at any time other than times herein designated,
                          such services shall be supplied to Tenant upon the
                          written request of Tenant delivered to Landlord before
                          3:00 p.m. on the business day preceding such extra
                          usage, and Tenant shall pay to Landlord the cost of
                          such services within ten days after Landlord has
                          delivered to Tenant an invoice therefor.

                                      b.  Excess Utility Use. Landlord shall use
                          reasonable efforts to furnish electrical current for
                          computers, electronic data processing equipment,
                          special lighting, equipment that requires more than I
                          IO volts, or other equipment whose electrical energy
                          consumption exceeds normal office usage through the
                          then existing feeders and risers serving the Building
                          and the Premises, and Tenant shall pay to Landlord the
                          cost of such service within ten days after Landlord
                          has delivered to Tenant an invoice therefor. Landlord
                          may determine the amount of such additional
                          consumption and potential consumption, by either or
                          both: (i) a survey of standard or average tenant usage
                          of electricity in the Building performed by a
                          reputable consultant selected by Landlord and paid for
                          by Tenant; or (ii) a separate meter in the Premises
                          installed, maintained, and read by Landlord, at
                          Tenant's expense. Tenant shall not install any
                          electrical equipment requiring special wiring or
                          requiring voltage in excess of I 10 volts or otherwise
                          exceeding Building capacity unless approved in advance
                          by Landlord. The use of electricity in the Premises
                          shall not exceed the capacity of existing feeders and
                          risers to or wiring in the Premises. Any risers or
                          wiring required to meet Tenant's excess electrical
                          requirements shall, upon Tenant's written request, be
                          installed by Landlord, at Tenant's cost, if, in
                          Landlord's sole and absolute judgment, the same are
                          necessary and shall not cause permanent damage or
                          injury to the Building or the Premises, cause or
                          create a dangerous or hazardous condition, entail
                          excessive or unreasonable alterations, repairs, or
                          expenses, or interfere with or disturb other tenants
                          of the Building. If Tenant uses machines or equipment
                          (other than general office machines, excluding
                          computers and electronic data processing equipment) in
                          the Premises which affect the temperature otherwise
                          maintained by the air conditioning system or otherwise
                          overload any utility, Landlord may install
<PAGE>

                          supplemental air conditioning units or other
                          supplemental equipment in the Premises, and the cost
                          thereof, including the cost of installation,
                          operation, use, and maintenance, shall be paid by
                          Tenant to Landlord within ten days after Landlord has
                          delivered to Tenant an invoice therefor.



                                      c. Discontinuance. Landlord's obligation
                          to furnish services under Section 7.a. shall be
                          subject to the rules and regulations of the supplier
                          of such services and governmental rules and
                          regulations. Landlord may, upon not less than 30
                          days', prior written notice to tenant, discontinue any
                          such service to the Premises, provided Landlord first
                          arranges for a direct connection thereof through the
                          supplier of such service. Tenant shall, however, be
                          responsible for contracting with the supplier of such
                          service and for paying all deposits for, and s
                          relating to, such service.

                                      d. Restoration of Services; Abatement.
                          Landlord shall use reasonable efforts to restore any
                          service that becomes unavailable; however, such
                          unavailability shall not render Landlord liable for
                          any damages caused thereby, be a constructive eviction
                          of Tenant, constitute a breach of any implied
                          warranty, or, except as provided in the next sentence,
                          entitle Tenant to any abatement of Tenant's
                          obligations hereunder. However, if Tenant is prevented
                          from making reasonable use of the Premises for more
                          than 45 consecutive days because of the unavailability
                          of any such service, Tenant shall, as its exclusive
                          remedy therefor, be entitled to a reasonable abatement
                          of Rent for each consecutive day (after such 45-day
                          period) that Tenant is so prevented from making
                          reasonable use of the Premises.

IMPROVEMENTS;
ALTERATIONS; REPAIRS;
MAINTENANCE                     8.    a. Improvements; Alterations. Improvements
                          to the Premises shall be installed at the expense of
                          Tenant only in accordance with plans and
                          specifications which have been previously submitted to
                          and approved in writing by Landlord. After the initial
                          Tenant improvements are made, no alterations or
                          physical additions in or to the Premises may be made
                          without Landlord's prior written consent. Tenant shall
                          not paint or install lighting or decorations, signs,
                          window or door lettering, or advertising media of any
                          type on or about the Premises without the prior
                          written consent of Landlord. All alterations,
                          additions, or improvements (whether temporary or
                          permanent in character, and including without
                          limitation all air-conditioning equipment and all
                          other equipment that is in any manner connected to the
                          Building's plumbing system) made in or upon the
                          Premises, either by Landlord or Tenant, shall be
                          Landlord's property at the end of the Tenn and shall
                          remain on the Premises without compensation to Tenant.
                          Approval by Landlord of any of Tenant's drawings and
                          plans and specifications prepared in connection with
                          any improvements in the Premises shall not constitute
                          a representation or warranty of Landlord as to the
                          adequacy or sufficiency of such drawings, plans and
                          specifications, or the improvements to which they
                          relate, for any use, purpose, or condition, but such
                          approval shall merely be the consent of Landlord as
                          required hereunder. Notwithstanding anything in this
                          Lease to the contrary, Tenant shall be responsible for
                          the cost of all work required to comply with the
                          retrofit requirements of the Americans with
                          Disabilities Act of 1990, and all rules, regulations,
                          and guidelines promulgated thereunder, as the same may
                          be amended from time to time, necessitated by any
                          installations, additions, or alterations made in or to
                          the premises at the request of or by Tenant or by
<PAGE>

                          Tenant's use of the Premises (other than retrofit work
                          whose cost has been particularly identified as being
                          payable by Landlord in an instrument signed by
                          Landlord and Tenant), regardless of whether such cost
                          is incurred in connection with retrofit work required
                          in the Premises (including the Work described in
                          Exhibit D) or in other areas of the Building.


                                      b. Repairs; maintenance. Tenants shall
                          maintain the Premises in a clean, safe, operable,
                          attractive condition, any waste or damage to any
                          portion of the replace, subject to Landlord's
                          direction and shall not permit or allow to remain any
                          waste or damage to any portion of the Premises. Tenant
                          shall repair or replace, subject to Landlord's
                          direction and supervision, any damage to the Building
                          caused by Tenant or Tenant's agents, contractors, or
                          invitees. If tenant fails to make such repairs or
                          replacements within 15 days after the occurrence of
                          such damage, then Landlord may make the same at
                          Tenant's cost. In lieu of having Tenant repair any
                          such damage outside of the Premises, Landlord may
                          repair such damage at Tenant's cost. The cost of any
                          repair or replacement work performed by Landlord under
                          this Section 8 shall be paid by Tenant to Landlord
                          within ten days after Landlord delivered to Tenant an
                          invoice therefor.

                                      c. Performance of Work. All work described
                          in this Section 8 shall be performed only by Landlord
                          or by contractors and subcontractors approved in
                          writing by Landlord. Tenant shall cause all
                          contractors and subcontractors to procure and maintain
                          insurance coverage against such risks, in such
                          amounts, and with such companies as Landlord may
                          reasonably require, and to procure payment and
                          performance bonds reasonably satisfactory to Landlord
                          covering the cost of the work. All such work shall be
                          performed in accordance with all legal requirements
                          and in a good and workmanlike manner so as not to
                          damage the Premises, the primary structure or
                          structural qualities of the Building, or plumbing,
                          electrical lines, or other utility transmission
                          facility. All such work which may affect the HVAC,
                          electrical system, or plumbing must be approved by the
                          Building's engineer of record.

                                      d. Mechanic's Liens. Tenant shall not
                          permit any mechanic's liens to be filed against the
                          Premises or the Building for any work performed,
                          materials furnished, or obligation incurred by or at
                          the request of Tenant. if such a lien is filed, then
                          Tenant shall, within ten days after Landlord has
                          delivered notice of the filing to Tenant, either pay
                          the amount of the lien or diligently contest such lien
                          and deliver to Landlord a bond or other security
                          reasonably satisfactory to Landlord. If Tenant fails
                          to timely take either such action, then Landlord may
                          pay the lien claim without inquiry as to the validity
                          thereof, and any amounts so paid, including expenses
                          and interest, shall be paid by Tenant to Landlord
                          within ten days after Landlord has delivered to Tenant
                          an invoice therefor.

USE                             9.    Tenant shall continuously occupy and use
                          the Premises only for the Permitted Use and shall
                          comply with all laws, orders, rules, and regulations
                          relating to the use, condition, and occupancy of the
                          Premises. The Premises shall not be used for any use
                          which is disreputable or creates extraordinary fire
                          hazards or results in an increased rate of insurance
                          on the Building or its contents or the storage of any
                          hazardous materials or substances. If, because of
                          Tenant's acts, the rate of insurance on the Building
                          or its contents increases, then such acts shall be an
                          Event of Default, Tenant shall pay to Landlord the
                          amount of such increase on demand, and acceptance of
                          such
<PAGE>

                          payment shall not constitute a waiver of any of
                          Landlord's other rights. Tenant shall conduct its
                          business and control its agents, employees, and
                          invitees in such a manner as not to create any
                          nuisance or interfere with other tenants or Landlord
                          in its management of the Building.

ASSIGNMENT AND
SUBLETTING                      10.   a. Transfer; Consent. Tenant, shall not,
                          without the prior written consent of Landlord (which
                          Landlord may grant or deny in its sole discretion),
                          (i) advertise that any portion of the Premises is
                          available for lease, (ii) assign, transfer, or
                          encumber this Lease or any estate or interest herein,
                          whether directly or by operation of law, (iii) permit
                          any other entity to become Tenant hereunder by merger,
                          consolidation, or other reorganization, (iv) if Tenant
                          is an entity other than a corporation whose stock is
                          publicly traded, permit the transfer of an ownership
                          interest in Tenant so as to result in a change in the
                          current control of Tenant, (v) sublet any portion of
                          the Premises, (vi) grant any license, concession, or
                          other right of occupancy of any portion of the
                          Premises, or (vii) permit the use of the Premises by
                          any parties other than Tenant (any of the events
                          listed in clauses (ii) through (vii) being a
                          "Transfer"). If Tenant requests Landlord's consent to
                          a Transfer, then Tenant shall provide Landlord with a
                          written description of all terms and conditions of the
                          proposed Transfer, copies of the proposed
                          documentation, and the following information about the
                          proposed transferee: name and address; reasonably
                          satisfactory information about its business and
                          business history; its proposed use of the Premises;
                          banking, financial, and other credit information; and
                          general references sufficient to enable Landlord to
                          determine the proposed transferee's creditworthiness
                          and character. Tenant shall reimburse Landlord for its
                          attorneys' fees and other expenses incurred in
                          connection with considering any request for its
                          consent to a Transfer. If Landlord consents to a
                          proposed Transfer, then the proposed transferee shall
                          deliver to Landlord a written agreement whereby it
                          expressly assumes the Tenant's obligations hereunder;
                          however, any transferee of less than all of the space
                          in the Premises shall be liable only for obligations
                          under this Lease that are properly allocable to the
                          space subject to the Transfer, and only to the extent
                          of the rent it has agreed to pay Tenant therefor.
                          Landlord's consent to a Transfer shall not release
                          Tenant from performing its obligations under this
                          Lease, but rather Tenant and its transferee shall be
                          jointly and severally liable therefor. Landlord's
                          consent to any Transfer shall not waive Landlord's
                          rights as to any subsequent Transfers. If an Event of
                          Default occurs while the Premises or any part thereof
                          are subject to a Transfer, then Landlord, in addition
                          to its other remedies, may collect directly from such
                          transferee all rents becoming due to Tenant and apply
                          such rents against Rent. Tenant authorizes its
                          transferees to make payments of rent directly to
                          Landlord upon receipt of notice from Landlord to do
                          so.

                                      b. Cancellation. Landlord may, within 30
                          days after submission of Tenant's written request for
                          Landlord's consent to a Transfer, cancel this Lease
                          (or, as to a subletting or assignment, cancel as to
                          the portion of the Premises proposed to be sublet or
                          assigned) as of the date the proposed Transfer was to
                          be effective. If Landlord cancels this Lease as to any
                          portion of the Premises, then this Lease shall cease
                          for such portion of the Premises and Tenant shall pay
                          to Landlord all Rent accrued through the cancellation
                          date relating to the portion of the Premises covered
                          by the proposed Transfer and all brokerage commissions
                          paid or payable by Landlord in connection with this
                          Lease that are allocable to such portion of the
                          Premises. Thereafter, Landlord may lease such portion
                          of the Premises to the prospective transferee (or to
                          any other person) without liability to Tenant.
<PAGE>

                                      c. Additional Compensation. Tenant shall
                          pay to Landlord, immediately upon receipt thereof, all
                          compensation received by Tenant for a Transfer that
                          exceeds the Basic Rental and Tenant's share of
                          Electrical Costs and Excess allocable to the portion
                          of the Premises covered thereby.

INSURANCE; WAIVERS;
SUBROGATION; INDEMNITY          11.   a. Insurance. Tenant shall at its expense
                          procure and maintain throughout the Term the following
                          insurance policies: (i) comprehensive general
                          liability insurance in amounts of not less than a
                          combined single limit of $5,000,000 (the "Initial
                          Liability Insurance Amount") or such other amounts as
                          Landlord may from time to time reasonably require,
                          insuring Tenant, Landlord, and Landlord's agents
                          against all liability for injury to or death of a
                          person or persons or damage to property arising from
                          the use and occupancy of the Premises, (ii)
                          contractual liability insurance coverage sufficient to
                          cover Tenant's indemnity obligations hereunder, (iii)
                          insurance covering the full value of Tenant's property
                          and improvements, and other property (including.
                          property of others), in the Premises, (iv) workman's
                          compensation insurance, containing a waiver of
                          subrogation endorsement reasonably acceptable to
                          Landlord, and (v) business interruption insurance.
                          Tenant's insurance shall provide primary coverage to
                          Landlord when any policy issued to Landlord provides
                          duplicate or similar coverage, and in such
                          circumstance Landlord's policy will be excess over
                          Tenant's policy. Tenant shall furnish certificates of
                          such insurance and such other evidence satisfactory to
                          Landlord of the maintenance of all insurance coverages
                          required hereunder, and Tenant shall obtain a written
                          obligation on the part of each insurance company to
                          notify Landlord at least 30 days before cancellation
                          or a material change of any such insurance. All such
                          insurance policies shall be in form, and issued by
                          companies, reasonably satisfactory to Landlord.

                                      b. Waiver of Negligence Claims, No
                          Subrogation. Landlord shall not be liable to Tenant or
                          those claiming by, through, or under Tenant for any
                          injury to or death of any person or persons or the
                          damage to or theft, destruction, loss, or loss of use
                          of any property or inconvenience (a "Loss") caused by
                          casualty, theft, fire, third parties, or any other
                          matter (including Losses arising through repair or
                          alteration of any part of the Building, or failure to
                          make repairs, or from any other cause), regardless of
                          whether the negligence of any party caused such Loss
                          in whole or in part. Landlord and Tenant each waives
                          any claim it might have against the other for any
                          damage to or theft, destruction, loss, or loss of use
                          of any property, to the extent the same is insured
                          against insurance policy that covers the Building, the
                          Premises, Landlord's or Tenant's fixtures, personal
                          property, leasehold improvements, or business, or, in
                          Tenant's waiver, is required to be insured against
                          under the terms hereof regardless of whether the
                          negligence or fault of the other party caused such
                          loss; however, Landlord's waiver shall not include any
                          deductible amounts on insurance policies carried by
                          Landlord or apply to any coinsurance penalty which
                          Landlord might sustain. Each party shall cause its
                          insurance carrier to endorse all applicable policies
                          waiving the carrier's rights of recovery under
                          subrogation or otherwise against the other party.

                                      c. Indemnity. Subject to Section 11.b,
                          Tenant shall defend, indemnify, and hold harmless
                          Landlord and its agents from and against all claims,
                          demands, liabilities, causes of action, suits,
                          judgments, and expenses (including attorneys' fees)
                          for any Loss arising from any occurrence on the
                          Premises or from Tenant's failure to perform its
                          obligations under this Lease (other than a Loss
                          arising from the sole or gross negligence of Landlord
                          or its
<PAGE>

                          agents), even though caused or alleged to be caused by
                          the joint, comparative, or concurrent negligence or
                          fault of Landlord or its agents, and even though any
                          such claim, cause of action, or suit is based upon or
                          alleged to be based upon the strict liability of
                          Landlord or its agents. This indemnity provision is
                          intended to indemnify Landlord and its agents against
                          the consequences of their own negligence or fault as
                          provided above when Landlord or its agents are
                          jointly, comparatively, or concurrently negligent with
                          Tenant. This indemnity provision shall survive
                          termination or expiration of this Lease.

SUBORDINATION
ATTORNMENT; NOTICE TO
LANDLORD'S MORTGAGEE            12.   a. Subordination. This Lease shall be
                          subordinate to any deed of trust, mortgage, or other
                          security instrument (a "Mortgage"), or any ground
                          lease, master lease, or primary lease (a "Primary
                          Lease"), that now or hereafter covers all or any part
                          of the Premises (the mortgagee under any Mortgage or
                          the lessor under any Primary Lease is referred to
                          herein as "Landlord's Mortgagee").



                                      b. Attornment. Tenant shall attorn to any
                          party succeeding to Landlord's interest in the
                          Premises, whether by purchase, foreclosure, deed in
                          lieu of foreclosure, power of sale, termination of
                          lease, or otherwise, upon such party's request, and
                          shall execute such agreements confirming such
                          attornment as such party may reasonably request.

                                      c. Notice to Landlord's Mortgagee. Tenant
                          shall not seek to enforce any remedy it may have for
                          any default on the part of the Landlord without first
                          giving written notice by certified mail, return
                          receipt requested, specifying the default in
                          reasonable detail, to any Landlord's Mortgagee whose
                          address has been given to Tenant, and affording such
                          Landlord's Mortgagee a reasonable opportunity to
                          perform Landlord's obligations hereunder.

RULES AND
REGULATIONS                     13.   Tenant shall comply with the rules and
                          regulations of the Building which are attached hereto
                          as Exhibit B. Landlord may, from time to time, change
                          such rules and regulations for the safety, car: , or
                          cleanliness of the Building and related facilities,
                          provided that such changes are applicable to all
                          tenants of the Building and will not unreasonably
                          interfere with Tenant's use of the Premises. Tenant
                          shall be responsible for the compliance with such
                          rules and regulations by its employees, agents, and
                          invitees.

CONDEMNATION                    14.   a. Taking - Landlord's and Tenant's
                          Rights. If any part of the Building is taken by right
                          of eminent domain or conveyed in lieu thereof (a
                          "Taking"), and such Taking prevents Tenant from
                          conducting its business in the Premises in a manner
                          reasonably comparable to that conducted immediately
                          before such Taking, then Landlord may, at its expense,
                          relocate Tenant to office space reasonably comparable
                          to the Premises, provided that Landlord notifies
                          Tenant of its intention to do so within 30 days after
                          the Taking. Such relocation may be for a portion of
                          the remaining Term or the entire Term. Landlord shall
                          complete any such relocation within 180 days after
                          Landlord has notified Tenant of its intention to
                          relocate Tenant. If Landlord does not elect to
                          relocate Tenant following such Taking, then Tenant may
                          terminate this Lease as of the date of such Taking by
                          giving written notice to Landlord within 60-days after
                          the Taking, and Rent shall be apportioned as of the
                          date of such Taking. If Landlord does not relocate
                          Tenant and Tenant does not terminate this Lease, then
                          Rent
<PAGE>

                          shall be abated on a reasonable basis as to that
                          portion of the Premises rendered untenantable by the
                          Taking.

                                      b. Taking - Landlord's Rights. If any
                          material portion, but less than all, of the Building
                          becomes subject to a Taking, or if Landlord is
                          required to pay any of the proceeds received for a
                          Taking to Landlord's Mortgagee, then this Lease, at
                          the option of Landlord, exercised by written notice to
                          Tenant within 30 days after such Taking, shall
                          terminate and Rent shall be apportioned as of the date
                          of such Taking. If Landlord does not so terminate this
                          Lease and does not elect to relocate Tenant, then this
                          Lease will continue, but if any portion of the
                          Premises has been taken, Basic Rental shall abate as
                          provided in the last sentence of Section 14.a.

                                      c. Award. If any Taking occurs, then
                          Landlord shall receive the entire award or other
                          compensation for the Land, the Building, and other
                          improvements taken, and Tenant may separately pursue a
                          claim against the condemnor for the value of Tenant's
                          personal property which Tenant is entitled to remove
                          under this Lease, moving costs, loss of business, and
                          other claims it may have.



FIRE OR OTHER
CASUALTY                        15.   a. Repair Estimate. If the Premises or the
                          building are damaged by fire or other casualty (a
                          "Casualty"), Landlord shall, within 60 days after such
                          Casualty, deliver to Tenant a good faith estimate (the
                          "Damage Notice") of the time needed to repair the
                          damage caused by such Casualty.

                                      b. Landlord's and Tenant's Rights. If a
                          material portion of the Premises or the Building is
                          damaged by Casualty such that Tenant is prevented from
                          conducting its business in the Premises in a manner
                          reasonably comparable to that conducted immediately
                          before such Casualty and Landlord estimates that the
                          damage caused thereby cannot be repaired within 180
                          days after the commencement of repair, then Landlord
                          may, at its expense, relocate Tenant to office space
                          reasonably comparable to the Premises, provided that
                          Landlord notifies Tenant of its intention to do so in
                          the Damage Notice. Such relocation may be for a
                          portion of the remaining Term or the entire Term.
                          Landlord shall complete any such relocation within 180
                          days after Landlord has delivered the Damage Notice to
                          Tenant. If Landlord does not elect to relocate Tenant
                          following such Casualty, then Tenant may terminate
                          this Lease by delivering written notice to Landlord of
                          its election to terminate within 30 days after the
                          Damage Notice has been delivered to Tenant. If
                          Landlord does not relocate Tenant and Tenant does not
                          terminate this Lease, then (subject to Landlord's
                          rights under Section 15.c) Landlord shall repair the
                          Building or the Premises, as the case may be, as
                          provided below, and Rent for the portion of the
                          Premises rendered untenantable by the damage shall be
                          abated on a reasonable basis from the date of damage
                          until the completion of the repair, unless Tenant
                          caused such damage, in which case, Tenant shall
                          continue to pay Rent without abatement.

                                      c. Landlord's Rights. If a Casualty
                          damages a material portion of the Building, and
                          Landlord makes a good faith determination that
                          restoring the Premises would be uneconomical, or if
                          Landlord is required to pay any insurance proceeds
                          arising out of the Casualty to Landlord's Mortgagee,
                          then Landlord may terminate this Lease by giving
                          written notice of its election to
<PAGE>

                          terminate within 30 days after the Damage notice has
                          been delivered to Tenant, and Basic Rental hereunder
                          shall be abated as of the date of the Casualty.

                                      d. Repair Obligation. If neither party
                          elects to terminate this Lease following a Casualty,
                          then Landlord shall, within a reasonable time after
                          such Casualty, commence to repair the Building and the
                          Premises and shall proceed with reasonable diligence
                          to restore the Building and Premises to substantially
                          the same condition as they existed immediately before
                          such Casualty; however, Landlord shall not be required
                          to repair or replace any part of the furniture,
                          equipment, fixtures, and other improvements which may
                          have been placed by, or at the request of, Tenant or
                          other occupants in the Building or the Premises, and
                          Landlord's obligation to repair or restore the
                          Building or Premises shall be limited to the extent of
                          the insurance proceeds actually received by Landlord
                          for the Casualty in question.

TAXES                           16.   Tenant shall be liable for all taxes
                          levied or assessed against personal property,
                          furniture, or fixtures placed by Tenant in the
                          Premises. If any taxes for which Tenant is liable are
                          levied or assessed against Landlord or Landlord's
                          property and Landlord elects to pay the same, or if
                          the assessed value of Landlord's property is increased
                          by inclusion of such personal property, furniture or
                          fixtures and Landlord elects to pay the taxes based on
                          such increase, then Tenant shall pay to Landlord, upon
                          demand, that part of such taxes for which Tenant is
                          primarily liable hereunder.



EVENTS OF DEFAULT               17.   Each of the following occurrences shall
                          constitute an "Event of Default":

                                      a. Tenant's failure to pay Rent, or any
                          other sums due from Tenant to Landlord under the Lease
                          (or any other lease executed by Tenant for space in
                          the Building), when due;

                                      b. Tenant's failure to perform, comply
                          with, or observe any other agreement or obligation of
                          Tenant under this Lease (or any other lease executed
                          by Tenant for space in the Building);

                                      c. The filing of a petition by or against
                          Tenant (the term "Tenant" shall include, for the
                          purpose of this Section 17.c, any guarantor of the
                          Tenant's obligations hereunder) (i) in any bankruptcy
                          or other insolvency proceeding; (ii) seeking any
                          relief under any state or federal debtor relief law;
                          (iii) for the appointment of a liquidator or receiver
                          for all or substantially all of Tenant's property or
                          for Tenant's interest in this Lease; or (iv) for the
                          reorganization or modification of Tenant's capital
                          structure;

                                      d. Tenant shall desert or vacate any
                          portion of the Premises; and

                                      e. The admission by Tenant that it cannot
                          meet its obligations as they become due or the making
                          by Tenant of an assignment for the benefit of its
                          creditors.

REMEDIES                        18.   Upon any Event of Default, Landlord may,
                          in addition to all other rights and remedies afforded
                          Landlord hereunder or by law or equity, take any of
                          the following actions:
<PAGE>

                                      a. Terminate this Lease by giving Tenant
                          written notice thereof, in which event, Tenant shall
                          pay to Landlord the sum of (i) all Rent accrued
                          hereunder through the date of termination, (ii) all
                          amounts due under Section 19.a., and (iii) an amount
                          equal to (A) the total Rent that Tenant would have
                          been required to pay for the remainder of the Tenn
                          discounted to present value at a per annum rate equal
                          to the "Prime Rate" as published on the date this
                          Lease is terminated by The Wall Street Journal,
                          Southwest Edition, in its listing of "Money Rates",
                          minus (B) the then present fair rental value of the
                          Premises for such period, similarly discounted; or

                                      b. Terminate Tenant's right to possession
                          of the Premises without terminating this Lease by
                          giving written notice thereof to Tenant, in which
                          event Tenant shall pay to Landlord (i) all Rent and
                          other amounts accrued hereunder to the date of
                          termination of possession, (ii) all amounts due from
                          time to time under Section 19.a., and (iii) all Rent
                          and other sums required hereunder to be paid by Tenant
                          during the remainder of the Term, diminished by any
                          net sums thereafter received by Landlord through
                          reletting the Premises during such shall use
                          reasonable efforts to relet the Premises on such terms
                          in its sole discretion may determine (including a term
                          different from Term, rental concessions, and
                          alterations to, and improvement of, the Premises);
                          however, Landlord shall not be obligated to relet the
                          Premises before leasing other portions of the
                          Building. Landlord shall not be liable for, nor shall
                          Tenant's obligations hereunder be diminished because
                          of, Landlord's failure to relet the Premisses or to
                          collect rent due for such reletting. Tenant shall not
                          be entitled to the excess of any consideration
                          obtained by reletting over the Rent due hereunder.
                          Reentry by Landlord in the Premises shall not affect
                          Tenant's obligations hereunder for the unexpired Term;
                          rather, Landlord may, from time to time, bring action
                          against Tenant to collect amounts due by Tenant,
                          without the necessity of Landlord's waiting until the
                          expiration of the Term. Unless Landlord delivers
                          written notice to Tenant expressly stating that it has
                          elected to terminate this Lease, all actions taken by
                          Landlord to exclude or dispossess Tenant of the
                          Premises shall be deemed to be taken under this
                          Section 18.b. If Landlord elects to proceed under this
                          Section 18.b., it may at any time elect to terminate
                          this Lease under Section 18.a.

                          Additionally, without notice, Landlord may alter locks
                          or other security devices at the Premises to deprive
                          Tenant of access thereto, and Landlord shall not be
                          required to provide a new key or right of access to
                          Tenant.

PAYMENT BY TENANT;
NON-WAIVER                      19.   a. Payment by Tenant. Upon any Event of
                          Default, Tenant shall pay to Landlord all costs
                          incurred by Landlord (including court costs and
                          reasonable attorney expenses) in (i) obtaining
                          possession of the Premises, (ii) removing and storing
                          Tenant's or any other occupant's property, (iii)
                          repairing, restoring, altering, remodeling, or
                          otherwise putting the Premises into condition
                          acceptable to a new tenant, (iv) if Tenant is
                          dispossessed of the Premises and this Lease is not
                          terminated, reletting all or any part of the Premises
                          (including brokerage commissions, cost of tenant
                          finish work, and other costs incidental to such
                          reletting), (v) performing Tenant's obligations which
                          Tenant failed to perform, and (vi) enforcing, or
                          advising Landlord of, its rights, remedies, and
                          recourses arising out of the Event of Default.

                                      b. No Waiver. Landlord's acceptance of
                          Rent following an Event of Default shall not waive
                          Landlord's rights regarding such Event of Default. No
                          waiver by Landlord of any violation or breach of any
                          of the terms
<PAGE>

                          contained herein shall waive Landlord's rights
                          regarding any future violation of such term or
                          violation of any other term.

LANDLORD'S LIEN            20. In addition to the statutory landlord's lien,
                          Tenant grants to Landlord, to secure performance of
                          Tenant's obligations hereunder, a security interest in
                          all equipment, fixtures, furniture, improvements, and
                          other personal property of Tenant now or hereafter
                          situated on the Premises, and all proceeds therefrom
                          (the "Collateral"), and the Collateral shall not be
                          removed from the Premises without the consent of
                          Landlord until all obligations of Tenant have been
                          fully performed. Upon the occurrence of an Event of
                          Default, Landlord may, in addition to all other
                          remedies, without notice or demand except as provided
                          below, exercise the rights afforded a secured party
                          under the Uniform Commercial Code of the State in
                          which the Building is located (the "UCC"). In
                          connection with any public or private sale under the
                          UCC, Landlord shall give Tenant five-days' prior
                          written notice of the time and place of any public
                          sale of the Collateral or of the time after which any
                          private sale or other intended disposition thereof is
                          to be made, which is agreed to be a reasonable notice
                          of such sale or other disposition. Tenant grants to
                          Landlord a power of attorney to execute and file any
                          financing statement or other instrument necessary to
                          perfect Landlord's security interest under this
                          Section 20, which power is coupled with an interest
                          and shall be irrevocable during the Term. Landlord may
                          also file a copy of this Lease as a financing
                          statement to perfect its security interest in the
                          Collateral.

SURRENDER OF
PREMISES                   21. No act by Landlord shall be deemed an acceptance
                          of a surrender of the Premises, and no agreement to
                          accept a surrender of the Premises shall be valid
                          unless the same is made in writing and signed by
                          Landlord. At the expiration or termination of this
                          Lease, Tenant shall deliver to Landlord the Premises
                          with all improvements located thereon in good repair
                          and condition, reasonable wear and tear (and
                          condemnation and fire or other casualty damage not
                          caused by Tenant, as to which Sections 14 and 15 shall
                          control) excepted, and shall deliver to Landlord all
                          keys to the Premises. Provided that Tenant has
                          performed all of its obligations hereunder, tenant may
                          remove all unattached trade fixtures, furniture, and
                          personal property placed in the Premises by Tenant
                          (but Tenant shall not remove any such item which was
                          paid for, in whole or in part, by Landlord).
                          Additionally, Tenant shall remove such alterations,
                          additions, improvements, trade fixtures, equipment,
                          wiring and furniture as Landlord may request. Tenant
                          shall repair all damage caused by such removal. All
                          items not so removed shall be deemed to have been
                          abandoned by Tenant and may be appropriated, sold,
                          stored, destroyed, or otherwise disposed of by
                          Landlord without notice to Tenant and without any
                          obligation to account for such items. The provisions
                          of this Section 21 shall survive the end of the Term.

HOLDING OVER               22. If Tenant fails to vacate the Premises at the end
                          of the Term, then Tenant shall be a tenant at will
                          and, in addition to all other damages and remedies to
                          which Landlord may be entitled for ouch holding over,
                          Tenant shall pay, in addition to the other Rent, a
                          daily Basic Rental equal to the greater of (a) 150% of
                          the daily Basic Rental payable during the last month
                          of the Term, or (b) the prevailing rental rate in the
                          Building for similar space.
<PAGE>

CERTAIN RIGHTS
RESERVED BY
LANDLORD                        23.   Provided that the exercise of such rights
                          does not unreasonably interfere with Tenants occupancy
                          of the Premises, Landlord shall have the following
                          rights:

                                      a. To decorate and to make inspections,
                          repairs, alterations, additions, changes, or
                          improvements, whether structural or otherwise, in and
                          about the Building, or any part thereof, for such
                          purposes, to enter upon the Premises and, during the
                          continuance of any such work, to temporarily close
                          doors, entryways, public space, and corridors in the
                          Building; 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, restrooms, or
                          other public parts of the Building;

                                      b. To take such reasonable measures as
                          Landlord deems advisable for the security of the
                          Building and its occupants, including without
                          limitation searching all persons entering or leaving
                          the Building; evacuating the Building for cause,
                          suspected cause, or for drill purposes; temporarily
                          denying access to the Building; and closing the
                          Building after normal business hours and on Saturdays,
                          Sundays, and holidays, subject, however, to Tenant's
                          right to enter when the Building is closed after
                          normal business hours under such reasonable
                          regulations as Landlord may prescribe from time to
                          time which may include by way of example, but not of
                          limitation, that persons entering or leaving the
                          Building, whether or not during normal business hours,
                          identify themselves to a security officer by
                          registration or otherwise and that such persons
                          establish their right to enter or leave the Building;



                                      c. To change the name by which the
                          Building is designated; and


                                      d. To enter the Premises at all reasonable
                          hours to show the Premises to prospective purchaser,
                          lenders, or tenants.

SUBSTITUTION SPACE              24.   a. From time to time during the Term,
                          Landlord may substitute for the Premises other space
                          that has an area at least equal to that of the
                          Premises and is located in the Building or in any
                          other comparable building managed by Landlord or an
                          affiliate of Landlord (the "Substitution Space").

                                      b. If Landlord exercises such right by
                          giving Tenant notice thereof ("Substitution Notice")
                          at least 60 days before the effective date of such
                          substitution, then (i) the description of the Premises
                          shall be replaced by the description of the
                          Substitution Space; and (ii) all of the terms and
                          conditions of this Lease shall apply to the
                          Substitution Space except that (A) if the then
                          unexpired balance of the Term shall be less than one
                          year, then the Term shall be extended so that the Tenn
                          shall be one year from the Substitution Effective Date
                          (defined below), and (B) if the Substitution Space
                          contains more square footage than the Premises, then
                          the Basic Rental then in effect shall be increased
                          proportionately (provided that such increase shall not
                          exceed 105% of the Basic Rental due for the Premises)
                          and shall be subject to adjustment as herein provided.
                          The effective date of such substitution (the
                          "Substitution Effective Date") shall be the date
                          specified in the Substitution Notice or, if Landlord
                          is required to perform tenant finish work to the
                          Substitution Space under Section
<PAGE>

                          24.c, then the date on which Landlord substantially
                          completes such tenant finish work. If Landlord is
                          delayed in performing the tenant finish work by
                          Tenant's actions (either by Tenant's change in the
                          plans and specifications for such work or otherwise),
                          then the Substitution Effective Date shall not be
                          extended and Tenant shall pay Rent for the
                          Substitution Space beginning on the date specified in
                          the Substitution Notice.

                                      c. Tenant may either accept possession of
                          the Substitution Space in its "as is" condition as of
                          the Substitution Effective Date or require Landlord to
                          alter the Substitution Space in the same manner as the
                          Premises were altered or were to be altered. Tenant
                          shall deliver to Landlord written notice of its
                          election within ten days after the Substitution Notice
                          has been delivered to Tenant. If Tenant fails to
                          timely deliver notice of its election or if an Event
                          of Default then exists, then Tenant shall be deemed to
                          have elected to accept possession of the substitution
                          Space in its "as is" condition. If Tenant timely
                          elects to require Landlord to alter the Substitution
                          Space, then (i) notwithstanding Section 24.b if the
                          then unexpired balance of the Tenn is less than three
                          years, then the Term shall be extended so that it
                          continues for three years from the Substitution
                          Effective Date, and (ii) Tenant shall continue to
                          occupy the Premises (upon all of the ten-ns of this
                          Lease) until the Substitution Effective Date.

                                      d. Tenant shall move from the Premises
                          into the Substitution Space and shall surrender
                          possession of the Premises as provided in Section 21
                          by the Substitution Effective Date. If Tenant occupies
                          the Premises after the Substitution Effective Date,
                          then Tenant's occupancy of the Premises shall be a
                          tenancy at will (and, without limiting all other
                          rights and remedies available to Landlord, including
                          instituting a forcible detainer suit), Tenant shall
                          pay Basic Rental for the Premises as provided in
                          Section 22 and all other Rent due therefor until such
                          occupancy ends; such amounts shall be in addition to
                          the Rent due for the Substitution Space.



                                      e. If Landlord exercises its substitution
                          right, then Landlord shall reimburse Tenant for
                          Tenant's reasonable out-of-pocket expenses for moving
                          Tenant's furniture, equipment, supplies and telephone
                          equipment from the Premises to the substitution space
                          and for reprinting Tenant's stationery of the same
                          quality and quantity of Tenant's stationery supply on
                          hand immediately prior to Landlord's notice to Tenant
                          of the exercise of this relocation right. If the
                          Substitution Space contains more square footage than
                          the Premises, and if the Premises were carpeted,
                          Landlord shall supply and install an equal amount of
                          carpeting of the same or equivalent quality and color.

MISCELLANEOUS                    25.  a. Landlord Transfer. Landlord may
                          transfer, in whole or in part, the Building and any of
                          its rights under this Lease. If Landlord assigns its
                          rights under this Lease, then Landlord shall thereby
                          be released from any further obligations hereunder.

                                      b. Landlord's Liability. The liability of
                          Landlord to Tenant for any default by Landlord under
                          the terms of this Lease shall be limited to Tenant's
                          actual direct, but not consequential, damages therefor
                          and shall be recoverable from the interest of Landlord
                          in the Building and the Land, and Landlord shall not
                          be personally liable for any deficiency. This section
                          shall not be deemed to limit or deny any remedies
                          which Tenant may have in the event
<PAGE>

                          of default by Landlord hereunder which do not involve
                          the personal liability OF Landlord.

                                      c. Force Majeure. Other than for Tenant' s
                          monetary obligations under this Lease and obligations
                          which can be cured by the payment of money (e.g.,
                          maintaining insurance), whenever a period of time is
                          herein prescribed for action to be taken by either
                          party hereto, such party 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, riots, acts of God, shortages of labor
                          or materials, war, governmental laws, regulations, or
                          restrictions, or any other causes of any kind
                          whatsoever which are beyond the control of such party.

                                      d. Brokerage. Landlord and Tenant each
                          warrant to the other that it has not dealt with any
                          broker or agent, other than Trammell Crow Dallas/Fort
                          Worth, Inc., in connection with the negotiation or
                          execution of this Lease. Tenant and Landlord shall
                          each indemnify the other against all costs, expenses,
                          attorneys' fees, and other liability for commissions
                          or other compensation claimed by a broker or agent
                          claiming the same by, through, or under the
                          indemnifying party.

                                      e. Estoppel Certificates. From time to
                          time, Tenant shall furnish to any party designated by
                          Landlord, within ten days after Landlord has made a
                          request therefor, a certificate signed by Tenant
                          confirming and containing such factual certifications
                          and representations as to this Lease as Landlord may
                          reasonably request.

                                      f. Notices. All notices and other
                          communications given pursuant to this Lease shall be
                          in writing and shall be (i) mailed by first class,
                          United States Mail, postage prepaid, certified, with
                          return receipt requested, and addressed to the parties
                          hereto at the address specified in the Basic Lease
                          Information, (ii) hand delivered to the intended
                          address, or (iii) sent by prepaid telegram, cable,
                          facsimile transmission, or telex followed by a
                          confirmatory letter. Notice sent by certified mail,
                          postage prepaid, shall be effective three business
                          days after being deposited in the United States Mail;
                          all other notices shall be effective upon delivery to
                          the address of the addressee. The parties hereto may
                          change their addresses by giving notice thereof to the
                          other in conformity with this provision.

                                      g. Separability. If any clause or
                          provision of this Lease is illegal, invalid, or
                          unenforceable under present or future laws, then the
                          remainder of this Lease shall not be affected thereby
                          and in lieu of such clause or provision, there shall
                          be added as a part of this Lease a clause or provision
                          as similar in terms to such illegal, invalid, or
                          unenforceable clause or provision as may be possible
                          and be legal, valid, and enforceable.

                                      h. Amendments. and Binding Effect. This
                          Lease may not be amended except by instrument in
                          writing signed by Landlord and Tenant. No provision of
                          this Lease shall be deemed to have been waived by
                          Landlord unless such waiver is in writing signed by
                          Landlord, and no custom or practice which may evolve
                          between the parties in the administration of the terms
                          hereof shall waive or diminish the right of Landlord
                          to insist upon the performance by Tenant in strict
                          accordance with the terms hereof. The terms and
                          conditions contained in this Lease shall inure to the
                          benefit of and be binding upon the parties hereto, and
                          upon their respective successors in interest and legal
                          representatives, except as otherwise herein expressly
                          provided. This Lease is for the sole benefit of
<PAGE>

                          Landlord and Tenant, and, other than Landlord's
                          Mortgagee, no third party shall be deemed a third
                          party beneficiary hereof.

                                      i. Quiet Enjoyment. Provided Tenant has
                          performed all of the terms and conditions of this
                          Lease to be performed by Tenant, Tenant shall
                          peaceably and quietly hold and enjoy the Premises for
                          the Tenn, without hindrance from Landlord or any party
                          claiming by, through, or under Landlord, subject to
                          the terms and conditions of this Lease.

                                      j. Joint and Several Liability. If there
                          is more than one Tenant, then the obligations
                          hereunder imposed upon Tenant shall be joint and
                          several. If there is a guarantor of Tenant's
                          obligations hereunder, then the obligations hereunder
                          imposed upon Tenant shall be the joint and several
                          obligations of Tenant and such guarantor, and Landlord
                          need not first proceed against Tenant before
                          proceeding against such guarantor nor shall any such
                          guarantor be released from its guaranty for any reason
                          whatsoever.

                                      k. Captions. The captions contained in
                          this Lease are for convenience of reference only, and
                          do not limit or enlarge the terms and conditions of
                          this Lease.

                                      l. No Merger. There shall be no merger of
                          the leasehold estate hereby created with the fee
                          estate in the Premises or any part thereof if the same
                          person acquires or holds, directly or indirectly, this
                          Lease or any interest in this Lease and the fee estate
                          in the leasehold Premises or any interest in such fee
                          estate.

                                      m. No Offer. The submission of this Lease
                          to Tenant shall not be construed as an offer, nor
                          shall Tenant have any rights under this Lease unless
                          Landlord executes a copy of this Lease and delivers it
                          to Tenant.

                                      n. Tax Protest. Tenant has no right to
                          protest the real estate tax rate assessed against the
                          project and/or the appraised value of the Project
                          determined by any appraisal review board or other
                          taxing entity with authority to determine tax rates
                          and/or appraised values (each a "Taxing Authority").
                          Tenant hereby knowingly, voluntarily and intentionally
                          waives and releases any right, whether created by law
                          or otherwise, to (a) file or otherwise protest before
                          any Taxing Authority any such rate or value
                          determination even though Landlord may elect not to
                          file any such protest; (b) receive, or otherwise
                          require Landlord to deliver, a copy of any reappraisal
                          notice received by Landlord from any Taxing Authority;
                          and (c) appeal any order of a Taxing Authority which
                          determines any such protest. The foregoing waiver and
                          release covers and includes any and all rights,
                          remedies and recourse of Tenant, now or at any time
                          hereafter, under Section 41.413 and Section 42.015 of
                          the Texas Tax Code (as currently enacted or hereafter
                          modified) together with any other or further laws,
                          rules or regulations covering the subject matter
                          thereof. Tenant acknowledges and agrees that the
                          foregoing waiver and release was bargained for by
                          Landlord and Landlord would not have agreed to enter
                          into this Lease in the absence of this waiver and
                          release. If, notwithstanding any such waiver and
                          release, Tenant files or otherwise appeals any such
                          protest, then Tenant will be in default under this
                          Lease and, in addition to Landlord's other rights and
                          remedies, Tenant must pay or otherwise reimburse
                          Landlord for all costs, charges and expense incurred
                          by, or otherwise asserted against, Landlord as a
                          result of any tax protest or appeal by Tenant,
                          including, appraisal costs, tax consultant charges and
                          attorneys' fees (collectively, the "Tax Protest
                          Costs"). If, as result of Tenant's tax
<PAGE>

                          protest the Project is increased above that previously
                          determined by the Taxing Authority (such increase, the
                          "Value Increase") for the year covered by such tax
                          protest or appeal (such year, the "Protest Year"),
                          then Tenant must pay Landlord, in addition to all Tax
                          Protest Costs, an amount (the "Additional Taxes")
                          equal to the sum of the following: (i) the product of
                          the Value Increase multiplied by the tax rate in
                          effect for the Protest Year; plus (ii) the amount of
                          additional taxes payable during the five (5) year
                          period following the Protest Year, such amount to be
                          calculated based upon the Value Increase multiplied by
                          the tax rate estimated to be in effect for each year
                          during such five (5) year period. Tenant must pay all
                          Additional Taxes - even those in excess of Tenant's
                          proportionate share and which may relate to years
                          beyond the term of this Lease. The Additional Taxes
                          will be conclusively determined by a tax consultant
                          selected by Landlord, without regard to whether and to
                          what extent Landlord may be able in years following
                          the Protest Year to reduce or otherwise eliminate any
                          Value Increase. All Tax Protest Costs and Additional
                          Taxes must be paid by Tenant within five (5) days
                          following written demand by Landlord.

                                      o. Exhibits. All exhibits and attachments
                          attached hereto are incorporated herein by this
                          reference.

                                     Exhibit A -- Outline of Premises
                                     Exhibit B -- Building Rules and Regulations
                                     Exhibit C -- Operating Expense Escalator
                                     Exhibit D -- Legal Description
                                     Exhibit E -- Tenant Finish-Work: As-Is
                                     Exhibit F -- Parking

                                      p. Entire Agreement. This Lease
                          constitutes the entire agreement between Landlord and
                          Tenant regarding the subject matter hereof and
                          supersedes all oral statements and prior writings
                          relating thereto. Except for those set forth in this
                          Lease, no representations, warranties, or agreements
                          have been made by Landlord or Tenant to the other with
                          respect to this Lease or the obligations of Landlord
                          or Tenant in connection therewith.

                          LANDLORD AND TENANT EXPRESSLY DISCLAIM ANY IMPLIED
                          WARRANTY THAT THE PREMISES ARE SUITABLE FOR TENANT'S
                          INTENDED COMMERCIAL PURPOSE, AND TENANT'S OBLIGATION
                          TO PAY RENT HEREUNDER IS NOT DEPENDENT UPON THE
                          CONDITION OF THE PREMISES OR THE PERFORMANCE BY
                          LANDLORD OF ITS OBLIGATIONS, HEREUNDER, AND EXCEPT AS
                          OTHERWISE EXPRESSLY PROVIDED HEREIN, TENANT SHALL
                          CONTINUE TO PAY THE RENT, WITHOUT ABATEMENT, SET OFF,
                          DEDUCTION, NOTWITHSTANDING ANY BREACH BY LANDLORD OF
                          ITS DUTIES OR OBLIGATIONS HEREUNDER, WHETHER EXPRESS
                          OR IMPLIED.


                          DATED as of the date first above written.


                                      LANDLORD:
                                      --------

                                      EQUITABLE- CROW TOWER 200 1, LTD.,
                                      a Texas limited partnership
<PAGE>

                              By:   EQ/GP Southwest, Ltd.,
                                    a Texas Limited partnership

                              By:   GP/EQ Southwest, Inc., a Texas corporation
                                    its sole general partner


                              By:    /s/ Jon L. Dooley
                                     ---------------------
                              Name   Jon L. Dooley
                                     ---------------------
                              Title: Investment Officer
                                     ---------------------

                              TENANT:
                              ------

                              JAYHAWK ACCEPTANCE CORPORATION
                              a Texas corporation



                              By:    /s/ C. Fred Jackson
                                     ----------------------

                              Name:  C. Fred Jackson
                                     ----------------------
                              Title: Senior Vice President
                                     ----------------------



This lease agreement is subject to the entry of an order by the Bankruptcy Court
in Bankruptcy Case No. 397-31261-SAF-11, pending in the U.S. Bankruptcy Court of
the Northern District of Texas, Styled in Re: Jayhawk Acceptance Corporation
confirming the execution and delivery of this lease agreement by Tenant.
<PAGE>

                                   EXHIBIT B

                        BUILDING RULES AND REGULATIONS
                        ------------------------------

The following rules and regulations shall apply to the Premises, the Building,
the parking garage associated therewith, the Land and the appurtenances thereto:

     1.   Sidewalks, doorways, vestibules, halls, stairways, and other similar
areas shall not be obstructed by tenants or used by any tenant for purposes
other than ingress and egress to and from their respective-leased premises and
for going from one to another part of the Building.

     2.   Plumbing, fixtures and appliances shall be used only for the purposes
for which  designed, and no sweepings, rubbish, rags or other unsuitable
material shall be thrown or deposited therein.  Damages resulting to any such
fixtures or appliances from misuse by a tenant or its agents, employees or
invitee, shall be paid by such tenant.

     3.   No signs, advertisements or notices shall be painted or affixed on or
to any windows or doors or other part of the Building without the prior written
consent of Landlord.  No nails, hooks or screws shall be driven or inserted in
any part of the Building except by Building maintenance personnel.  No curtains
or other window treatments shall be placed between the glass and the Building
standard window treatments.

     4.   Landlord shall provide and maintain an alphabetical directory for all
tenants in the main lobby of the Building.

     5.   Landlord shall provide all door locks in each tenant's leased
premises, at the cost of such tenant, and no tenant shall place any additional
door locks in its leased premises without Landlord's prior written consent.
Landlord shall furnish to each tenant a reasonable number of keys to such
tenant's leased premises, at such tenant's cost, and no tenant shall make a
duplicate thereof.

     6.   Movement in or out of the Building of furniture or office equipment,
or dispatch or receipt by tenants of any bulky material, merchandise or
materials which require use of elevators or stairways, or movement through the
Building entrances or lobby shall be conducted under Landlord's supervision at
such times and in such a manner as Landlord may reasonably require.  Each tenant
assumes all risks of and shall be liable for all damage to articles moved and
injury to persons or public engaged or not engaged in such movement, including
equipment, property and personnel of Landlord if damaged or injured as a result
of acts in connection with carrying out this service for such tenant.

     7.   Landlord may prescribe weight limitations and determine the locations
for safes and other heavy equipment or items, which shall in all cases be placed
in the Building so as to distribute weight in a manner acceptable to Landlord
which may include the use of such supporting devices as Landlord may require.
All damages to the Building caused by the installation or removal of any
property of a tenant, or done by a tenant's property while in the Building,
shall be repaired at the expense of such tenant.

     8.   Corridor doors, when not in use, shall be kept closed.  Nothing shall
be swept or thrown into the corridors, halls, elevator shafts or stairways.  No
birds or animals shall be brought into or kept in, on or about any tenant's
leased premises.  No portion of any tenant's leased premises shall at any time
be used or occupied as sleeping or lodging quarters.

     9.   Tenant shall cooperate with Landlord's employees in keeping its leased
premises neat and clean. Tenants shall not employ any person for the purpose of
such cleaning other than the Building's cleaning and maintenance personnel.

     10.  To ensure orderly operation of the Building, no ice, mineral or other
water, towels, newspapers, etc. shall be delivered to any leased area except by
persons approved by Landlord.
<PAGE>

     11.  Tenant shall not make or permit any improper, objectionable or
unpleasant noises or odors in the Building or otherwise interfere in any way
with other tenants or persons having business with them.

     12.  No machinery of any kind (other than normal office equipment) shall be
operated by any tenant on its leased area without Landlord's prior written
consent, nor shall any tenant use or keep in the Building any flammable or
explosive fluid or substance.

     13.  Landlord will not be responsible for lost or stolen personal property,
money or jewelry from tenant's leased premises or public or common areas
regardless of whether such loss occurs when the area is locked against entry or
not.

     14.  No vending or dispensing machines of any kind may be maintained in any
leased premises without the prior written permission of Landlord.

     15.  All mail chutes located in the Building shall be available for use by
Landlord and all tenants of the Building according to the rules of the United
States Postal Service.
<PAGE>

                                   EXHIBIT C

                          OPERATING EXPENSE ESCALATOR
                          ---------------------------

     (a)   Tenant shall pay an amount (per each rentable square foot in the
Premises) equal to the excess ("Excess") from time to time of actual Basic Cost
per rentable square foot in the Building over the actual Basic Cost per rental
square foot in the Building for the 1996 calendar year (the "Expense Stop").
Landlord may collect such amount in a lump sum, to be due within 30 days after
Landlord furnishes to Tenant the Annual Cost Statement. Alternatively, Landlord
may make a good faith estimate of the Excess to be due by Tenant for any
calendar year or part thereof during the Term, and, unless Landlord delivers to
Tenant a revision of the estimated Excess, Tenant shall pay to Landlord, on the
Commencement Date and on the first day of each calendar month thereafter, an
amount equal to the estimated Excess for such calendar year or part thereof
divided by the number of months in such calendar year during the Tenn.  From
time to time during any calendar year, Landlord may estimate and reestimate the
Excess to be due by Tenant for that calendar year and deliver a copy of the
estimate or re-estimate to Tenant. Thereafter, the monthly installments of
Excess payable by Tenant shall be appropriately adjusted in accordance with the
estimations so that, by the end of the calendar year in question, Tenant shall
have paid all of the Excess as estimated by Landlord.  Any amounts paid based on
such an estimate shall be subject to adjustment pursuant to paragraph (c) of
this Exhibit when actual Basic Cost is available for each calendar year.

     (b)   For the purposes of this Exhibit, the term "Basic Cost" shall mean
all expenses and disbursements of every kind (subject to the limitations set
forth below) which Landlord incurs, pays or becomes obligated to pay in
connection with the ownership, operation, and maintenance of the Building
(including the associated parking facilities), determined in accordance with
generally accepted federal income tax basis accounting principles consistently
applied, including but not limited to the following:

     (i)   Wages and salaries (including management fees) of all employees
     engaged in the operation, repair, replacement, maintenance, and security of
     the Building, including taxes, insurance and benefits relating thereto;

     (ii)  All supplies and materials used in the operation, maintenance,
     repair, repla cement, and security of the Building;

     (iii) Annual cost of all capital improvements made to the Building which
     although capital in nature can reasonably be expected to reduce the normal
     operating costs of the Building, as well as all capital improvements made
     in order to comply with any law hereafter promulgated by any governmental
     authority, as amortized over the useful economic life of such improvements
     as determined by Landlord in its reasonable discretion (without regard to
     the period over which such improvements may be depreciated or amortized for
     federal income tax purposes);

     (iv)  Cost of all utilities, other than the cost of utilities actually
     reimbursed to Landlord by the Building's tenants (including Tenant under
     Section 4.c of this Lease);

     (v)  Cost of any insurance or insurance related expense applicable to the
     Building and Landlord's personal property used in connection therewith;

     (vi) All taxes and assessments and governmental charges whether federal,
     state, county, or municipal, and whether they be by taxing or management
     districts or authorities presently taxing or by others, subsequently
     created or otherwise, and any other taxes and assessments attributable to
     the Building (or its operation), and the grounds, parking areas, driveways,
     and alleys around the Building, excluding, however, federal and state taxes
     on income (collectively, "Taxes"); if the present method of taxation
     changes so that in lieu of the whole or any part of any taxes levied on the
     land or building, there is levied on Landlord a capital tax directly on the
     rents received therefrom or a franchise tax, assessment, or charge based,
     in whole or in part, upon such rents for the Building, then all such taxes,
     assessments, or charges, or the part thereof so based, shall be deemed to
     be included within the ten-n "Taxes" for the purposes hereof,
<PAGE>

     (vii)  Cost of repairs, replacements, and general maintenance of the
     Building, other than repair, replacement, and general maintenance of the
     roof, foundation and exterior walls of the Building;

     (viii) Cost of service or maintenance contracts with independent
     contractors for the operation, maintenance, repair, replacement, or
     security of the Building (including, without limitation, alarm service,
     window cleaning, and elevator maintenance); and

     (ix)   The amount of basic rent payable under and pursuant to any ground
     lease pertaining to the land on which the building is located.

There are specifically excluded from the definition of the term "Basic Cost"
costs (1) for capital improvements made to the Building, other than capital
improvements described in subparagraph (iii) above and except for items which,
though capital for accounting purposes, are properly considered maintenance and
repair items, such as painting of common areas, replacement of carpet in
elevator lobbies, and the like; (2) for repair, replacements and general
maintenance paid by proceeds of insurance or by Tenant or other third parties,
and alterations attributable solely to tenants of the Building other than
Tenant; (3) for interest, amortization or other payments on loans to Landlord;
(4) for depreciation of the Building; (5) for leasing commissions; (6) for legal
expenses, other than those incurred for the general benefit of the Building's
tenants (e.g., tax disputes); (7) for renovating or otherwise improving space
for occupants of the Building or vacant space in the Building; (8) for
correcting defects in the construction of the Building; (9) for overtime or
other expenses of Landlord in curing defaults or performing work expressly
provided in this Lease to be home at Landlord's expense; and (IO) for federal
income taxes imposed on or measured by the income of Landlord from the operation
of the Building.

     (c)   The Annual Cost Statement shall include a statement of Landlord's
actual Basic Cost for the previous year adjusted as provided in paragraph (d) of
this Exhibit.  If the Annual Cost Statement reveals that Tenant paid more for
Basic Cost than the actual Excess in the year for which such statement was
prepared, then Landlord shall promptly credit or reimburse for Tenant for such
excess; likewise, if Tenant paid less than the actual Excess, then Tenant shall
promptly pay Landlord such deficiency.

     (d)   With respect to any calendar year or partial calendar year in which
the Building is not occupied to the extent of ninety-five percent (95%) of the
rentable area thereof, the Basic Cost for such period shall, for the purposes
hereof, be increased to the amount which would have been incurred had the
Building been occupied to the extent of ninety-five percent (95%) of the
rentable area thereof.
<PAGE>

                                   EXHIBIT D
                                   ---------


                               Legal Description



TRACT I - Bryan Tower Site (Fee Simple):
----------------------------------------

Being a tract of land out of the J. Grigsby Survey, Abstract No. 495, also being
Block 247, Official City Block
Number, City of Dallas, Dallas County, Texas and being more particularly
described as follows:

BEGINNING at a "+" cut in concrete found at the point of intersection of the
Northwest right-of-way line of Bryan Street (70 foot right-of-way) and the
Northeast right-of-way line of Harwood Street (60 foot right-of-way);

THENCE, N 44(degrees) 48' 00" W, along the said Northeast right-of-way line of
Harwood Street, a distance of 163.00 feet to a "+" cut in concrete set for
comer, said comer being the point of intersection of the said Northeast right-
of-way line of Harwood Street and the Southeast right-of-way line of Federal
Street (variable width right-of-way);

THENCE, N 44(degrees) 52' 00" E, along the said Southeast right-of-way line of
Federal Street, a distance of 340.28 feet to a "+" cut in concrete set for
comer, said comer being the point of intersection of the said Southeast right-
of-way line of Federal Street and the Southwest right-of-way line of Olive
Street (60 foot right-of-way);

THENCE, S 44(degrees) 48' 00" E, along the said Southwest right-of-way line of
Olive Street, a distance of 80.00 feet to a "+" cut in concrete found for comer;

THENCE, S(degrees) 32 49' 00" E, continuing along the said Southwest right-of-
way line of Olive Street, a distance of 83.32 feet to a "+" cut in concrete
found for comer, said comer being the point of intersection of the said
Southwest right-of-way line of Olive Street and the said Northwest right-of-way
line of Bryan Street;

THENCE, S 44(degrees) 35' 00" W, along the said Northwest right-of-way line of
Bryan Street, a distance of 323.00 feet to the POINT OF BEGINNING and containing
54,475.320 square feet or 1.251 acres of land, more or less.

SAVE AND EXCEPT THAT CERTAIN 331 square foot portion of land situated in the
John Grigsby Survey, Abstract No. 495, in Dallas City Block No. 247, being a
portion of the land labeled Tract 1 and conveyed to Tower 2001 Limited
Partnership by deed recorded in Volume 88169, Page 0028, Deed Records, Dallas
County, Texas and being more particularly described as follows:

COMMENCING at an "X" cut in a concrete walk found at the intersection of the
southwesterly right-of-way line of Olive Street (66.5 foot right-of-way) and the
southeasterly right-of-way line of Federal Street (variable width right- of-
way), the same being the most northerly comer of said Tower 2001 Limited
Partnership Tract (Tract 1);

THENCE, along said southwesterly line of Federal Street and along the
northwesterly line of said Tower 2001 Limited Partnership Tract (Tract 1), S.
44(degrees) 54' 17" W., a distance of 290.25 feet to an "X" cut in a brick walk
found for the POINT OF BEGINNING, said comer being on a non-tangent circular
curve to the right, with a radius of 286.50 feet and whose chord bears S.
31(degrees) 50' 13" W., a distance of 51.45 feet;

THENCE, in a southwesterly direction, departing said southeasterly line of
Federal Street and departing said northwesterly line of said Tower 2001 Limited
Partnership Tract (Tract 1) and along said curve through a central angle of
10(degrees) 18' 1 1 ", an arc distance of 51.52 feet to a 1/2" iron rod with
A.B. and A. cap found for comer in the southwesterly line of said Tower 2001
Limited Partnership Tract (Tract 1), said comer being the northeasterly right-
of-way line of North Harwood Street (60 foot right-of-way);
<PAGE>

THENCE, along said southwesterly line of said Tower 2001 Limited Partnership
Tract (Tract 1) and along said northeasterly line of North Harwood Street, N.
44(degrees) 47' 16" W., a distance of 11.63 feet to the intersection of said
northeasterly line of North Harwood Street and said southeasterly line of
Federal Street, said corner being the most westerly corner of said Tower 2001
Limited Partnership Tract (Tract 1);

THENCE, along said southeasterly line of Federal Street and along the
northwesterly line of said Tower 2001 Limited Partnership Tract (Tract 1), N.
44(degrees) 54' 17" E., a distance of 50.05 feet to the POINT OF BEGINNING and
containing 331 square feet of land, more or less.


TRACT II - Olive Street Pedestrian Bridge (Fee Simple):
-------------------------------------------------------

Being all that certain air space abandoned and vacated to 2001 Bryan Street by
the City of Dallas pursuant to Ordinance No. 16552 passed by the City Council of
the City of Dallas on April 30, 1980, as amended by Ordinance No. 16692 passed
by the City Council of the City of Dallas on September 17, 1980, said air space
being from the horizontal plane described in said Ordinance, as a-mended, to 20
feet above such horizontal plane located above that certain lot, tract or parcel
of land lying and being situated in the City and County of Dallas, Texas, and
being a part of Olive Street between Blocks 247 and 253, official City of Dallas
numbers, and being more particularly described as follows:

COMMENCING at the intersection of the Northwest right-of-way line of Bryan
Street (70 foot right-of-way) and the Southwest right-of-way line of Olive
Street variable width right-of-way at this point);

THENCE, N 32(degrees) 49' 00" W, along said Southwest line of Olive Street, a
distance of 83.32 feet to a "+" cut in concrete found for comer;

THENCE, N 44(degrees) 48' 00" W, along said Southwest right-of-way line of Olive
Street, a distance of 29.70 feet to the POINT OF BEGINNING; said POINT OF
BEGINNING being the centerline of a pedestrian bridge;

THENCE, N 44(degrees) 48' 00" W, continuing along said Southwest right-of-way
line of Olive Street, a distance of 10.50 feet to a point;

THENCE, N 45(degrees) 00" 12" E, and in a Northeasterly direction, crossing said
Olive Street, a distance of 33.17 feet to a point in the centerline of said
Olive Street;

THENCE, S 44(degrees) 48' 00" E, along said centerline of said Olive Street,
passing at 10-50 feet the centerline of said pedestrian bridge and continuing
for a total distance of 2 1.00 feet to a point;

THENCE, S 45(degrees) 00' 12" W, departing said centerline of Olive Street in a
Southwesterly direction and crossing said Olive Street, a distance of 33.17 feet
to a point in the Southwest right-of-way line of Olive Street;

THENCE, N 44(degrees) 48 00" W, and in a Northwesterly direction along said
Southwest right-of-way line of Olive Street; a distance of 10.50 feet to the
POINT OF BEGINNING and containing 696 square feet or 0.016 acres of land, more
or less.


TRACT III - Pollock Leasehold Tract (Leasehold):
------------------------------------------------

Being a tract of land out of the J. Grigsby Survey, Abstract No. 495, and also
being part of Block 246, Official City Block Number, City of Dallas, Dallas
County, Texas, also being that certain tract of land which is subject to a lease
agreement dated October 13, 1970, between Pollock Realty Corporation, as
Landlord, and Trammell Crow, as Tenant, a memorandum of which is recorded in
Volume 70206, Page 699 of the Deed Records of Dallas County, Texas, as amended
by amendment to memorandum of lease agreement recorded in Volume 8004 1, Page 5
81 of the Deed Records of Dallas County, Texas, as further amended by second
amendment to memorandum of lease agreement recorded in Volume 80191, Page 350 of
the Deed Records of Dallas County, Texas, and as further
<PAGE>

amended by that certain Fourth Addendum to Lease Agreement by and between
Pollock Realty Corporation and Tower 2001 Limited Partnership, a memorandum of
which is recorded in the Deed Records, Dallas County, Texas and being more
particularly described as follows:

BEGINNING at a "+" cut in concrete sidewalk set at the South point of a comer
clip at the intersection of the Northeast right-of-way line of Harwood Street
(60 foot right-of-way) and the Southeast right-of-way line of San Jacinto Street
75 foot right-of-way);

THENCE, N 00(degrees) 06' 00" E, along said comer clip, a distance of 14.17 feet
to a "+" cut in concrete found for corner on the Southeast right-of-way line of
San Jacinto Street;

THENCE, N 45(degrees) 00' 00" E, along said Southeast right-of-way line of San
Jacinto Street, a distance of 325.29 feet to a 1/2-inch iron rod set for comer,
said comer also being the West point of a comer clip at the intersection of the
said Southeast right-of-way line of San Jacinto Street and the Southwest right-
of-way line of Olive Street (60 foot right- of-way);

THENCE, S 89(degrees) 49' 45" E, along said comer clip, a distance of 7.05 feet
to a "+" cut in concrete found for comer, said comer being the East point of
said comer clip.

THENCE, S 44(degrees) 48' 00" E, along the said Southwest right-of-way line of
Olive Street, a distance of 279.23 feet to a "+" cut in concrete found for
comer;

THENCE, S 45(degrees) 10" 20', W, a distance of 140.00 feet to a 1/2-inch rod
found for comer;

THENCE, S 44(degrees) 48' 00" E, a distance of 190.00 feet to a "+" cut in
concrete set for comer, said comer lying on the Northwest right-of-way line of
Federal Street (variable width right-of-way);

THENCE, S 45(degrees) 10' 20" W, along the said Northwest right-of-way line of
Federal Street, a distance of 72.2 8 feet to a P.K. nail found for comer;

THENCE, N 44(degrees) 48' 00" W, a distance of 199.15 feet to a P.K. nail set
for comer;

THENCE, S 44(degrees) 26' 00" W, a distance of 128.01 feet to a "+" cut in
concrete found for comer, said comer lying on the said Northeast right-of-way
line of Harwood Street;

THENCE, N 44(degrees) 48' 00" W, along the said Northeast right-of-way line of
Harwood Street, a distance of 265.71 feet to the POINT OF BEGINNING and
containing 109,148.142 square feet or 2.506 acres of land, more or less.

SAVE AND EXCEPT THAT CERTAIN 3,772 square foot portion of land situated in the
John Grigsby Survey, Abstract No. 495, in Dallas City Block No. 246, being a
portion of the land conveyed to Tower 2001 Limited Partnership by deed recorded
in Volume 88169, Page 0028, Deed Records, Dallas County, Texas and being more
particularly described as follows:

BEGINNING at a P.K. nail found for the most southerly comer of said Tower 2001
Limited Partnership Tract and
the easternmost comer of that certain Citizen's National Bank of Dallas Tract as
evidenced by deed recorded in

Volume 79108, Page 1627, Deed Records, Dallas County, Texas, said point also
being in the northwesterly line of Federal Street (variable width right-of-way);

THENCE, along the southwesterly line of said Tower 2001 Limited Partnership
Tract N. 44(degrees) 47' 10" W., a distance of 49.36 feet to a 60 nail found for
comer;

THENCE, northeasterly departing the southwesterly line of said Tower 2001
Limited Partnership Tract, along a non-tangent curve to the right having a
radius of 286.50 feet through a central angle of 14(degrees) 30' 15", an arc
distance of 72.53 feet (chord bears N. 43 10' 02" E., a distance of 72.33 feet)
to a one-half inch iron rod with cap marked AB &
<PAGE>

A found in the common boundary line between said Tower 2001 Limited Partnership
Tract and that certain tract of land conveyed to John J. Horn, Jr. and Virginia
Horn Rozelle as evidenced by deed recorded in Volume 70147, Page 0522, Deed
Records, Dallas County, Texas;

THENCE, along said common boundary line, S. 44(degrees) 47' 10" E., a distance
of 51.93 feet to an "X" found in the northwesterly line of said Federal Street,
said point being the most southeasterly comer of said Tower 2001 Limited
Partnership Tract and the most southerly comer of said Horn and Rozelle Tract;

THENCE, along the southeasterly line of said Tower 2001 Limited Partnership
Tract and the northwesterly line of Federal Street, S. 45(degrees) 12' 12" W., a
distance of 72.29 feet to the POINT OF BEGINNING and containing 3,772 square
feet of land, more or less.


TRACT IV - Harwood Street
-------------------------

Being all of that certain air space above the vertical clearance height of
approximately 23.0 feet over the crown of a portion of the 1200 square foot
parcel of Harwood Street quit claimed and abandoned by the City of Dallas
pursuant to Ordinance No. 16680 passed by the City Council of the City of
Dallas, on September 10, 1980, and also being part of that certain tract of land
which is e agreement dated October 13, 1970, between Pollock Realty Corporation,
as Landlord, and Tramell Crow, as tenant a memorandum of which is recorded in
Volume 70206, Page 699 of the Deed Records of Dallas County, Texas, as endment
to memorandum of lease agreement recorded in Volume 8004 1, Page 581 of the Deed
Records of Dallas County, Texas, as further amended by second amendment to
memorandum of lease agreement recorded in Volume 8011, Page 110 350 of the Deed
Records of Dallas County, Texas, and as further amended by that certain Fourth
Addendum to Lease Agreement by and between Pollock Realty Corporation and Tower
2001 Limited Partnership, a memorandum of which is recorded in the Deed Records,
Dallas County, Texas and being more particularly described as follows:

COMMENCING at the point of intersection of the Northwest right-of-way line of
Wenchell Lane (16 foot right-of-way) and the Southwest right-of-way line of
Harwood Street (60 foot right-of-way);

THENCE, N 44(degrees) 48' 00 " W, along the said Southwest right-of-way line of
Harwood Street, a distance of 71.60 feet to a point for comer;

THENCE, N 43(degrees) 47' 49" E, a distance of 30.01 feet to the POINT OF
BEGINNING, said point lying on the centerline of said Harwood Street;

THENCE, N 44(degrees) 48' 00" W, along the said centerline of Harwood Street, a
distance of 20.00 feet to a point for comer;

THENCE, N 43(degrees) 47' 49" E, a distance of 30.01 feet to a point for corner:
said corner lying on the Northeast right-of-way line of said Harwood Street;

THENCE, S 44(degrees) 48' 00" E, along the said Northeast right-of-way line of
Harwood Street, a distance of 20.00 feet to a point for corner;

THENCE, S 43(degrees) 47' 49" W, a distance of 30.01 feet to the POINT OF
BEGINNING and containing 600.020 square feet or 0.014 acres of land, more or
less.

TRACT V - Federal Street Tract (Tract A - Leasehold); (Tract B - Fee Simple):
          -------------------------------------------------------------------

Being a 5,038 square foot portion of Federal Street abandoned by City of Dallas
Ordinance No. 21487, recorded in Deed Records, Dallas County, Texas, situated in
the John Grigsby Survey, Abstract No. 495, between N. Harwood
<PAGE>

Street and Olive Street, and also lying between Dallas City Block Nos. 246 and
247, and 5,038 square foot portion being more particularly described as follows:

COMMENCING at the intersection of the southeast line of Federal Street (variable
right-of-way at this point) with the southwest line of Olive Street (66.5 foot
right-of-way), said point also being the north comer of a called 54,475.320
square foot tract of land described as Tract I in a deed to Tower 2001 Limited
Partnership recorded in Volume 88169 Page 0028, Deed Records, Dallas County,
Texas, an "X" cut in a concrete walk found for comer;

THENCE, along the southeast line of Federal Street and the northwest line of
said Tower 2001 Tract, S. 44(degrees) 54' 17 W., a distance of 26.56 feet to the
POINT OF BEGINNING, a 60d nail found on a vent grate for comer, with reference
notches cut on all four sides of the grate found;

THENCE, continuing along the southeast line of Federal Street and the northwest
line of said Tower 2001 Tract, S. 44(degrees) 54' 17" W., a distance of 263.69
feet to an "X" cut found in a brick wall found for comer;

THENCE, northeasterly along a non-tangent curve to the left which has a chord
that bears N. 23(degrees) 43' 19' E., for a distance of 29.63 feet, a central
angel of 05(degrees) 55' 38" and a radius of 286.50 feet for an arc distance of
29.64 feet to the end of said curve and the beginning of a reverse curve to the
right, a PK nail found for comer;

THENCE, northeasterly along the curve to the right which has a chord that bears
N. 43(degrees) 24' 25" E. for a distance of 179.83 feet, a central angle of
45(degrees) 17' 49" and a radius of 233.50 feet for an arc distance of 184.60
feet to the end of said curve and the beginning of a reverse curve to the left,
a PK nail found for comer;
THENCE, northeasterly along the curve to the left which has a chord that bears
N. 60(degrees) 12' 3 3 " E. for a distance of 58.36 feet, a central angle of 11
41'32" and a radius of 286.50 feet for an arc distance of 58.47 feet to the
POINT OF BEGINNING and containing 5,038 square feet of land, more or less.

Said Federal Street Tract also being comprised of two tracts of land identified
as Tract A: Federal Street Pollock Leasehold Tract and Tract B: Federal Street
Fee Tract and said tracts are more particularly described as follows:

                Tract A:  Federal Street Pollock Leasehold Tract
                -------

Being a 0.0484 acre portion of Federal Street situated in the John Grigsby
Survey, Abstract No. 495, between N. Harwood Street and Olive Street, and also
lying between Dallas City Block Nos. 246 and 247, said tract of land being
abandoned by City of Dallas Ordinance No. 21487 as filed for record with the
City Secretary, and also being part of that certain tract of land which is
subject to a lease agreement dated October 13, 1970, between Pollock Realty
Corporation, as Landlord, and Trammell Crow, as Tenant, a memorandum of which is
recorded in Volume 70206, Page 699 of the Deed Records of Dallas County, Texas,
as amended by amendment to memorandum of lease agreement recorded in Volume
80041, Page 581 of the Deed Records of Dallas County, Texas, as further amended
by second amendment to memorandum of lease agreement recorded in Volume 80191,
Page 350 of the Deed Records of Dallas County, Texas, and as further amended by
that certain Fourth Addendum to Lease Agreement by and between Pollock Realty
Corporation and Tower 2001 Limited Partnership, a memorandum of which is
recorded in the Deed Records, Dallas County, Texas said 0.0484 acre portion
being more particularly described as follows:

COMMENCING at an "X" cut in a concrete walk found for the intersection of the
southeasterly right-of-way line of Federal Street (variable width right-of-way
at this point) with the southwest line of Olive Street (66.5 foot right-of-
way), said "X" also being the most northerly comer of a called 54,475.320 square
foot tract of land described as Tract I in a deed to Tower 2001 Limited
Partnership recorded in Volume 88169, Page 0028, Deed Records, Dallas County,
Texas;

THENCE, along said southeasterly line of Federal Street and the northwesterly
line of said Tower 2001 Limited Partnership Tract, S. 44(degrees) 54' 17" W.,
passing a 60d nail found for the most easterly comer of said Federal Street
abandonment at 26.56 feet, in all a total distance of 178.92 feet to an "X" cut
found for the POINT OF BEGINNING;
<PAGE>

THENCE, continuing along the southeasterly line of said Federal Street
Abandonment and said northwesterly line of the Tower 2001 Limited Partnership
Tract, S. 44(degrees) 54' 17" W., a distance of 11 1.33 feet to an "X" in a
brick walk found for the most westerly comer of said Federal Street Abandonment,
the same being the point of curvature of a non-tangent circular Curve to the
left whose radius is 286.50 feet and whose chord bears N. 23(degrees) 43' 19"
E., a distance of 29.63 feet;

THENCE, in a northeasterly direction, along the northwesterly line of said
Federal Street Abandonment and along said curve through a central angle of
05(degrees) 55' 38", an arc distance of 29.64 feet to a PK nail found for the
point of reverse curvature of a circular curve to the right whose radius is
233.50 feet and whose chord bears N. 31(degrees) 22' 55" E., a distance of 86.09
feet;

THENCE, continuing in a northeasterly direction, along the northwesterly line of
said Federal Street Abandonment and along said curve through a central angle of
21(degrees) 14' 50", an arc distance of 86.59 feet to an "X" cut found for
comer;

THENCE, S. 45(degrees) 05' 43" E., a distance of 30.84 feet to the POINT OF
BEGINNING and containing 2,109 square feet or 0.0484 acres of land, more or
less.

                       Tract B:  Federal Street Fee Tract
                       --------

Being a 0.0672 acre portion of Federal Street situated in the John Grigsby
Survey, Abstract No. 495, between N. Hanwood Street and Olive Street, and also
lying between Dallas City Block Nos. 246 and 247, said tract of land being
abandoned by City of Dallas Ordinance No. 21487 as filed for record with the
City Secretary, said 0.0672 acre portion being more particularly described as
follows:

COMMENCING at the intersection of the southeast line of Federal Street (variable
width right-of-way at this point) with the southwest line of Olive Street (66.5
foot right-of-way), said point also being the north comer of a called 54,475.320
square foot tract of land described as Tract I in a deed to Tower 2001 Limited
Partnership recorded in Volume 88169, Page 0028, Deed Records, Dallas County,
Texas, an "X" cut in a concrete walk found for comer;

THENCE, along the southeast line of Federal Street and the northwest line of
said Tower 2001 Tract, S. 44(degrees) 54' 17" W., a distance of 26.56 feet to
the POINT OF BEGINNING, a 60d nail found on a vent grate for comer, with
reference notches cut on all four sides of the grate found;

THENCE, continuing along the southeast line of Federal Street and the northwest
line of the Tower 2001 Tract, S. 44(degrees) 54' 17" W., a distance of 152.36
feet to an "X" cut found on a concrete walk for comer;

THENCE, N. 45(degrees) 05' 43" W., a distance of 30.84 feet; to an "X" cut found
for comer, same being the beginning of a curve to the right whose radius is
233.50 feet and whose chord bears N. 54(degrees) 01' 49" E., a distance of 97.29
feet;

THENCE, northeasterly along said curve through a central angle of 24(degrees)
02' 59" for an arc distance of 98.01 feet to a PK nail found at the end of said
curve and the beginning of a curve to the left having a radius of 286.50 feet
and a chord bearing and distance of N. 60(degrees) 12' 33 " E., 58.3 6 feet;

THENCE, northeasterly along said curve to the left through a central angle of
11(degrees) 41' 32 " for an arc distance of 5 8.47 feet to the POINT OF
BEGINNING and containing 2,929 square feet or 0.0672 acres of land, more or
less.
<PAGE>

                                   EXHIBIT E

                           TENANT FINISH-WORK: AS-IS


Tenant hereby accepts the Premises in their "AS-IS" condition, and Landlord
shall have no obligation to perform any work therein (including, without
limitation, demolition of any improvements existing therein or construction of
any tenant finish-work or other improvements therein), and shall not be
obligated to reimburse Tenant or provide an allowance for any costs related to
the demolition or construction of improvements therein.  Before Tenant may
occupy the Premises to conduct its business therein, Tenant shall, at its
expense, obtain and deliver to Landlord a certificate of occupancy from the
appropriate governmental authority for the Premises.
<PAGE>

                                   EXHIBIT F

                                    PARKING

Tenant shall be permitted to use eighteen (I 8) undesignated vehicular parking
spaces in the parking garage associated with the Building (the "Parking Garage")
during the initial Term at a rate of $75.00 (plus applicable taxes) per parking
space per month and subject to such terms, conditions and regulations as are
from time to time charged or applicable to patrons of the Parking Garage.  If,
for any reason, Landlord fails or is unable to provide, or Tenant is not
permitted to use, all or any portion of the parking spaces to which it is
entitled hereunder, then Tenant's obligation to pay for such spaces shall be
abated for so long as Tenant does not have the use thereof-, this abatement
shall be in full settlement of all claims that Tenant might otherwise have
against Landlord because of Landlord's failure or inability to provide Tenant
with such parking spaces.  If Tenant sublets any portion of the Premises or
assigns any of its interest in this Lease, then the parking spaces allocated to
Tenant hereunder shall be reduced to the extent the ratio between the rentable
square feet of the Premises and the parking spaces granted to Tenant hereunder
exceeds the Building standard ratio of parking space per rentable square foot as
established by Landlord from time to time.