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                                                                  EXHIBIT 10.9.7


                                     LEASE

     THIS LEASE AGREEMENT (hereinafter designated this "Lease" or the "Lease")
is entered into as of the 7th day of January, 1993, in multiple copies, between
New England Mutual Life Insurance Company (herein designated as "Landlord") and
Press Pass, L.P., a Texas limited partnership (herein designated as "Tenant").

DEFINITIONS AND BASIC    1.   The definitions and basic provisions set forth in
PROVISIONS                    the Basic Lease Information (the "Basic Lease
                              Information") executed by Landlord and Tenant
                              contemporaneously herewith are incorporated herein
                              by reference for all purposes and shall be used in
                              conjunction with and limited by the reference
                              thereto in the provisions of this Lease.

LEASE GRANT              2.   Landlord, in consideration of the covenants and
                              agreements to be performed by Tenant and upon the
                              terms and conditions hereinafter stated, does
                              hereby lease, demise and let unto Tenant the
                              Demised Premises, as defined in the Basic Lease
                              Information and generally outlined on the plan
                              attached hereto as Exhibit "A," commencing on the
                              Commencement Date (as defined in the Basic Lease
                              Information) and ending on the last day of the
                              lease term, unless sooner terminated as herein
                              provided. If this Lease is executed before the
                              premises become vacant, or otherwise available and
                              ready for occupancy, or if any present tenant or
                              occupant of the Demised Premises holds over and
                              Landlord cannot acquire possession of the Demised
                              Premises prior to the Commencement Date of this
                              Lease, Landlord shall not be deemed to be in
                              default hereunder, and Tenant agrees to accept
                              possession of the Demised Premises on such date as
                              Landlord is able to tender the same, which date
                              shall be deemed to be the Commencement Date of
                              this Lease for all purposes, and this Lease shall
                              continue for the lease term specified in the Basic
                              Lease Information. By occupying the Demised
                              Premises, Tenant shall be deemed to have accepted
                              the same as suitable for the purposes herein
                              intended and to have acknowledged that the same
                              comply fully with Landlord's obligations,
                              notwithstanding that certain "punch list" type
                              items may not have been completed. In the event
                              the term of this Lease commences on a date other
                              than the Commencement Date, Landlord and Tenant
                              will, at the request of either, execute a
                              declaration specifying the beginning date of the
                              term of this Lease, and Tenant's obligations to
                              pay rent and other sums to Landlord hereunder
                              shall begin on such revised Commencement Date.
                              Notwithstanding anything to the contrary contained
                              in the Lease, neither Landlord nor Tenant shall
                              have the right to remeasure the current Demised
                              Premises, being Suite 420 of the Building.

BASIC RENTAL             3.   In consideration of this Lease, Tenant promises
                              and agrees to pay Landlord the Basic Rental
                              defined in the Basic Lease Information (subject to
                              adjustment as hereinafter provided), without
                              deduction or set-off, for each month of the entire
                              lease term. One such monthly installment shall be
                              payable by Tenant to Landlord contemporaneously
                              with the execution of this Lease, and a like
                              monthly installment shall be due and payable
                              without demand beginning on the first day of the
                              calendar month following the expiration of the
                              first full calendar month of the lease term and on
                              or before the first day of each succeeding
                              calendar month thereafter during the term hereof.
                              Rent for any fractional month at the beginning of
                              the lease term shall be prorated based on one
                              three hundred sixty-fifth (1/365) of the current
                              annual Basic Rental for each day of the partial
                              month this Lease is in effect, and shall be due
                              and payable on or before the date on which Tenant
                              certifies that it has accepted the Demised
                              Premises pursuant to paragraph 2 hereof. In the
                              event any installment of the Basic Rental and any
                              other sums which become owing by Tenant to
                              Landlord under the provisions hereof are not
                              received within ten (10) days after the due date
                              thereof (without in any way implying Landlord's
                              consent to such late payment). Tenant, to the
                              extent permitted by law, agrees to pay, in
                              addition to said installment of the Basic Rental
                              and any other sums owed, a late payment charge as
                              determined pursuant to paragraph 24 hereof.


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SECURITY DEPOSIT          4.  The Security Deposit (as defined in the Basic 
                              Lease Information) shall be payable by Tenant to
                              Landlord contemporaneously with the execution of
                              this Lease, and shall be held by Landlord without
                              liability for interest as security for the
                              performance by Tenant of Tenant's covenants and
                              obligations under this Lease. It is expressly
                              understood that such deposit shall not be
                              considered an advance payment of rent or a measure
                              of Landlord's damages in case of default by
                              Tenant. Upon the occurrence of any event of
                              default by Tenant, Landlord may, from time to
                              time, without prejudice to any other remedy, use
                              such deposit to the extent necessary to make good
                              any arrearages of rent and any other damage,
                              injury, expense or liability caused to Landlord by
                              such event of default. 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. If Tenant is not then in default
                              hereunder, any remaining balance of such deposit
                              shall be returned by Landlord to Tenant upon
                              termination of this Lease. If Landlord transfers
                              its interest in the Demised Premises during the
                              Lease term, Landlord may assign the security
                              deposit to the transferee and thereafter shall
                              have no further liability for the return of such
                              security deposit.

COST AND ESCALATION       5.  OPERATING COSTS AND TAXES. (1) On or before
PROVISIONS                    January 1 of each year after the Commencement
                              Date, Landlord shall estimate the Operating Costs
                              and Taxes, as hereinafter defined, for the ensuing
                              year, per rentable square foot of space in the
                              Building, as determined by dividing Landlord's
                              estimate of Operating Costs and Taxes by the
                              number of rentable square feet of space in the
                              Building (as specified in the Basic Lease
                              Information). In addition to Tenant's obligations
                              to pay the Basic Rental and other sums hereunder,
                              Tenant shall pay to Landlord without deduction or
                              set-off (except as hereinafter provided) on each
                              date a payment of Basic Rental is due, one-twelfth
                              (1/12) of the amount by which the aforesaid
                              estimate of per square foot Operating Costs and
                              Taxes exceeds Tenant's share of the cost, on a per
                              rentable square foot basis, of the actual
                              Operating Costs and Taxes incurred by Landlord for
                              calendar year 1993, multiplied times the number of
                              rentable square feet in the Demised Premises (as
                              specified in the Basic Lease Information).
                              Landlord reserves the right to adjust the estimate
                              at any time during the year if actual Operating
                              Costs and Taxes are substantially different from
                              the earlier estimate, and thereafter, the payments
                              by Tenant pursuant to this paragraph shall be
                              adjusted accordingly.

                              (2) Within ninety (90) days after the expiration
                              of each calendar year, Landlord shall furnish
                              Tenant with a statement of the actual Operating
                              Costs and Taxes of the Building. In the event the
                              sum of the payments made by Tenant during the
                              preceding calendar year pursuant to subparagraph
                              (a) above exceeds the amounts which Tenant would
                              have been obligated to pay if the actual Operating
                              Costs and Taxes for such year were used in lieu of
                              Landlord's estimates thereof in calculating
                              Tenant's payments under subparagraph (a) above,
                              the difference shall be credited by Landlord to
                              Tenant's account against the next payments owed by
                              Tenant, under the provisions of this paragraph. In
                              the event the sum of payments made by Tenant
                              during the preceding calendar year pursuant to
                              subparagraph (a) above is less than the amount
                              which Tenant would have been obligated to pay if
                              the actual Operating Costs and Taxes for such year
                              were used in lieu of Landlord's estimates thereof
                              in calculating Tenant's payments under
                              subparagraph (a) above, Tenant shall pay the
                              amount of such difference to Landlord in cash
                              within thirty (30) days after receipt of a demand
                              by Landlord accompanied by a statement of the
                              actual Operating Costs and Taxes for such year.

                              (3) For purposes of this paragraph 5, Operating
                              Costs and Taxes shall mean and include the total
                              cost and expenses paid or incurred by Landlord in
                              connection with the management, operation,
                              maintenance and repair of the Building and the
                              land situated beneath the Building including,
                              without limitation, (i) the cost of water,
                              electricity, sewage treatment, gas, heating,
                              mechanical, ventilating, escalator and elevator
                              systems and the cost of supplies and equipment 
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                              and maintenance and service contracts in
                              connection herewith: (ii) the cost of repairs and
                              general maintenance cleaning, (iii) the cost of
                              fire, extended coverage, boiler, sprinkler, public
                              liability, property damage, rent, earthquake and
                              other insurance; (iv) wages, salaries and other
                              labor costs, including taxes, insurance,
                              retirement, medical and other employee benefits;
                              (v) fees, charges and other costs, including
                              management fees, consulting fees, legal fees and
                              accounting fees, of all independent contractors
                              engaged by Landlord or reasonably charged by
                              Landlord if Landlord performs management services
                              in connection with the Building; (vi) the cost of
                              supplying, replacing and cleaning employee
                              uniforms; (vii) the fair market rental value of
                              Landlord's and the property manager's offices in
                              the Building; (viii) the cost of any capital
                              improvements made to the Building after completion
                              of its construction as a labor-saving device or to
                              effect other economics in the operation or
                              maintenance of the Building, or made to the
                              Building after the date of this Lease, that are
                              required under any governmental law or regulation
                              that was not applicable to the Building at the
                              time that permits for the construction thereof
                              were obtained, such costs to be amortized over
                              such reasonable period as Landlord shall
                              determine, together with interest on the
                              unamortized balance at the rate of ten percent
                              (10%) per annum of such higher rate as may have
                              been paid by Landlord on funds borrowed for the
                              purpose of constructing such capital improvements;
                              (ix) the cost of replacing any capital item
                              capable of being amortized pursuant to generally
                              accepted accounting principles which replacement
                              results in economics in the operation or
                              maintenance of the Building, which costs may be
                              amortized over such reasonable period as Landlord
                              may determine and so charged to Operating Costs
                              and Taxes, but not in an amount in any calendar
                              year greater than the actual cost saving in that
                              year; (x) real estate taxes and assessments for
                              betterments and improvements, levied against the
                              Building or the land situated beneath the Building
                              (except taxes to be paid by Tenant pursuant to
                              paragraph 20 hereof); (xi) any other expenses or
                              any other kind whatsoever reasonably incurred in
                              managing, operating, maintaining and repairing the
                              Building or the land situated beneath the
                              Building, provided that such expenses are
                              comparable to the expenses incurred by landlords
                              of comparable buildings in the north Dallas
                              suburban area. Operating Costs and Taxes shall be
                              adjusted to reflect full occupancy of the Building
                              during any period in which the Building is not
                              fully occupied; and (xii) Electricity Costs.

USE                     6.    The Demised Premises shall be used and occupied by
                              Tenant only for the Permitted Use, as defined in 
                              the Basic Lease Information. Tenant shall not 
                              occupy or use, or permit to be occupied or used,
                              any portion of the Demised Premises for any other
                              purpose, or for any business or purpose which is
                              unlawful in part or in whole or deemed to be
                              disreputable in any manner, or extra hazardous on
                              account of fire, nor permit anything to be done
                              which will in any way increase the rate of fire
                              insurance on the Building or its contents, and in
                              the event that there shall be any increase in the
                              rate of insurance on the Building or its contents,
                              as a result of Tenant's acts or conduct of
                              business, then such acts shall be deemed to be an
                              event of default hereunder and Tenant hereby
                              agrees to pay the amount of such increase on
                              demand, and acceptance of such payment shall not
                              constitute Landlord's waiver of such default or
                              Tenant or of any of Landlord's rights or remedies
                              hereunder. Tenant will conduct its business and
                              control its agents, employees and invitees in such
                              a manner as not to create any nuisance, nor
                              interfere with, annoy or disturb other tenants, or
                              Landlord in the management of the Building, Tenant
                              will maintain the Demised Premises in a clean and
                              healthful condition, and comply with all laws,
                              ordinances, orders, rules and regulations (state,
                              federal, municipal and other agencies or bodies
                              having any jurisdiction thereof) with reference to
                              the use, condition or occupancy of the Demised
                              Premises.

LANDLORD'S              7.    a. Landlord agrees that so long as Tenant is
OBLIGATION                    occupying the Demised Premises and is not in
                              default under this Lease, Landlord will furnish
                              facilities to provide (1) water (hot and cold) at
                              those points of supply provided for general use by
                              tenants of the Building; (2) heated and

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                              refrigerated air conditioning in season, from 7:00
                              a.m. to 6:00 p.m. Monday through Friday and 8:00
                              a.m. to 1:00 p.m. Saturdays, except on holidays,
                              and at such temperatures and in such amounts as
                              are reasonably considered by Landlord to be
                              standard, such service at other times on Saturday
                              and on Sunday and holidays to be furnished only at
                              the written request of Tenant, who shall bear the
                              entire cost thereof; (3) janitorial service to the
                              premises and common areas on weekdays other than
                              holidays and such window washings as may from time
                              to time in Landlord's judgment be reasonably
                              required; (4) operatorless passenger elevators for
                              ingress and egress to the floor on which the
                              Leased 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 for the Building and on holidays; and (5)
                              replacement of Building standard light bulbs and
                              fluorescent tubes. In addition, Landlord agrees at
                              its cost and expense to maintain the public and
                              common areas of the Building, such as lobbies,
                              stairs, corridors and restrooms, in reasonably
                              good order and condition, except for damage
                              occasioned by Tenant, or its employees, agents or
                              invitees. If Tenant shall desire any of the
                              services specified in this Paragraph 4 at any time
                              other than times herein designated, such service
                              or services shall be supplied to Tenant only at
                              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 (in addition to all other sums payable
                              to Landlord hereunder) the cost of such service or
                              services within ten (10) days of Tenant's receipt
                              of a bill therefore.

                              b.   Landlord shall make available to Tenant
                              facilities to provide all electrical current
                              required by Tenant in its use and occupancy of the
                              Demised Premises and further shall make available
                              electric lighting and current for the common areas
                              of the Building in the manner and to the extent
                              deemed by Landlord to be standard. In the event
                              Tenant's use of electrical current (a) exceeds 110
                              volt power, or (b) exceeds that required for
                              routine lighting and operation of general office
                              machines which use 110 volt electrical power (such
                              as typewriters, dictating equipment, desk model
                              adding machines and the like), then Tenant shall
                              pay on demand the cost of providing such excess.
                              Without Landlord's prior written consent, Tenant
                              shall not install in the Leased Premises any data
                              processing, computer equipment or any other
                              equipment which it shall require for its operation
                              other than the normal electrical current or other
                              utility service. Whenever heat-generating machines
                              or equipment (other than general office machines
                              as described hereinbefore) which affect the
                              temperature otherwise maintained by the air
                              conditioning system or otherwise overload any
                              utility are used in the Demised Premises by
                              Tenant, Landlord shall have the right to install
                              supplemental air conditioning units or other
                              supplemental equipment in the Demised Premises,
                              and the cost thereof, including the cost of
                              installation, operation, use and maintenance,
                              shall be paid by Tenant to Landlord on demand. The
                              obligation of Landlord hereunder to make available
                              such utilities shall be subject to the rules and
                              regulations of the supplier of such utilities and
                              of any municipal or other governmental authority
                              regulating the business of providing such utility
                              service. Landlord shall not be liable or
                              responsible to Tenant for any loss or damage or
                              expense which Tenant may sustain or incur if
                              either the quantity or character of any utility
                              service is changed or is no longer available or is
                              no longer suitable for Tenant's requirements.
                              Tenant covenants and agrees that at all times its
                              use of electric current shall never exceed the
                              capacity of existing feeders to the Building or
                              the risers or wiring installations. Any riser or
                              risers or wiring to meet Tenant's excess
                              electrical requirements will be installed by
                              Landlord at the sole cost and expense of Tenant
                              (if, in Landlord's sole judgment, the same are
                              necessary and will not cause permanent damage or
                              injury to the Building or the Demised Premises or
                              cause or create a dangerous or hazardous condition
                              or entail excessive or unreasonable alterations,
                              repairs or expense or interfere with or disturb
                              other tenants or occupants).

                              c.   Failure to any extent to make available, or
                              any slow-down,



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                              stoppage or interruption of, these defined
                              services resulting from any cause (including, but
                              not limited to, Landlord's compliance with (1) any
                              voluntary or similar governmental or business
                              guideline now or hereafter published or (2) any
                              requirements now or hereafter established by any
                              governmental agency, board or bureau having
                              jurisdiction over the operation and maintenance of
                              the building) shall not render Landlord liable in
                              any respect for damages to either person, property
                              or business, nor be construed as an eviction of
                              Tenant or work an abatement of rent, nor relieve
                              Tenant from fulfillment of any covenant or
                              agreement hereof. Should any equipment or
                              machinery furnished by Landlord break down or for
                              any cause cease to function properly, Landlord
                              shall use reasonable diligence to repair same
                              promptly, but Tenant shall have no claim for
                              abatement of rent or damages on account of any
                              interruptions in service occasioned thereby or
                              resulting therefrom. Notwithstanding anything to
                              the contrary contained in this paragraph 7 or
                              elsewhere in the Lease, in the event that the
                              Demised Premises are rendered untenantable due to
                              a failure to provide or interruption of services,
                              for any reason whatsoever, Tenant shall be
                              entitled to an equitable abatement of rent after
                              five (5) days, retroactive to the third (3rd) day
                              of such untenantability, such equitable abatement
                              of rent to continue until such services are
                              restored, but in the event such services are not
                              restored within ninety (90) consecutive days of
                              such untenantability, Tenant shall have the right
                              to terminate this Lease upon written notice to
                              Landlord within ten (10) days after the expiration
                              of such ninety (90) day period. In the event the
                              Lease is terminated pursuant to the aforementioned
                              sentence, all of Landlord's and Tenant's
                              obligations pursuant to the Lease shall cease,
                              except for those matters which expressly survive
                              the expiration or earlier termination of Lease.

TENANT'S REPAIRS AND     8.   Tenant agrees to keep the Demised Premises,
ALTERATIONS                   including all fixtures installed by Tenant and any
                              interior plate glass and special store fronts, in
                              good condition and make all necessary
                              non-structural repairs except those covered by
                              fire, casualty or acts of God covered by
                              Landlord's fire insurance policy covering the
                              Building. Tenant will not in any manner defease,
                              damage or injure the building, and will pay the
                              cost of repairing any damage or injury done to the
                              Building or any part thereof, including without
                              limitation, structural damages, by Tenant or
                              Tenant's agents, employees, licensees and
                              invitees. Tenant will not make or allow to be made
                              any alterations or physical additions in or to the
                              Demised Premises, including without limitation,
                              painting, installing lighting, decorations, signs,
                              window or door lettering or advertising media of
                              any type on or about any portion of the Demised
                              Premises without the prior written consent of
                              Landlord, which shall not be unreasonably withheld
                              or delayed. The performance by Tenant of its
                              obligations to maintain and make repairs shall be
                              conducted only by contractors and subcontractors
                              reasonably approved in writing by Landlord, it
                              being understood that Tenant shall procure and
                              maintain and shall cause such contractors and
                              subcontractors engaged by or on behalf of Tenant
                              to procure and maintain insurance coverage against
                              such risks, in such amounts and with such
                              companies as Landlord may reasonably require in
                              connection with any such maintenance and repair.
                              If Tenant fails to make such repairs within
                              fifteen (15) days after the occurrence of the
                              damage or injury, Landlord may at its option make
                              such repair, and Tenant shall, upon demand
                              therefor, pay Landlord for the cost thereof. At
                              the end or other termination of this Lease, Tenant
                              shall deliver up the Demised Premises with all
                              improvements located thereon (except as otherwise
                              herein provided) in good repair and condition,
                              reasonable wear and tear excepted, and shall
                              deliver to Landlord all keys to the Demised
                              Premises. All alterations, additions or
                              improvements (whether temporary or permanent in
                              character) made in or upon the Demised Premises,
                              either by Landlord or Tenant, shall be Landlord's
                              property on termination of this Lease and shall
                              remain on the Demised Premises without
                              compensation to Tenant. All furniture, movable
                              trade fixtures and equipment installed by Tenant
                              may be removed by Tenant at the termination of
                              this Lease if Tenant so elects, and shall be so
                              removed if required by Landlord, or if not so
                              removed shall, at the option of Landlord, 



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                              become the property of Landlord. All such
                              installations, removals and restoration shall be
                              accomplished in a good workmanlike manner so as
                              not to damage the Demised Premises or the primary
                              structure or structural qualities of the building
                              or the plumbing, electrical lines or other
                              utilities.

INDEMNITY                9.   Landlord shall not be liable for and Tenant will
                              indemnify and save harmless Landlord from any and
                              all fines, suits, claims, demands, losses and
                              actions of any kind (including attorney's fees)
                              for any injury to person or damage to or loss of
                              property on or about the premises caused by the
                              negligence, misconduct or any breach, violation or
                              nonperformance of any covenant hereof on the part
                              of Tenant, its employees, agents, subtenants,
                              licensees, invitees or by any other person
                              entering the premises or the Building under
                              expressed or implied invitation of Tenant, or
                              arising out of Tenant's use of the premises.
                              Landlord shall not be liable or responsible for
                              any loss or damage to any property or person
                              occasioned by theft, fire, act of God, public
                              enemy, injunction, riot, strike, insurrection,
                              war, court order, requisition or order of
                              governmental body or authority or other matter
                              beyond the reasonable control of Landlord, or for
                              any damage or inconvenience which may arise
                              through repair or alteration of any part of the
                              Building (except in the event of Landlord's or its
                              agent's gross negligence in which event Landlord
                              shall be liable to Tenant to the extent of any
                              property damages or bodily injuries), or failure
                              to make repairs, or from any cause whatever except
                              Landlord's gross negligence or willful wrong.

ASSIGNMENT AND          10.   a. Tenant shall not, without the prior written
SUBLETTING                    consent of Landlord, not to be reasonably withheld
                              or delayed, (1) assign or in any manner transfer
                              this Lease or any estate or interest therein; (2)
                              permit any assignment of this Lease or any estate
                              or interest therein by operation of law; (3)
                              sublet the Demised Premises or any part thereof;
                              (4) grant any license, concession or other right
                              of occupancy of any portion of the Demised
                              Premises; or (5) permit the use of the Demised
                              Premises by any parties other than Tenant, its
                              agents and employees and any such acts without
                              Landlord's prior written consent shall be void and
                              of no effect. Landlord agrees to consent to any
                              assignment by Tenant to any corporation succeeding
                              to substantially all the business and assets of
                              Tenant by merger, consolidation, purchase of
                              assets or otherwise, or to any assignment or
                              subletting to a corporation which is an affiliate
                              of Tenant. Tenant shall not assign this lease or
                              sublet all or any portion of the Demised Premises
                              for any monthly rental which is, or could become,
                              less than the Basic Rental from time to time due
                              hereunder, and any such act shall be void and of
                              no effect. Consent by Landlord to one or more
                              assignments or sublettings shall not operate as a
                              waiver of Landlord's rights as to any subsequent
                              assignments and sublettings. Notwithstanding any
                              assignment or subletting, Tenant and any guarantor
                              of Tenant's obligations under this Lease shall at
                              all times remain fully responsible and liable for
                              the payment of the rent herein specified and for
                              compliance with all of Tenant's other obligations
                              under this Lease. If an event of default, as
                              hereinafter defined should occur while the Demised
                              Premises or any part thereof are then assigned or
                              sublet, Landlord, in addition to any other
                              remedies herein provided or provided by law, may
                              at its option collect directly from such assignee
                              or sublessee all rents becoming due to Tenant
                              under such assignment or sublease and apply such
                              rent against any such sums due to Landlord by
                              Tenant hereunder, and Tenant hereby authorizes and
                              directs any such assignee or sublessee to make
                              such payments of rent directly to Landlord upon
                              receipt of notice from Landlord. No direct
                              collection by Landlord from any such assignee or
                              sublessee shall be construed to constitute a
                              novation or a release of Tenant or any guarantor
                              of Tenant from the further performance of its
                              obligations hereunder. Receipt by Landlord of rent
                              or additional payments from any assignee,
                              sublessee or occupant of the Demised Premises
                              shall not be deemed a waiver of the covenant in
                              this lease contained against assignment and
                              subletting or a release of Tenant under this
                              Lease. The receipt by Landlord from any such
                              assignee or sublessee obligated to make payments
                              of rent or additional payments shall be a full and
                              complete release, discharge


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                              and acquittance to such assignee or sublessee to
                              the extent of any amount so paid to Landlord.
                              Landlord is authorized and empowered, on behalf of
                              Tenant, to endorse the name of Tenant upon any
                              check, draft or other instrument payable to Tenant
                              evidencing payment of rent or additional payments,
                              or any part thereof, and to receive and apply the
                              proceeds therefrom in accordance with the terms
                              hereof. Tenant shall not mortgage, pledge or
                              otherwise encumber its interest in this Lease or
                              in the Demised Premises.

                              b. If Tenant requests Landlord's consent to an
                              assignment of the Lease or subletting of all or a
                              part of the Demised Premises, it shall submit to
                              Landlord, in writing, the name of the proposed
                              assignee or subtenant and the nature and character
                              of the business of the proposed assignee or
                              subtenant, the term, use, rental rate and other
                              particulars of the proposed subletting or
                              assignment, including without limitation, evidence
                              reasonably satisfactory to Landlord that the
                              proposed subtenant or assignee is financially
                              responsible and will immediately occupy and
                              thereafter use the Demised Premises (or any sublet
                              portion thereof) for the remainder of the lease
                              term (or for the entire term of the sublease ,if
                              shorter). Landlord shall have the option (to be
                              exercised within thirty [30] days from submission
                              of Tenant's written request) to cancel this Lease
                              (or the applicable portion thereof as to a partial
                              subletting) as of the Commencement Date stated in
                              the above-mentioned subletting or assignment. If
                              Landlord elects to cancel this Lease as stated,
                              then the terms of this Lease, and the tenancy and
                              occupancy of the Demised Premises by Tenant
                              thereunder, shall cease, terminate, expire and
                              come to an end with respect to that portion of the
                              Demised Premises so assigned or sublet as if the
                              cancellation date were the original termination
                              date of this Lease and Tenant shall pay to
                              Landlord all costs or charges which are the
                              responsibility of Tenant hereunder with respect to
                              that portion of the Demised Premises so assigned
                              or sublet. Thereafter, Landlord may lease the
                              Demised Premises or any other portion of the
                              building to the prospective subtenant or assignee
                              without liability to Tenant. If Landlord does not
                              thus cancel this Lease, the terms and provisions
                              of paragraph "a" hereof will apply.

                              c. If Landlord consents to any subletting or
                              assignment by Tenant as hereinabove provided, and
                              subsequently any rents received by tenant under
                              any such sublease are in excess of the rent
                              payable by Tenant under this Lease, or any
                              additional consideration is paid to Tenant by the
                              assignee under such assignment, then Landlord may,
                              at its option, either (i) declare such excess
                              rents under any sublease or any additional
                              considerations for an assignment to be due and
                              payable by Tenant to Landlord as additional rent
                              hereunder, or (ii) elect to cancel this Lease as
                              provided in paragraph "b" hereof.

                              d. Landlord shall have the right to transfer,
                              assign and convey, in whole or in part, the
                              Building and any and all of its rights under this
                              Lease, and in the event Landlord assigns its
                              rights under this Lease, Landlord shall thereby
                              be released from any further obligations
                              hereunder, and Tenant agrees to look solely to
                              such successor in interest of the Landlord for
                              performance of such obligations.

INSPECTION               11.  Upon reasonable prior notice, except in the case
                              of an emergency or cleaning of the Demised
                              Premises where no notice is required, Landlord, or
                              its agents and representatives, shall have the
                              right to enter into and upon any and all parts of
                              the Demised Premises at all reasonable hours (or,
                              if any emergency, at any hour) to inspect same or
                              make repairs, alternations or additions as
                              Landlord may deem necessary, or during business
                              hours to show the Demised Premises to prospective
                              tenants during only the last ninety (90) days of
                              the term, to purchasers or lenders, and Tenant
                              shall not be entitled to any abatement or
                              reduction of rent by reason thereof, nor shall
                              such be deemed to be an actual or constructive
                              eviction.

SUBORDINATION            12.  This Lease and all rights of Tenant hereunder are
                              subject and subordinate to (i) any and all ground
                              leases or underlying leases that now or hereafter
                              affect any portion of the Demised Premises, the
                              Building or the land situated beneath the
                              Building; (ii) any and all

                                       9
<PAGE>   8
                              deeds of trust, mortgages and other instruments of
                              security that now or hereafter affect any portion
                              of the aforesaid leases, the Demised Premises, the
                              Building or the land situated beneath the
                              Building; and (iii) any and all increases,
                              renewals, modifications, consolidations,
                              replacements and extensions of any such leases,
                              deeds of trust, mortgages or instruments of
                              security, and all advances made on the security of
                              the foregoing. This provision is hereby declared
                              by Landlord and Tenant to be self-operative and no
                              further instrument shall be required to effect
                              such subordination of this Lease. Tenant, without
                              expense to Landlord, shall, however, upon demand
                              at any time or times execute, acknowledge and
                              deliver to Landlord any and all instruments and
                              certificates that in the judgment of Landlord may
                              be necessary or proper to confirm or evidence such
                              subordination. Notwithstanding the generality of
                              the foregoing provisions of this paragraph, Tenant
                              agrees that any lessor or mortgagee described in
                              this paragraph shall have the right at any time to
                              subordinate any such ground leases, underlying
                              leases, deeds of trust, mortgages or other
                              instruments of security to this Lease on such
                              terms and subject to such conditions as such
                              lessor or mortgagee may deem appropriate in its
                              discretion. Tenant further covenants and agrees
                              upon demand by Landlord's mortgagee at any time,
                              before or after the institution of any proceedings
                              for the foreclosure of any such deeds of trust,
                              mortgages or other instruments of security, or
                              sale of the Building pursuant to any such deeds of
                              trust, mortgages or other instruments of security,
                              to attorn to such purchaser upon any such sale and
                              to recognize such purchaser as Landlord under this
                              Lease, which covenant shall survive any such
                              foreclosures sale or trustee's sale. Tenant shall,
                              upon demand at any time or times, before or after
                              any such foreclosure sale or trustee's sale,
                              execute, acknowledge and deliver to Landlord's
                              mortgagee any and all instruments and certificates
                              that in the judgment of Landlord's mortgagee may
                              be necessary or proper to confirm or evidence such
                              attornment, and Tenant hereby irrevocably
                              authorizes Landlord's mortgagee to execute,
                              acknowledge and deliver any such instruments and
                              certificates on Tenant's behalf.

LEASEHOLD IMPROVEMENTS   13.  In preparing the Demised Premises for occupancy 
                              by Tenant, Landlord shall be required to bear 
                              certain expenses of installing the items 
                              indicated on Exhibit "C" attached hereto, only 
                              to the extent indicated on said Exhibit "C". All
                              installations, additions and improvements to the
                              Demised Premises in excess thereof shall be 
                              installed at the sole cost and expense of Tenant 
                              (which shall be payable on Landlord's demand), 
                              but only in accordance with plans and 
                              specifications which have been previously 
                              submitted to and approved in writing by
                              Landlord, such work to be performed only by
                              Landlord or by contractors and subcontractors
                              approved in writing by Landlord, it being
                              understood that Tenant shall procure and maintain
                              and shall cause such contractors, subcontractors
                              and other persons engaged by or on behalf of
                              Tenant to procure and maintain insurance coverage
                              against such risks, in such amounts and with such
                              companies as Landlord may require in connection
                              with the installation of such improvements.
                              Landlord has made no representations as to the
                              conditions of the Demised Premises or the
                              building, or to remodel, repair or decorate,
                              except as expressly set forth herein.

MECHANICS' LIEN          14.  Tenant will not permit any mechanic's lien or 
                              liens to be placed upon the Demised Premises or 
                              the Building during the lease term caused by or
                              resulting from any work performed, materials
                              furnished or obligation incurred by or at the
                              request of Tenant, and in the case of the filing
                              of any such lien Tenant will promptly pay same. If
                              default in the payment thereof shall continue for
                              twenty (20) days after written notice thereof from
                              Landlord to Tenant, Landlord shall have the right
                              and privilege at Landlord's option of paying the
                              same or any portion thereof without inquiry as to
                              the validity thereof, and any amounts so paid,
                              including expenses and interest, shall be so much
                              additional indebtedness hereunder due from Tenant
                              to Landlord and shall be repaid to Landlord
                              immediately on demand accompanied by a bill
                              therefor.

SUBROGATION              15.  Each party hereto hereby waives any cause of
                              action it might have against the other party on
                              account of any loss or damage that is 


                                       10
<PAGE>   9
                              insured against under any insurance policy (to the
                              extent that such loss or damage is recoverable
                              under such insurance policy) that covers the
                              Building, the Demised Premises, Landlord's or
                              Tenant's fixtures, personal property, leasehold
                              improvements or business and which names Landlord
                              or Tenant, as the case may be, as a party insured,
                              it being understood and agreed that this provision
                              is cumulative of paragraph 8 hereof. Each party
                              hereto agrees that it will request its insurance
                              carrier to endorse all applicable policies waiving
                              the carrier's rights of recovery under subrogation
                              or otherwise against the other party.

LIABILITY INSURANCE      16.  Tenant shall procure and maintain throughout the
                              lease term a policy or policies of insurance at
                              its sole cost and expense and in amounts of not
                              less than a combined single limit of $1,000,000 or
                              such other amounts as Landlord may from time to
                              time require, insuring Tenant and Landlord against
                              any and all liability to the extent obtainable for
                              injury to or death of a person or persons or
                              damage to property occasioned by or arising out of
                              or in connection with the use, operation and
                              occupancy of the premises. Tenant shall furnish a
                              certificate of 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 at least thirty
                              (30) days prior to cancellation or material change
                              of any such insurance.

CONDEMNATION             17.  If the whole or any substantial part of the
                              Demised Premises or if the Building or any portion
                              thereof which would leave the remainder of the
                              Building unsuitable for use as an office building
                              comparable to its use on the Commencement Date,
                              shall be taken or condemned for any public or
                              quasi-public use under governmental law, ordinance
                              or regulation, or by right of eminent domain, or
                              by private purchase in lieu thereof, then Landlord
                              may, at its option, terminate this Lease and the
                              rent shall be abated during the unexpired portion
                              of this Lease, effective when the physical taking
                              of said Demised Premises shall occur. In the event
                              this Lease is not terminated, the rent for any
                              portion of the Demised Premises so taken or
                              condemned shall be abated during the unexpired
                              term of this Lease effective when the physical
                              taking of said portion of the Demised Premises
                              shall occur. All compensation awarded for any such
                              taking or condemnation, or sale proceeds in lieu
                              thereof, shall be the property of Landlord, and
                              Tenant shall have no claim thereto, the same being
                              hereby expressly waived by Tenant, except for any
                              portions of such award or proceeds which are
                              specifically allocated by the condemning or
                              purchasing party for the taking of or damage to
                              trade fixtures of Tenant, which Tenant
                              specifically reserves to itself.

FIRE & OTHER CASUALTY    18.  In the event that the Building or the Demised
                              Premises is totally destroyed by fire, tornado or
                              other casualty, or is damaged to the extent that
                              rebuilding or repairs cannot in Landlord's
                              reasonable estimation be completed within two
                              hundred forty (240) days, as to the Building, and
                              ninety (90) days, as to the Demised Premises,
                              after the date of such damage, either Tenant or
                              Landlord may, at its option, terminate this Lease,
                              in which event the rent shall be abated during the
                              unexpired portion of this Lease, effective with
                              the date of occurrence of such damage. In the
                              event the Building or the Demised Premises is
                              damaged by fire, tornado or other casualty covered
                              by Landlord's insurance, but only to such extent
                              that rebuilding or repairs can in the Landlord's
                              estimation be completed within two hundred forty
                              (240) days, as to the Building, and ninety (90)
                              days, as to the Demised Premises, after the date
                              of such damage, this Lease shall not terminate and
                              Landlord shall, within thirty (30) days after the
                              date of such damage, commence to rebuild or repair
                              the Building and/or the Demised Premises and shall
                              proceed with reasonable diligence to restore the
                              Building and/or the Demised Premises to
                              substantially the condition which existed
                              immediately prior to the happening of the
                              casualty, except that Landlord shall not be
                              required to rebuild, repair or replace any part of
                              the partitions, fixtures and other improvements
                              which may have been placed by Tenant or other
                              tenants within the Building or the Demised
                              Premises. Landlord shall allow Tenant a fair
                              diminution of rent during the time the Demised
                              Premises are

                                       11
<PAGE>   10
                              unfit for occupancy. In the event any mortgagee
                              under a deed of trust, mortgage or instrument of
                              security on any portion of any ground lease or
                              underlying lease, the Building, or the land
                              situated beneath the Building should require that
                              the insurance proceeds be used to retire the debt
                              secured by such document, Landlord shall have no
                              obligation to rebuild and this Lease shall
                              terminate upon notice by Landlord to Tenant.
                              Except as provided herein, any insurance which may
                              be carried by Landlord or Tenant against loss or
                              damage to the Building or to the Demised Premises
                              shall be for the sole benefit of the party
                              carrying such insurance and under its sole
                              control.

HOLDING OVER              19. In the event of any holding over by tenant after
                              the expiration or termination of this Lease,
                              unless the parties hereto otherwise agree in
                              writing such holding over shall constitute and be
                              construed as a tenancy at will, subject to
                              termination by Landlord at any time, or by Tenant
                              at any time upon at least thirty (30) days'
                              advance written notice, and all of the other
                              terms and provisions of this Lease shall be
                              applicable during that period, except that the
                              daily rent payable by Tenant shall be equal to
                              the daily rent in effect for the last month of
                              the term of this Lease, plus 50% of such amount.
                              The inclusion of the preceding sentence herein
                              shall not be construed as Landlord's consent for
                              the Tenant to hold over.

TAXES ON TENANT'S         20. Tenant shall be liable for all taxes levied or
PROPERTY                      assessed against personal property, furniture,
                              improvements, additions or fixtures placed by
                              Tenant in the Demised Premises. If any such taxes
                              for which Tenant is liable are levied or assessed
                              against Landlord or Landlord's property and if
                              Landlord elects to pay the same or if the
                              assessed value of Landlord's property is
                              increased by inclusion of personal property,
                              furniture or fixtures placed by Tenant in the
                              Demised Premises, and Landlord elects to pay the
                              taxes based on such increase, Tenant shall pay to
                              Landlord upon demand that part of such taxes for
                              which Tenant is primarily liable hereunder.

EVENTS OF DEFAULT         21. The following events shall be deemed to be events
                              of default by Tenant under this Lease:

                              a. Tenant shall fail to pay any installment of
                              rent herein provided for, or any other sums
                              payable by Tenant hereunder (or under any other
                              lease now or hereafter executed by Tenant in
                              connection with space in the Building), and such
                              failure shall continue for a period of five (5)
                              days from the due date, provided that no such
                              failure shall be deemed an event of default until
                              Landlord has provided Tenant two (2) written
                              notices of default in any twelve (12) month
                              period;

                              b. Tenant shall fail to comply with any term,
                              provision or covenant of this Lease (or any other
                              lease now or hereafter executed by Tenant in
                              connection with space in the building), other
                              than the payment of rent or other sums payable by
                              Tenant, and shall not cure such failure within
                              twenty (20) days after written notice thereof
                              from Landlord to Tenant;

                              c. Tenant or any guarantors of Tenant's
                              obligations hereunder shall make an assignment
                              for the benefit of creditors;

                              d. Tenant or any guarantors of Tenant's
                              obligations hereunder file a petition under any
                              section or chapter of the Bankruptcy Act of
                              1978.11 U.S.C. Section Mark 101 et seq., as
                              amended, or under any similar law or statute of
                              the United States and/or any State thereof or
                              Tenant shall be adjudged bankrupt or insolvent in
                              proceedings filed against Tenant thereunder;

                              e. A receiver or trustee shall be appointed for
                              all or substantially all of the assets of Tenant
                              or any guarantors of Tenant's obligations
                              hereunder and such receivership shall not be
                              terminated or stayed within thirty (30) days; or

                              f. Tenant shall desert or vacate any substantial
                              portion of the Demised Premises for a period of
                              thirty (30) days or more without




                                       12
<PAGE>   11
                              Landlord's prior written approval.

REMEDIES                 22.  Upon the occurrence of any event of default by
                              Tenant, Landlord shall have the option to pursue
                              any one or more of the following remedies without
                              any notice or demand whatsoever:

                              a. Terminate this Lease in which event Tenant
                              shall immediately surrender the Demised Premises
                              to Landlord, and if Tenant fails to so do,
                              Landlord may, without prejudice to any other
                              remedy which it may have for possession of the
                              Demised Premises or arrearages in rent, enter upon
                              and take possession of the Demised Premises and
                              expel or remove Tenant and any other person who
                              may be occupying the Demised Premises or any part
                              thereof, without being liable for prosecution or
                              any claim or damages therefor; and Tenant agrees
                              to pay Landlord on demand the amount of all loss
                              and damage which Landlord may suffer by reason of
                              such termination, whether through inability to
                              relet the Demised Premises on satisfactory terms
                              or otherwise.

                              b. Enter upon and take possession of the Demised
                              Premises and expel or remove Tenant and any other
                              person who may be occupying the Demised Premises
                              or any part thereof, by force if necessary,
                              without being liable for prosecution or any claim
                              for damages therefor, and if Landlord elects,
                              relet the Demised Premises and receive the rent
                              therefor; and Tenant agrees to pay Landlord on
                              demand any deficiency that may arise by reason of
                              such reletting.

                              c. Enter upon the Demised Premises without being
                              liable for prosecution or any claim for damages
                              therefor, and do whatever Tenant is obligated to
                              do under this Lease; and Tenant agrees that
                              Landlord shall not be liable for any damages
                              resulting to the Tenant from such action.

                                   No re-entry or taking possession of the
                              Demised Premises by Landlord shall be construed as
                              or deemed as an election by Landlord to terminate
                              this Lease, unless a written notice of such
                              intention signed by Landlord and addressed to
                              Tenant be delivered to Tenant. Notwithstanding any
                              such reletting or re-entry or taking possession,
                              Landlord may at any time thereafter elect to
                              terminate this Lease for a previous default.
                              Pursuit of any of the foregoing remedies shall not
                              preclude pursuit of any of the other remedies
                              herein provided or any other remedies provided by
                              law, nor shall pursuit if any remedy herein
                              provided constitute a forfeiture or waiver of any
                              rent due to Landlord hereunder or of any damages
                              occurring to Landlord by reason of the violation
                              of any of the terms, provisions and covenants
                              herein contained. Landlord's acceptance of rent
                              following an event of default hereunder shall not
                              be construed as Landlord's waiver of such event of
                              default. No waiver by Landlord of any violation or
                              breach of any of the terms, provisions and
                              covenants herein contained and no failure to give
                              notice thereof shall be deemed or construed to
                              constitute a waiver of any other violation or
                              default. The loss or damage that Landlord may
                              suffer by reason of termination of this Lease or
                              the deficiency from any reletting as provided for
                              above shall include the expense of repossession
                              and any repairs or remodeling undertaken by
                              Landlord following possession. Should Landlord at
                              any time terminate this Lease for any default, in
                              addition to any other remedy Landlord may have,
                              Landlord may recover from Tenant all damages
                              Landlord may incur by reason of such default,
                              including the cost of recovering the Demised
                              Premises and the loss of rental for the remainder
                              of the lease term. Forbearance by Landlord to
                              enforce one or more of the remedies provided in
                              this paragraph, paragraph 24, or anywhere else in
                              this Lease, or at law, upon an event of default
                              shall not be deemed or construed to constitute a
                              waiver of such default or remedies.

SURRENDER OF             23.  No act or thing done by the Landlord or its agents
PREMISES                      during the term hereby granted shall be deemed an
                              acceptance of a surrender of the Demised Premises,
                              and no agreement to accept a surrender of the
                              Demised Premises shall be valid unless the same be
                              made in writing and signed by Landlord, and
                              addressed to Tenant.


                                       13
<PAGE>   12
ATTORNEY'S FEES AND      24.  Should it become necessary for either party,
INTEREST ON PAST DUE          because of a default hereunder, to bring any SUMS 
SUMS                          action under this Lease or to consult or place 
                              said Lease with an attorney concerning or for the
                              enforcement of any of such party's rights
                              hereunder, the non-prevailing party agrees to pay
                              the prevailing party's reasonable attorney's fees.
                              All installments of Basic Rental and other sums
                              due to Landlord hereunder not paid by Tenant when
                              due pursuant to the provisions hereof shall bear
                              interest from the due date until paid, at the rate
                              (the "Rate") of 5% per annum above the per annum
                              prime commercial lending rate from time to time
                              announced by Texas Commerce Bank-Dallas, N.A., or
                              its successors. In the event Texas Commerce
                              Bank-Dallas, N.A., or its successors cease to
                              announce a prime commercial lending rate, or such
                              figure is otherwise indeterminable, then the Rate
                              shall be 10% per annum above the per annum rate
                              from time to time in effect which the Federal
                              Reserve Bank of the Federal Reserve District which
                              includes Dallas, Texas, charges for advances to
                              member banks. In the event the Rate would
                              otherwise exceed the maximum legal rate of
                              interest which Tenant could be charged, the Rate
                              shall be said maximum legal rate for all such
                              periods of time. Said late payment charge shall
                              constitute liquidated damages and shall be for the
                              purpose of reimbursing Landlord for the additional
                              costs and expenses which Landlord and Tenant
                              presently expect Landlord to incur in connection
                              with the handling and processing of late
                              installment payments of the Basic Rental and such
                              other sums which become owing by Tenant to
                              Landlord hereunder. Landlord and Tenant expressly
                              covenant and agree that in the event of any such
                              late payment(s) by Tenant, the damages so
                              resulting to Landlord would be difficult to
                              ascertain precisely, and that the foregoing charge
                              constitutes a reasonable and good faith estimate
                              by the parties of the extent of such damages.
<PAGE>   13
QUIET ENJOYMENT          26.  Provided Tenant is not in default (beyond any
                              period given Tenant to cure such default) in the
                              performance of any of the terms, covenants or
                              conditions of this Lease on Tenant's part to be
                              performed, including the payment of rent or
                              additional payments, Tenant shall peaceably and
                              quietly hold and enjoy the Demised Premises during
                              the term hereof and any extensions thereof, free
                              from interference or disturbance by Landlord and
                              other persons subject to the terms and conditions
                              of this Lease; provided, however, Landlord shall
                              not be liable for any such interference or
                              disturbance by other persons, nor shall Tenant be
                              released from any of its obligations pursuant to
                              this Lease because of such interference or
                              disturbance.

NOTICES                  27.  Each provision of this Lease or of any applicable
                              governmental laws, ordinances, regulations and
                              other requirements with reference to the sending,
                              mailing or delivery of any notice, or with
                              reference to the making of any payment by Tenant
                              to Landlord, shall be deemed to be complied with
                              when and if the following steps are taken:

                              a.   All rent and other payments required to be
                              made by Tenant to Landlord hereunder shall be
                              payable to Landlord at the address set forth in
                              the Basic Lease Information, or at such other
                              address as Landlord may specify from time to time
                              by written notice delivered in accordance
                              herewith; and

                              b.   Any notice or document required to be
                              delivered hereunder shall be deemed to be
                              delivered, whether actually received or not, when
                              deposited in the United States mail, postage
                              prepaid, certified or registered mail (with or
                              without return receipt requested), addressed to
                              the parties hereto at the respective addresses set
                              forth in the Basic Lease Information, or at such
                              other address as has been theretofore specified by
                              written notice delivered in accordance herewith.

FORCE MAJEURE            28.  Whenever a period of time is herein prescribed for
                              action to be taken by Landlord, Landlord shall not
                              be liable or responsible for, and there shall be
                              excluded from the computation of 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 Landlord.

SEPARABILITY             29.  If any clause or provision of this Lease is
                              illegal, invalid or unenforceable under present or
                              future laws effective during the term of this
                              Lease, then and in that event, it is the intention
                              of the parties hereto that the remainder of this
                              Lease shall not be affected thereby, and it is
                              also the intention of the parties to this Lease
                              that, in lieu of each clause or provision of this
                              Lease that is illegal, invalid or unenforceable,
                              there 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.

AMENDMENTS; BINDING      30.  This Lease may not be altered, changed or amended,
EFFECT                        except by an instrument in writing signed by both
                              parties hereto. No provision of this Lease shall
                              be deemed to have been waived by Landlord unless
                              such waiver is in writing signed by Landlord, and
                              addressed to Tenant, nor shall any custom or
                              practice which may evolve between the parties in
                              the administration of the terms hereof be
                              construed to waive or lessen the right of Landlord
                              to insist upon the performance by Tenant in strict
                              accordance with the terms hereof. The terms,
                              provisions, covenants and conditions contained in
                              this Lease shall apply to, inure to the benefit of
                              and be binding upon the parties hereto, and upon
                              their respective heirs, successors in interest,
                              legal representatives and permitted assigns,
                              except as otherwise herein expressly provided.

                                       15
<PAGE>   14
RULES AND                 31. Tenant and Tenant's employees, agents, licensees,
REGULATIONS                   employees and invitees will comply fully with all
                              requirements of the rules of the Building
                              attached hereto as Exhibit "B" and made a part
                              hereof as though fully set out herein. Landlord
                              shall at all times have the right to change such
                              rules and regulations, to amend them or to
                              promulgate other rules and regulations in such
                              manner as Landlord shall deem advisable for the
                              safety, care and cleanliness of the Building and
                              related facilities, and for preservation of good
                              order therein, all of which rules and
                              regulations, changes and amendments will be
                              forwarded to Tenant in writing and shall be
                              carried out and observed by Tenant. Tenant shall
                              further be responsible for compliance with such
                              rules and regulations by the employees, agents,   
                              licensees, visitors and invitees of Tenant.
        
SUBSTITUTION OF SPACE     32. At any time after the initial twelve (12) month
                              term of this Lease, Landlord may substitute for
                              the Demised Premises other premises in the
                              Building (the "New Premises") in which event the
                              New Premises shall be deemed to be the Demised
                              Premises for all purposes hereunder, provided;

                              a. The New Premises shall be approximately 2,500
                              or greater rentable square feet and shall be
                              similar in appropriateness for Tenant's purposes;

                              b. Any such substitution shall be effected for the
                              purpose of accommodating a tenant that will occupy
                              all or a substantial portion of the floor on
                              which the Demised Premises are located; and

                              c. If, at the time of any such substitution,
                              Tenant is occupying the Demised Premises or has
                              borne costs for work which will have to be redone
                              as a result of the relocation, Landlord shall pay
                              the expense in excess of the amounts Landlord
                              would have paid if Landlord had not made its
                              election to substitute the New Premises under
                              this paragraph; of any architectural plans
                              required to design such New Premises; of moving
                              Tenant, its property and equipment from the
                              Demised Premises to the New Premises; and of
                              completing the New Premises with improvements at
                              least equal to those located in the Demised
                              Premises.

EXHIBITS AND              33. All exhibits, attachments, riders and addenda
ATTACHMENTS                   referred to in this Lease are incorporated in
                              this Lease and made a part hereof for all intents
                              and purposes.

                              Exhibit A - Outline of Demised Premises
                              Exhibit B - Building Rules and Regulations
                              Exhibit C - Tenant Improvements
                              Exhibit D - Parking Agreement
                              Exhibit E - Extension Option

GENDER                    34. Words of any gender used in this Lease shall be
                              held and construed to include any other gender,
                              and words in the singular number shall be held to
                              include the plural, unless the context requires
                              otherwise.

CAPTIONS                  35. The captions contained in this Lease are for
                              convenience of reference only and in no way limit
                              or enlarge the terms and conditions of this Lease.

PREPAYMENTS               36. Tenant shall have no right to make any payment of
                              rent or nay other payments to Landlord hereunder
                              more than thirty (30) days in advance of the date
                              such sums are due to Landlord.

TENANT'S REMEDIES         37. In the event Landlord defaults in the performance
                              of any of its obligations to Tenant hereunder, or
                              breaches any warranty or representation, express
                              or implied, to Tenant in connection with this
                              Lease or the Demised Premises, Tenant shall have
                              no right of set-off against payments due to
                              Landlord hereunder and shall have no right to
                              terminate this Lease, and Tenant hereby waives
                              such remedies and Tenant's sole remedy shall be
                              to bring suit against Landlord for damages.
                              Landlord shall have no personal liability to
                              Tenant for any such default or breach by
                              Landlord, and Tenant specifically agrees to


                                       16
<PAGE>   15
                           look solely to Landlord's interest in the Building
                           and the land situated thereunder for payment of any
                           damages suffered by Tenant. Pending resolution of any
                           controversy hereunder, Tenant shall continue to pay
                           to Landlord all sums which are and become due to
                           Landlord hereunder, without deduction or set-off.

CHANGE OF BUILDING     38. Landlord reserves the right at any time to change 
NAME                       the name by which the Building is designated.

ESTOPPEL CERTIFICATES  39. Tenant agrees to furnish from time to time, when
                           requested by Landlord, the holder of any deed of
                           trust, mortgage or other instrument of security, or
                           by the lessor under any ground lease or underlying
                           lease covering all or any part of the Building or
                           the improvements therein or the land situated
                           beneath the Building, or any interest of Landlord
                           thereto, a certificate signed by Tenant confirming
                           and containing such factual certifications and
                           representations, to the current actual knowledge of
                           Tenant, deemed appropriate by the party requesting
                           such certificate, and Tenant shall, within ten (10)
                           days following receipt of said proposed certificate
                           from Landlord, return a fully executed copy of said
                           certificate to Landlord. In the event Tenant shall
                           fail to return a fully executed copy of such
                           certificate to Landlord within the foregoing ten-day
                           period, then Tenant shall be deemed to have approved
                           and confirmed all of the terms, certifications and
                           representations contained in such certificate.

JOINT AND SEVERAL     40.  If there is more than one Tenant, the obligations
LIABILITY                  hereunder imposed upon Tenant shall be joint and
                           several. If there is a guarantor of Tenant's
                           obligations hereunder, 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, including without limitation,
                           in case of any amendments hereto, waiver hereof or
                           failure to give such guarantor any notices hereunder.

CERTAIN RIGHTS        41.  Landlord shall have the following rights,
RESERVED BY                exercisable without notice and without liability to
LANDLORD                   Tenant for damage or injury to property, persons or
                           business and without effecting an eviction,
                           constructive or actual, or disturbance of Tenant's
                           use or possession or giving rise to any claim or
                           set-off or abatement of rent:

                           a. To decorate and to make repairs, alterations,
                           additions, changes or improvements, whether
                           structural or otherwise, in and about the Building,
                           or any part thereof, and for such purposes to enter
                           upon the Demised Premises, after reasonable prior
                           notice to Tenant, and, during the continuance of any
                           such work, to temporarily close doors, entry ways,
                           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, toilets or
                           other public parts of the Building, so long as the
                           Demised Premises are reasonably accessible.

                           b. To have and retain a paramount title to the
                           Demised Premises free and clear of any act of Tenant
                           purporting to burden or encumber them.

                           c. To grant to anyone the exclusive right to conduct
                           any business or render any service in or to the
                           Building, provided such exclusive right shall not
                           operate to exclude Tenant from the use expressly
                           permitted herein.

                           d. To prohibit the placing of vending or dispensing
                           machines of any kind in or about the Demised
                           Premises without the prior written permission of
                           Landlord.

                           e. To have access for Landlord and other tenants of
                           the Building to any mail chutes located on the
                           Demised Premises according to the rules of the
                           United States Postal Service.
<PAGE>   16
                                   f. To take all such reasonable measures as
                                   Landlord may deem advisable for the security
                                   of the Building and its occupants, including
                                   without limitation, the search of all persons
                                   entering or leaving the Building, the
                                   evacuation of the Building for cause,
                                   suspected cause, or for drill purposes, the
                                   temporary denial of access to the Building,
                                   and the closing of the Building after normal
                                   business hours and on Saturdays, Sundays and
                                   holidays, subject, however, to Tenant's right
                                   to admittance 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.

NOTICE TO LENDER               42. If the Demised Premises or the Building or
                                   any part thereof are at any time subject to a
                                   first mortgage or a first deed of trust or
                                   other similar instrument and this Lease or
                                   the rentals are assigned to such mortgagee,
                                   trustee or beneficiary and the Tenant is 
                                   given written notice thereof, including the
                                   post office address of such assignee, then 
                                   the Tenant shall not take any action to 
                                   terminate this Lease or abate rentals for
                                   any default on the part of the Landlord
                                   without first giving written notice by
                                   certified or registered mail, return receipt
                                   requested, to such assignee, specifying the
                                   default in reasonable detail, and affording
                                   such assignee a reasonable opportunity to
                                   make performance, at its election, for and
                                   on behalf of the Landlord.
        
LOSS OR THEFT                  43. Landlord shall not be responsible in any
                                   manner to Tenant, its agents, employees,
                                   licensees or invitees for any property lost
                                   or stolen from the Demised Premises or any
                                   other portion of the Building, the Building's
                                   garage or the land situated beneath the
                                   Building.

PARKING                        44. Landlord may make, modify and enforce rules
                                   and regulations relating to the parking of
                                   automobiles in the parking garage adjacent to
                                   the Building, and Tenant agrees to abide by
                                   such rules and regulations. Tenant shall have
                                   the right to use the parking garage adjacent
                                   to the Building in accordance with said rules
                                   and regulations and the provisions of Exhibit
                                   "D" attached hereto.

MISCELLANEOUS                  45. a. Any approval by Landlord or Landlord's
                                   architects and/or engineers of any of
                                   Tenant's drawings, plans and specifications
                                   which are prepared in connection with any
                                   construction of improvements in the Demised
                                   Premises shall not in any way be construed or
                                   operate to bind Landlord or to 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 may be required
                                   hereunder in connection with Tenant's
                                   construction of improvements in the Demised
                                   Premises in accordance with such drawings,
                                   plans and specifications.

                                   b. Each and every covenant and agreement
                                   contained in this Lease is, and shall be
                                   construed to be, a separate and independent
                                   covenant and agreement.

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

                                   d. Neither Landlord nor Landlord's agents or
                                   brokers have made any representations or
                                   promises with respect to the Demised
                                   Premises, the Building or the land except as
                                   herein expressly set forth and no rights,
                                   easements or licenses are acquired by Tenant
                                   by implication or otherwise except as
                                   expressly set forth in the provisions of this
                                   Lease.



                                       18
<PAGE>   17
                                   e. The submission of this Lease to Tenant
                                   shall not be construed as an offer, nor shall
                                   Tenant have any rights with respect thereto
                                   unless and until Landlord shall, or shall
                                   cause its managing agent to, execute a copy
                                   of this Lease and deliver the same to Tenant.

                                   Dated as of the date first above written.

TENANT:                            LANDLORD:

PRESS PASS, L.P.,                  NEW ENGLAND MUTUAL LIFE INSURANCE COMPANY
a Texas limited partnership   

By: /s/ Victor H. Shaffer  ,       By: Copley Real Estate Advisors, Inc.
    -----------------------            asset manager and advisor
        General Partner                hereunto duly authorized

By:    Victor H. Shaffer           By: /s/ James D. Flynn
    -----------------------            ---------------------------------
                                           its duly authorized agent
Title:     President                   JAMES D. FLYNN
       --------------------            MANAGING DIRECTOR

                                   
<PAGE>   18
                            FIRST AMENDMENT OF LEASE

     This First Amendment of Lease (the "First Amendment") is entered into this
16th day of March, 1994, to be effective as of January 14, 1994 (the "Effective
Date") by and between New England Mutual Life Insurance Company ("Landlord")
and Press Pass, L.P., a Texas limited partnership ("Tenant").

                                   WITNESSETH

     WHEREAS, on January 7, 1993, Landlord and Tenant entered into that certain
Lease ("Lease") for premises consisting of 2,500 rentable square feet on the
fourth (4th) floor, Suite 420 ("Demised Premises") of the building located at
14800 Quorum Drive, Dallas, Texas ("Building"), which by this reference the
Lease is incorporated herein for all purposes.

     WHEREAS, Tenant desires to extend the Lease Term.

     NOW, THEREFORE, for in consideration of mutual terms and conditions
expressed herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

     1.   The Lease Term is hereby extended from January 14, 1994, through the
period ending on January 14, 1996 ("Extended Term"). All references in the
Lease to the Lease Term shall refer to the Extended Term expiring on January
14, 1996.

     2.   Base Rental for the Demised Premises for the Extended Term shall
equal $2,187.50 per month ($10.50 per annum, per rentable square foot of the
Demised Premises) beginning on the Effective Date and ending on January 14,
1996. Section 5. A. of the Lease shall be amended to provide that Tenant shall
pay any Operating Costs and Taxes in excess of 1994 actual Operating Costs and
Taxes.

     3.   Tenant accepts the Demised Premises for the Extended Term in the
condition as exists on the date of this First Amendment, and Landlord shall
have no obligation to repair, alter, or remodel the Demised Premises.
**See below**

     4.   Exhibit E ("Extension Option") to the Lease shall be deleted in its
entirety.

     5.   All the remaining terms and conditions of the Lease shall be
applicable to the Demised Premises.

     6.   The Lease and this First Amendment shall be governed by all respects
by the laws in the State of Texas.

** Regarding repair of common areas, facilities as well as structural pendages,
   all responsibilities as indicated in the previous contract remain in force.

                                       1

<PAGE>   19
          7.   All capitalized terms used herein, and not otherwise defined
herein, shall have the meanings ascribed to said terms in the Lease.

          8.   The Lease, as amended herein, is hereby ratified and confirmed
and shall continue in full force and effect.

     IN WITNESS WHEREOF, the parties have executed this First Amendment
effective as of the date first set forth above.

LANDLORD:

NEW ENGLAND MUTUAL LIFE INSURANCE COMPANY
By:  COPLEY REAL ESTATE ADVISORS, INC.,
     asset manager and agent

     By:       /s/ DANIEL J. COUGLIN
               ----------------------------
     Name:     Daniel J. Couglin
               ----------------------------
     Title:    Managing Director
               ----------------------------

TENANT:

PRESS PASS, L.P.,
a Texas limited partnership

     By:  Press Pass, Inc.,
          general partner

          By:  /s/ VICTOR H. SHAFFER
               ----------------------------
               Victor H. Shaffer, President





                                       2
<PAGE>   20
                           Second Amendment to Lease

         This Second Amendment to Lease made and entered into this 28th day of
November, 1995 by and between CleveTrust Realty Investors, a Massachusetts
trust, as "Lessor" and Press Pass., LP a Texas limited partnership, as "Lessee".

                                   WITNESSETH

         WHEREAS, Lessor leased certain premises in the 14800 Quorum, in the
city of Dallas, State of Texas, to Lessee pursuant to that certain Lease dated
January 7, 1993, and First Amendment of Lease dated March 16, 1994, hereinafter
referred to as the "Lease", the premises being described as suite 420,
consisting of approximately 2,500 sq. ft. and,

         WHEREAS, Lessee wishes to extend its lease term for an additional
three years and Lessor is willing to accommodate Lessee in its request.

         NOW THEREFORE, in consideration of these presents and the agreements
of each other, Lessor and Lessee agree that said Lease shall be and the same
is hereby amended as of the 15th day of January, 1996 as follows:

         (1) The Basic Lease Information regarding tenant shall be ammended
to reflect Press Pass., a general partnership. The Basic Lease Information
regarding rentable square feet in Demised Premises shall be amended to read
4131 rentable square feet.

         (2) Section 1, The Lease Term shall be amended to reflect the Lease
Term extended for an additional three years and 1/2 month making the expiration
date of the Lease Agreement January 31, 1999.

         (3) Section 2, Basic rental outlined on the First Amendment Lease, 
Basic rental, shall be amended to reflect the Basic Rental to be in the amount
of

             for the period January 15, 1996--January 31, 1996, the sum of 
                 $1,872.50
             for the period February 1, 1996--January 31, 1997, the sum of 
                 $3,745.00 per month
             for the period February 1, 1997--January 31, 1998, the sum of 
                 $3,833.00 per month
             for the period February 1, 1998--January 31, 1999, the sum of 
                 $3,920.00 per month

             The total monthly basic rent for January, 1996 shall be $1,872.50--
                 The period of 1/1/96 -- 1/14/96 having been paid with the
                 December 95 payment.

         (4) Tenant and Landlord agree that Landlord shall perform tenant finish
in connection with this Lease agreement, per the attached Exhibit A. Tenant is 
responsible for relocation of telephone and telephone board in order that 
Landlord may commence construction.

         (5) Section 45. Miscellaneous, shall be amended to include f. 
Notwithstanding anything to the contrary contained herein, Tenant acknowledges
that Landlord makes no warranties either expressed or implied in connection 
with this Lease, including but not limited to, warranties of fitness for a 
particular purpose, or suitability of the Demised Premises.

         (6) Section 18 of the Lease titled "FIRE OR OTHER CASUALTY" shall be
amended by deleting the 20th-24th lines which read "except that Landlord shall
not be required to rebuild, repair or replace any part of the partitions, 
fixtures and other improvements which may have been placed by Tenant or other
tenants within the building or the Demised" and replacing it with, "except 
that Landlord shall not be required to repair or replace any of Tenant's 
supplies, goods, personal property, furniture, fixtures or equipment which may
have been placed by Tenant or other tenants within the building or the Demised".

         All other terms, covenants and conditions of the Lease remain in full 
force and effect except as heretofore set forth.

         IN WITNESS WHEREOF, Lessor and Lessee have executed this instrument by
proper persons thereunto duly authorized to do so on the day and year first 
hereinabove written.

         CleveTrust Realty Investors is a Massachusetts business trust which 
was organized to operate as a real estate investment trust and is governed
by the terms of a Second Amended and Restated Declaration of Trust dated as
of February 21, 1992. No obligation of the Trust is personally binding upon,
nor shall resort be had to the private property of any other Trustees, 
shareholders, officers, employees or agents of the Trust, but the Trust 
property or a specific portion thereof only shall be bound.

LESSOR: CleveTrust Realty Investors
        a Massachusetts business trust

        By:                           Witnesses: /s/ PENNY MEANEY
           -------------------------             -------------------------
           /s/ BRIEN D. GRIESINGER               /s/ BARBARA O'BRIEN
           -------------------------             -------------------------
           Brian D. Griesinger, V. President

LESSEE: Press Pass., a general partnership

        By: /s/ ILENE HOLCOMB         Witnesses: /s/ MARLA ALCORN
           -------------------------             -------------------------
           CFO                                   /s/ PEDEO ARRIAGA
                                                 -------------------------